Key Benefits:
The Minister of Economy, Finance and Industry,
Given the monetary and financial code, in particular Article L. 621-6;
Seen the letters from the President of the Market Authority Financial of 2, 4 and 9 May 2007,
Stop:
Changes to books II, III, IV and V of the General regulation of the Autorité des marchés financiers, the text of which is annexed to this Order, is approved.
These Amendments, with the exception of the I and III of the schedule, come into force on November 1, 2007.
This Order and its Annex will be published in the Official Journal of the French Republic.
A N N E X E
AMENDMENTS BOOKS II, III, IV AND V OF THE GENERAL REGULATIONS FOR THE AUTHORITY OF THE FINANCIAL MARKETS
The General Regulation of the Autorité des marchés financiers is amended as follows:
I.-Article 221-5, after the words: To its broadcast " Are inserted the words: " Under conditions fixed by an AMF instruction ".
II. -Titles Ier and II of Book III are deleted and replaced by the following provisions:
"TITLE I
" INVESTMENT SERVICES PRESTATARIES
"Chapter I
" Licensing,
, and Passport
"Section 1
" Portfolio Management Companies
"Subsection 1
" Licensing and Activity program
"Paragraph 1
" Licensing
"Article 311-1
" The approval of a holding company referred to in Article L. 532-9 of the Monetary and Financial Code shall be subject to the filing with the AMF of a request specifying the scope of the authorisation and of a file in accordance with the standard file provided for in the Article R. 532-10 of the Monetary and Financial
. The dossier includes, in particular, an activity programme for each of the services which the portfolio management company intends to provide, which specifies the conditions under which it intends to provide the services concerned and indicates the type Of proposed operations and the structure of its organization. Upon receipt of this case, the AMF issues a receipt.
" The procedure and terms of approval and the content of the activity programme are specified in an AMF statement.
"Article 311-2
" In order to grant authorisation to a holding company, the AMF shall appreciate, in addition to the elements contained in the file referred to in Article 311-1, the elements set out in Chapter II of this Title; it may request the applicant all Additional information required to make a decision. It limits the scope of the approval.
" The AMF shall decide on the application for approval within a maximum period of three months following the filing of the file; as appropriate, this period shall be suspended until the requested additional elements are received.
" Article 311-3
" The holding company shall inform the AMF, in accordance with the modalities specified in an AMF instruction, of the changes relating to the characteristic features which were included in the initial approval dossier, concerning in particular Direct or indirect ownership, management, organization and elements referred to in section 2 of Chapter II. The AMF shall make known to the registrant, in writing, the possible consequences of these amendments on the approval issued.
"Paragraph 2
" Withdrawal of approval and Delisting
"Article 311-4
" Where the withdrawal is requested by the company, the AMF, when it intends to withdraw the authorisation of a holding company pursuant to Article L. 532-10 of the Monetary and Financial Code, shall inform the company by specifying the Reasons for which this decision is being considered. The company shall have a period of one month from the receipt of such notification in order to make known its observations.
"Article 311-5
" When the AMF decides to withdraw the authorisation, its decision shall be notified to the company by registered letter with a request for notification of receipt. The AMF shall inform the public of the withdrawal of authorisation by insertion in the newspapers or publications it designates.
" This decision shall specify the conditions for the withdrawal of authorisation and the conditions for delay and implementation. During this period, the company shall be under the control of an agent, appointed by the AMF, among the executives or former heads of companies entitled to manage portfolios for third parties.
" The agent is bound by professional secrecy; if he himself leads a company, he or she cannot directly or indirectly resume the customer.
" During this period, the company may only carry out operations strictly necessary for the preservation of the interests of the customers; it shall inform the withdrawal of the authorisation of its principal as well as the depositor (s) and the account (s) Conservative portfolios under mandate. It invites the principals either to request the transfer of the management of their portfolio to another investment service provider, or to request the liquidation of the portfolios, or to ensure their own management. With respect to the CPF, the OGD invites their depositary to designate another manager. For CIPF, this designation is subject to the ratification of the supervisory board for each fund.
"Article 311-6
" In making the cancellation pursuant to Article L. 532-12 of the Monetary and Financial Code, the AMF shall notify its decision to the company under the conditions laid down in Article 311-5. It informs the public by inserting in the logs or publications it designates.
"Subsection 2
" Passport
"Article 311-7
" A holding company which wishes to exercise in freedom to provide services or establish a branch in a State Party to the Agreement on the European Economic Area shall notify its project to the AMF in accordance with the conditions laid down in Articles R. 532-24, R. 532-25, R. 532-28, R. 532-29, R. 735-6, R. 745-6, R. 755-6, R. 765-6 of the Monetary and Financial Code and in accordance with an AMF instruction.
"Section 2
" Service Providers Investment in portfolio management service for third party account or investment advisory service
" Subsection 1
"
activity program approval" Item 311-8
" Where an investment service provider, other than a portfolio management company, intends to provide the portfolio management service on behalf of third parties, its programme of activities shall be presented under the conditions described in Item 311-1.
" Where an investment service provider, other than a portfolio management company, intends to provide the investment counselling service, its programme of activity shall be presented in accordance with the file referred to in Article R. 532-1 Monetary and financial code.
"Item 311-9
" Where the AMF finds that an investment service provider no longer fulfils the conditions for approval of its programme of activity or has no more management activity, it shall inform the Committee of the credit institutions and the Investment firms.
"Subsection 2
" Passport
"Article 311-10
" The information provided for in Article R. 532-20 of the Monetary and Financial Code shall contain the elements specified in the instruction referred to in Article 311-7.
"Section 3
" Service Provider Non-portfolio management service for third party or investment advisory service
"Subsection 1
" AMF's comments on the
approval request "Article 311-11
" In the course of the approval procedure by the Committee of Credit Institutions and Investment Enterprises and prior to the grant thereof, the AMF shall examine the applicant's file under the conditions laid down in Article R. 532-4 Monetary and financial code.
" The AMF ensures that the planned means are suitable for the activities envisaged.
"Subsection 2
" Passport
"Article 311-12
" The AMF shall examine the draft notification under the conditions laid down in Articles R. 532-20 and R. 532-26 of the Monetary and Financial Code.
"Chapter II
" Conditions Portfolio management company approval
"Section 1
"
"Conditions of approval" Article 312-1
" The AMF shall require the opinion of the competent authorities of another State party to the Agreement on the European Economic Area where the holding company which meets the requirements of Directive 85 /611/EEC of 20 December 1985 is:
" 1 ° The subsidiary of a holding company which meets the requirements of Directive 85 /611/EEC of 20 December 1985 approved in another State party to the agreement on the European Economic Area;
2 ° The subsidiary of the parent undertaking of another holding company which meets the requirements of Directive 85 /611/EEC of 20 December 1985 in another State party to the agreement on the European Economic Area;
' 3 ° Monitored by the same natural or legal persons as another holding company which meets the requirements of Directive 85 /611/EEC of 20 December 1985 approved in another State Party to the Agreement on the Economic Area European.
"Article 312-2
" The holding company has its head office in France. It may take any form of social form subject to the examination of its statutes and provided that its accounts are subject to legal control.
"Article 312-3
" I.-The minimum amount of the capital stock of a holding company is equal to EUR 125 000 and shall be paid in cash at least equal to that amount.
" II. -At the time of approval and in the following financial years, the holding company must be able to justify at any time a level of equity at least equal to the highest of the two amounts mentioned at 1 ° and 2 ° below:
" EUR 1 ° 125 000 completed by an amount equal to 0.02 % of the amount of the asset managed by the holding company exceeding EUR 250 million.
' The amount of own funds required shall not exceed EUR 10 million.
" The assets taken into account for the calculation of the capital complement mentioned in the third subparagraph shall be those:
" (a) SICAVs that have overall delegated portfolio management to the portfolio management company;
" (b) CPF managed by the holding company, including the portfolios it has delegated management but excluding the portfolios it manages by delegation;
" (c) Investment funds managed by the holding company, including the portfolios it has delegated management but excluding the portfolios it manages by delegation.
" The complement of own funds may be set up within the limit of 50 % of a guarantee given by a credit institution or an insurance undertaking whose head office is established in a State Party to the Agreement on the European Economic Area Or in a State not party to the Agreement on the European Economic Area in so far as it is subject to prudential rules which the AMF considers to be equivalent to those applicable to credit institutions and investment firms whose registered office Social is established in a State Party to the Agreement on the European Economic Area;
" 2 ° One-quarter of the annual overhead of the previous year.
" III. -On authorisation, the amount of own funds shall be calculated on the basis of forecast
. For the following years, the amount of overhead and the total value of the portfolios taken into account for the determination of own funds are calculated on the basis of the most recent portfolio management company documents The annual accounts of the preceding financial year, an intermediate situation certified by the statutory auditor or the information sheet referred to in Article 313-53-1.
" The overhead, equity, and portfolio components of a portfolio management company are specified in an AMF statement.
"Item 312-4
" Investments made for the purposes of the management of own funds shall not be such as to call into question compliance with the provisions relating to the minimum own funds set out in Article 312-3. For the minimum equity portion, these investments must be prudent and cannot include speculative positions in conditions specified in an AMF instruction.
" Article 312-5
" The holding company provides the identity of its direct or indirect shareholders as well as the amount of their participation. The AMF values the quality of shareholding in the light of the need to ensure sound and prudent management and the proper exercise of its own monitoring mission. It carries out the same examination as regards the partners and members of an economic interest group.
" An AMF instruction specifies the capital or direct or indirect control between the holding company and other natural or legal persons likely to interfere with the AMF's surveillance mission.
"Item 312-6
" The holding company shall be governed effectively and shall see its orientation determined by at least two persons with the necessary good repute and experience appropriate to their functions.
" At least one of these two persons must be a social representative entitled to represent the company in its dealings with third
. The other person may be the chairman of the board of directors, or a person specially empowered by the collegiate social bodies or the statutes to direct and determine the direction of the company.
" Article 312-7
"Section 2
" Activity Program Content
"Item 312-8
" The holding company shall have an activity programme in accordance with the provisions of Chapter III, with the exception of those set out in sub-section 5 of section 1 of that chapter which do not apply to it.
" When it manages at least one UCITS in accordance with Directive 85 /611/EEC of 20 December 1985, the holding management company may not engage in any other investment services than the portfolio management service referred to in 4 ° of Article L. 321-1 of the monetary and financial code and the investment advisory service referred to in Article L. 321-1 of the same code.
"Article 312-9
" A holding company may hold interests in credit institutions, investment firms, property investment corporations, mutual funds of receivables and corporations Of forestry savings, insurance companies, companies formed to manage retirement savings or enterprises whose activity relates to one or more of the services listed in Article L. 321-2 of the Monetary and Financial Code. It may also hold interests in companies whose object is an extension of its operations.
"Article 312-10
" In order to grant the authorisation referred to in Article L. 214-35-6 of the Monetary and Financial Code, the AMF shall also ensure
: 1 ° The activity program specifies in particular:
" (a) The procedures for the creation of each of the contracted UCITS established by the holding company;
(b) Procedures for defining the contractual rules of each of these UCITS, verifying these rules and monitoring their application;
" (c) The human and technical means necessary to monitor and control the constitution and functioning of these UCITS;
" 2 ° The holding company shall have the activity programme referred to in Article R. 214-34 of the Monetary and Financial Code when it wishes to manage contract UCITS whose commitment under Article R. 214-12 of the Code Monetary and financial is greater than the value of their assets.
"Chapter III
" Organization Policies
" Section 1
"Organizational rules for
to all investment service providers
" Subsection 1
"Compliance Device
" Paragraph 1
"General
" Article 313-1
" The investment service provider shall establish and maintain operational policies, procedures and appropriate measures to detect any risk of non-compliance with the professional obligations referred to in Article L. 621-15 of the Monetary and financial code as well as the risks arising and minimising these risks.
" For the purposes of the preceding paragraph, the investment service provider shall take into account the nature, importance, complexity and diversity of the investment services it provides and the activities it carries out.
"Article 313-2
" I.-The investment service provider shall establish and maintain an effective and independent compliance function with the following missions:
" 1 ° Monitor and, on a regular basis, assess the adequacy and effectiveness of the policies, procedures and measures put in place pursuant to Article 313-1, and of the actions taken to remedy any failure of the service provider Of investment and persons concerned in their professional obligations referred to in Article L. 621-15 of the Monetary and Financial Code;
" 2 ° Advise and assist those concerned with investment services in order to comply with the professional obligations of the investment service provider mentioned in Article L. 621-15 of the Monetary Code And financier.
" II. -For the purposes of this book, a person concerned is any person who is:
" 1 ° A manager, a member of the board of directors, of the supervisory board or of the management board, general director or delegated general director, any other social representative or related agent referred to in Article L. 545-1 of the monetary and financial code of the Investment service provider;
" 2 ° A manager, member of the board of directors, supervisory board or management board, general director or delegated general manager or any other social agent of any related agent of the investment service provider;
" 3 ° An employee of the provider or related agent of the investment service provider;
" 4 ° A natural person made available and placed under the authority of the provider or a related agent of the provider and who is involved in the provision of investment services or the management of UCITS by the investment service provider ;
" 5 ° A natural person who participates, in accordance with an outsourcing agreement, in the provision of services to the provider or his agent in connection with the provision of investment services or the management of UCITS by the service provider Investment.
"Article 313-3
" To enable the compliance function to perform its tasks in an appropriate and independent manner, the investment service provider shall ensure that the following conditions are met:
" 1 ° The compliance function has the necessary authority, resources and expertise and access to all relevant information;
" 2 ° A compliance officer shall be designated and responsible for this function and for any reporting related to compliance, including the report referred to in section 313-7.
" 3 ° The persons involved in the compliance function are not involved in the execution of the services and activities they control;
" 4 ° The method of determining the remuneration of the persons concerned participating in the compliance function shall not and shall not compromise their objectivity
However, the investment service provider is not obliged to comply with the 3 ° or the 4 ° if it is able to demonstrate that, taking into account the nature, the importance, the complexity and the diversity of the investment services that it Provides and activities, the obligation imposed by 3 ° or 4 ° is excessive and its compliance function continues to be effective.
"Paragraph 2
" Naming and missions for compliance officer
"Article 313-4
" The compliance officer referred to in section 313-3 shall be the holder of a professional card assigned under the conditions set out in subsection 7 of this section.
" Within portfolio management companies, the compliance officer has a business card for compliance and internal control.
" Within the other investment service providers, the compliance officer has a professional compliance officer card for investment services.
" The board of directors, the supervisory board or, failing that, the body responsible, if any, of the supervision shall be kept informed by the officers of the appointment of the compliance
. An AMF statement specifies how the compliance function will be organized.
"Subsection 2
" Responsibilities of leaders and instances of Monitoring
"Article 313-5
" For the purposes of this subsection, the supervisory body shall be the board of directors, the supervisory board or, failing that, where there is, the supervisory body referred to in Articles L. 532-2 and L. 532-9 of the code Monetary and financial.
"Article 313-6
" The responsibility to ensure that the investment service provider complies with his professional obligations referred to in Article L. 621-15 of the Monetary and Financial Code is the responsibility of his officers and, where appropriate, his Monitoring instance.
" In particular, the officers and, where appropriate, the supervisory body shall evaluate and periodically review the effectiveness of the policies, arrangements and procedures put in place by the provider in order to comply with his professional obligations And take appropriate action to correct any failures.
"Article 313-7
" The investment service provider shall ensure that its officers receive, on a frequent basis and at least once a year, reports on compliance, risk control and periodic inspection indicating in particular whether Appropriate measures have been taken in case of failures.
" The investment service provider also ensures that its supervisory authority, if it exists, receives written reports on the same issues on a regular basis.
" Subsection 3
"
claims processing" Article 313-8
" The investment service provider shall establish and maintain an efficient and transparent procedure for the reasonable and prompt processing of claims made by non-professional, existing and potential customers, and Records each claim and the steps taken to process it.
"Subsection 4
" Personal Transactions
"Item 313-9
" I.-For the purposes of this book, "personal transaction means an operation carried out by or on behalf of a person concerned, where at least one of the following conditions is fulfilled:
" 1 ° This person concerned acts outside the scope of his or her duties;
" 2 ° The operation shall be carried out on behalf of one of the following persons: the person concerned himself, a person with whom she has family ties or close ties, a person whose connection with the person concerned is such that The latter has a substantial direct or indirect interest in the outcome of the operation, other than the payment of fees or commissions for the execution of it.
" II. -A person with a family relationship with a person concerned is one of the following:
" 1 ° The spouse of the person concerned not separated from the body or the partner with whom it is bound by a civil pact of solidarity;
" 2 ° The children on whom the person concerned exercises parental authority, or is habitually resident or alternating, or has an effective and permanent charge;
" 3 ° Any other parent or ally of the person concerned residing in his or her home for at least one year at the date of the personal transaction concerned.
" III. -The situation in which a person has close ties to a person concerned is a situation in which such natural or legal persons are related:
" 1. Either through participation, namely, holding, directly or through a control link, 20 % or more of voting rights or capital of a business;
2. Either by a control, namely the relationship between a parent undertaking and a subsidiary, in all the cases referred to in Article L. 233-3 of the trade code or a similar relationship between any natural or legal person and a business, all Subsidiary of a subsidiary company is also considered to be a subsidiary of the parent undertaking.
" A situation in which at least two natural or legal persons are permanently connected to a single person by a control relationship is also considered to be a close link between such persons.
" An AMF statement specifies the conditions of application of this section.
"Article 313-10
" The investment service provider shall establish and maintain operational provisions with a view to prohibiting any person concerned in activities liable to give rise to a conflict of interest or access To privileged information referred to in Articles 621-1 to 621-3 or to other confidential information relating to customers or transactions concluded with or on behalf of customers, to act as follows in the course of the exercise of its Function within provider:
" 1 ° Perform a personal transaction that meets one or more of the following criteria:
" (a) The transaction is prohibited by the provisions of Book VI;
" (b) The transaction involves the misuse or inappropriate disclosure of privileged or confidential information;
" (c) The transaction is incompatible, or likely to be, with the professional obligations of the investment service provider mentioned in II of Article L. 621-15 of the Monetary and Financial
. 2 ° Advise or assist any person, outside the scope of the function of the person concerned, for the execution of a transaction on financial instruments which, if it was a personal transaction of the person concerned, Under 1. Above, section 313-27 or III of section 314-66;
" 3 ° Without prejudice to Article 622-1, communicate to any other person, outside the normal course of employment, information or advice which the person concerned knows, or ought reasonably to know, that their communication will encourage Likely this other person to act as follows:
" (a) Carry out a transaction on financial instruments that would, in the case of a personal transaction by the person concerned, fall under section 313-27 or III of section 314-66;
" B) Advise or assist any person in the execution of this transaction.
"Article 313-11
" In applying the provisions of Article 313-10, the investment service provider shall, in particular, ensure that:
" 1 ° All the persons concerned referred to in Article 313-10 are aware of the restrictions on personal transactions and the measures adopted by the provider of personal transactions And disclosure of information pursuant to section 313-10;
" 2 ° The investment service provider shall be informed without delay of any personal transaction carried out by a person referred to in the first paragraph of Article 313-10, either by notification of any such transaction, or by Other procedures that allow the provider to identify these transactions;
" When the investment service provider has entered into an outsourcing contract, it ensures that the service provider with which the task or function has been outsourced keeps a record of the personal transactions Carried out by any person concerned and shall be in a position to furnish such information to him without delay;
" 3 ° A registration of the personal transaction which has been notified to the investment service provider or which the investment service provider has identified is retained. This record also refers to any authorization or prohibition related to this transaction.
"Item 313-12
" Sections 313-10 and 313-11 do not apply to the following types of personal transactions:
" 1 ° Personal transactions carried out within the framework of a portfolio management service under a mandate and without any prior instructions concerning the transaction between the portfolio manager and the person concerned or another Person on whose behalf the transaction is executed;
" 2 ° Personal transactions on units or shares of UCITS provided that the data subject and any other person on whose behalf the transactions are made do not participate in the management of those UCITS.
" The UCITS referred to in the preceding paragraph shall be those falling within 1 ° or the 2 ° of Article R. 214-25 or Article L. 214-36 of the Monetary and Financial Code.
" Subsection 5
"Asset Protection for
clients" Item 313-13
" The investment service provider shall comply, with a view to safeguarding the rights of its customers on financial instruments belonging to them, to the following obligations:
" 1 ° It shall maintain all registers and accounts necessary to enable the identification at any time and without delay of the financial instruments held by a particular customer of those held by other customers and of its own financial instruments ;
" 2 ° It shall keep its records and accounts in a manner that ensures their accuracy, and in particular their correspondence with the financial instruments held by customers;
" 3 ° It regularly carries out reconciliations between its internal accounts and registers and those of any third party with whom the financial instruments of the customers are held;
" 4 ° It shall take the necessary measures to ensure that all financial instruments of customers who are held with a third party may be identified separately from the financial instruments belonging to the investment service provider Thanks to accounts with different labels on the books of this third party or other equivalent measures ensuring the same degree of protection;
" 5 ° It shall set up an appropriate organisation minimising the risk of loss or decrease in the value of the financial instruments of customers or of the rights linked to these financial instruments, due to abuse or fraud on these instruments Financial, deficient administration, bad record, or negligence.
"Item 313-14
" When using a third party to hold the financial instruments of its customers, the investment service provider shall act with all the competence, care and diligence required in the selection, designation and periodic review of the Third party and its provisions concerning the holding of such financial
. The investment service provider shall take into account the expertise and reputation of the third party concerned in the market, as well as any legal or regulatory requirement or market practice related to the holding of these financial instruments To adversely affect customer rights.
"Item 313-15
" Where, for the holding of the financial instruments of its clients, the investment service provider uses a third party located in another State which has specific rules and supervision in respect of detention Financial instruments on behalf of a customer, he shall select that third party from among those subject to that specific regulation and supervision and shall act in accordance with the provisions of Article 313-14.
" Article 313-16
" For the holding of the financial instruments of its customers, the investment service provider may not use a third party located in a State not party to the Agreement on the European Economic Area in which there are no rules governing the Possession of financial instruments on behalf of someone other than if one of the following conditions is met:
" 1 ° The nature of the financial instruments or investment services linked to these financial instruments requires that they be held with a third party in that State not party to the agreement on the European Economic Area;
" 2 ° If the holding of financial instruments is insured on behalf of a professional client, the customer has requested in writing the investment service provider that they are held by a third party in that State not party to the agreement on The European Economic Area.
"Article 313-17
" I.-The investment service provider may not make temporary assignments of securities using the financial instruments he holds on behalf of a customer or use them in any other way for his own Account or account of another client of the claimant unless the customer has given prior express consent to the use of the instruments under specified conditions, materialized, in the case of a non-professional client, by his or her Signature or other equivalent substitution mechanism.
" The use of this customer's financial instruments is limited to the specific conditions to which it has consented.
" II. -The investment service provider shall not make temporary assignments of securities by using the financial instruments held in his books on behalf of a client and held on a global account opened in the books of a Third party or otherwise use financial instruments held on this type of account for its own account or the account of another customer if at least one of the following conditions is met:
" 1 ° Each customer whose financial instruments are held on a global account has given his consent in accordance with the I;
" 2 ° The investment service provider has put in place systems and controls to ensure that only financial instruments belonging to customers who have previously given their consent in accordance with the I will be Used as such.
" The information recorded by the investment service provider must include customer data whose instructions are responsible for the use of the financial instruments and the number of financial instruments used. Belonging to each customer who gave consent, so as to allow for compensation in case of loss of financial instruments.
"Subsection 6
" Conflicts Of interest
"Paragraph 1
" Principles
"Article 313-18
" The investment service provider shall take all reasonable measures to detect situations of conflict of interest arising from the provision of investment services, related services or the management of UCITS:
" 1 ° between himself, the persons concerned or any person directly or indirectly related to the provider by a control relationship, on the one hand, and its customers, of the other part;
" 2 ° Either between two customers.
"Item 313-19
" In order to detect, pursuant to Article 313-18, situations of conflicts of interest which may affect the interests of a customer, the investment service provider shall take into account at least the possibility that the Persons referred to in Article 313-18 are in one of the following situations, whether the latter is the result of the provision of investment services or related services, or the management of UCITS or other activities:
" 1 ° The claimant or this person is likely to make a financial gain or to avoid a financial loss at the expense of the customer;
" 2 ° The claimant or this person has an interest in the result of a service provided to the customer or a transaction made on behalf of the client that is different from the customer's interest in the result;
" 3 ° The claimant or this person is encouraged, for financial or other reasons, to focus on the interests of another client or group of clients in relation to the interests of the customer to whom the service is provided;
" 4 ° The claimant or this person performs the same professional activity as the client;
" 5 ° The claimant or this person shall receive or receive from a person other than the customer an advantage in relation to the service provided to the customer, in any form, other than the commission or the fees normally charged for that service. Service.
"Paragraph 2
" Conflict of Interest Management Policy
"Article 313-20
" The investment service provider shall establish and maintain an effective conflict of interest policy which shall be fixed in writing and be appropriate in the light of its size, organisation, nature, Importance and complexity of its activity.
" Where the investment service provider belongs to a group, the conflict-of-interest management policy must also take into account the circumstances, which are known or should be known to the claimant, likely to be Cause a conflict of interest resulting from the occupational structure and activities of other members of the group.
"Item 313-21
" I.-The Conflict of Interest Policy put in place pursuant to Article 313-20 shall in particular:
" 1. Identify, by reference to investment services, related services and other activities of the investment service provider, situations which give or are likely to give rise to a conflict of interests involving a Substantial risk of harm to the interests of one or more customers, on the occasion of the supply of an investment service or related service or the management of UCITS;
" 2 ° Define the procedures to be followed and the steps to be taken to manage these conflicts.
" II. -The procedures and measures referred to in the 2 ° of the I shall be designed to ensure that the persons concerned engaged in the various activities involving a conflict of interest within the meaning of 1 ° of the I carry out these activities with a degree of independence Appropriate to the size and activities of the investment service provider and the group to which it belongs and the extent of the risk of harm incurred by clients.
" To the extent necessary and appropriate for the investment service provider to ensure the required degree of independence, these procedures and measures are as follows:
" 1 ° Effective procedures for prohibiting or controlling the exchange of information between the persons concerned engaged in activities involving a risk of conflict of interest where the exchange of such information may adversely affect the interests of the Or multiple clients;
" 2 ° Separate supervision of the persons concerned whose main functions are to carry out activities on behalf of certain clients or to provide services to them where the interests of those clients may conflict, or When these individuals represent different interests, including those of the claimant, who may conflict;
" 3 ° The abolition of any direct link between the remuneration of the persons concerned primarily engaged in a particular activity and the remuneration of other persons concerned primarily engaged in another activity, or the income generated by Such other persons, where a conflict of interest is likely to occur in connection with such activities;
" 4 ° Measures to prohibit or limit the exercise by any person of an inappropriate influence on the way in which a person concerned exercises his or her activities;
" 5 ° Measures to prohibit or control the simultaneous or consecutive participation of a person concerned in several investment or related services or other activities where such participation is likely to harm the Proper conflict of interest management;
" 6 ° Measures to ensure that a person concerned from a holding company is entitled only in that capacity and on behalf of the latter to provide paid counselling to companies whose securities are held In the UCITS managed or acquired, whether the payment of those benefits is due by the company concerned or by the managed UCITS.
" If the adoption or practical implementation of one or more of these measures and procedures does not ensure the requisite degree of independence, the investment service provider must take all the additional measures and procedures Or substitution that is necessary and appropriate for this purpose.
"Article 313-22
" The investment service provider keeps and regularly updates a register recording the types of Investment services or related services, or other activities performed by or on behalf of the person in respect of which a conflict of interest involving a significant risk of injury to the interests of one or more of its customers has occurred or, In the case of a current service or activity, is likely to occur.
"Paragraph 3
" Customer Information
" Article 313-23
" The information provided to customers pursuant to Article L. 533-10 of the Monetary and Financial Code is provided on a durable medium. It is sufficiently detailed, having regard to the characteristics of the customer so that the customer can make an informed decision.
"Article 313-24
" Where UCITS or investment funds managed by the investment service provider or a related company are bought or subscribed on behalf of a managed portfolio, the full mandate or prospectus or the information leaflet of the UCITS
"Paragraph 5
" Financial Analysis Terms
"Item 313-25
" Where it is issued by an investment service provider, a recommendation for investment within the meaning of Article R. 621-30-1 of the Monetary and Financial Code, hereinafter referred to as " General investment recommendation ", is:
" 1 ° Financial analysis or investment research in accordance with Article L. 544-1 of the following monetary and financial code "financial analysis, subject to the provisions of Articles 313-26 and 313-27;
" 2. In other cases, a promotional communication subject to the provisions of Article 313-28.
"Article 313-26
" I.-The investment service provider which produces or organises the production of financial analyses within the meaning of Article 313-25, intended for or likely to be subsequently disseminated to its own customers or to the public, under its own Or that of a member of its group, shall ensure that the provisions of Article 313-21 are applied to the financial analysts involved in the production of this analysis and to the persons concerned whose responsibilities or Business interests may conflict with the audience of the distributed analysis.
" II. -The provisions of the I do not apply to an investment service provider which distributes to the public or customers a financial analysis produced by another person if the following conditions are met:
" 1 ° The person who produces the financial analysis is not a member of the group of which the investment services provider belongs;
" 2 ° The investment service provider does not modify the substance of the recommendations contained in the financial analysis;
" 3 ° The investment service provider does not present the financial analysis as having been produced by itself;
" 4 ° The investment service provider verifies that the author of the financial analysis is subject to obligations equivalent to the requirements laid down in the I in relation to the production of this analysis, or that he has put in place a policy Integrating these obligations.
"Article 313-27
" The investment service provider referred to in the I of article 313-26 shall adopt measures to ensure
: 1 ° Financial analysts and other persons concerned shall refrain from carrying out, otherwise than as a market content acting in good faith and in the context of normal market conduct operations or in response to a customer order not Requests, personal transactions or transactions on behalf of any other person, including the investment service provider, concerning financial instruments on which the financial analysis relates, or any other Related financial instrument when:
" (a) They are aware of the likely release date of this financial analysis or its contents;
" (b) This knowledge is not available to the public or to customers and cannot be easily deduced from the information available;
" (c) Financial analysts and other persons concerned shall refrain from acting as long as the recipients of the financial analysis have not had a reasonable opportunity to act on the basis of the knowledge referred to in a;
" 2 ° In situations not mentioned in 1 °, financial analysts and other persons concerned in the production of financial analysis do not carry out personal transactions on the financial instruments on which the financial analysis is carried out. The analysis, or any other related financial instrument, that would be contrary to the recommendations in force issued by these persons, except in exceptional circumstances and with the prior approval of the compliance officer;
" 3 ° The investment service provider, financial analysts and other interested persons involved in the production of the financial analysis do not accept the benefits of persons with significant interests in the subject matter of the Analysis;
" 4 ° The investment service provider, financial analysts and other interested persons involved in the production of the financial analysis do not promise issuers favourable coverage in their analysis;
" 5 ° Where a financial analysis project contains a recommendation or price objective, neither the issuers nor the persons concerned other than the financial analysts, nor any other person, shall be allowed to examine this project Prior to its dissemination in order to verify the accuracy of the factual data contained in the analytical work or for any other purpose which would not be the verification of compliance with the professional obligations of the service provider Of the investment referred to in Article L. 621-15 of the Monetary and Financial
. For the purposes of this Article, " Related financial instrument " Any financial instrument whose price is closely linked to the price fluctuations of another instrument that is the subject of financial analysis, including derivatives that have underlying this other financial instrument.
"Article 313-28
" The general investment recommendation referred to in Article 313-25 shall be subject to the laws and regulations applicable to promotional communications and to the following conditions:
" 1 ° It is clearly identified as such;
" 2 ° It contains a clear warning that it has not been drafted in accordance with the regulations to promote the independence of financial analyses and that the investment service provider is not Subject to the prohibition of transactions on the instrument concerned before the communication is broadcast.
" In the case of an oral communication, it is accompanied by a similar warning.
"Subsection 7
" Business Cards
"Paragraph 1
" General
"Article 313-29
" Must have a professional card issued by the AMF or the investment service provider pursuant to Articles 313-38 and 313-45, the following data subjects:
" 1 ° Within an investment service provider other than a portfolio management company:
" (a) The negotiator for financial instruments;
" (b) The financial instrument compensator;
" (c) Compliance officer for investment services;
" (d) Financial analyst;
" 2 ° Within a portfolio management company: the Compliance and Internal Control Manager.
"Item 313-30
" The function of the negotiator of financial instruments is any natural person who is entitled to engage the person under the responsibility or on whose behalf it acts in a transaction for own account or on behalf of third parties For a financial instrument.
" Exercising the function of compensating financial instruments any natural person entitled to hire a clearing house vis-à-vis it.
" Is the compliance officer for investment services the person referred to in section 313-4.
" Exercises the function of compliance and internal control persons referred to in section 313-70.
" The function of financial analyst is any natural person whose task is to produce general investment recommendations referred to in the second paragraph of Article 313-25.
" Article 313-31
" A natural person may perform, on a trial or on a temporary basis, one of the functions referred to in Article 313-29 without being the holder of the required card, for a maximum period of six months, renewable once.
" The use of this exemption by an investment service provider, for the functions of negotiator, compensator and financial analyst, requires the prior agreement of the compliance officer for the investment services.
" The compliance officer for investment services or responsible for compliance and internal control may be exercised on a trial or temporary basis only with the prior approval of the AMF.
"Item 313-32
" The issue of a professional card requires the pre-establishment by the applicant of an authorisation dossier, submitted, as the case may be, to the investment service provider issuing the card or to the AMF.
" The approval record contains the elements specified in an AMF statement.
"Item 313-33
" The registration dossier shall be kept, as the case may be, in the investment service provider issuing the card or to the AMF for a period of ten years after the termination of the functions giving rise to the issue of the card Professional.
"Item 313-34
" When the effective exercise of the activity requiring a professional card ceases temporarily, this interruption shall not result in the removal of the card.
" The cessation of the exercise of the activity which justified the issuance of the card shall be considered final when its duration exceeds twelve months, unless exceptional cases are appreciated by the AMF.
" Article 313-35
" The definitive cessation of the exercise of the functions which justified the issue of a professional card results in the removal of the card. This withdrawal shall be effected, as appropriate, by the provider issuing the card or by the AMF.
" Where the professional card has been issued by the AMF, the investment service provider on whose behalf the holder acts shall inform the AMF upon the definitive cessation of activity referred to in the preceding paragraph.
"Item 313-36
" Where an investment service provider has been driven to take disciplinary action in respect of a person holding a professional card, due to breaches of his professional obligations, he shall inform the AMF in the One month delay.
"Item 313-37
" The AMF maintains a register of business cards.
" To this end, it shall be kept informed, within one month, by the person issuing or withdrawing the occupational card referred to in the a, b and d of the 1 ° of Article 313-29 of the identity of the persons to whom the card is issued or withdrawn.
" The AMF shall be kept informed of the designation as the person responsible for the conformity of persons mentioned in the c of 1 ° and at 2 ° of Article 313-29.
" The information on the business card register is retained for ten years after the professional card is removed.
"Paragraph 2
" Business cards issued by the AMF
"Article 313-38
" The AMF issues the professional card responsible for compliance and internal control and responsible for compliance for investment services to the holder of these functions. To this end, it shall organise a professional examination in accordance with the conditions referred to in Articles 313-42 to 313-44
However, when the investment service provider entrusses the function of responsible for compliance to one of its leaders, the latter shall be the holder of the corresponding professional card. It shall be exempt from the examination provided for in the first paragraph.
"Article 313-39
" In order to issue the professional card, the AMF shall ensure the good repute of the natural person concerned, his knowledge of professional obligations and his ability to perform the duties of the compliance officer. It also ensures that the investment service provider complies with the provisions of Article 313-3.
"Article 313-40
" The AMF may exempt from examination a person who has performed similar duties in another investment service provider with an equivalent activity and organisation, provided that such person has already successfully passed that Examination and that the investment service provider considering entrusting this function has already successfully submitted a candidate for examination.
"Article 313-41
" Where an investment service provider requires the assignment of a professional card for the benefit of several persons, the AMF shall ensure that the number of holders of these cards is in line with the The nature and risks of the investment service provider's business, size and organization.
" The investment service provider defines precisely in writing the responsibilities of each cardholder.
"Article 313-42
" The examination consists of an interview with a jury of the candidate for the assignment of the professional card, presented by the investment service provider on whose behalf he is called to perform his duties.
" The program and the terms and conditions of this review are specified by an AMF instruction.
" The AMF organises at least two exam sessions per year, stops the composition of the jury, the dates of the exams and the amount of the registration fee. This information is made known to investment service providers.
" The registration fee is collected by the AMF from investment service providers who submit candidates.
"Article 313-43
" The board referred to in the first paragraph of Article 313-42 shall be composed
: 1 ° A compliance officer, president;
" 2 ° A person in charge of an operational service with an investment service provider;
" 3 ° A member of the AMF services.
" If a candidate believes that a board member is in conflict of interest, he or she may ask the AMF to be heard by another board.
"Article 313-44
" The Board shall propose to the AMF the issue of the professional card if it considers that the conditions referred to in Article 313-39 are
. However, if the selection board is of the opinion that the candidate has the qualifications required to act as a compliance officer, but the investment service provider does not grant it appropriate autonomy or does not Provision of the appropriate means, it may propose to make the issue of the professional card conditional on the condition that the investment service provider regulates this situation and informs the AMF of the measures taken to that effect
When considering outsourcing the exercise of compliance officer functions for investment services or compliance and internal control, the opinion of the jury may be sought.
" Paragraph 3
"Business cards issued
by investment service providers
" Article 313-45
" The cards referred to in a, b and d of Article 313-29 shall be issued by investment service providers under the authority or on whose behalf the cardholders act.
" Item 313-46
" Before any of the occupational cards referred to in section 313-45 is issued, the compliance officer for the investment services shall ensure that the candidate has the required good repute; Also that it has satisfied the procedure set up by the investment service provider to verify that it has become aware of its professional
. It may obtain from the AMF, upon request by registered letter with a request for notification of receipt, or hand-delivered against receipt, the statement of the sanctions taken by the AMF against the person during the five years Previous.
"Item 313-47
" The investment service provider shall inform the AMF of the issue of the occupational card referred to in a, b and d of Article 313-29 within one month.
" The AMF may ask this investment service provider to communicate the approval file.
" Any person to whom a business card is issued is personally notified.
"Subsection 8
" Records and Data Retention
" Item 313-48
" The investment service provider shall ensure the registration of the warrants and repurchase orders for units or shares of UCITS in accordance with Articles 7 and 8 of Regulation (EC) No 1287/2006 of 10 August 2006.
"Item 313-49
" The investment service provider shall keep the records referred to in Articles L. 533-8 and 5 of Article L. 533-10 of the Monetary and Financial Code for at least five years
Agreements which set out the respective rights and obligations of the investment service provider and a customer in the context of a contract for the provision of services, or the conditions which the investment service provider applies For the provision of services to the customer are kept at least for the duration of the relationship with the customer.
" In the event of the withdrawal of the authorisation of the investment service provider, the AMF may require the latter to ensure the retention of all registrations concerned until the expiry of the five-year period provided for in the first
. The AMF may, in exceptional circumstances, require the investment service provider to keep all or part of such recordings over a longer period, within the limit justified by the nature of the instrument or Transaction, if required to perform its control functions.
"Item 313-50
" Records are stored on a media that allows the storage of information in such a way that it can be accessed by the AMF, in a form and in a manner that satisfies the following conditions:
" 1 ° AMF must be able to access it easily and reconstitute each key step in the processing of all transactions;
" 2 ° It shall be possible to easily verify the contents of any correction or other modification, or the state of the records prior to these corrections or modifications;
" 3 ° It should not be possible to manipulate or alter records in any way.
"Article 313-51
" The investment service provider arranges, in accordance with the laws and regulations, the recording of telephone conversations:
" 1 ° Financial instrument negotiators;
" 2 ° Persons concerned who, without being negotiators, participate in the commercial relationship with the licensors, where the person responsible for compliance considers it necessary because of the potential importance of the amounts Or the risks of the orders in question.
" However, the investment service provider may issue a specific clearance to the negotiators liable to carry out a transaction on a financial instrument outside the usual timetables or location of the services To which they are attached. It establishes a procedure defining the procedures for such interventions, so that they are provided with the required security.
"Article 313-52
" The purpose of recording a telephone conversation is to facilitate the monitoring of the regularity of operations performed and their compliance with the instructions of the order-givers.
" The hearing of a recording of a conversation referred to in section 313-51 may be conducted by the compliance officer. If the person responsible does not proceed to the hearing, the hearing may only take place with the agreement or agreement of a person designated by him or
. The persons referred to in Article 313-51 whose telephone conversations are likely to be registered shall be informed of the conditions under which they will be able to listen to the recordings in
. The length of storage of the telephone records required by this Regulation shall be at least six months. It cannot be longer than five years.
"Item 313-53
" Under the conditions set out in Article 313-50, the investment service provider shall ensure that the information relating to the controls and the assessments referred to in Article 313-2.
is kept. Subsection 9
"
Annual Information Sheet" Item 313-53-1
" Within four months after the end of the financial year, the holding company and the investment service provider carrying out the portfolio management service on behalf of third parties shall forward the information to the AMF On the information sheet whose contents are specified by an AMF statement.
"Section 2
" Additional Organization Rules
applicable to Portfolio management companies
"Subsection 1
" General Organizational Requirements
"Item 313-54
" I.-The portfolio management company is continuously using appropriate and sufficient resources, including adequate physical, financial and human
. II. -It establishes and maintains operational decision-making procedures and an organisational structure specifying in a clear and documented form hierarchical lines and the distribution of functions and responsibilities.
" III. -It ensures that the persons concerned are well aware of the procedures to be followed for the proper exercise of their
. IV. -It establishes and maintains operational internal control mechanisms, designed to ensure compliance with decisions and procedures at all levels of the holding company.
" The monitoring and follow-up procedures shall in particular enable the holding company to verify that its depositaries have procedures and means adapted to the operations carried out on its behalf.
" V.-It employs a staff with the qualifications, knowledge and expertise required to carry out the responsibilities entrusted to
. VI. -It establishes and maintains operational, an efficient reporting and reporting system at all relevant levels.
" VII. -It shall record in an appropriate and orderly manner the details of its activities and of its internal
. VIII. -It shall ensure that the fact of assigning multiple functions to the persons concerned does not or is not likely to prevent them from carrying out the proper, honest and professional discharge of any of these functions
IX. -For the purposes of applying I to VIII above, the holding company shall take due account of the nature, importance, complexity and diversity of the services it provides and the activities it carries out.
"Item 313-55
" The holding company shall establish and maintain operational systems and procedures to safeguard the security, integrity and confidentiality of information in an appropriate manner in the light of the nature of the information Affected.
"Item 313-56
" The holding company establishes and maintains business continuity plans in order to ensure, in the event of disruption of its systems and procedures, the safeguarding of its essential data and functions and the continuation Its investment or management services of UCITS or, where it is not possible, in order to allow for the timely recovery of such data and functions and the timely resumption of its activities.
" Article 313-57
" The holding company establishes and maintains operational accounting policies and procedures that enable it to provide timely, accurate and sincere financial information at the request of the AMF The financial situation is consistent with all accounting standards and rules in effect.
"Item 313-58
" The holding company shall regularly monitor and evaluate the adequacy and effectiveness of the systems, internal control mechanisms and other devices introduced pursuant to Articles 313-54 to 313-57 and shall take appropriate measures To fix any failures.
"Item 313-59
" The annual accounts of the holding company are certified by a statutory auditor. The holding company addresses the AMF within six months of the end of the financial year, a copy of the balance sheet, the results account and its annexes, the annual management report and its annexes, as well as the general reports and Legal controller special. If applicable, the company produces consolidated accounts.
"Subsection 2
" Risk Management
"Item 313-60
" I.-The portfolio management company takes the following steps:
" 1 ° It establishes and maintains operational risk management policies and procedures to identify risks associated with its activities, processes and systems and, where appropriate, to determine the level of risk tolerated by It;
" 2. It adopts mechanisms, processes and mechanisms to effectively manage the risks associated with its activities, processes and systems with regard to its risk tolerance level;
" 3 ° Control:
" (a) The adequacy and effectiveness of its risk management policies and procedures;
(b) The degree to which it and its persons concerned comply with the mechanisms, processes and mechanisms adopted under the 2 °;
" (c) The adequacy and effectiveness of the measures taken to remedy any deficiency in such devices and procedures, including any failure by the persons concerned to meet the requirements of such devices or procedures.
" II. -The holding company, where appropriate and proportionate to the nature, the importance, the complexity and the diversity of the activities it carries out, establishes and maintains a management function of the Risk independent of risky and performing activities:
" 1 ° Implement the policies and procedures referred to in I;
" 2 ° Advise executives and provide risk control reports in accordance with section 313-7.
" In cases where the holding company is not required to maintain an operational risk management function independently, it is nevertheless able to demonstrate that the policies and procedures it has Adopted under the I meet the requirements of this paragraph with the appropriate efficiency.
"Article 313-61
" The portfolio management company shall be able to measure at any time the risks associated with the positions taken in connection with the management of the portfolios of the UCITS or the principal and the contribution of these positions to the general risk profile of These portfolios. In accordance with the provisions referred to in Article R. 214-12 of the Monetary and Financial Code, the holding company shall, at any time, calculate the undertaking of the UCITS in accordance with the procedures specified in a Directive AMF.
" When information on prices and on the supply of a financial instrument is not available, the holding company is able to make its own valuation of the instrument before its acquisition or subscription.
"Subsection 3
"
periodic monitoring "Item 313-62
" Where appropriate and proportionate to the nature, importance, complexity and diversity of the activities it carries out, the holding company establishes and maintains a periodic monitoring function Separate and independent from its other functions and activities and whose responsibilities are:
" 1. Establish and maintain a periodic inspection programme to examine and evaluate the adequacy and effectiveness of the systems, internal control mechanisms and devices of the holding company;
" 2 ° Formulate recommendations based on the results of work carried out in accordance with 1 °;
" 3 ° Verify compliance with these recommendations;
" 4 ° Provide reports on periodic inspection issues in accordance with section 313-7.
"Subsection 4
" The organization of the
compliance functions and Internal control
"Paragraph 1
"
compliance and internal control elements " Item 313-63
" In accordance with the provisions of sub-section 1 of section 1 and sub-sections 1, 2 and 3 of section 2 of this chapter, the compliance and internal control device shall have a permanent control described in Article 313-64, a Periodic inspection described in Article 313-62 and the advisory and assistance missions mentioned in 2 ° du I of Article 313-2.
"Article 313-64
" The permanent control shall include the conformity control device referred to in 1 ° of the I of Article 313-2, the control device referred to in Article 313-58 and the risk control device provided for in Article 313-60.
"Article 313-65
" First-level controls are supported by people with operational capabilities.
" Continuous monitoring ensures, in the form of second-level controls, the proper execution of the first-level controls.
" Permanent control shall be exercised exclusively, subject to the provisions of Article 313-69, by persons dedicated to it.
"Paragraph 2
" Compliance and internal control
"Article 313-66
" The person responsible for compliance and internal control is responsible for the compliance function referred to in section 313-2, the permanent control referred to in section 313-64 and the periodic inspection referred to in section 313-62.
"Article 313-67
" Where the holding company establishes a separate and independent periodic monitoring function pursuant to Article 313-62, this function shall be entrusted to a person responsible for periodic inspection different from the head of the Compliance and permanent control function.
"Item 313-68
" The holding company can assign responsibility for ongoing, non-compliance, and compliance responsibility to two different people.
"Item 313-69
" When the leader acts as a compliance officer, he is also responsible for periodic monitoring and non-compliance.
"Article 313-70
" Professional card holders:
" 1 ° The person in charge referred to in item 313-66;
" 2 ° The person responsible for compliance and permanent control referred to in section 313-67;
" 3 ° The person in charge of the permanent non-compliance check referred to in Article 313-68 and the person responsible for compliance, mentioned in that article, when the two functions are separate.
" The employees of the holding company or the employees of another entity within its group or belonging to the same group may be holders of the occupational card, if they are presented by the holding company under examination. Central organ.
" The AMF ensures that the number of professional card holders is commensurate with the nature and risks of the activities of the holding company, its size and organization.
" The person in charge of the periodic inspection referred to in section 313-67 does not hold the business card.
"Item 313-71
" The holding company shall set up a procedure enabling all its employees and natural persons acting on its behalf to communicate to the person responsible for the compliance and internal control of their questions Deficiencies found in the effective implementation of the compliance obligations.
"Subsection 5
" Outsourcing
" Article 313-72
" Where the holding company assigns to a third party the performance of essential or important operational tasks or functions for the provision of a service or the carrying out of activities, it shall take reasonable measures to avoid a Undue escalation of operational risk.
" Outsourcing of essential or important operational tasks or functions should not be done in a manner that significantly interferes with the quality of internal control and prevents the AMF from controlling that the holding company Respects all its obligations.
" Any outsourcing of such a magnitude that the holding company would be converted into a mailbox must be deemed to be in breach of the terms and conditions that the holding company is required to comply with. Obtain and retain approval.
"Item 313-73
" Outsourcing consists of any agreement, whatever its form, between the holding company and a service provider under which this provider takes over a process, service or activity that would otherwise have Was the responsibility of the holding company itself.
"Item 313-74
" I. A task or operational function is considered essential or important where an anomaly or failure in its exercise is likely to seriously impair the ability of the holding company to Comply on an ongoing basis with the conditions and obligations of its approval or professional obligations referred to in Article L. 621-15 of the Monetary and Financial Code, its financial performance or the continuity of its Activities. In particular, this subsection applies in the case of outsourcing an investment service.
" II. -Without prejudice to the assessment of any other task or function, the following tasks or functions are not considered to be essential or important tasks or functions:
" 1 ° The provision for the benefit of the holding company, consulting services and other services not forming part of the investment services, including the provision of legal advice, training of staff, services Billing and security of the portfolio management company's premises and personnel;
" 2 ° Purchase of standard benefits, including services that provide market information or price data flows.
"Article 313-75
" I.-The holding company which externalises a task or operational function shall remain fully responsible for the fulfilment of all its professional obligations referred to in Article L. 621-15 of the Monetary and Financial Code And conforms in particular to the following conditions:
" 1 ° Outsourcing entails no delegation of leadership responsibility;
" 2 ° Outsourcing does not alter the relationships of the holding company with its customers or its obligations to them;
" 3 ° Outsourcing does not alter the conditions or commitments under its approval.
" II. -The holding company shall act with all the competence, care and diligence required when concluding, applying or terminating an outsourcing contract for an essential or important task or operational function.
" In particular, the holding company is required to take all measures to ensure that the following conditions are met:
" 1 ° The service provider has the capacity, quality and possible pardons required to perform tasks or functions outsourced in a reliable and professional manner;
" 2 ° The service provider provides the outsourced services effectively. For this purpose, the portfolio management company defines methods for evaluating the performance level of the service provider;
" 3 ° The service provider shall adequately monitor the performance of outsourced tasks or functions and adequately manage the risks arising from outsourcing;
" 4 ° The holding company shall take appropriate measures if it appears that the service provider may not perform his duties or functions effectively or in accordance with the professional obligations mentioned in II Article L. 621-15 of the monetary and financial code applicable to them;
" 5 ° The portfolio management company retains the necessary expertise to effectively control outsourced tasks or functions and manages the risks arising from outsourcing, and performs the monitoring of these tasks and the management of these tasks. Risks;
" 6 ° The service provider shall inform the holding company of any event likely to have a significant impact on its ability to perform the tasks or functions outsourced efficiently and in accordance with the obligations Professional referred to in Article L. 621-15 of the monetary and financial code applicable to them;
7 ° The terms of termination of the outsourcing contract at the initiative of any of the parties shall ensure the continuity and quality of the activities performed;
" 8 ° The service provider cooperates with the AMF for all tasks or functions externalized;
" 9 ° The holding company, the persons responsible for the control of its accounts and the competent authorities shall have effective access to data relating to the externalised tasks or functions and to the professional premises of the provider of Services;
" 10 ° The service provider ensures the protection of confidential information relating to the holding company or its clients;
" 11 ° The holding company and the service provider shall establish, establish and maintain an emergency plan for the recovery of the activity after a disaster and providing for regular monitoring of the capabilities Backup, in all cases where it appears necessary in view of the nature of the task or the externalized function.
" III. -The respective rights and obligations of the holding company and the service provider are clearly defined in a contract.
" IV. -In order to define the terms of application of this Article, where the holding company and the service provider belong to the same group or fall within the same central body, the holding company may take The extent to which it controls the service provider or can influence its actions.
" V.-The holding company shall provide to the AMF, at the request of the AMF, all the information necessary to enable it to verify that the tasks or functions externalised are carried out in accordance with the requirements of the present Book.
"Item 313-76
" I.-When the holding company externalises to a service provider located in a non-European Economic Area, the management of the portfolio of a non-professional client, it ensures that the conditions Of the following:
" 1 ° The service provider is registered or registered in his country of origin for the purpose of exercising the portfolio management service on behalf of third parties and is subject to prudential supervision;
" 2 ° An appropriate cooperation agreement between the AMF and the competent authority of the service provider
. II. -With regard to the management of the portfolio of a non-professional customer, if one or both of the conditions mentioned in the I are not fulfilled, the holding company cannot outsource the portfolio management service in the To a service provider located in a non-European Economic Area office only after having notified the outsourcing contract to the AMF.
" Failing observations by the AMF within three months of notification, the outsourcing envisaged by the holding company may be implemented.
" Subsection 6
"
UCITS Management Delegation" Article 313-77
" When the portfolio management company delegates the management of UCITS, it must meet the following conditions:
" 1 ° The delegation cannot cover the entire UCITS management activity;
" 2 ° The delegation should not hinder the good exercise of surveillance by the AMF whose delegated portfolio management company is the object of this exercise;
" 3 ° The holding company has put in place measures enabling it to effectively and at all times control the activity of the delegate;
" 4 ° The holding company must be able to intervene with the delegate to obtain compliance with the rules applicable to the management activity on behalf of third parties;
" 5 ° The delegation contract, the terms of which are specified by an AMF instruction, shall be drawn up in writing. It must be able to be terminated at any time on the initiative of the delegated portfolio management company. When the termination is done at the delegate's initiative, it must be performed under conditions that ensure the continuity of the delegated activity;
" 6 ° Portfolio management company remains responsible for delegated activities;
" 7 ° The delegation should not be liable to generate conflicts of interest;
" 8 ° Where the delegate is established in a State which is not a party to the Agreement on the European Economic Area, cooperation between the AMF and the supervisory authorities of that State shall be ensured.
" Article 313-78
" Financial management may be delegated only to a person authorized to manage collective investment bodies by a public authority or having received delegation from a public
. The delegate must respect the rules of conduct applicable to the management of UCITS
The delegation of financial, administrative or accounting management of a UCITS shall be subject to the approval of the AMF
The delegation agreement is made available to the AMF.
"Chapter IV
" Rules of Conduct
" Section 1
"General
" Article 314-1
" The provisions of this Chapter shall apply to investment services and related services provided by registered investment service providers in France, with the exception, for branches established in other States Parties to The agreement on the European Economic Area, the services they provide in that State.
' Pursuant to Article L. 532-18-2 of the Monetary and Financial Code, these provisions also apply to investment services and related services provided in France by branches established in France by service providers Approved investment in other States Parties to the Agreement on the European Economic Area.
" The investment service provider shall ensure that the persons concerned are reminded that they are subject to professional secrecy under the conditions and penalties provided for by
. For the purposes of this chapter, the term "customer refers to existing customers and potential customers.
" Subsection 1
" Approval of codes of good Driving
"Article 314-2
" Where a professional association develops a code of conduct intended to apply to investment services or the management of UCITS, the AMF shall ensure that its provisions are compatible with those of the present Regulation.
" The professional association may ask the AMF to approve all or part of this code as professional rules.
" When, after the opinion of the French Association of Credit Institutions and Investment Firms, the AMF considers it appropriate to apply to all investment service providers all or part of the provisions of the Code in question, It makes this decision known by publishing it to the mandatory Legal Bulletin and its site.
"Subsection 2
" Primacy of interest of the
client and Respect for market integrity
"Article 314-3
" The investment service provider acts in an honest, loyal and professional manner that best serves the interests of customers and promotes the integrity of the market. It respects, in particular, the rules governing the operation of regulated markets and the multilateral trading systems on which it operates.
" Section 2
"Categorization of eligible clients and counterparties
" Item 314-4
" I.-The investment service provider establishes and implements appropriate and written policies and procedures to classify its clients in the categories of non-professional clients, professional clients or counterparties Eligible.
" II. -The investment service provider informs customers of their categorisation as a non-professional client, professional customer or eligible counterparty.
" It also informs them in case of category change.
" It informs its customers on a durable medium of their right to request a different categorization and the resulting consequences for their level of protection.
" III. -It is the responsibility of the professional client or counterparty eligible to inform the investment service provider of any change that may change its categorization.
" IV. -The investment service provider who finds that a professional customer or eligible counterparty no longer fulfils the conditions that he or she would be categorised as such takes appropriate action.
" V.-It is the responsibility of the professional client by nature or the counterparty eligible to request to be placed in a category with greater protection if he or she considers that he is not in a position to properly assess or manage the risks to which he/she is Is exposed.
"Item 314-4-1
" When entering the relationship, the investment service provider collects useful information relating to the identity and legal capacity of any new customer under the conditions specified by an AMF instruction.
"Subsection 1
" Non-professional clients on option
"Item 314-5
" The professional customer may ask the investment service provider to recognise him as a non-professional client, either in general or for financial instruments, investment services or transactions Determined.
" If the claimant has access to this application, a paper agreement or other durable medium determines the financial instruments, investment services and transactions involved.
" Subsection 2
"Business clients on option
" Item 314-6
" The non-professional client may waive some of the protection offered by the rules of conduct referred to in this
. The investment service provider may, in this case, treat this non-professional client as a professional client on the condition that it meets the criteria and procedure set out below. However, non-professional customers should not be presumed to have market knowledge and experience comparable to those referred to in subsection 1 of this section.
" This reduction in the protection afforded by the rules of good conduct shall be deemed to be valid only on condition that an adequate assessment by the investment service provider of the competence, experience and knowledge of the Providing reasonable assurance on the nature of the transactions or services contemplated that the client is able to make the investment decisions and to understand the risks involved.
" The ability criteria applied to directors and officers of companies approved on the basis of financial directives may be considered as one of the means of assessing the competence and knowledge of the client. In the case of a small business not meeting the criteria of 2 of I of Article D. 533-11 of the Monetary and Financial Code, the assessment shall relate to the person authorized to carry out transactions on behalf of the latter.
" As part of this evaluation, at least two of the following criteria must be met:
" 1 ° The holding of a portfolio of financial instruments of more than EUR 500 000;
" 2 ° The completion of operations, each of a significant size, on financial instruments, at least ten per quarter on average over the previous four quarters;
" 3 ° The occupation for at least one year in the financial sector of a professional position requiring a knowledge of investment in financial
. An AMF instruction specifies the conditions of application of this section.
"Item 314-7
" Customers referred to in Article 314-6 may waive the protection afforded by the rules of conduct according to the following procedure:
" 1 ° The customer shall notify the investment service provider in writing of his wish to be treated as a professional customer, either at any time, either for an investment service or a specified transaction, or for a type of Transactions or products;
" 2 ° The investment service provider shall specify clearly and in writing the indemnification and compensation rights which the customer may be deprived of;
" 3 ° The customer declares in writing, in a separate document of the contract, that he is aware of the consequences of his renunciation of the above
. Before deciding to accept this waiver, the investment service provider is required to take reasonable steps to ensure that the client who wishes to be treated as a professional client meets the criteria set out in Item 314-6.
"Subsection 3
" Eligible counterparties
"Article 314-8
" An eligible counterparty referred to in Article L. 533-20 of the Monetary and Financial Code may request the investment service provider to recognise the status of a professional or non-professional client, or in such a way as to For financial instruments, investment services or specified transactions.
" If the provider accesses this request, it processes the qualifying consideration, as the case may be, as a business customer or a non-professional customer.
"Item 314-9
" Where an entity referred to in Article 314-8 requests that it be recognised as a customer, without, however, expressly requesting the status of non-professional client, and that the investment service provider complies with that request, the Provider treats this entity as a business customer.
" However, where the said entity expressly requests non-professional client status and the investment service provider has access to that request, the provider shall treat the entity as a non-professional customer.
"Section 3
" Customer information
"Subsection 1
" Features
"Paragraph 1
" Clear and non-misleading information
"Article 314-10
" The investment service provider shall ensure that all information, including promotional material, addressed to customers, complies with the conditions laid down in Article L. 533-12 of the Monetary and Financial
. The claimant also ensures that all information, including promotional material, addressed to non-professional clients, or likely to reach such recipients, meets the conditions set out in sections 314-11 to 314-17.
"Item 314-11
" Information includes the name of the investment service provider.
" It is accurate and, in particular, refrains from focusing on the potential benefits of an investment service or financial instrument without also indicating, correctly and in a very apparent way, the potential risks Corresponding.
" It is sufficient and presented in a manner that is understandable to an average investor of the category to which it is or is likely to reach.
" It neither minimizes nor displaces important elements, declarations or warnings.
"Article 314-12
" When the information compares investment services or related services, financial instruments or persons providing investment services or related services, it must meet the following conditions:
" 1 ° The comparison is relevant and presented in a correct and balanced manner;
" 2 ° The information sources used for this comparison are specified;
" 3 ° The main facts and assumptions used in the comparison are mentioned.
"Article 314-13
" Where the information contains an indication of the past performance of a financial instrument, financial index or investment service, it must meet the following conditions:
" 1 ° This indication should not be the central theme of the information communicated;
" 2 ° Information should provide appropriate data on past performance over the last five years or the whole period since the financial instrument, the financial index or the investment service are proposed or exist if This period is less than five years, or a longer period, at the initiative of the investment service provider. In all cases, the period selected must be based on 12-month complete slices;
" 3 ° The reference period and data source should be clearly indicated;
" 4 ° Information is prominently displayed stating that the figures cited relate to the past years and that past performance is not a reliable indicator of future performance;
" 5 ° Where the indication is based on figures expressed in a currency which is not that of the Member State in which the non-professional client resides, it shall indicate clearly which currency it is and mentions that the Client can be increased or reduced based on exchange rate fluctuations;
" 6 ° Where the indication relates to gross performance, it specifies the effect of commissions, charges or other charges.
"Article 314-14
" Where the information includes past performance simulations or references it, it must relate to a financial instrument or financial index, and the following conditions must be met:
" 1 ° The simulation of past performance is based on the actual past performance of one or more financial instruments or financial indices that are similar or underlying to the financial instrument concerned;
" 2 ° With regard to the actual past performances mentioned in 1 ° of this Article, the conditions listed in the 1 ° to 3 °, 5 ° and 6 ° of Article 314-13 must be satisfied;
" 3 ° Information is in good place a warning that the figures refer to past performance simulations and that past performance does not prejudge future performance.
" Item 314-15
" When the information contains future performance data, the following conditions must be met:
" 1 ° Information is not based on or refers to past performance simulations;
" 2 ° It is based on reasonable assumptions based on objective elements;
3 ° Where information is based on gross performance, the effect of fees, fees or other charges shall be specified;
" 4 ° It appears in good place to indicate that past performance does not predict future performance.
"Article 314-16
" When the information refers to a particular tax treatment, it clearly indicates that the tax treatment depends on the individual circumstances of each client and that it is likely to be modified later.
"Item 314-17
" The information shall not use the name of any competent authority in a manner that may indicate or imply that the authority approves or endorses the products or services of the investment service provider.
"Paragraph 2
" Content and time
of information communication
"Item 314-18
" Appropriate information is provided to customers in understandable form on:
" 1 ° The investment service provider and its services;
" 2 ° Financial instruments and proposed investment strategies, which should include appropriate guidance and warnings on the risks inherent in investing in these instruments or in certain strategies Investment;
" 3 ° If applicable, the runtime systems;
" 4 ° Costs and related costs.
" The purpose of the communication of this information is to provide a reasonable opportunity for customers to understand the nature of the investment service and the specific type of financial instrument proposed and the associated risks and, consequently, Making investment decisions in an informed manner. This information can be provided in a standardized form.
"Item 314-19
" Information specific to a UCITS in accordance with Directive 85 /611/EEC of 20 December 1985 contained in its simplified prospectus shall be deemed to comply with Articles 314-33, 314-34, 314-37 and 314-42.
" Item 314-20
" The investment service provider provides the following information to non-professional clients in a timely manner, either before they are bound by a contract for the provision of investment services or related services, or before The provision of such services if this benefit is not contracted or before the conclusion of a contract:
" 1 ° The terms of the contract for the provision of investment services or related services;
" 2 ° The information required in Article 314-32.
"Article 314-21
" For non-professional customers, the information referred to in Articles 314-34, 314-40 to 314-42 shall be provided in due time and before the service is provided.
"Article 314-22
" For professional customers, the information referred to in the 4 ° and 5 ° of Article 314-39 is provided in good time and before the service is provided.
"Article 314-23
" For a non-professional customer, the information required under Article 314-20 may be provided immediately after the conclusion of any contract for the provision of investment services or related services, and the information referred to in Section 314-21 may be provided immediately after the investment service provider has begun to provide the service, under the following conditions:
" 1 ° The investment service provider has not been able to meet the deadlines mentioned in Articles 314-20 and 314-21 because at the request of the customer the contract was concluded using a means of remote communication which does not permit Not the provider to provide information in accordance with these items;
" 2 ° The investment service provider shall apply the provisions of Article R. 121-2-1 (5 °) of the Consumer Code or any equivalent provision of another State Party to the Agreement on the European Economic Area.
"Item 314-24
" The investment service provider shall in due course inform the customer of any substantial change in the information to be provided under sub-sections 3 and 4 having an impact on a service which it provides to that customer. This notification must be made on a durable medium if the relevant information is to be provided on such support.
"Article 314-25
" The information referred to in Articles 314-20 to 314-23 shall be provided on a durable medium in accordance with the conditions laid down in Article 314-26 or broadcast on an Internet site under the conditions set out in Article 314-27.
" Paragraph 3
"Information Communication Support
" Item 314-26
" A durable medium is any device that allows a customer to store information that is addressed to him personally in a way that allows them to be easily carried over into the future for a period of time adapted for the purposes for which the Information is intended for and allows for the same replication of stored information.
" Durable support may take a form other than paper form on condition that:
" 1 ° The provision of information on this medium is adapted to the context in which the business between the investment service provider and the customer is or will be conducted;
" 2 ° The person to whom the information is to be provided, after the choice has been made between the provision of the information on paper or that other durable medium, formally opts for the provision of the information on that other medium.
"Item 314-27
" Where, pursuant to Articles 314-20 to 314-25, 314-29, 314-31 to 314-42 and 314-72, the investment service provider provides information to a customer by means of an Internet site and this information is not addressed Personally to the customer, the following conditions must be met:
" 1 ° The provision of this information by this means is adapted to the context in which the business between the provider and the client is or will be conducted;
" 2 ° The customer must formally consent to the provision of this information in this form;
" 3 ° The customer must be notified by electronic means of the website address and the place on the Internet site where he may have access to this information;
" 4 ° Information must be current;
" 5 ° The information must be accessible on an ongoing basis on the Internet site during the period that is reasonably necessary for the customer to examine it.
"Article 314-28
" The provision of information by means of electronic communications shall be regarded as adapted to the context in which the business between the investment service provider and the customer is or will be conducted if it is proved that the latter Has regular access to the Internet. The provision by the customer of an email address for the purpose of conducting these cases is evidence of this regular access.
"Subsection 2
" Promotional Communications
"Item 314-29
" The information contained in a promotional communication is compatible with all the information that the investment service provider provides to its clients as part of its service delivery activity Associated services.
"Item 314-30
" The AMF may require investment service providers to communicate to it, prior to their publication, distribution, distribution or distribution, promotional communications relating to investment services Provide and the financial instruments that they propose.
" It may change the layout or content to ensure that the information is correct, clear and not misleading.
"Item 314-31
" Where a promotional communication contains an offer or invitation of the following type and specifies the mode of reply or includes a form to be used for any reply, it shall contain all the information referred to in the Subsections 3 and 4 that appear relevant to this offer or invitation:
" 1 ° Offer of conclusion of a contract or transaction concerning a financial instrument, an investment service or a related service to any person who responds to the communication of a promotional nature;
" 2 ° Invitation to any person who responds to the promotional communication to enter into a contract for a financial instrument, an investment service or a related service.
" However, the first paragraph shall not apply where, in order to respond to the offer or invitation contained in the communication of a promotional nature, the potential non-professional customer must refer to one or more other documents which, alone Or in combination, contain this information.
"Subsection 3
" Provider Information,
Services and Financial Instruments
"Paragraph 1
" Common provisions
"Article 314-32
" The investment service provider must provide the non-professional customer with the following general information in the relevant cases:
" 1 ° The name and address of the investment service provider and the details necessary to enable the customer to communicate effectively with the provider;
" 2 ° The languages in which the customer can communicate with the investment service provider and receive documents and other information from him;
" 3 ° The modes of communication to be used between the investment service provider and the customer, including, where appropriate, for sending and receiving orders;
" 4 ° A declaration that the investment service provider is authorised and the name and address of the competent authority having issued this authorisation;
' 5 ° Where the investment service provider acts through a related agent, a declaration to that effect specifying the Member State in which that agent is registered;
6 ° The nature, frequency and reporting dates of the performance of the service to be provided by the investment service provider;
" 7 ° In the event that the investment service provider has financial instruments or client species, a short description of how it proceeds to ensure their protection, including an overview of the devices Relevant investor compensation and deposit guarantee that applies to the claimant as a result of his or her activities;
" 8 ° A general description, possibly provided in summary form, of the policy followed by the provider of investment services in the field of conflicts of interest, in accordance with Articles 313-20 and 313-21;
" 9 ° As soon as a customer requests it, further information on this policy on conflict of interest on a durable medium or on an Internet site under the conditions of Article 314-27.
" Article 314-33
" The investment service provider shall provide the customer with a general description of the nature and risks of the financial instruments, taking account in particular of its categorisation as a non-professional or customer Professional.
" This description sets out the characteristics specific to the particular type of instrument concerned, as well as the risks that are specific to it in sufficient detail for the customer to make investment decisions in Knowledge of cause.
"Item 314-34
" The description of the risks must include, where appropriate, the specific type of instrument concerned, the status and the level of knowledge of the customer, the following:
" 1. Risks associated with financial instruments of this type, including an explanation of the impact of the potential leverage effect and the risk of total investment loss;
" 2 ° The price volatility of these instruments and the potentially narrow nature of the market where they can be negotiated;
" 3 ° The fact that, as a result of transactions in these instruments, an investor may have to assume, in addition to the cost of acquiring the instruments, financial commitments and other obligations, including potential liabilities;
" 4 ° Any requirement for deposit of cover or margin or similar obligation applicable to the type of instruments in question.
"Article 314-35
" Where the investment service provider provides a non-professional customer with information on a financial instrument that is the subject of an offer to the public on the occasion of which a prospectus has been published pursuant to the Directive 2003 /71/EC, the investment service provider shall inform the customer of the manner in which the prospectus is made available to the public.
"Article 314-36
" Where the risks associated with a financial instrument composed of two or more financial instruments or services are likely to be higher than the risks associated with each of its components, the investment service provider Provides an adequate description of the device components and how their interaction increases the risk.
"Item 314-37
" In the case of financial instruments incorporating a guarantee provided by a third party, the information on the guarantee must include sufficient details of the guarantor and the guarantee for the non-professional client to be able to assess Correctly this warranty.
"Item 314-38
" The investment service provider shall inform his client of the nature of the guarantees offered by the clearing house.
"Paragraph 2
" Provisions Specific to
detention of financial instruments for
clients "Item 314-39
" The investment service provider holding financial instruments shall provide the customer with the following information in the relevant cases:
" 1 ° The investment service provider shall inform the non-professional client of the fact that the financial instruments belonging to him may be held by a third party on behalf of the provider, as well as the responsibility that the provider of Investment services for any act or omission of this third party, or its potential insolvency and consequences for that customer;
" 2 ° Where the financial instruments of the non-professional customer may, if permitted by the applicable law, be held on a global account by a third party, the investment service provider shall inform that customer by making a clear view of the A warning about the resulting risks;
" 3 ° Where the applicable law does not identify separately the financial instruments of a non-professional client held by a third party of the third party's own financial instruments or the investment service provider, the latter shall Inform this customer with a warning about the resulting risks;
" 4 ° The investment service provider shall inform the customer of the cases in which accounts containing financial instruments belonging to that customer are, or will be, subject to a right other than that of a State Party to the agreement on the Space European Economic Community, and it specifies to what extent the rights of the customer relating to these financial instruments are affected;
" 5 ° The investment service provider shall inform the customer of the existence and characteristics of any interest or privilege that the provider holds or may hold on the customer's financial instruments or any right of compensation That it has on these instruments.
" Where appropriate, it shall inform the customer of the fact that a third party may have an interest or a right of compensation on such instruments;
" 6 ° The investment service provider proposing to make temporary assignments of securities using financial instruments which it holds on behalf of a non-professional client or otherwise use these instruments Financial for its own account or the account of another customer must first provide to the non-professional client, in due time before their use and on a durable medium, clear, complete and accurate information on the obligations and The provider's responsibilities as a result of the use of these financial instruments, including the conditions for their return and the risks involved.
" Paragraph 3
"Terms specific to the
portfolio management service" Item 314-40
" The investment service provider who provides the portfolio management service shall establish an appropriate method of assessment and comparison of the service provided in order to enable the customer to whom the service is provided to assess the Investment service provider performance.
" This method may include establishing the relevant reference value taking into account the customer's investment objectives and the types of financial instruments integrating its portfolio.
" Article 314-41
" Where the customer is non-professional, the investment service provider shall, in addition to the information required in Article 314-32, communicate the following data in the relevant cases:
" 1 ° Information on the method and frequency of evaluation of the financial instruments of the client's portfolio;
" 2 ° The details of any outsourcing of individual portfolio management of all or part of the financial instruments or species included in the client's portfolio;
" 3 ° A description of any reference value to which the performance of the customer's portfolio will be compared;
" 4 ° The types of financial instruments that may be included in the customer's portfolio as well as the types of transactions that may be carried out on these instruments, including possible limits;
" 5 ° Management objectives, the degree of risk that will correspond to the exercise by the portfolio manager of his/her discretion and any specific constraints.
" Subsection 4
"Charges Information
" Item 314-42
" The investment service provider shall provide non-professional customers with information on the costs and costs, if any, of the following information:
" 1 ° The total price to be paid by the customer in connection with the financial instrument or the investment service or related service, including all fees, commissions, expenses and related expenses, as well as all fees payable by The intermediary of the investment service provider or, if the exact price cannot be specified, the basis for calculating the total price so that the customer can verify it;
" Commissions billed by the investment service provider must be broken down separately in each case;
" 2 ° Where any part of the total price referred to in 1 ° must be paid or is expressed in a currency other than the euro, the currency in question and the applicable exchange rates and charges shall be indicated;
" 3 ° The mention of the possible existence of other costs for the customer, including taxes, in connection with transactions relating to the financial instrument or investment service, which are not paid through the provider of Investment services or imposed by it;
" 4 ° Payment terms or other possible formalities.
"Section 4
" Assessment of adequacy
and the appropriateness of the service to be provided
"Subsection 1
" Evaluating the adequacy of
investment advisory and portfolio management services
" Article 314-43
" Pursuant to Article D. 321-1 of the Monetary and Financial Code, a recommendation is personalised when it is addressed to a person on account of the quality of the investor or potential investor, or of his or her status as a representative A potential investor or investor.
" This recommendation shall be presented as appropriate to that person, or based on the examination of the person's own circumstances, and shall recommend the completion of an operation in the following categories:
" 1 ° The purchase, sale, subscription, exchange, refund, holding or closing of a particular financial instrument;
" 2 ° The exercise or non-exercise of the right conferred by a particular financial instrument to buy, sell, subscribe, exchange or refund a financial
. A recommendation is not deemed to be customized if it is broadcast exclusively through distribution channels or intended for the public.
"Item 314-44
" Pursuant to Article L. 533-13 of the Monetary and Financial Code, the investment service provider shall obtain from the customer all information enabling him to have sufficient knowledge of the essential facts Concerning and considering, taking into account the nature and extent of the service provided, that the transaction it intends to recommend or the portfolio management service that it intends to provide satisfies the following criteria:
" 1 ° Service meets customer's investment objectives;
" 2 ° The customer is financially able to deal with any risk associated with the recommended transaction or the portfolio management service provided and compatible with its investment objectives;
" 3 ° The customer has the experience and knowledge to understand the risks inherent in the recommended transaction or the portfolio management service provided.
" Article 314-45
" When the investment service provider provides the investment counselling service to a business customer, it can assume that the client is financially able to cope with any corresponding investment risk The investment objectives of this customer.
"Item 314-46
" Information concerning the financial situation of the customer must include information, to the extent that they are relevant, relating to the source and importance of its regular income, assets, including liquids, investments and Real property, as well as regular financial commitments.
"Item 314-47
" Information about the customer's investment objectives should include information, to the extent that they are relevant, about the length of time the customer wishes to keep the investment, his or her preferences for Risk profile, its risk profile, and the purpose of the investment.
"Subsection 2
" Assessment of the appropriate character
of other services "Article
-48
" Article 314-49
" In order to carry out the evaluation referred to in Article L. 533-13 of the Monetary and Financial Code, the investment service provider shall check whether the customer has the level of experience and knowledge required to understand the risks Inherent in the proposed or proposed financial instrument or investment service.
"Item 314-50
" The warning referred to in Article L. 533-13 of the Monetary and Financial Code may be transmitted in a standardised form.
"Subsection 3
" Provisions
evaluation of appropriateness and appropriateness
"Item 314-51
" The information referred to in sub-sections 1 and 2 of this section concerning an investment client's knowledge and experience shall include the following information, to the extent that they are appropriate for the purposes of Nature of the customer, the nature and extent of the service to be provided and the type of financial instrument or transaction envisaged, and the complexity and risks inherent in the service:
" 1 ° The types of services, transactions and financial instruments that are familiar to the customer;
" 2 ° The nature, volume and frequency of transactions on financial instruments performed by the customer, as well as the period during which these transactions occurred;
" 3 ° The level of knowledge and occupation or, if relevant, the professional experience of the customer.
"Article 314-52
" The investment service provider shall not encourage the customer not to provide the information referred to in sub-sections 1 and 2 of this section.
"Article 314-53
" The investment service provider shall be entitled to rely on the information provided by his clients, unless he knows, or is in a position to know, that they are manifestly outdated, incorrect or incomplete.
"Item 314-54
" Where the investment service provider provides an investment service to a professional client, it is reasonable to assume that, as regards the instruments, the transactions and services for which it is categorised as such, The customer has the experience and knowledge to understand the risks inherent in these instruments, transactions or services.
"Subsection 4
" Terms specific to
order simple execution service "Item 314-55
" The provisions of sub-sections 1 to 3 of this section shall not apply to the simple execution service of the orders referred to in Article L. 533-13 of the Monetary and Financial
. For the application of 3 ° of III of Article L. 533-13 of the Monetary and Financial Code, the investment service provider shall clearly inform the customer that, when providing the simple execution service of the orders, it is not required Assess whether the financial instrument or service is suitable for the customer and therefore the customer does not enjoy the corresponding protection of the rules of good conduct.
" This warning can be passed in a standard format.
"Item 314-56
" For the application of Article L. 533-13 of Article L. 533-13 of the Monetary and Financial Code, a service may be considered to be provided on the initiative of the customer, even if the latter so requests as a result of any communication containing a Promotion or an offer of financial instruments, made by any means and which, by its very nature, is of a general nature and addressed to the public or to a wider group or category of customers.
" A service may not be considered to be provided on the initiative of the customer when the customer requests it as a result of a personalised communication sent to it by or on behalf of the investment service provider. Or try to invite him to take an interest in a particular financial instrument or transaction.
"Item 314-57
" I.-For the application of 1 ° of III of Article L. 533-13 of the Monetary and Financial Code, the following financial instruments are non-complex financial instruments:
" 1 ° The shares accepted for negotiation on a regulated market of a State Party to the Agreement on the European Economic Area or on an equivalent market in a third country;
" 2 ° Money market instruments;
" 3 ° Obligations and other debt obligations, with the exception of obligations and other debt obligations with a derived instrument;
" 4 ° The units or shares of UCITS conforming to Directive 85 /611/EEC of 20 December 1985
II. -For the application of 1 ° of III of Article L. 533-13 of the Monetary and Financial Code, a financial instrument is also deemed not to be complex if it meets the following conditions:
" 1 ° It is not:
" (a) A financial instrument referred to in Article L. 211-1 of the Monetary and Financial Code when it gives the right to acquire or sell another financial instrument or give rise to a cash settlement, fixed by reference to instruments Financial, currency, interest rate or return, raw materials or other indices or measures;
" (b) A term financial instrument within the meaning of 4 of the I of Article L. 211-1 of the Monetary and Financial Code;
2 ° The opportunities are frequent to assign, refund or realize this instrument at prices which are available to the public and which are either market prices or prices made available, or validated, by independent evaluation systems of The sender;
" 3 ° It does not imply for the customer any actual or potential debt that would exceed its acquisition cost;
" 4 ° Its characteristics are the subject of adequate public information which is likely to be easily understood, so that the average non-professional client can make an informed decision on whether to carry out a Transaction on this device.
"Section 5
" Conventions concluded with
clients "Item 314-58
" I.-When the investment service provider has entered into an agreement with his client before 1 November 2007, he shall communicate to the customer before that date the changes related to compliance with the requirements introduced by this book.
" The absence of a challenge by the client within two months of such communication shall be accepted as acceptance of the said
. II. -The provisions of sub-sections 1 to 3 of this section shall apply to agreements between the investment service provider and non-professional clients.
" Subsection 1
"Common provisions for all
investment services other than investment advice
" Article 314-59
" Any provision of investment services other than the investment advice provided to a non-professional client is the subject of a paper agreement or other durable medium.
" The convention contains the following information:
" 1 ° The identity of the person (s) with which the convention is established:
" (a) In the case of a legal person, the details of the provider's information on the name of the person (s) empowered to act in the name of the legal entity; in addition, where appropriate, the quality of the qualified investor, as defined in the D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the Monetary and Financial Code;
" (b) In the case of a natural person, the quality, if any, of a French resident, of a resident of a State party to the agreement on the European Economic Area or of a resident of a third country, in addition, if applicable, the identity of the Persons authorized to act on behalf of the said natural person;
" 2 ° The nature of the services provided and the categories of financial instruments on which the services are carried;
" 3 ° Pricing of services provided by the investment service provider and the mode of payment of the investment service provider;
" 4 ° The validity of the convention;
" 5 ° The confidentiality obligations of the investment service provider in accordance with the laws and regulations in force relating to professional secrecy.
" Subsection 2
"Terms applicable to the
portfolio management service" Item 314-60
" The management mandate refers to at least:
" 1 ° Management objectives;
" 2 ° The categories of financial instruments that the portfolio may contain. Unless otherwise agreed, the authorized instruments are:
" (a) Financial instruments negotiated on a regulated market or on a regulated market in regular operation of a Member State or a member of the European Community or party to the Agreement on the European Economic Area, provided that this market does not Is not on a list of excluded markets established by the AMF;
" (b) European UCITS in accordance with Directive 85 /611/EEC of 20 December 1985 and the UCITS of French law open to all subscribers;
" (c) The term financial instruments negotiated in a contract listed by ministerial order;
" 3 ° The information terms of the principal on the management of his or her portfolio;
" 4 ° Duration, terms of reappointment and termination of office;
" 5. Where applicable, where the principal does not have the status of qualified investor, the opportunity to participate in operations or to subscribe or acquire financial instruments reserved for qualified
. Where the terms of reference authorize transactions involving financial instruments other than those mentioned in the 2 ° or as a lever, in particular transactions carried out on financial instruments, the special and express agreement of the principal shall Be given, which clearly indicates the authorized instruments, the terms and conditions of these operations and the information of the principal;
" 6. Where appropriate, the indication that variable pay is acquired from the first euro of performance when the management committee comprises a variable share linked to the over-performance of the portfolio managed in relation to the objective of Management.
" An AMF statement specifies the application of these provisions.
"Article 314-61
" The contract may be terminated at any time by the principal or agent. Denunciation shall be by registered letter with a request for notification of receipt.
" Denunciation at the request of the principal shall take effect upon receipt of the letter recommended by the agent who ceases to be entitled to take the initiative of new operations
The denunciation by the agent shall take effect five days after receipt of the letter recommended by the
. No later than the effective date of termination, the agent shall draw up a portfolio statement and shall draw up a record of management showing the results of management since the last statement of the portfolio; Clarification useful to the principal on the nature of the open positions.
"Subsection 3
" Terms applicable to services other than
management services Portfolio and investment advice
"Paragraph 1
" Specific provisions for
receive and transmission service
orders "Item 314-62
" When it relates to the receiving and forwarding of orders on behalf of third parties, the convention specifies:
" 1 ° The characteristics of the orders that may be addressed to the investment service provider. These characteristics take into account, where appropriate, the rules of the markets on which these orders are to be executed;
" 2 ° The mode of transmission of orders;
" 3 ° The information of the instructing party in cases where the transmission of the order could not be completed;
" 4 ° The establishment in charge of holding the customer's account if the account content is not the provider providing the receiving and transmission service.
" Where the investment service provider acts as a commissionaire, the agreement also provides for the content and details of the customer's information after the execution of the order, as provided for in Article 314-64. The time limit laid down in the Convention for the provision of information as a result of the execution of the order may not exceed twenty-four hours after the provider responsible for the transmission of the order has himself been informed of the conditions of his
. 5 ° The content and details of the payer's information on the performance of the performance in accordance with Articles 314-86 to 314-89.
"Article 314-63
" When the investment service provider provides the receiving and transmission service via the internet, the service agreement:
" 1 ° Express explicitly the methods of evidence for receiving orders via the internet;
" 2 ° Describing alternative equipment made available to the customer in the event of a prolonged service interruption;
" 3 ° State that the claimant assumes responsibility for the proper execution of the order after the confirmation of the order has been sent to the customer and the customer has confirmed his agreement.
"Paragraph 2
" Specific provisions for
order fulfillment service "Item 314-64
" When it relates to the order fulfillment service on behalf of third parties, the convention specifies:
" 1 ° The characteristics of the orders liable to be addressed to the investment service provider in the light of the policy of execution of the orders referred to in Article 314-72 and the rules of the markets on which these orders are referred to Be run;
" 2 ° The mode of transmission of orders;
" 3 ° The content and details of the payer's information on the performance of the performance in accordance with Articles 314-86 to 314-89;
" 4. The period of time available to the instructing party to challenge the performance of the performance of which he has been informed;
" 5 ° The institution responsible for maintaining the customer's account if the account content is not the order fulfillment service provider.
"Section 6
" Processing and Running Orders
"Subsection 1
" General
" Paragraph 1
"
Principles" Article 314-65
" I.-When a customer passes a limited course of action relating to shares admitted to trading on a regulated market that is not immediately executed under prevailing market conditions, the investment service provider Takes, unless the customer expressly instructing otherwise, measures to facilitate the earliest possible execution of that order, by making it immediately public in a form easily accessible to other market participants Under the conditions laid down in Article 31 of Regulation (EC) No 1287/2006 of 10 August 2006
II. -The claimant is deemed to satisfy the I if he or she forwards the order to a regulated market or to a multilateral trading system.
" III. -The I shall not apply to limited courses of an unusually high size, as defined in Article 20 of Regulation (EC) No 1287/2006 of 10 August 2006.
"Article 314-66
" I.-The investment service provider complies with the following conditions for the execution of customer orders:
" 1 ° It ensures that orders executed on behalf of customers are recorded and distributed with speed and accuracy;
" 2 ° It transmits or executes the orders of the customers in the order of their arrival and promptly, unless the nature of the order or the conditions prevailing on the market make this impossible, or that the interests of the customer require to proceed Otherwise;
" 3 ° It shall inform non-professional customers of any serious difficulties which may affect the proper transmission or execution of orders as soon as it becomes aware of this difficulty.
" II. -In the event that the investment service provider is responsible for supervising or organising the settlement of an order executed, it shall take all reasonable steps to ensure that all financial instruments or the funds of the customer Received order payment is quickly and correctly assigned to the appropriate customer account.
" III. -The investment service provider shall not misuse information relating to orders of clients awaiting execution and shall take all reasonable measures to prevent the misuse of such orders. Information by any of the persons referred to in Article 313-2.
" IV. -The investment service provider which manages a UCITS or which provides the portfolio management service defines a priori the forecast allocation of the orders it issues. As soon as it becomes aware of their execution, it shall transmit to the depositary of the UCITS or to the content of account the precise assignment of the beneficiaries of such executions. This assignment is final.
"Paragraph 2
" Grouped orders
"Article 314-67
" I.-The investment service provider shall not group the orders of customers between themselves or with their own account transactions for transmission or execution unless the following conditions are met:
" 1. It must be unlikely that the grouping of orders and transactions will work globally to the detriment of any of the customers whose orders would be grouped;
" 2 ° Each customer whose order would be grouped is informed that the grouping may have a detrimental effect on the execution of a particular order;
" 3 ° A policy for the allocation of orders shall be put in place and applied effectively, with a view to ensuring, in sufficient detail, the equitable distribution of orders and grouped transactions, in particular, in each Case, how volume and price of orders determine the distributions and processing of partial runs.
" II. -In cases where the investment service provider groups an order with one or more other orders of clients and the order thus grouped is partially executed, it shall allocate the corresponding transactions in accordance with its policy of Distribution of orders mentioned at 3 ° du I.
"Article 314-68
" I.-Any investment service provider that has grouped a transaction for own account with one or more customer orders fails to apportion the corresponding transactions in a manner that is detrimental to a customer.
" II. -In cases where the investment service provider groups a customer order with a transaction for own account and the grouped order is partially executed, the corresponding transactions are allocated as a priority to the customer and not To the investment service provider.
" However, if the investment service provider can reasonably demonstrate that without the grouping, he would not have been able to execute the order on such advantageous conditions, if not at all, he could apportion the transaction for Proportionally, in accordance with its policy for the allocation of orders referred to in 3 ° of the I of Article 314-67
III. -The investment service provider shall set up, within the framework of the policy on the allocation of orders referred to in the 3 ° of the I of Article 314-67 of the procedures designed to prevent the reallocation according to modalities unfavourable to the client of the Own account transactions executed in combination with customer orders.
"Subsection 2
" The obligation to obtain the best possible result
at Execution of orders
"Paragraph 1
" Principles
"Article 314-69
" For the purposes of applying Article L. 533-18 of the Monetary and Financial Code, when performing customer orders, the investment service provider shall take into account the following criteria for determining the relative importance of the factors Mentioned in item I of this article:
" 1 ° The characteristics of the customer, including the quality of the non-professional or professional client;
" 2 ° The characteristics of the order in question;
" 3 ° The characteristics of the financial instruments that are the subject of this order;
4 ° The characteristics of the runtime locations to which this order can be routed.
" For the purposes of this subsection, " Execution place " A regulated market, a multilateral trading system, a systematic internalizer, a market content, another liquidity provider, or an entity carrying out similar tasks in a country not party to the agreement on the Space European Economic.
"Article 314-70
" The investment service provider shall discharge the obligation referred to in Article L. 533-18 of the Monetary and Financial Code in so far as it executes a specific order or aspect of the order by following specific instructions Customer data about the specific order or aspect of the order.
"Paragraph 2
" Running non-professional customer orders
" Item 314-71
" I.-When the investment service provider executes an order on behalf of a non-professional customer, the best possible result is determined on the basis of the total cost.
" The total cost is the price of the financial instrument increased the costs associated with the execution, which include all the expenses incurred by the customer directly related to the execution of the order, including the costs of the place of performance, the costs of Compensation and settlement and any other fees paid to third parties who participated in the execution of the order.
" II. -In order to ensure the best possible execution where several competing places of performance are able to execute an order concerning a financial instrument, the investment service provider assesses and compares the results which Be obtained for the customer by executing the order on each of the places of performance included in the implementing policy referred to in Article L. 533-18 of the Monetary and Financial Code as soon as they are able to carry out that order.
" In this assessment, the investment service provider shall take into account its own commissions and costs and invoice for the execution of the order on each of the eligible places of
. III. -The investment service provider refrains from structuring or charging its commissions in a manner that would introduce unfair discrimination between the places of performance.
" Paragraph 3
"
Runtime Policy" Item 314-72
" The investment service provider is required to provide its non-professional clients, in due time before the service is provided, with the following information about its enforcement policy:
" 1 ° The relative importance which the investment service provider attaches to the factors mentioned in Article L. 533-18 of the Monetary and Financial Code on the basis of the criteria referred to in Article 314-69 or the process by which it Determines the relative importance of these criteria;
" 2 ° A list of the places of performance to which the investment service provider most trusts to fulfil its obligation to take all reasonable measures in order to achieve the best possible result in Execution of orders from its clients;
" 3 ° A clear warning that, in the event of specific instructions given by a customer, the investment service provider may be prevented, as far as the elements covered by these instructions are concerned, from taking measures Planned and applied as part of its enforcement policy.
" This information shall be provided on a durable medium or published on a website, provided that the conditions set out in Article 314-27 are met.
" Paragraph 4
"Monitoring execution policies
" Article 314-73
" The investment service provider monitors the effectiveness of its enforcement mechanisms and its policy in this area in order to identify and remedy deficiencies. In particular, it regularly checks whether the execution systems provided for in its enforcement policy provide the best possible result for the customer, or whether he or she is required to make changes to his or her systems of execution. Runtime.
" The investment service provider shall report to customers any significant changes in his or her enforcement arrangements or policies.
"Article 314-74
" The investment service provider shall review the performance policy and its enforcement mechanisms on an annual
. This review is also required whenever a substantial change occurs and affects the ability of the investment service provider to continue to obtain the best possible result in the execution of the orders of Its customers by using the runtime locations provided for in its enforcement policy.
"Subsection 3
" The obligations of the recipients who receive and Pass
orders or manage portfolios or UCITS
"Article 314-75
" I.-The investment service provider which provides the portfolio management service or which manages a UCITS complies with the obligation to act in the best interests of its clients or the UCITS it manages under Article 314-3 when it Transmits to other entities orders resulting from its decisions to negotiate financial instruments on behalf of its client or the UCITS it manages.
" II. -Where it transmits orders of customers to other entities for execution, the investment service provider providing the service of reception and transmission of orders shall comply with the obligation to act in the best interests of his Customers described in item 314-3.
" III. -In order to comply with the I and II, the investment service provider shall take the measures referred to in IV to VI
IV. -The investment service provider shall take all reasonable measures to obtain the best possible result for his clients or for the UCITS he manages taking account of the measures referred to in Article L. 533-18 of the Monetary Code and Financial. The relative importance of these factors is determined by reference to the criteria set out in section 314-69, and, for non-professional clients, to the requirement under section 314-71.
" In transmitting an order to another entity for enforcement, the investment service provider shall comply with the obligations referred to in I or II and shall not be required to take the measures referred to in the preceding paragraph in cases where he follows: Specific instructions given by its client.
" V.-The investment service provider shall establish and implement a policy which enables him to comply with the obligation set out in the IV. This policy selects, for each instrument class, the entities from which the orders are transmitted for execution. The entities so selected shall have enforcement mechanisms which enable the investment service provider to comply with its obligations under this Article when transmitting orders to that entity For execution. The investment service provider shall provide to its customers or to the holders or shareholders of the UCITS that it shall manage appropriate information on the policy which it has adopted pursuant to this paragraph. For UCITS, this information is included in the management report.
" VI. -The investment service provider regularly monitors the effectiveness of the policy established under V and, in particular, the quality of execution of the entities selected under this policy. If necessary, it fixes all discovered failures.
" In addition, the investment service provider is required to conduct an annual review of the policy. This review must also be carried out whenever there is a significant change that affects the claimant's ability to continue to achieve the best possible outcome for his or her clients or the UCITS he manages.
" VII. -This Article does not apply where the investment service provider who provides the portfolio management service or the receiving and transmission service of orders, or which manages UCITS, also performs the same Orders received or resulting from its investment decisions. In this case, the provisions of Article L. 533-18 of the Monetary and Financial Code and sub-section 2 of this section shall apply.
"Section 7
" Remuneration
"Subsection 1
" Common provisions applicable to the
aggregate of investment services:
benefits " Item 314-76
" The investment service provider shall be regarded as acting in an honest, loyal and professional manner which best serves the interests of a customer when, in connection with the provision of an investment service or a service Related to this customer, pays or collects remuneration or commission or provides or receives a following non-monetary benefit:
" 1 ° Compensation, commission or non-monetary benefit paid or provided to or by the customer, or to a person on behalf of or by the customer;
" 2 ° Compensation, commission or non-monetary benefit paid or provided to or by a third party, or to a person acting on behalf of or by the third party, where the following conditions are met:
" (a) The client shall be clearly informed of the existence, nature and amount of remuneration, commission or benefit or, where such amount cannot be established, of its method of
. This information is provided in a complete, accurate and understandable manner before the relevant investment or related service is provided. The investment service provider may disclose the main terms and conditions of the compensation agreements, commissions and non-monetary benefits in a summarized form, provided that he undertakes to provide details Additional to the customer's request and meets this commitment;
" (b) The payment of the remuneration or the commission, or the grant of the non-monetary benefit, is intended to improve the quality of the service provided to the customer and shall not affect compliance with the obligation of the investment service provider Act in the best interests of the customer;
" 3 ° Appropriate remuneration which enables or is necessary for the provision of investment services, such as the rights of custody, the exchange and settlement commissions, the fees payable to the regulators and the costs of Which, by their nature, may not conflict with the obligation of the investment service provider to act towards its customers in an honest, fair and professional manner that is best served by their Interest.
"Subsection 2
" Special provisions for
portfolio management and
UCITS management "Item 314-77
" The holding company shall be remunerated for the management of UCITS by a management committee and, where appropriate, by a share of the subscription and redemption fees or by incidental remuneration, under the conditions and Limits specified in sections 314-78 to 314-84 and 411-53-1. These conditions and limitations apply whether remuneration is collected directly or indirectly.
"Item 314-78
" The Management Committee referred to in Article 314-77 may include a variable share related to the over-performance of the managed UCITS against the management objective when:
" 1 ° It is expressly provided for in the simplified prospectus of the UCITS;
' 2 ° It is consistent with the management objective as described in the prospectus;
" 3 ° The share of the over-performance of the UCITS allocated to the management company shall not lead to excessive risk taking in relation to the investment strategy, the objective and the risk profile defined in the UCITS Prospectus.
"Article 314-79
" All costs and commissions incurred by the principals or the UCITS in the course of operations involving the managed portfolio, with the exception of underwriting and repurchase operations involving UCITS or investment funds, are Transaction costs. They consist of:
" 1 ° intermediation fees, all taxes included, collected directly or indirectly, by third parties who provide:
" (a) The receiving and transmitting service of orders and the execution of orders on behalf of third parties referred to in Article L. 321-1 of the monetary and financial code;
" (b) Investment and order-execution assistance services specified in an AMF instruction.
" 2. Where appropriate, a committee of movement shared exclusively between the holding company, the UCITS depository or the content of the portfolio managed portfolio under warrant.
" This movement commission can also benefit:
" A) A company that has received the portfolio financial management delegation;
" (b) To persons to whom the trustee of the UCITS or the content of the account of the principal has delegated all or part of the exercise of the conservation of the asset of the portfolio;
" (c) A related company exclusively engaged in the management of UCITS, portfolio management services on behalf of third parties, receipt and transmission of orders and execution of orders primarily on behalf of UCITS or Portfolios managed by the portfolio management company or a related company for its UCITS management or portfolio management business for third parties.
" These provisions do not apply to expenses and commissions incurred in the provision of consultancy and assembly, financial engineering, industrial strategy consulting, merger and acquisition and securities exchange Not listed in which a RPF is invested.
" The return of any remuneration referred to in 1 ° which would not benefit exclusively and directly to the principal or the UCITS shall be prohibited. Agreements by which, on the occasion of an operation involving a financial instrument, the investment service provider shall reverse part of the intermediation costs referred to in the 1 ° shall be prohibited.
" Item 314-80
" Without prejudice to Article 314-78, the products, remuneration and capital gains arising from the management of the UCITS and the rights attached to it shall belong to the shareholders or shareholders. The transfer of management and underwriting and repurchase fees as a result of investment in UCITS or investment funds by the UCITS exclusively benefits the UCITS.
" The holding company, the service provider to whom the financial management has been entrusted, the depositary, the delegate of the depositary, the related company referred to in the c of 2 ° of Article 314-79 may receive a share of the Income from the operations of acquisitions and temporary assignments of securities belonging to the UCITS under the conditions defined in the full prospectus of the UCITS
The full prospectus of the UCITS may provide that a share of income shall be paid to one or more recognised associations or foundations of public utility.
"Article 314-81
" The holding company may enter into written joint commission agreements under which the investment service provider who provides the order execution service pays the part of the intermediation fee that it Invoice, for investment decision support and order fulfillment services, to the third party provider of these services.
" The holding company may conclude these agreements when they:
" 1 ° Do not contravene the provisions of Article 314-75;
" 2 ° comply with the principles referred to in Articles 314-82 and 314-83.
"Article 314-82
" The intermediation costs referred to in Article 314-79 shall remunerate services which are of direct interest to the principals or the UCITS. Such services shall be subject to a written agreement referred to in Articles 314-59 and 314-64. These fees are periodically assessed by the portfolio management company.
" When it uses investment decision support and order execution services and the intermediation costs for the previous year amounted to more than EUR 500 000, the holding company Develops a document entitled " Reporting on intermediation costs, updated as necessary. This document sets out the conditions under which the holding company has used, for the previous financial year, aid services for investment decision and execution of orders, as well as the established distribution key Between:
" 1 ° Intermediation costs relating to the reception and transmission service and the execution service of orders;
" 2 ° intermediation costs for investment decision support services and execution of orders.
" This allocation key, expressed as a percentage, is based on a methodology based on relevant and objective criteria. It can be applied:
" 1 ° All assets of the same UCITS category;
" 2 ° Either all assets managed under a mandate by the portfolio management company of the same class of principals;
" 3 ° or according to any other modality adapted to the method of distribution chosen.
" The document " Reporting on intermediation costs shall specify, where appropriate, the percentage recorded for the previous year, in relation to the total cost of intermediation, of the costs referred to in paragraph 1 of Article 314-79 paid back to Third parties under the shared commission agreements referred to in section 314-81. It also reports on measures taken to prevent or treat potential conflicts of interest in the choice of providers.
" This document is available on the website of the holding company when the latter has such a site. The management report for each UCITS and the management report for each portfolio managed portfolio then refer specifically to this document. Where the portfolio management company does not have a site, this document shall be distributed in each UCITS management report and the management report for each portfolio managed under warrant.
" Article 314-83
" The intermediation costs referred to in the 1 ° of Article 314-79:
" 1 ° Must be directly related to the execution of orders;
" 2 ° Must not be a support for:
" (a) Benefits, goods or services corresponding to the means to be available to the holding company in its programme of activities such as administrative or accounting management, the purchase or rental of premises, the remuneration of the Personnel;
" (b) Services for which the holding company collects a management commission.
"Article 314-84
" In-kind commissions may be provided by intermediaries or counterparties to the holding company when:
" 1 ° They do not contravene the obligation to better execute orders and compete with intermediaries;
' 2 ° They are of direct interest to carriers or shareholders;
" 3 ° They shall not be paid in cash or constitute an assumption of benefits, goods or services which correspond to the means available to the management company, such as administrative or accounting management, the remuneration of the Staff, making available space;
" 4 ° They are the subject of a written agreement communicated to the person responsible for compliance and internal control;
" 5 ° They are evaluated by the portfolio management company and are mentioned in the annual accounts.
" Since the total amount of the commissions in kind reported on the turnover of the portfolio management company related to the portfolio management activity exceeds 1 %, the arrangements for the implementation of these committees are described in The management report of the holding company, which specifies in particular their nature, the agreements governing them, their evaluation, their use and the measures implemented to prevent or treat conflicts of interest in the Choice of intermediaries.
"Item 314-85
" Where units or shares of UCITS or investment funds are bought or subscribed by a UCITS, the subscription and redemption fees, except for the part acquired by the UCITS subject to investment, shall be prohibited.
" Article 314-85-1
The provisions of Articles 314-79 to 314-84 apply to investment service providers providing the portfolio management service on behalf of third parties.
"Section 8
" Service Delivery Information
" Subsection 1
"Reports on
execution services for order, receive, and order
" Item 314-86
" An investment service provider that performs a non-portfolio order on behalf of a customer takes the following steps with respect to this order:
" 1 ° The investment service provider shall, without delay, transmit to the customer, on a durable medium, the essential information concerning the execution of that order;
" 2 ° The investment service provider shall address to the non-professional customer on a durable medium a notice confirming the execution of the order as soon as possible and at the latest within the first business day following the execution of the order or, if The investment service provider shall receive by himself a third party the confirmation of his execution no later than the first working day following receipt of the confirmation from that third party.
" The 1 ° and the 2 ° do not apply when the confirmation of the investment service provider contains the same information as another confirmation that the customer must receive another person without delay.
" Item 314-87
" The investment service provider shall inform the customer, at his request, of the state of execution of his order.
"Article 314-88
" The investment service provider, in the case of orders of non-professional customers dealing with shares or units of a UCITS which are carried out periodically, or takes the measures referred to in 2 ° of Article 314-86 shall be provided to the Customer information about these transactions referred to in item 314-89 at least once every semester.
"Item 314-89
" The notice referred to in 2 ° of Article 314-86 shall contain the information listed below in the relevant cases and, where appropriate, those mentioned in Table 1 of Annex I to Regulation (EC) No 1287/2006 of 10 August 2006:
" 1 ° The identification of the investment service provider reporting;
" 2 ° The name or other naming of the customer;
" 3 ° Negotiation day;
" 4 ° Negotiation time;
" 5 ° The order type;
" 6 ° Identification of the place of performance;
" 7 ° Device identification;
" 8 ° Purchase/Sales flag;
" 9 ° The nature of the order if it is not an order of purchase or sale;
" 10 ° Volume;
" 11 ° Unit price;
" When the order is executed in slices, the investment service provider may inform the customer either of the price of each tranche or of the average price. In the latter case, it provides the non-professional customer, at its request, with information on the price of each tranche.
" 12 ° The total price;
" 13 ° The total amount of fees charged and, at the request of the non-professional client, their breakdown by posts;
" 14 ° The responsibilities of the customer with regard to the settlement of the transaction, including the period in which the payment or delivery must take place, as well as the relevant information on the account, where such information and Responsibilities were not previously communicated to the client;
" 15 ° The mention, if any, that the customer's consideration was the investment service provider himself, or any other member of the same group, or another client of the investment service provider, unless The order was not executed through a negotiation system facilitating anonymous negotiation.
" The investment service provider may disclose to the customer the information referred to in this article using standard codes if it also provides an explanation of the codes used.
" Article 314-90
" When the investment service provider keeps accounts of non-professional customers with an open position not covered in a transaction involving contingent liabilities, he also informs the non-professional No later than the end of the business day in which the threshold has been crossed or, where that threshold has not been crossed in a business day, at the end of the first business day of any loss exceeding a predetermined threshold, Next business day.
"Subsection 2
"
Portfolio Management Service
" Paragraph 1
"Common provisions for all
clients" Item 314-91
" When the investment provider provides the portfolio management service, it sends to each of its clients, on a durable medium, a periodic statement of the portfolio management activities carried out on its behalf, unless such a Statement is provided by another person.
"Item 314-92
" In the case where the customer has chosen to receive, transaction by transaction, the information on the executed transactions, the investment service provider provides it, without delay, immediately upon the execution of a transaction, the information Essential for this transaction on a durable medium.
"Item 314-93
" An AMF instruction shall specify, where appropriate, the conditions under which the principals are informed of the operations carried out in the management of their portfolio and their frequency.
" Paragraph 2
"Terms specific to non-professional clients
" Item 314-94
" In the case of non-professional clients, the periodic statement referred to in Article 314-91 shall include the following information:
" 1 ° The name of the investment service provider;
" 2 ° The name, or any other designation, of the customer's account;
" 3 ° A description of the content and value of the portfolio, detailing each financial instrument, its market value or its fair value if the market value is not available, the cash balance at the beginning and end of the period covered, And portfolio results during the period covered;
" 4 ° The total amount of the commissions and expenses incurred over the period covered, by post at least the total management costs and the total costs associated with the execution, and including, where appropriate, a statement specifying that a More detailed breakdown can be provided on request;
" 5 ° A comparison of the performance of the portfolio during the period covered by the statement with the performance of the agreed reference value, if it exists between the investment service provider and the customer;
" 6 ° The total amount of dividends, interest and other payments received during the period covered in connection with the client's portfolio;
" 7 ° Information concerning transactions conferring rights relating to financial instruments held in the client's portfolio;
" 8 ° For each transaction performed during the period covered, the information referred to in the 3 ° to 12 ° of Article 314-89 in the relevant cases. However, if the customer chooses to receive transaction-by-transaction information, then item 314-92 is applicable.
"Item 314-95
" The periodic statement shall be addressed to the non-professional client semi-annually, except in the following cases:
" At the request of the customer, the periodic statement shall be sent to it quarterly.
" The investment service provider shall inform his client of his right to make this requirement;
" 2. Where Article 314-92 is applicable, the periodic statement shall be sent at least every year, except in the case of transactions involving:
" (a) A financial instrument referred to in Article L. 211-1 of the Monetary and Financial Code when it gives the right to acquire or sell another financial instrument or give rise to a cash settlement, fixed by reference to instruments Financial, currency, interest rate or return, raw materials or other indices or measures;
" (b) The financial instruments referred to in 4 ° of the I of Article L. 211-1 of the Monetary and Financial Code;
3 ° Where the agreement permits a leverage effect on the portfolio, the periodic statement must be sent to the customer at least every month.
" Article 314-96
When a non-professional customer Has chosen to receive, on a transaction-by-transaction basis, the information on transactions executed in accordance with Article 314-92, the investment service provider must send it a notice of confirmation of the transaction which contains the Information referred to in Article 314-89, no later than the working day following its execution or, if the investment service provider receives the confirmation of a third party, not later than the first working day following receipt of the confirmation From the third party.
" The preceding paragraph shall not apply in cases where the confirmation contains the same information as a confirmation which is transmitted promptly to the non-professional customer by another person.
" Article 314-97
" When the investment service provider provides the portfolio management service to a non-professional customer with an open position not covered in a transaction involving conditional commitments, he informs Also the customer of any loss in excess of a predetermined threshold agreed with the client, no later than the end of the working day in which the threshold was crossed or, where that threshold was not crossed in the course of a working day, at the end of the first Next working day.
"Subsection 3
"
UCITS Management Information "Item 314-98
" The fees and charges actually collected in connection with the management of UCITS should give rise to complete information from shareholders or shareholders.
"Article 314-99
" The holding company must provide the carriers with all the necessary information on the management of UCITS.
" An AMF statement specifies the conditions under which the annual report indicates the frequency of operations carried out by the UCITS.
" The annual report of the UCITS shall contain, where appropriate, information on financial instruments held in the portfolio that are issued by the holding company or by the entities of its group. It also mentions, where appropriate, UCITS or investment funds managed by the holding company or its affiliates.
"Article 314-100
" The holding company shall draw up a document entitled " Voting policy, updated as necessary, which sets out the conditions under which it intends to exercise the voting rights attached to securities held by UCITS It provides management.
" This document describes in particular:
" 1 ° The organisation of the holding company to exercise these voting rights. It specifies the organs of the holding company responsible for the investigation and analysis of the resolutions submitted and the bodies responsible for deciding which votes will be issued;
" 2 ° The principles to which the holding company intends to refer to determine the cases in which it exercises the right to vote. These principles may include, among other things, the holding thresholds for securities held by the holding company to participate in the votes of resolutions submitted to general meetings. In this case, the holding company motivates the choice of this threshold. These principles may also relate to the nationality of the issuing companies in which the UCITS managed by the portfolio management company hold securities, the nature of the management of UCITS and the use of the temporary transfer of funds. Titles by the holding company;
" 3 ° The principles to which the holding company intends to refer to the occasion of the exercise of voting rights; the document of the holding company shall present the voting policy of the holding company by corresponding heading The different types of resolutions submitted to the General Assemblies. Topics include:
" (a) Decisions leading to an amendment of the statutes;
" (b) Approval of accounts and assignment of result;
" (c) Appointment and dismissal of social bodies;
" (d) "Regulated conventions;
" (e) Programmes for the issuance and redemption of capital securities;
" (f) Designation of statutory auditors;
" (g) Any other specific resolution that the portfolio management company wishes to identify;
" 4 ° Description of procedures for the detection, prevention and management of conflicts of interest which may affect the free exercise of voting rights by the holding company;
5 ° The indication of the current mode of exercise of voting rights, such as the effective participation in the Assemblies, the use of proxies without any indication of the representative or the use of postal
. This document is available to the AMF. It may be consulted on the website of the holding company or at its headquarters in accordance with the terms specified in the simplified prospectus.
"Article 314-101
" In a report drawn up within four months of the end of its financial year, annexed where appropriate to the management report of the Management Board or the Executive Board, the holding company shall report on the conditions under which it has Exercised voting rights.
" This report includes:
" 1 ° The number of companies in which the holding company exercised its voting rights over the total number of companies in which it had voting rights;
" 2. The cases in which the holding company felt that it could not comply with the principles set out in its document "voting policy;
" 3 ° Conflicts of interest which the holding company has been managed to deal with when exercising the voting rights attached to the securities held by the UCITS it manages.
" The report shall be made available to the AMF. It shall be able to be consulted on the site of the holding company or at its headquarters in accordance with the procedures specified in the simplified prospectus.
"Article 314-102
" The holding company shall communicate to the AMF, at the request of the AMF, abstentions or votes cast on each resolution as well as the reasons for such votes or abstentions.
" The holding company shall make available to any holder of units or shares of a UCITS which so requests the information relating to the exercise by the holding company of the voting rights on each resolution Shall be presented to the general meeting of an issuer as long as the securities held by the UCITS whose portfolio management company provides for the management attained the threshold of detention laid down in the document ' voting policy referred to in Item 314-100.
" This information must be available for viewing at the head office of the portfolio management company and on its site.
"Item 314-103
" The portfolio management company reports, in the RPF annual report, its practice of using voting rights attached to securities held in the fund.
" The diligence referred to in Articles 314-100 to 314-102 shall apply to securities held by the FCPR when they are traded on a regulated market of a State Party to the Agreement on the European Economic Area or a recognized foreign market.
"Item 314-104
" The diligences referred to in sections 314-100 to 314-102 shall apply to the management companies for the CIPF that they administer and when they have received delegation to exercise the voting rights attached to the securities held by those funds.
"Subsection 4
"
detention information for financial instruments for
clients "Article 314-105
" I.-The investment service provider who holds financial instruments on behalf of customers at least once a year, to his client, on a durable medium, a statement of his instruments unless the same information Were provided in another periodic information note.
" II. -The customer asset statement mentioned in I must contain the following information:
" 1 ° Details on all financial instruments held by the investment service provider for the customer at the end of the period covered by the statement;
" 2 ° The extent to which the customer's financial instruments have been subject to possible temporary assignments of securities;
" 3 ° Quantification of any benefit to the customer as a result of his participation in any temporary assignments of securities, and the basis on which this benefit has expired.
" In cases where the portfolio includes one or more untied transactions, the information mentioned in the a may have a reference date of either the date of operation or the date of the settlement, provided that this date is the same for all Data of this type passed in the statement.
" III. -The investment service provider who holds financial instruments and who provides the portfolio management service may include the statement of the customer's assets mentioned in the I in the periodical statement it provides to that customer in Application of section 314-91.
"Chapter V
" Other provisions
" Section 1
"Production and dissemination of investment recommendations
" Article 315-1
" For the purposes of this section, " investment recommendations shall agree on the general investment recommendations referred to in Article 313-25 as well as financial analyses produced or disseminated by a Investment services provider.
" The investment recommendation is developed with probity, fairness and impartiality. It is presented in a clear and accurate manner.
" It is distributed diligently to keep it current.
"Subsection 1
" Report Producer Identity and General Standard for
la Fair presentation of recommendations giving rise to
"" Item 315-2
" Any proposed investment recommendation clearly and clearly mentions:
" 1 ° The identity of the investment service provider responsible for its production, the name and function of the natural person who developed the investment recommendation;
" 2 ° The identity of the regulatory authority for which the investment service provider is responsible.
"" Item 315-3
" The investment service provider and the financial analyst make best efforts to ensure that:
" 1 ° The facts mentioned in the investment recommendation are clearly distinguished from the interpretations, estimates, opinions and other types of non-factual information;
" 2 ° All sources are reliable. If this is not the case, the investment recommendation clearly indicates it;
" 3 ° The set of projections, forecasts and course objectives are clearly indicated as such and the main assumptions used to establish and use them are mentioned;
" 4 ° All important sources of the investment recommendation shall be indicated, including the issuer concerned, as well as, where appropriate, the fact that it has been communicated to that issuer and that its conclusions have been subsequently amended Of this communication;
" 5 ° Any basis or method used to evaluate a financial instrument or the issuer of a financial instrument or to fix the objective of a financial instrument shall be summarised in an appropriate manner;
" 6 ° The meaning of any recommendation issued such as "to buy," sell or " preserve, possibly with the expiry date to which the recommendation relates, be adequately explained and that any appropriate warning on the Risks (including sensitivity analysis of selected assumptions) is indicated;
" 7 ° The expected frequency of updates to the investment recommendation and any significant changes to the issuer policy are published;
" 8 ° The date on which the investment recommendation was first issued for distribution is clearly and clearly indicated, as well as the date and time of the course of any mentioned financial instrument ;
" 9 ° Where an investment recommendation differs from a recommendation concerning the same financial instrument or issuer issued in the preceding twelve months, this change and the date of this earlier recommendation are indicated Clearly and clearly.
"Item 315-4
" The claimant and the financial analyst make their best efforts to be able to demonstrate, at the request of the AMF, the reasonableness of any investment recommendation at the time it was produced.
" Subsection 2
"Conflicts of Interest
" Item 315-5
" The proposed investment recommendation presents the relationship and circumstances of the analyst or investment service provider, which may reasonably be expected to impair the objectivity of the investment. Recommendation, in particular where the claimant or analyst or any person who participated in the development of the recommendation has a significant financial interest in one or more financial instruments that are the subject of A significant recommendation or conflict of interest with a submitter to which the recommendation relates.
"Item 315-6
" The information to be provided in accordance with Article 315-5 shall include at least, as regards the investment service provider or legal persons connected with it:
" 1 ° Their possible interests or conflicts of interest, the knowledge of which is accessible or can reasonably be regarded as accessible to persons participating in the elaboration of the recommendation;
" 2. Their interests or potential conflicts of interest, which are known to persons who have not participated in the elaboration of the recommendation but who have access or can reasonably be considered to have access to the recommendation before their Broadcast to customers or the public.
" Where natural or legal persons who work under the authority or on behalf of the provider participate in the elaboration of the recommendation, the information to be provided shall include in particular the statement that their remuneration is related, the The investment services referred to in Articles 3, 6-1 and 6-2 of Article L. 321-1 of the monetary and financial code or the related services referred to in Article L. 321-2 of Article L. 321-2 of the Code provided by the service provider Or any legal person related to it.
"Item 315-7
" The published recommendation clearly and prominently mentions the following information on the interests and conflicts of interest of the investment service provider:
" 1 ° The significant shareholdings between the investment service provider or any related legal entity, on the one hand, and the issuer, on the other hand, at least in the following cases:
" (a) The investment service provider or any related legal entity holds more than 5 % of the total issued capital of the issuer;
" (b) The issuer holds more than 5 per cent of the total issued capital of the investment service provider or any related legal entity;
" 2 ° The investment service provider, alone or with other legal persons, is linked with the issuer by other significant financial interests;
" 3 ° The investment service provider or any related legal person is a market content or liquidity-holder with which a liquidity contract has been entered into in respect of the issuer's financial instruments ;
" 4 ° The investment service provider or any legal person related to it has intervened, in the last twelve months, as a leader or associate leader of an offer relating to financial instruments of The sender made public;
" 5 ° The investment service provider or any related legal person shall be party to any other agreement with the issuer concerning the provision of investment services referred to in Articles 3, 6-1 and 6-2 of Article L. 321-1 of the Code Financial and related services referred to in Articles 3 and 5 of Article L. 321-2 of that Code, provided that this does not result in the disclosure of confidential commercial information and that the agreement has been in force during the twelve Or has given rise to payment or promise of remuneration in the same period;
" 6 ° The investment service provider and the issuer have agreed on the supply by the first to the second of a production and distribution service of the investment recommendation on the said issuer.
" Item 315-8
" The investment recommendation issued refers, in general terms, to the actual administrative and organisational arrangements adopted within the investment service provider, including the " Chinese walls, in order to prevent and Avoid conflicts of interest with respect to investment recommendations.
"Article 315-9
" The investment service provider publishes quarterly the share of the recommendations made to "buy," retain, " sell or make recommendations in equivalent terms in all of the Recommendations of the investment service provider, as well as the proportion of the same type of recommendations issued on the sole issuers to which it provided investment services referred to in Articles 3, 6-1 and 6-2 of Article L. 321-1 of the monetary and financial code or related services referred to in paragraphs 3 and 5 of Article L. 321-2 of that important code in the last twelve months.
" Subsection 3
"Adapting procedures for warnings
" Item 315-10
" The investment service provider shall establish a procedure adapting the provisions of Articles 315 -3, 315-5 and 315-7 so that they are not disproportionate in the case of an unwritten recommendation.
" Article 315-11
" Where the provisions of Article 315 -2, 4 °, 5 ° and 6 ° of Article 315 -3, Articles 315-5 to 315-9 are disproportionate to the length of recommendation issued, the investment service provider may refer to Clearly and clearly in the recommendation itself at the place where the required particulars can be directly and easily consulted by the public, for example by providing a direct link to those references on the site of the Investment services provider.
"Subsection 4
" The release of investment recommendations produced by a third party
" Article 315-12
" The provisions of sections 337-4 to 337-8 shall apply to an investment service provider making recommendations that are not produced by itself.
"Article 315-13
" Where an investment service provider disseminates investment analyses or recommendations produced by a third party, it shall be liable to:
" 1 ° It clearly and clearly indicates its own identity and the name of the competent authority of which it is responsible;
" 2 ° It shall comply with the obligations imposed on the producer in the fourth paragraph of Article 315-6 and Articles 315-7 to 315-11 if the producer of that analysis has not already broadcast it through a channel giving access to information to a large number of People.
"Subsection 5
" Transparency of financial analysis from abroad
"Article 315-14
" The provisions of Articles 315-1 to 315-8 and 315-10 to 315-12 shall apply to analyses broadcast from abroad and accessible to investors habitually or established in France, when they concern issuers Financial instruments making use of savings in France:
" 1 ° Dont the financial instruments shall be admitted to negotiations on a regulated market within the meaning of Article L. 421-1 of the Monetary and Financial Code or for which a request for admission to negotiations on such a contract has been made; or
' 2. Securities are admitted to negotiations on a multilateral system of negotiations referred to in Article L. 424-1 of the Monetary and Financial Code.
" Section 2
"Managing
privileged or confidential information and implementing financial operations
" Subsection 1
" List of Surveillance, blacklist and Chinese walls
"Article 315-15
" The investment service provider shall establish procedures known as the " Chinese wall, the object of which is to prevent the undue flow of confidential information, including privileged information defined to the Items 621-1 to 621-3.
" These procedures include:
" 1 ° The material organisation leading to the separation of entities liable to hold confidential or privileged information in the premises of the investment service provider;
" 2 ° The conditions under which the compliance officer for investment services may authorize, in special circumstances, the transmission of confidential information from one service to another or the competition, to the Benefit of a service, of a data subject of another service.
" The Compliance Manager for Investment Services monitors the application of the authorizations it issues.
"Item 315-16
" The compliance officer for investment services shall organise the conditions for the supervision of transactions in financial instruments carried out by the investment service provider on his or her own account Prohibition.
" It develops and maintains a watch list and a list of closed-account transactions for specific financial instruments.
"Item 315-17
" The watch list shall identify the financial instruments on which the investment service provider has sensitive information which makes it necessary for the person responsible for compliance to be vigilant in respect of the Investment services.
" The Compliance Officer for Investment Services monitors the status of transactions on the financial instruments on the watch list. It is based on the suspension of negotiations on these instruments by the investment service provider on its own account, in particular where such negotiations may lead to the belief that the service provider The investment shall be based on privileged information as defined in Articles 621-1 to 621-3.
"Article 315-18
" The list of prohibition lists the financial instruments on which, in view of the nature of the information held by the investment service provider, the latter refrains from intervening on its own
. The conditions under which it brings the blacklist to the persons affected by this prohibition.
"Subsection 2
" Financial Operations On primary market
and reclassification operations
"Article 315-19
" The investment service provider shall establish ethical rules relating to the organisation and conduct of operations on the financial instruments referred to in 1 ° and 2 ° of the I of Article L. 211-1 of the Monetary and Financial Code, Applicable to the following cases:
" 1 ° When participating as a leader or member of a trade union or guarantee for financial transactions in the primary market and in reclassification operations;
" 2 ° When participating as a board or presenter in public tenders, referred to in Articles L. 433-1, L. 433-3 and L. 433-4 of the Monetary and Financial Code and in Chapter 8 of Title III of Book II of this Regulation, Hereafter named " Public offerings ".
" In this section, public offerings are treated as financial transactions in the primary market.
"Item 315-20
" The ethical rules referred to in Article 315-19 state:
" 1 ° The manner in which the compliance officer for investment services is informed of the transactions or projects in question;
" 2 ° Restrictions on the transactions of the investment service provider on financial instruments directly or indirectly affected by such operations or projects;
" 3 ° The procedures for monitoring compliance by the provider of investment services with the restrictions mentioned at 2 °.
" The rules of ethics specify, in particular, the conditions under which the service, which is in relation to a customer with a view to carrying out a financial transaction in the primary market or a reclassification operation or a public offer, informs The compliance officer for the investment services of this relationship.
" The compliance officer for the investment services shall be informed as soon as the service considers that the outcome of the operation is sufficiently probable for a particular supervision of the financial instruments in question to be Necessary to prevent the risk of exploitation of privileged information as defined in Article 621-1.
" The Compliance Officer for Investment Services shall decide whether to carry the relevant financial instruments on the watch list referred to in Article 315 -16.
" Article 315-21
" The entry on the prohibition list referred to in Article 315-16 of one or more financial instruments concerned by an operation in the primary market shall take place on the date on which the essential characteristics of the operation, in Price specific, are stopped.
" In the case of a public tender, the entry on the prohibition list shall take place at the discretion of the person responsible for compliance with the investment services and, at the latest, at the time of setting the price
. However, the Compliance Officer for the Investment Services may decide that the registration referred to in the two preceding paragraphs will not be carried out if it is of the opinion that the registration would have the effect of disclosing that an operation is in Preparing.
"Item 315-22
" The financial instruments on the blacklist are:
" 1 ° Capital securities or securities giving access to capital or voting rights, subject to the financial transaction in the primary market or public tender, including securities proposed when the public offer includes an exchange ;
" 2 ° The term financial instruments related to these securities;
" 3 ° Debt obligations that do not provide access to capital, which is publicly available.
"Article 315-23
" The ban ends:
" 1 ° In the case of a financial transaction in the primary market, where the conditions of the operation are made public or when the operation is deferred;
" 2 ° In the case of a takeover bid, when the AMF publishes the notice of submission of the draft tender, without prejudice to the provisions of Title III of Book II of this Regulation.
"Article 315-24
" To the extent that they are consistent with the usual practices of the investment service provider and are the responsibility of teams, means, objectives and responsibilities distinct from those engaged in the operation on the market Primary or public offering, are not affected by the ban:
" 1 ° The operations intended to cover the risks of the position of the investment service provider, except in the case of risks arising from its participation in a financial operation on the primary market;
" 2 ° Market-keeping operations.
"Item 315-25
" In the case of a takeover bid, the investment service provider presenter or adviser of the initiator or council of the offeree company shall be held during the period of the offer of the restrictions laid down in Articles 232-19 and 232-20
However, the investment service provider is allowed:
" 1 ° To intervene in the financial instruments concerned by the offer in the context of its arbitration, market-keeping and risk-hedging activities, to the extent that these interventions are consistent with its Common practices and are the responsibility of teams, means, objectives and responsibilities distinct from those raised by the offer;
" 2 ° To intervene in the market, when it has received a mandate from the initiator to put in place the cover of a risk taken by the latter during the operation.
"Article 315-26
" In the event of a financial transaction in the primary market, the investment service provider shall make available to the AMF a list of the interventions he has made on his own account, in respect of the derogations mentioned in the article 315 -24.
"Item 315-27
" In the case of a takeover bid, the investment service provider shall make available to the AMF a list of the interventions it has made for its own account on the financial instruments related to the offer:
" 1 ° For the duration of their registration on the watch list;
" 2 ° In respect of the derogations mentioned in Article 315-24;
" 3 ° For operations authorized under section 315 -25.
"Item 315-28
" Where the investment service provider intends to carry out market surveys, during the preparation of a financial transaction in the primary market or in a reclassification operation, he shall seek the prior consent of the persons That he is considering questioning. It informs them that an agreement on their part leads them to receive privileged information within the meaning of Article 621-1.
" The investment service provider maintains a list of the persons who agreed to be interviewed, on which he mentions the date and time he called them.
" Item 315-29
" When the investment service provider participates either as a leader or a member of a trade union or a guarantee for a financial transaction in the primary market, either as a board or a presenter in a public offering, the Responsible for compliance for investment services may authorise its analysts to publish and disseminate before the public announcement of the transaction a financial analysis concerning, as the case may be, the issuing company, the initiating company Or target company.
" After the public announcement of the transaction, and in liaison with it, any publication on the companies concerned highlights the role played by the investment service provider in the operation.
" Article 315-30
" It is the responsibility of the compliance officer for the investment services of a provider of investment services belonging to the same group as another provider of which he is informed that he is involved in an operation on the market To assess the extent to which it shall apply the provisions relating to the supervision or prohibition laid down in this section.
" Subsection 3
"Introduction of Corporate Securities in a Regulated Market
of Financial Instruments
" Article 315-31
" The provider of investment services advising a company of the introduction of its securities in a market of financial instruments and proposing to enter into a contract with a view to providing its services to that effect, hereinafter referred to as the provider Leader, ensures that the directors of the company have received, prior to the signing of the contract, information on the conduct of the operation of the introduction and on the legal and regulatory obligations of the company which is Introduced into a financial instrument market.
" In order to provide adequate information and preparation for the directors of the company, the lead provider shall ensure that a sufficient period of time is established between the date of signature of the aforementioned contract and the date on which the introduction on A market for financial instruments is actually taking place. This period cannot be less than three months.
"Item 315-32
" The lead provider agrees in writing with the company of the nature and cost of the benefits which he proposes to provide to him, in connection with the preparation of the introduction, implementation and monitoring of the stock market once the company Introduced. The provider shall specify the tasks of the company itself as part of the introduction.
"Article 315-33
" The investment service provider shall carry out an assessment of the company in accordance with the principles laid down in Article 314-3. In particular, it must, for that purpose, use the accepted valuation methodologies and rely on the objective data relating to the company itself, the markets on which it operates and the competition to which it is Facing.
"Item 315-34
" It is for the lead provider to agree precisely, with the company or the transferor of the shares placed on the market, of the arrangements for the implementation of a possible clause allowing the initial size of the operation to be increased, So-called overallocation clause under the conditions laid down in Article L. 225-135-1 of the Commercial Code. These terms and conditions must be described in the prospectus.
" The implementation of such a clause by the investment service provider for purposes other than the coverage of a request for shares above the original request is not in accordance with the principle of loyalty mentioned in the article. 314-3.
"Item 315-35
" For the allocation of securities, the lead provider shall, in consultation with the company concerned, ensure a balanced treatment between the different categories of investors other than those mentioned in Article 315 -37. In the case of physical investors, when several procedures designed for them are implemented concomitantly, it shall ensure that the service rates of the application resulting from those procedures are of the same order.
" The lead provider makes his best efforts to make a significant response to the demands made by physical investors. This objective is deemed to have been achieved as soon as a procedure is foreseen, centralised by the market undertaking and characterised by an allocation proportional to the requests made and by that procedure accessible to particular investors, At least 10 % of the overall amount of the transaction is placed on the market.
" The lead provider endeavours to avoid a manifest imbalance, at the expense of particular investors, between the service of the demand that they formulate and the service of the demand of institutional investors. Thus, when an investment procedure designed for institutional investors coexists with one or more procedures designed for particular investors, the lead provider is committed to providing a mechanism for Transfer likely to avoid such an imbalance.
"Item 315-36
" Any investment service provider receiving and transmitting orders from clients who are unable to participate directly in the investment procedure but who wish to participate in the investment procedure shall specify the conditions under which it will These customers will have the titles allocated to it.
"Item 315-37
" In the case of an investment, the lead provider shall ensure that the characteristics of any tranche reserved for a specified class of investors related to the issuing company such as suppliers or customers, in particular the number Of reserved securities, the investors concerned and the conditions of allocation provided for, be indicated in the prospectus and that any such changes shall be made as quickly as possible to the knowledge of the public
If natural persons related to the corporation such as shareholders, officers, employees or third parties are entitled to represent them, they are allowed to file orders in the course of an investment transaction, the Lead provider shall ensure that information similar to that provided for in the first subparagraph is ensured.
"Article 315-38
" The procedures referred to in Article 315-15 shall indicate the rules applicable to the persons concerned who, in the context of an investment involving the investment service provider, wish to file, for their Own account or on behalf of a third party that they are entitled to represent, warrants or acquisitions of shares of introduced companies.
"Article 315-39
" The confidentiality requirements referred to in section 314-1 apply specifically to the order book status information.
"Item 315-40
" The lead provider puts in place a so-called "Chinese wall" procedure, within the meaning of Article 315 -15, ensuring the separation of the service receiving the orders and the service centralizing the orders collected by all the providers of Investment services involved in the construction of the order book.
"Item 315-41
" The investment service provider shall ensure that the persons involved in an investment are reminded, who are given orders for the construction of the order book, that they must not seek to induce in any way or Other order donors in error.
"Section 3
" Suspicious Transaction Reports to AMF
"Item 315-42
" The declaration provided for in Articles L. 621-17-2 to L. 621-17-7 of the Monetary and Financial Code may be effected by electronic mail, letter, fax or telephone. In the latter case, it is confirmed in writing.
" The written declaration takes the form of the model model defined in an AMF statement.
"Item 315-43
" The operations to be notified by application of Article L. 621-17-2 of the Monetary and Financial Code also include the order of the award.
"Article 315-44
" The persons referred to in Article L. 621-17-2 of the Monetary and Financial Code shall establish an organisation and procedures to meet the requirements of Articles L. 621-17-2 to L. 621-17-7 of the Monetary and Financial Code and Articles 315-42 and 315 -43.
" This organisation and procedures shall, in particular, take account of the recommendations made by the Committee of European Securities Regulators to establish and update a typology of suspicious transactions For identifying those that need to be notified.
"Section 4
" Publishing transactions for actions allowed
to negotiation on a Regulated market
"Article 315-45
" The publication of the transactions referred to in Article L. 533-24 of the Monetary and Financial Code shall be carried out, to the extent possible, in real time, on reasonable commercial terms and in a form easily accessible to others Market participants.
" This information shall be made public in accordance with the procedures laid down in Regulation (EC) No 1287/2006 of 10 August 2006.
"Section 5
" Transaction declarations to AMF
"Item 315-46
" Investment service providers and branches established in France of investment service providers of a State Party to the Agreement on the European Economic Area shall report to the AMF, within the specified limits and conditions Of all transactions carried out on a financial instrument admitted to the negotiations on a regulated market of a State Party to the Agreement on the European Economic Area or on a multilateral system of organised negotiations, whatever The location and manner in which the transaction is executed.
" This account shall cover the transactions defined in Article 5 of Regulation (EC) No 1287/2006 of 10 August 2006 and shall intervene as soon as the transaction has been completed or by the next business day.
" Article 315-47
" The content of the minutes referred to in Article 315-46 is set out in Annex 1 to Regulation (EC) No 1287/2006 of 10 August 2006
It also includes the following information:
" 1 ° The settlement date of the financial instrument as agreed between the parties;
" 2 ° The amount exchanged for the affected transaction.
"Item 315-48
" I.-The providers of investment services, the branches established in France of investment service providers of a State Party to the Agreement on the European Economic Area, report to the AMF, in accordance with the technical arrangements Defined by an AMF statement, transactions that they made either:
" 1 ° Directly, by implementing the direct procedure established with the AMF;
" 2 ° Using the services of a third party acting on their behalf;
" 3 ° Through a system of confrontation of orders or declaration satisfying the criteria defined in an AMF instruction;
" 4 ° Through the regulated market or the multilateral trading system that resulted in the conclusion of the
. II. -The persons or entities referred to in Article 315-46 shall be exempt from reporting to the AMF of the transactions they have made when the AMF receives the record, in accordance with the technical modalities defined by an AMF instruction, by :
" 1 ° A regulated market or a multilateral trading system for transactions in their system;
" 2 ° A system of confrontation of orders or declaration satisfying the criteria defined in an AMF instruction.
"Section 6
" Obligations concerning Fight
against money laundering
"Subsection 1
" Common provisions for
investment service providers
" Item 315-49
" The investment service provider shall establish an organisation and procedures to meet the vigilance and information requirements laid down in Title VI of Book V of the Monetary and Financial Code, relating to the fight against Money laundering and terrorist financing.
"Subsection 2
" Provisions Applicable to Holding Companies
" Article 315-50
" Portfolio management companies are subject to the provisions of this subsection for all their activities.
"Item 315-51
" For the purposes of this subsection: "
" 1 ° "Investor, as applicable:
" (a) The principal within the framework of individual portfolio management mandates,
(b) The holder of units or shares of UCITS or investment funds,
" (c) The person to whom a holding company provides the receiving investment service-transmission of orders,
" (d) The person canvased by a portfolio management company,
" (e) The person who receives advice from a portfolio management company in the course of his or her activities;
" 2 ° "Foreign establishment equivalent:
" (a) A foreign institution that its status permits, on the basis of the law of the country in which its head office is situated, to carry out bank operations or operations related to the bank operations referred to in Articles L. 311-1 and L. 311-2 of the Monetary and Financial Code, which is situated in a Member State of the European Community or of the international forum for coordination and coordination in the fight against money-laundering;
" (b) A subsidiary or branch of a foreign institution referred to in a or a foreign subsidiary of the holding company that meets the following two criteria:
" -its head office is not located or is not located in states or territories whose legislation is recognised as insufficient or whose practices are considered to be an obstacle to the fight against money laundering and Financing of terrorism by the international forum for coordination and coordination in the fight against money-laundering;
" -it has implemented the measures to combat money laundering and the financing of terrorism as defined in Article L. 563-3 of the Monetary and Financial
. 3 ° "Investment fund: a foreign law body managed on behalf of third parties whose assets are invested in financial instruments.
" Article 315-52
" The holding company must be constantly vigilant and have internal organisation and procedures in place to ensure compliance with Title VI of Book V of the Monetary and Financial Code. It adopts written internal rules describing these procedures and the procedures to be carried out in particular for:
" 1 ° Identify and verify the identity of the investor before the contractual relationship is established;
" 2 ° Review any operation that occurs under unusual conditions of complexity and does not appear to have an economic justification;
" 3 ° Carry out the statements of suspicion with the authority set up in Article L. 562-4 of the monetary and financial code of sums or transactions referred to in Article L. 562-2 of that code;
" 4 ° Keep a written record of the vigilance measures implemented.
"Item 315-53
" The procedures and procedures for the exercise of the procedures described in the internal rules referred to in Article 315-52 shall be adapted to the service provided, its mode of implementation, the nature of the operation to be carried out, the nature and the nature of the operation. The legal structure of the investor, its status and, where appropriate, that of persons acting on its own account or on behalf of third parties, as well as the mode of marketing. In particular when:
" 1 ° The holding company receives directly from an investor the warrants of subscription and redemption or contract directly with the investor in respect of the management service for account of third parties or receipt of orders, it Shall carry out the proceedings required by the provisions of Title VI of Book V of the Monetary and Financial Code;
" 2 ° The holding company shall not have a direct relationship with the investor and shall entrust the marketing of the UCITS or investment fund to a third party having the quality of a financial institution within the meaning of Article L. 562-1 of the Currency and financial code or equivalent foreign establishment, the holding company shall collect all documents probing the identity and status of that organisation and the existence within the latter of procedures of a nature Combating money laundering and the financing of terrorism. The holding company shall carry out the due diligence required by the provisions of Title VI of Book V of the Monetary and Financial Code for the subscription and redemption orders transmitted to it by the third-party institution;
" 3 ° The holding company shall not have a direct relationship with the investor and shall entrust the marketing of the UCITS or investment fund to a third party not having the quality of a financial institution within the meaning of Article L. 562-1 The monetary and financial code or equivalent foreign establishment, the head office of which is not located in a State or territory whose legislation is recognised as insufficient or whose practices are considered to be an obstacle to the fight Against money laundering and the financing of terrorism by the international forum for coordination and coordination in the fight against money laundering, the holding company collects all written documents Probing the identity and status of this third party and the existence within the third party of procedures to combat money laundering and the financing of terrorism. The holding company concludes with the third party a convention under which the third party is responsible for proceeding:
" (a) In application of its own legislation, to all verifications relating to the identity of the investor provided for in the recommendations of the international forum for coordination and coordination in the fight against money laundering Money; and
" (b) To the complementary anti-money-laundering or anti-terrorist financing obligations that may be requested by the management company following its own controls.
" This third party undertakes to communicate, at the request of the holding company, all the elements enabling the latter to verify the conformity of the procedures and controls implemented with the abovementioned contractual
. The holding company shall carry out the due diligence required by the provisions of Title VI of Book V of the Monetary and Financial Code for the purchase orders transmitted to it by the third-party institution;
" 4 ° The holding company shall not have a direct relationship with the investor and shall entrust the marketing of the UCITS or investment fund to a third party not having the quality of a financial institution within the meaning of Article L. 562-1 The monetary and financial code or equivalent foreign establishment, the head office of which is situated in a State or territory whose legislation is recognised as insufficient or whose practices are regarded as obstructing the fight against Money laundering and the financing of terrorism by the international forum for coordination and coordination in the fight against money laundering, this third party undertakes to transmit to the portfolio management company the Information necessary to enable it to proceed to the due diligence required by the provisions of Title VI of Book V of the Monetary and Financial Code;
5 ° The holding company does not have a direct relationship with the investor and does not entrust the marketing of the UCITS or investment fund to a third party, it shall ensure that the order of subscription or repurchase is Collected by a financial institution within the meaning of Article L. 562-1 of the monetary and financial code or an equivalent foreign institution. The holding company shall carry out its duties as required by the provisions of Title VI of Book V of the Monetary and Financial Code;
" 6 ° The holding company does not have a direct relationship with the investor and does not entrust the marketing of the UCITS or investment fund to a third party and that the order of subscription or purchase is not collected by A financial institution within the meaning of Article L. 562-1 of the monetary and financial code or an equivalent foreign institution, it shall carry out the due diligence required by the provisions of Title VI of Book V of the Monetary and Financial
. In all cases, the holding company shall be liable for compliance with the obligations arising from Title VI of Book V of the Monetary and Financial Code.
" Article 315-54
Where a third party Ensures the holding of the issuer account of the UCITS or investment fund, or the holding of account retention of the liabilities of the UCITS or investment fund, or centralises the orders for the subscription and redemption of the units or shares of the UCITS or Of the investment fund, the holding company concludes with this third party a convention providing for the implementation of the efforts to combat money-laundering and the financing of terrorism within it, only after having Verified its identity and its status and established that it is a third party having the status of a financial institution within the meaning of Article L. 562-1 of the monetary and financial code or of an equivalent foreign institution. In the event that the holding company entruss one or more of these functions to a third party that does not have that quality, that third party undertakes to transmit to the holding company the information necessary to enable it to Proceed to the due diligence required by the provisions of Title VI of Book V of the Monetary and Financial Code.
" Article 315-55
The holding company shall establish a system of Monitoring to verify compliance with legislative and regulatory requirements to combat money laundering and terrorist financing.
" Article 315-56
For The application of Articles L. 563-1 and L. 563-1-1 of the Monetary and Financial Code and the texts adopted for their application, the internal rules referred to in Article 315-52 shall describe the procedures and procedures to be implemented in respect of Identification of the investor or third party receiving the subscription and redemption requests, in particular with regard to the verification of its identity and the situation prior to the supply of the service, to the subscription or purchase of Units or shares of UCITS or investment funds.
" Information collected on the identity and situation of the investor or third party receiving subscriptions and redemptions is maintained.
" The holding company shall pay particular attention to the identity of persons residing in States or territories whose legislation is deemed insufficient or whose practices are considered to be an obstacle to the struggle Against money laundering and the financing of terrorism by the international forum for coordination and coordination in the fight against money laundering.
" Article 315-57
The internal rules describe the conditions under which the holding company ensures the application by its branches or subsidiaries located abroad of anti-money laundering and anti-money laundering obligations. Financing of terrorism as defined in Article L. 563-3 of the Monetary and Financial Code, unless local legislation precludes it, in which case the holding company shall inform the service established in Article L. 562-4 of the Monetary Code And financier.
" Article 315-58
When implementing its own-account investment policy or on behalf of third parties, the holding company is responsible for assessing risk Of money laundering and terrorist financing and defines procedures for controlling the investment choices made by its employees.
" It shall identify, in particular, any financial instrument issued by legal persons acting in the form or on behalf of trust funds or any other structure for the management of an allocation heritage, including the identity of the constituents or Recipients is not known.
" Article 315-59
The holding company must have procedures in place to recruit its staff to comply with the provisions of the title VI of Book V of the Monetary and Financial
. It must provide its staff with information and training on obligations relating to the fight against money laundering and the financing of terrorism on a regular basis, in particular on the Applicable regulation and its amendments, on the laundering techniques used, on the prevention and detection measures and on the procedures and procedures for implementation referred to in Article 315 -52
It shall sensitize persons acting on its behalf to the measures to be taken to ensure compliance with Title VI of Book V of the Monetary and Financial Code.
" Section 7
" Specific provisions for the management of real estate investment agencies,
real estate investment companies, and specific management mandates for real estate assets
"Subsection 1
" Specific Activity Program,
Average
Management Organization " Item 315-60
With the exception of Articles 314-99 to 314-104, the provisions of Chapters I to IV and Section 6 of Chapter V of this Title shall apply to portfolio management companies in their management activities of OPCI, SCPI and specific mandates relating to Real estate assets, unless otherwise specified in this section.
" The specific programme of activities referred to in Article L. 214-119 of the Monetary and Financial Code specifies the conditions under which the holding company intends to provide the service concerned, describes the structure of its Organization and specifies the technical and human resources for managing and tracking real estate assets.
" The contents of this programme shall be specified in an AMF instruction.
" Article 315-61
Where the specific management mandate referred to in Article L. 214-119 of the Monetary and Financial Code permits Operations relating to the assets mentioned in a to c of Article L. 214-92 of the said Code, a special and express agreement of the principal shall be given. This agreement clearly indicates the authorized assets, the terms and conditions of such operations and the information of the principal.
" The denunciation of the mandate by the representative may take effect within a period beyond the period referred to in Article 314-61.
" Article 315-62
By way of derogation from the provisions of the first and third Article 312-3, the minimum amount of the capital of a holding company which manages at least one OPCI shall be equal to EUR 225 000.
" The assets of the OPCI managed by the holding company, including the portfolios of the collective investment organizations and investment funds of which the holding company has delegated management, but excluding the The portfolios it manages by delegation, are also taken into account for the calculation of the capital supplement referred to in the third paragraph of Article 312-3.
" Article 315-63
The means And the control and security arrangements required by the holding company under Article 313-54 shall be, as appropriate, sufficient and appropriate for the management of OPCI, of civil societies Real estate investment or the management of immovable property referred to in Article L. 214-92 of Article L. 214-92 of the Monetary and Financial
. The portfolio management company must be able to monitor the evolution of the aforementioned markets and real estate assets, which enter into the composition of managed portfolios, and to register and maintain, under conditions of Satisfactory security, the elements of operations performed on those assets in order to ensure traceability.
" It must be able to measure at any time the risks associated with these investments and the contribution of these investments to the risk profile of the OPCI. Pursuant to Article R. 214-191 of the Monetary and Financial Code, the portfolio management company shall, at any time, calculate the OPCI's commitment to financial instruments in accordance with the terms and conditions specified in a Directive AMF.
"Item 315-64
" The holding company must have an internal organisation to justify in detail the origin and execution of operations relating to the assets referred to in Article L. 214-92 of Article L. 214-92 of the Monetary Code and Financial.
" The holding company must have on a permanent basis specific monitoring procedures adapted to the acquisition or disposal operations relating to the assets referred to in Article L. 214-92 of Article L. 214-92 of the Financial.
"Item 315-65
" The portfolio management company may not delegate the financial management of OPCI, civil property investment companies or specific management mandates relating to the real estate assets referred to in Article L. 214-92 of Article L. Monetary and financial code as specified in Articles 313-77 and 313-78.
" The delegate must have a specific activity program to manage an OPCI.
" Where the delegate has its headquarters abroad, it must have the necessary approvals to provide the asset management service referred to in Article L. 214-92 of Article L. 214-92 of the Monetary and Financial Code in the country in which it has established Its registered office or equivalent control.
"Article 315-66
" The provisions of Article 314-79 shall not apply to fees and commissions remunerating advice and immovable property relating to the acquisition or transfer of assets referred to in a to c du I of Article L. 214-92 of the Code Monetary and financial assets in which the assets of an OPCI or a specific management mandate are invested.
" The nature and methods of calculating these fees and commissions are specifically mentioned in the terms of reference or in the simplified prospectus and the detailed note of the OPCI.
" In accordance with Article 314-79, retrocessions which would not benefit exclusively and directly to the OPCI or the principal are prohibited. Such retrocession, the agreements by which, on the occasion of an operation involving an asset referred to in Article L. 214-92 of Article L. 214-92 of the Monetary and Financial Code, the broker, intermediary or counterparty shall Portion of the fees referred to in the 1 ° of section 314-79 or the fees referred to in the first paragraph of this Article.
"Subsection 2
" Real Estate Evaluators
" Item 315-67
" The choice of real estate appraisers referred to in Article L. 214-111 of the Monetary and Financial Code shall be carried out independently and in the interest of holders or shareholders.
" Article 315-68
" The holding company shall establish formalised and controllable procedures for selecting real estate appraisers in accordance with Article L. 214-114 of the Monetary and Financial Code.
" Item 315-69
" Prior to the appointment of real estate appraisers, the portfolio management company verifies that each real estate appraiser:
" 1 ° Is a natural person or a legal entity carrying on a real estate appraisal activity;
" 2. Dispose of an experience, competence and organisation adapted to the exercise of its function in the field of property expertise referred to in Article 424-45;
" 3 ° Is independent of the other real estate appraiser, the custodian, the holding company, and the variable capital real estate investment company.
" The holding company shall establish formalised and controllable procedures to ensure that the appraiser continuously complies with the above conditions.
" Article 315-70
" The holding company establishes with each real estate appraiser a written agreement that includes the following clauses:
" 1 ° Identity of the parties;
" 2 ° Where applicable, membership by the appraiser to a professional charter;
" 3 ° The arrangements for the communication of information enabling the evaluator to carry out his mission;
" 4 ° The compensation arrangements of the real estate appraiser, who must be independent of the appraiser's value;
" 5 ° The terms of termination of the agreement, the notice of termination shall not be less than three months;
" 6 ° Terms of reference;
" 7 ° The information terms of the portfolio management company by the real estate appraiser, when any of the above is modified.
"Article 315-71
" Each real estate appraiser may delegate part of its work to a third party under the following conditions:
" 1. The delegate must meet the conditions set out in Article 315-69 and carry out its mission in accordance with the provisions of Article 424-45;
" 2 ° The delegation must have received the prior agreement of the holding company.
"Item 315-72
" No later than 30 days before the expiry of the assessor's term of office or before the date of termination of the contract, the holding company shall file an application with the AMF for new approval.
" Article 315-73
" The provisions of Chapters III, IV and V of this Title shall apply to the persons referred to in Article 313-2.
" The rules adopted pursuant to Chapters III, IV and V of this Title by the investment service provider and applying to the persons concerned referred to in II of Article 313-2 constitute an obligation for them Job.
" The provisions of Chapters IV and V of this Title shall apply to the persons concerned referred to in Article 313-2 of the branches established in France by registered investment service providers in other States Parties to the The Agreement on the European Economic Area. "
III. -The I of section 411-44-4 is amended as follows:
a) The 4 ° is worded as follows;
" 4 ° Without prejudice to the provisions of II, where the UCITS uses a term financial instrument alone or in combination with other financial instruments to obtain an exposure identical to the exposure obtained through instruments Cash, the additional amount that would have been required to invest in these cash instruments to obtain the same exposure; "
(b) At 5 ° in fine, the sign"." Is replaced by the sign: " ; " ;
c) After 5 ° is inserted a 6 ° reading as follows: " For UCITS with leveraged investment rules, cash loans. "
IV. -Title I and Title II of Book V are replaced by the following provisions:
"TITLE I
" REGULATED MARKETS AND MARKET COMPANIES
"Chapter I
" Discovering Regulated Markets
" Section 1
"Terms of discovery for regulated markets
" Item 511-1
" In order to obtain recognition of the market it intends to manage as a regulated market of financial instruments within the meaning of Article L. 421-1 of the monetary and financial code, the market undertaking transmits to the AMF a dossier comprising :
" 1 ° The elements relating to the market undertaking referred to in Article 511-2;
" 2. The relevant market elements referred to in Article 511-3.
"Article 511-2
" The elements relating to the market undertaking, mentioned in Article 511-1 of Article 511-1, include:
" 1 ° Its statuses;
" 2 ° Its rules of procedure;
" 3 ° The curriculum vitae of its social agents and of any other person who can effectively direct the activities and operation of the regulated market;
" 4 ° The identity of persons able to exercise, directly or indirectly, a significant influence on the management of the regulated market, as well as the amount of the holding
. Shareholders who hold, alone or in concert, directly or indirectly, a share of the capital or voting rights equal to or greater than 10 %
deemed to have such influence. 5 ° An activity programme describing its organisation and means with regard to the activity envisaged in the regulated market concerned, including the type of operations envisaged and the human and technical means at its disposal or that it Plans to implement;
" 6 ° The last annual accounts, if they exist, and the financial means at the time of the recognition of the regulated market;
" 7. Where applicable, subcontracting arrangements for the management of trading systems and information dissemination systems under this Title.
"Article 511-3
" The market elements referred to in Article 511-1 shall include:
" 1 ° The rules of the market, including the conditions and procedures for consulting the members of the market and issuers whose financial instruments are admitted to the negotiations on this market in the event of such changes;
' 2. The description of the mechanisms for the resolution of transactions and the rules of the system (s) for the settlement and delivery of financial instruments used and, where the market uses the services of a clearing house, the rules Operating system.
"Item 511-4
" The AMF shall ensure that the elements transmitted to it pursuant to Article 511-2 comply with the applicable laws and regulations. Specifically, it checks that:
" 1 ° The market undertaking is entitled to exercise the rights corresponding to the regulated market it manages;
' 2 ° The persons mentioned in Article 511-2 shall present the qualities guaranteeing the sound and prudent management of the regulated market;
" 3 ° The market company has set up:
" (a) A monitoring device for transactions in the regulated market it manages;
" (b) A surveillance device for market members;
" (c) A device enabling it to continuously monitor compliance with its provisions and that are applicable to the regulated market it manages;
" (d) An ethical control system for its activities and collaborators;
" 4 ° The market undertaking provided for consequences in the event of non-compliance with the obligations of the persons mentioned in the b and d of the 3 °.
"Article 511-5
" Pursuant to Article L. 421-4 of the Monetary and Financial Code, the AMF seeks the opinion of the Banking Commission on the organisation, the human, technical and material resources and the financial resources available to the company. Market.
"Item 511-6
" The AMF may request the market undertaking to provide it with any additional information it deems appropriate to enable it to ensure that all the necessary arrangements are in place to meet the obligations that apply to the The market or financial instrument market that it intends to manage.
"Item 511-7
" The AMF shall decide on the programme of activity referred to in Article 511-2 within three months from the date of receipt of the file or, where appropriate, additional information requested by it.
"Item 511-8
" The AMF shall ensure that the elements transmitted to it pursuant to Article 511-3 comply with the applicable laws and regulations. Specifically, it checks that:
" 1 ° The relevant market rules comply with the applicable laws and regulations;
" 2 ° The market undertaking has taken the necessary steps to ensure that the market concerned complies at all times with the requirements referred to in this Regulation;
' 3 ° The human, financial and material resources available to the market undertaking in application of the 5 ° and 6 ° of Article 511-2 shall be adapted to the management of the regulated market concerned;
' 4 ° The market undertaking has provided mechanisms for the efficient and timely resolution of transactions carried out in the framework of the regulated market systems it manages.
" Article 511-9
" The AMF shall decide on the rules of the contract within three months from the date of receipt of the file or, where appropriate, additional information requested by it.
" Article 511-10
" Pursuant to Article L. 421-4 of the Monetary and Financial Code, the AMF shall propose to the Minister responsible for the economy the recognition of the market for financial instruments as a regulated market when it considers that all the conditions Required for this discovery are in place.
"Item 511-11
" After recognition of a market as a regulated market and before commencing its activity, the market undertaking shall inform the AMF of the effective implementation of the means referred to in Article 511-2.
" Item 511-12
" The AMF decisions approving market rules are published in the Mandatory Legal Notice Bulletin and on the AMF website. The rules thus approved shall be annexed to the decision of the AMF
This publication is made after the recognition of the market quality regulated by the Minister responsible for the economy in the case of the rules of a new market.
"Article 511-13
" The market company publishes market rules on its website. It also leaves open the possibility for any person to consult, at its head office, the rules of the market and to take it or to make a copy of it at its own
. It shall make available under the same conditions the rules of the systems and mechanisms mentioned in 2 ° of Article 511-3 where such rules are not already made public in accordance with the provisions of this book.
"Section 2
" Changing
discovery conditions in regulated markets
"Item 511-14
" The market undertaking shall, without delay, inform the AMF of any changes to the elements of the file which have led to the recognition of the market for financial instruments as a regulated
. The AMF appreciates the appropriate follow-up to these amendments, and in particular whether the provisions of Article L. 421-5 of the Monetary and Financial Code should be implemented.
" Article 511-15
" The market undertaking shall inform the AMF of any proposal for the modification of the identity of the persons who effectively lead the market undertaking referred to in Article L. 421-7 of the Monetary and Financial
. The AMF refuses to approve these amendments where there are objective and demonstrable reasons to consider that the proposed change would seriously jeopardize the sound and prudent management and operation of the regulated market.
"Item 511-16
" Where they do not derive directly from the laws and regulations in force, significant changes in the rules of the market give rise to consultation with market members and issuers whose financial instruments are admitted to the market. Negotiations in this market in a manner appropriate to the nature of the proposed changes.
" The contract company shall submit to the AMF approval of the proposed changes to the market rules for which it operates. It shall attach to its request, where appropriate, the conclusions of the consultation referred to in the first
. The AMF's decisions approving changes to the market rules are published in the Bulletin des Announcements Compulsory and on the site of the AMF. The rules thus approved are appended to the AMF decision.
"Chapter II
" Organizational rules for
to market enterprises and rules of Ethics
"Section 1
" Organizational rules
"Article 512-1
" A market undertaking may not entrust to a third party the decisions concerning the admission of the members or financial instruments referred to in Article L. 211-1 of Article L. 211-1 of the Monetary and Financial Code and of the financial instruments Equivalents issued on the basis of foreign rights.
" It shall not entrust to a third party the organisation of the transactions, the registration and advertising of the negotiations, the suspension of negotiations and the functions referred to in Article 512-7 only with the agreement of the AMF. This third party may be another market undertaking, a company directly controlled, within the meaning of Article L. 233-3 of the trade code, by the relevant market undertaking, or a company or a group of economic interest directly controlled by This company and one or more other market companies.
" The second subparagraph shall not apply where the third party puts technical means at the disposal of the market
. In no case does the use of a third party exonerate the market company from liability.
"Article 512-2
" I.-Where term financial instruments are traded on the regulated market which it manages, the market undertaking shall compensate the transactions on such instruments by a clearing house or by means of a device enabling them to Orderly and secure.
" II. -Where the market undertaking makes up for transactions in the financial instruments admitted to the negotiations on the regulated market which it manages by a clearing house, it must comply with the conditions applicable to the rooms Compensation for a regulated market referred to in this book, or equivalent conditions where it is not established in France.
"Section 2
" Conflicts
"Item 512-3
" The market undertaking and the third party referred to in the third paragraph of Article 512-1 shall carry out their activities with due care, loyalty, neutrality and impartiality, while respecting the integrity of the market.
" Article 512-4
" The market undertaking shall establish and maintain an effective conflict-of-interest policy which shall be determined in writing and be appropriate in the light of its size, organisation and overall activities, including Including, where appropriate, multilateral trading systems it manages.
"Article 512-5
" The policy on conflict of interest management must in particular:
" 1. Identify, by mentioning the activities of the relevant market undertaking, situations which give or are likely to give rise to a conflict of interest involving a significant risk of infringement of the interests of one or more of its Members;
" 2 ° Define the procedures to be followed and the steps to be taken to manage these conflicts.
"Article 512-6
" The market undertaking shall keep and regularly update a register recording activities in respect of which a conflict of interest involving a significant risk of infringement of the interests of one or more members of the market it manages is Product or, in the case of an ongoing activity, is likely to occur.
"Section 3
" Rules of Conduct Applicable
to Employees of the Company Market
"Article 512-7
" The contract company shall remind persons placed under its responsibility or acting on its behalf that they are subject to professional secrecy under the conditions and penalties provided for by
. Such persons may use the confidential information they hold only for the performance of their duties within or on behalf of the market enterprise.
" Article 512-8
" The market undertaking shall establish a rules of procedure laying down the rules of ethics applicable to persons placed under its responsibility or acting on its
. These rules shall specify, in particular, the conditions under which such persons may carry out transactions on financial instruments on their own account. It provides that persons in charge of a function linked to the admission of financial instruments to negotiations or market surveillance cannot operate on their own account on the financial instruments for which they are responsible. It takes into account the provisions of article 512-7.
"Section 4
" Issuing a business card to certain
employees of the market enterprise and Conditions for exercising their
functions "Item 512-9
" The contract company is responsible for the following function (s):
" 1 ° Monitoring of negotiations;
" 2 ° Control of market members;
" 3 ° The ethical control of the market company and its employees.
"Article 512-10
" The officials referred to in Article 512-9 shall have the right decision-making autonomy and the necessary human and technical means to carry out their duties.
" These means are appropriate for the size of the regulated market (s) managed by the market enterprise.
"Article 512-11
" The officials referred to in section 512-9 must have a professional card. This card is issued by the AMF, on a proposal from the market company.
" With a view to the issue of this card, the market undertaking transmits to the AMF a file containing, for each of the persons concerned, the elements specified in an AMF statement.
" The AMF may ask the market company or data subjects for any accuracy it deems appropriate.
" The AMF shall take a decision within one month of receipt of the request or, where appropriate, additional information requested by it.
"Article 512-12
" Where the holder of a professional card referred to in Article 512-11 ceases to perform one of the functions referred to in Article 512-9, the market undertaking shall inform the AMF, which shall withdraw the
. Where the professional card is withdrawn by the AMF pursuant to a sanction decision taken in accordance with Article L. 621-15 of the Monetary and Financial Code, the market undertaking shall be informed by the AMF.
" Item 512-13
" The person (s) referred to in section 512-9 shall prepare a report each year on the conditions under which they have performed their duties. This report shall be transmitted to the executive body of the market undertaking, as well as to the AMF, no later than four months after the end of the financial
. This activity report has:
" 1 ° The description of the monitoring and control organization;
" 2 ° The identification of tasks performed for the exercise of the mission;
3 ° The observations that the person responsible has been led to make;
" 4 ° Measures adopted as a result of these observations.
"Chapter III
" Members of regulated markets
"Article 513-1
" The rules of the regulated market governing the conditions of admission of market members shall specify the obligations incumbent upon them in application:
" 1 ° Acts of constitution and administration of the market undertaking;
" 2. Provisions relating to transactions concluded there;
" 3 ° Professional obligations applicable to employees of investment service providers members of the market;
" 4 ° The conditions referred to in Article L. 421-18 of the Monetary and Financial Code applicable to members other than investment service providers. They shall set in particular the minimum amount of equity or equivalent resources or guarantees of these members for each regulated market;
" 5 ° Rules and mechanisms for clearing and settlement of transactions in the regulated market.
"Article 513-2
" The market undertaking shall ensure that the market member has the authorisation corresponding to the investment services which it intends to exercise, where appropriate, on the regulated
. Where the market rules provide for several categories of market members, they specify the conditions of admission applicable to each category.
"Article 513-3
" Where a member of the market is established outside a State Party to the Agreement on the European Economic Area, his admission shall be subject to the existence of an agreement on cooperation and exchange of information between the AMF and the supervisory authority Competent country of origin.
" Without prejudice to the first subparagraph, the market undertaking may conclude, with recognised markets within the meaning of Article L. 423-1 of the monetary and financial code and of Decree No 90-948 of 25 October 1990, agreements under which the members of a These markets are allowed as members of the other market and vice versa.
"Article 513-4
" The market undertaking shall communicate to the AMF the list of members of the regulated market it manages, specifying the country of origin. It shall inform the AMF without delay of any changes to this list.
"Article 513-5
" The market company shall ensure that the rules of the contract are observed by the members of the market.
" It enters into an admission agreement with each member of the market. Under the terms of the convention, members commit to:
" 1 ° Respect market rules on an ongoing basis;
" 2 ° Respond to any request for information from the market undertaking;
" 3 ° subject to on-the-spot checks carried out by the market undertaking;
" 4 ° Regularize their situation at the request of the market undertaking, if it finds that they no longer comply with the conditions of admission.
"Article 513-6
" Members of the regulated market shall apply the obligations laid down in Section 6 of Chapter IV of Title I of Book III when, by acting on behalf of their customers, they execute their orders in a regulated market.
"Item 513-7
" Market rules may allow a member of the market to entrust the negotiation of transactions for which he is responsible to another market member.
" Such a decision does not alter the responsibility of the market member vis-vis its principals.
"Article 513-8
" The market undertaking shall specify the conditions under which it places, directly or indirectly, at the disposal of natural persons who are called upon to act as negotiators in the market for the training necessary for the exercise of their Activity.
"Item 513-9
" A market undertaking may object to the choice, by its members, of transactions in the regulated market it manages, of a system for the settlement and delivery of financial instruments other than that which it proposes in one of the The following circumstances:
" 1 ° Where the arrangements and links between this settlement and delivery system and any other system or infrastructure necessary to ensure the efficient and economical settlement of the transaction have not been established;
" 2 ° Where the AMF considers that the technical conditions for the settlement of transactions in that market regulated by a system of settlement and delivery other than that proposed by the market undertaking are not such as to enable the Orderly and orderly financial markets.
"Chapter IV
" Negotiating Principles on Regulated Markets
and Transparency Rules
"Section 1
" General
"Article 514-1
" The rules of the market specify the conditions under which the meeting of multiple buyers and sellers expressed by third parties is carried out in such a way as to result in the conclusion of transactions involving the instruments Financial systems negotiated within the systems of this market.
" They also define how prices are determined, as well as the different functions that can be performed by market members.
"Item 514-2
" Market rules determine categories of orders that are executable by members of the market.
" They provide that members of the market place orders as soon as they are received if they originate from a payer, or when they are issued if they are the issuers themselves.
" Market rules specify the priority principles applicable to orders of the same direction and price that are produced simultaneously on the market.
"Item 514-3
" The rules of the market shall lay down the principles applicable to the suspension of negotiations
They shall also provide for the conditions for technical interruption of the negotiations of a financial instrument when the variation of the course reaches, during the same session or session at the other, one of the thresholds set by the market
. Market rules governing price changes take into account the market model as well as the characteristics of the negotiated financial instruments. The market undertaking must have the means to check the consistency of prices resulting from transactions.
"Article 514-4
" The market rules provide for the conditions under which the market undertaking is entitled to cancel one or more erroneous or irregular transactions. They specify the terms and conditions of market information.
"Section 2
" Principles of transparency
and publishing market information
" Article 514-5
" For the actions admitted to the negotiations on a regulated market which it manages, the market undertaking shall make public the interest on the purchase and sale and the importance of the negotiating positions expressed at those prices, displayed by the systems The regulated market.
" This information shall be made public in the manner laid down in Regulation (EC) No 1287/2006 of 10 August 2006
The AMF exempts the market undertaking from making public the above-mentioned information under the conditions laid down in Regulation (EC) No 1287/2006 of 10 August 2006.
"Article 514-6
" For transactions relating to the shares admitted to the negotiations on a regulated market which it manages, the market undertaking shall publish the price, quantity and time recorded in the manner laid down in Regulation (EC) No 1287/2006 of 10 August 2006
" The AMF allows the market company to defer the publication of these transactions according to their type or size, in particular when dealing with transactions involving large sizes in relation to the normal market size in the market. Under the terms and conditions laid down in Regulation (EC) No 1287/2006 of 10 August 2006. The conditions under which this publication is deferred are then specified in the marketplace rules.
"Item 514-7
" For financial instruments other than shares admitted to negotiations on a regulated market which it manages and negotiated under the conditions laid down in Article 514-1, the market undertaking shall determine the information on the interest on the purchase and The sale it publishes in order to ensure a fair and orderly negotiation. This information is adapted to the characteristics of the financial instruments concerned and the terms of their negotiation.
"Article 514-8
" For transactions relating to the financial instruments referred to in Article 514-7, information relating to prices and quantity shall be published by the market undertaking within a period adapted to the characteristics of the financial instrument negotiated, to The negotiation mode and the amount of the transaction.
" This deadline, set by market rules, ensures an adequate level of market information.
" The publication shall be made no later than the opening of the sitting on the third trading day following the day of the transaction.
"Section 3
" Declarations to AMF
"Item 514-9
" The market undertaking reports to the AMF on a daily basis orders received from the members of the regulated markets they manage and transactions carried out in its systems, under the conditions set out in an AMF instruction.
"Article 514-10
" The market undertaking shall retain for at least five years information relating to transactions in the regulated market it manages. This information is, for each transaction:
" 1 ° Name of financial instruments purchased or sold;
" 2 ° The quantity processed;
" 3 ° Transaction date and time;
" 4 ° Transaction price;
" 5 ° The indication, if any, that the transaction is the result of an order executed under the conditions referred to in Article 3 of Regulation (EC) No 1287/2006 of 10 August 2006;
" 6 ° The name of the market member (s) that executed the order.
"Chapter V
" Admission of
financial instruments to negotiations on a regulated market
" Article 515-1
" The market undertaking shall adopt procedures enabling it to regularly monitor compliance with the conditions of admission of the financial instruments it has admitted to the negotiations on the regulated market it manages.
" Article 515-2
" The market undertaking shall have effective procedures in place to verify that issuers of the financial instruments referred to in the 1 ° to 3 ° of the I of Article L. 211-1 of the Monetary and Financial Code and any equivalent instrument issued on the basis of Of foreign rights admitted to negotiations on a regulated market that it manages shall comply with the provisions of Title II of Book II which apply to them.
"Article 515-3
" The market undertaking shall set up devices to facilitate access by members of the regulated market which it manages, to the information published by the issuers under Titles I and II of Book II.
" Chapter VI
"Special Terms Applicable to Certain Markets
" Section 1
" Orders with Delayed Order and Delivery service
"Item 516-1
" The rules of the market may authorise a buyer or seller investor, following the execution of its order on the market, to defer until a date that they determine the payment of the funds or the delivery of the instruments Financial. The purchaser investor, definitively committed from the execution of his order to pay the price of the financial instruments, shall pay the funds only on the date, fixed by the rules of the market, to which the financial instruments are recorded in his Account.
" The financial instruments belong to the member of the market in whose account they are registered, on the date fixed by the rules of the market and pending their registration to the account of the purchaser. The seller investor, definitively engaged in the execution of his order to deliver the financial instruments, must deliver them only on the date, fixed by the rules of the market, to which his account is debited. He remains the owner of the financial instruments as long as they are included in his account.
"Item 516-2
" The provisions of Articles 516-3 to 516-13 shall apply to investment service providers receiving orders with deferred payment and delivery service as well as conservative account contents.
" Where the rules of the contract provide for the right referred to in the first paragraph of Article 516-1, the claimant who receives a deferred order or delivery may not accept such an order from the investor if he obtains The latter the constitution of a cover either in its books or in the books of the content of the Tory account if it does not itself provide this function.
"Article 516-3
" An investment service provider who does not hold an account of an instructing customer does not agree to transmit or execute an order with the deferred payment and delivery service only if it is in a position to Convention established with the content of the customer's conservative account, to verify before transmitting or performing that order that the required coverage is properly constituted in the said conservative content.
" The provider of customer retention accounts is subject to the provisions of this section.
"Item 516-4
" The investment service provider shall be subject to the rules on the constitution and composition of the required coverage of customers defined in an AMF instruction.
" Coverage is calculated as a percentage of the positions and the nature of the assets. It is set to at least 20 %.
" The rates referred to in the above-noted instruction are minimum rates. For any customer, the authorized provider may require higher rates.
"Item 516-5
" Where the payer has not, within the required period, set up or completed the coverage or fulfilled the commitments resulting from the order executed on his behalf, the investment service provider shall proceed with the partial or total liquidation Of its commitments or positions.
" The AMF may, as appropriate, fix, on a temporary or permanent basis, stricter rules of coverage for a specified financial instrument or market.
"Article 516-6
" Where the coverage is made up of financial instruments, the investment service provider may refuse those of the instruments:
" 1 ° That he would not be able to realize at any time or on his own initiative;
" 2 ° That it would consider inappropriate to ensure adequate coverage, given the nature of the position to be
. In any event, positions on a particular financial instrument may not be covered by the same financial instrument.
"Article 516-7
" Checked cheques can only be considered for coverage after they are cashed.
"Item 516-8
" When requested by the customer, the investment service provider must be able to inform the customer of the valuation of the cover made according to the three categories mentioned in an AMF instruction and, in application Of the same article, the position likely to be taken, or an increase in the position already taken liable to be made.
"Article 516-9
" On one or more of the specified financial instruments, the minimum coverage rates provided for in Article 516-4 may be raised by the AMF under the conditions referred to in that Article. The entry into force of the new rates cannot take place less than two days after publication.
"Item 516-10
" The initial coverage is adjusted in the event of a need based on the daily revaluation of the position itself and the assets allowed on the cover of that heading, so that it always corresponds to the minimum Required regulation.
" The investment service provider shall, by any means, challenge the customer to complete or reconstitute his coverage within the period of one day of negotiation.
" Failing to supplement or reconstitute the cover within the required time limit, the provider shall take the necessary measures to ensure that the customer's position is again covered. Unless the claimant and the client agree on different terms and conditions, the investment service provider shall begin by reducing the customer's position before performing all or part of the coverage.
" Item 516-11
" In the absence of a conventional provision, the investment service provider who wishes to increase the coverage of a customer's positions beyond the rates prescribed by an AMF instruction shall notify the latter, by registered letter with application Notice of receipt, of the new rates that it will apply. This letter is sent at least eight calendar days before the effective date of this markup.
"Item 516-12
" Where an investment service provider reduces the position of a customer or performs all or part of its coverage, in accordance with the third paragraph of Article 516-10, it shall address by registered letter with the request for notification of receipt to the Instructing the relevant operating notices and account orders.
"Item 516-13
" By way of derogation from the provisions of the first subparagraph of Article 516-4, a member of a regulated market who does not hold a customer's account shall be exempt from checking the constitution of a cover when the order is addressed to him by a provider Acting as an order receiver-transmitter.
"Section 2
"
securities operations "Item 516-14
" Market rules determine the terms and conditions of rights detachments and other financial instrument transactions affecting the course of the latter, specifying the respective rights of buyers and sellers.
" They shall provide for the arrangements under which issuers of financial instruments admitted to the negotiations on the regulated market managed by the market undertaking shall inform the market undertaking of such operations
Where financial instruments are admitted to negotiations without the consent of the issuer, the market undertaking shall arrange for access to that information.
" Section 3
"Specific Terms Applicable to Futures
" Article 516-15
" An investment service provider who receives an order to be executed in a regulated market of term financial instruments can accept that order only if he obtains from the investor the formation of a hedge, or in his Books, or in the books of the Tory account if it does not itself provide this function.
" This coverage is at least equivalent to that required by the rules of the market, for the covers called by the members, or by the rules of operation of the clearing house, for the covers called by the members. The investment service provider may at any time demand that the payer complete it at the level it fixes.
" The cover shall be composed or supplemented by the payer in the same time as those laid down in the rules referred to in the second paragraph.
" Where the payer has not established or completed his coverage within the time limits referred to in the third subparagraph, the investment service provider shall liquidated all or part of its commitments or positions.
"Section 4
" Other
"Article 516-16
" At the request of a market undertaking, the AMF may institute an arbitration procedure designed to provide a solution to disputes arising between the market undertaking and the members of the market it manages, between the members of the market themselves, Or between members and their order donors.
"Item 516-17
" Without prejudice to specific regulations, where compulsory sales of financial instruments referred to in the 1 ° to 3 ° of the I of Article L. 211-1 of the Monetary and Financial Code and on financial instruments Equivalent issued on the basis of foreign rights shall be effected through an investment service provider, the latter shall publish, at least 15 days before the sale, in a legal notice newspaper, a notice specifying the date The sale, the nature and the number of financial instruments offered for sale, the sale price, and the terms of sale.
"TITLE II
" MULTILATERAL SYSTEM OF NEGOTIATION
"Chapter I
" General
"Article 521-1
" The provisions of this Title and of Chapters 1 and 2 of Title I of this book shall apply to the market undertaking managing a multilateral trading system referred to in Article L. 424-1 of the Monetary and Financial
. With the exception of Articles 521-3, 521-4, 521-6, 521-9 and 521-10, the provisions of this Title shall apply to investment service providers who manage a multilateral trading system.
" Section 1
" Comments on the application for registration of investment service providers in
operating a multilateral trading system and authorizing the business of Market
"Subsection 1
" Comments from the AMF on the application for registration of investment service providers operating a system Multilateral negotiation
"Article 521-2
" In the context of the examination of the application for authorisation by the Committee of Credit Institutions and Investment Enterprises for the service referred to in Article L. 321-1 of the Monetary and Financial Code and prior to the issuance of Approval, the AMF shall examine the applicant's file under the conditions laid down in Article R. 532-1 of the said
. The applicant shall attach to the file of approval the information referred to in 1 ° and 5 ° of Article 521-3
The AMF shall ensure that the means provided are adapted to the activities envisaged and that the rules of the system are in conformity with the provisions applicable to
. After the authorisation is granted, the investment service provider shall publish the rules of the system on its site. It also leaves open the possibility for anyone to consult, at their head office, the rules of the system and to take or make a copy of the system at its own expense.
" Subsection 2
"Market Authorization
" Item 521-3
" In order to be authorized to manage a multilateral trading system, the market undertaking transmits to the AMF a file containing the following elements:
" 1 ° The operating rules of the system referred to in Article 521-4;
" 2 ° A programme of activities, mentioning in particular the type of operations envisaged by the market undertaking, the structure of its organisation and, in view of the activity envisaged, the human and material resources implemented, in particular the Characteristics of the trading system, the arrangements for the settlement and delivery of the financial instruments to be negotiated and, where appropriate, the mechanisms for clearing transactions within the system;
" 3 ° The last annual accounts, if they exist, and the financial means available to the market undertaking in relation to the activity envisaged;
" 4 ° Where applicable, subcontracting agreements for system management;
" 5 ° The device implemented to ensure compliance with the system rules by its members.
"Article 521-4
" The system operating rules set:
" 1 ° The conditions for admission of members. Where a member of the market is established outside a State Party to the Agreement on the European Economic Area, his admission shall be subject to the existence of an agreement on cooperation and exchange of information between the AMF and the supervisory authority Competent country of origin;
" 2 ° The category (s) of negotiable financial instruments on the system;
" 3 ° The conditions to be met by the issuers prior to the negotiation of their financial instruments within the framework of the system, and, where appropriate, their due diligence;
' 4 ° Conditions for the negotiation of financial instruments on the system, in particular:
" (a) The arrangements for meeting the purchase and sale interests and the dates and times of commencement of negotiations;
" (b) Information provided to members;
" (c) The information made available to the public concerning the interest on the purchase and sale and the transactions carried out;
" (d) The procedures for suspending negotiations;
" (e) Time limits and conditions for the resolution of transactions;
" 5. Where applicable, the applicable periodic and periodic financial reporting obligations of issuers whose financial instruments are negotiable on the system;
" 6 ° The responsibilities incurred by members in case of non-compliance with the system rules.
"Article 521-5
" Where the persons leading a regulated market are the same as those managing the multilateral trading system for which the authorization is sought, such persons shall be deemed to have sufficient good repute and experience To ensure the sound and prudent management of the multilateral trading system.
"Article 521-6
" The AMF verifies that the documents or information referred to in Articles 521-3 and 521-4 comply with the relevant legislative and regulatory provisions, in particular that the market undertaking has the means and an organization adapted to the View of the proposed activity.
" The AMF seeks the opinion of the Banking Commission on the organisation, the human, technical and material resources and the financial resources available to the market
. The AMF may ask the system manager for any additional information it deems appropriate.
" It may require amendments to the rules or adaptations of the means necessary to ensure compliance of the system with the provisions of this
. The AMF shall decide on the request for authorisation within three months of receipt of the file or, where appropriate, additional information requested by it.
" Article 521-7
" After the authorization is issued, the market company publishes the rules of the system on its site. It also leaves open the possibility for anyone to consult, at their head office, the rules of the system and to take or make a copy of the system at its own expense.
" Section 2
"Changes to system
characteristics and remove authorization
" Item 521-8
" The system manager transmits changes to the system rules to the AMF at least one month before the expected date for their application.
" When it considers that these amendments are not compatible with the status of the multilateral trading system, the AMF opposes their implementation within one month. The AMF informs the Committee of credit institutions and investment firms of its opposition decision when the system manager is an investment service provider.
" Article 521-9
" Without prejudice to the provisions of Article 521-7, the market undertaking authorised to manage a multilateral trading system shall inform the AMF of the changes it intends to make to the elements taken into account for the issuance of its Authorization.
" The AMF shall inform the market undertaking of the possible consequences of these changes on the authorisation granted to it.
"Article 521-10
" The AMF withdraws the authorization issued to the market undertaking if it:
" 1 ° Did not make use of the authorization within 12 months, if it expressly waives it or if the multilateral trading system has not worked for the last six months;
" 2 ° obtained authorization by false statements or by any other irregular means;
" 3 ° no longer meets the conditions under which authorization was granted;
" 4 ° Serious and systematically violates the provisions applicable to it.
"Chapter II
"
Negotiating Principles on Multilateral Systems of Negotiation
"Section 1
" Ordered and equitable operation
of negotiations and market integrity
" Article 522-1
" Where the rules of the system provide for the signing of an admission or accession agreement between the manager and the issuers, the manager shall put in place the necessary arrangements enabling him to ensure compliance with their obligations Contract by the latter. The convention provides for consequences if these obligations are not fulfilled.
"Section 2
" Publish market information
" Article 522-2
" For the actions allowed for negotiations on a regulated market negotiated within the framework of the system, the system manager shall publish the information on the interest on the purchase and sale under the conditions and in accordance with the conditions laid down in the Regulation (EC) No 1287/2006 of 10 August 2006.
" The AMF provides the system manager with these obligations under the conditions laid down in Regulation (EC) No 1287/2006 of 10 August 2006.
"Article 522-3
" For transactions involving shares admitted to trading on a regulated market and carried out within the framework of the system, the system operator shall publish the information, under the conditions and in accordance with the rules laid down in the Regulation (EC) No 1287/2006 of 10 August 2006.
" The AMF authorizes the manager of a multilateral trading system to defer the publication of the characteristics of these transactions according to their type or size, in particular when dealing with sizes In relation to the normal market size under the conditions and in the manner laid down in Regulation (EC) No 1287/2006 of 10 August 2006. The conditions in which this publication is deferred are then specified in the system rules.
"Item 522-4
" For financial instruments other than shares admitted to trading on a regulated market, negotiated under the system, the system manager shall make public an information on the interest on the purchase and sale relevant to the The characteristics of the negotiated financial instrument, in particular whether or not it is admitted to trading on a regulated market, its mode of negotiation on the system, the number and nature of members of the system and of the final investors Financial instrument holders.
"Item 522-5
" For transactions involving financial instruments other than those admitted to trading on a regulated market, negotiated within the framework of the system, the system manager shall make public an information relevant to the The characteristics of the negotiated financial instrument, in particular whether or not it is admitted to trading on a regulated market, its mode of negotiation on the system, the number and nature of the members of the system and the final investors Financial Instrument.
"Section 3
" Compensation and Delivery Payment
"Item 522-6
" The system rules referred to in Article 521-4 shall indicate the system (s) for the settlement and delivery of financial instruments for the resolution of transactions and specify, where appropriate, the clearing house involved in the Compensation for transactions within the system.
"Item 522-7
" The system manager will make arrangements to facilitate the efficient resolution of transactions within the system.
" It clearly informs the members of the system of their respective responsibilities for the resolution of transactions performed on it.
"Section 4
" Rules of Good behavior
"Item 522-8
" The system manager shall, where appropriate, provide sufficient information to the public or ensure that there is access to such information to enable users to form an investment judgment, taking into account the The nature of the users and the types of financial instruments negotiated.
"Item 522-9
" The manager of the multilateral trading system establishes and maintains a conflict management policy specific to the system's management activity, in particular when it acts on the system's own account It manages.
"Chapter III
" Monitoring system and member operations
" Section 1
"Issuing a business card to certain contributors
" Article 523-1
" The system manager is responsible for the following functions:
" 1 ° Monitoring of negotiations;
" 2 ° Control of system members.
" Where the investment service provider is not exclusively engaged in the management of a multilateral trading system, it shall designate, in order to carry out the functions referred to in 1 ° and 2 °, a person other than the head of the Compliance.
" A contract company that manages a multilateral trading system may designate the person (s) referred to in section 512-9 to carry out these functions under the management of a multilateral trading system.
"Item 523-2
" The officials referred to in Article 523-1 shall have the right decision-making autonomy and the necessary human and technical means to carry out their duties.
" These resources are adapted to the importance of the system (s) managed by the manager.
"Article 523-3
" The officers referred to in section 523-1 must have a professional card. This card is issued by the AMF, on a proposal from the manager, under the conditions set out in Articles 512-9 to 512-13.
"Section 2
" Monitoring members
"Article 523-4
" The system manager ensures that the system rules are enforced by its members. It shall provide appropriate means and procedures for this purpose.
" It concludes with each member an admission agreement, including:
" 1 ° The obligation of the Member to comply constantly with the rules of the system and their implementing provisions, to respond to any request for information by the manager, to comply with the checks carried out by the latter and, at the request of the Manager, to regularize its situation;
" 2 ° The manager's commitment to take, in the event of the wrong execution or non-performance of the admission agreement, measures which may extend to the suspension of the member or the termination of the agreement.
Item 523-5
" The rules of the system provide that the members of the system shall date orders relating to financial instruments admitted to the negotiations on a regulated market as soon as they are received if they originate from a payer, or from the time they are issued if the Members are themselves the emitters.
"Section 3
" Declaring and keeping transaction data
"Article 523-6
" The system manager reports to the AMF on a daily basis orders relating to financial instruments admitted to the negotiations on a regulated market received from members of the system and transactions in its systems, in the Conditions set by an AMF statement.
"Item 523-7
" The system manager reports transactions in the system to the AMF using the following terms:
" 1 ° For financial instruments admitted to negotiations on a regulated market, the price, volume and time of transactions carried out within the framework of its system in the manner specified by an AMF instruction;
" 2 ° For financial instruments not admitted to negotiations on a regulated market, on a case-by-case basis for each multilateral trading
. In particular, the system manager indicates the identity of the members who made the transaction, specifying whether the transaction occurred on its own account or on behalf of third parties when the system rules provide for this accuracy.
"Article 523-8
" The system manager shall retain for at least five years information relating to transactions within the framework of their system under the conditions set out in article 514-10.
" Chapter IV
"Multilateral Bargaining Systems
" Article 525-1
" Multilateral trading systems are multilateral trading systems, including:
" 1 ° Organizational rules are approved by the AMF at their request;
" 2 ° Which subject to the provisions of Book VI on market abuse;
" 3 ° Who provides for a course guarantee mechanism where the financial instruments admitted on these systems are the instruments referred to in Article L. 211-1 of the Monetary and Financial Code.
" Article 525-2
" The provisions common to all multilateral trading systems referred to in Chapters I to IV of this Title shall apply to multilateral negotiations systems.
" Multilateral negotiation systems are also subject to the following provisions.
"Article 525-3
" The information and documents communicated to the AMF in accordance with Article 521-3 shall also cover the arrangements for monitoring compliance with the obligations arising from Chapter IV of Title I of Book III and Book VI.
"Article 525-4
" Managers alert the AMF without delay to the difficulties they encounter in the performance of their obligations and the facts they are aware of and which are likely to affect the proper functioning of the system.
" They shall, in particular, forward without delay to the AMF all relevant information where these facts are likely to characterise market abuse as defined in Book VI and any breach of the obligations assumed by issuers to Financial information managers.
"Article 525-6
" The rules of multilateral trading systems also provide for:
" 1 ° The procedures to be implemented in the event of control of issuers whose financial instruments are negotiated on these systems;
" 2 ° The system used to monitor compliance by members and issuers of the obligations covered by Chapter IV of Title I of Book III and the provisions of Book VI.
" Article 525-7
" The Convention referred to in Article 522-1 also sets out the obligations relating to the procedures to be implemented in the event of control of the issuer whose financial instruments are negotiated on a multilateral trading system Organized.
"TITLE III
" SYSTEMATIC INTERNALISERS
" Chapter I
"General
" Section 1
"Application and information field of the AMF
" Article 531-1
" Where an investment service provider exercises systematic internalisation within the meaning of Article 21 of Regulation (EC) No 1287/2006 of 10 August 2006, he shall inform the AMF as soon as he is a systematic internalizer on an action Specifying the identifier of the financial instrument (s) concerned.
" When it ceases its activity as a systematic internalizer on an action, it shall inform the AMF no later than the day after the cessation of such activity.
"Article 531-2
" The provisions of Section 1 of Chapter II shall not apply to systematic internalisers who, on the action concerned, only carry out transactions in excess of the standard market size defined in Article 23 of Regulation (EC) No 1287/2006, August 10, 2006.
"Section 2
" Trade Policy
"Item 531-3
" A systematic internalizer may select, on the basis of its commercial policy and in an objective and non-discriminatory manner, the clients with whom it negotiates. To this end, it has clear rules defining its trade policy in this
. It may refuse to enter into a relationship with a customer or terminate this relationship on commercial grounds, in particular the customer's creditworthiness, counterparty risk, and the outcome of the transaction.
"Chapter II
" Transparency rules
before negotiation
"Section 1
" Publishing
prices "Item 532-1
" For the purposes of Article L. 425-2 of the Monetary and Financial Code, the market refers to the market referred to in Article 22 of Regulation (EC) No 1287/2006 of 10 August 2006.
"Article 532-2
" A systematic internalizer shall publish the price (s) and quantities proposed on a regular and continuous basis during the normal working hours defined in Article 2 of Regulation (EC) No 1287/2006 of 10 August 2006
It can update its price or quantities at any time.
" It may withdraw its prices and quantities in case of exceptional market conditions.
"Section 2
" Pricing Arrangements
" Item 532-3
" A systematic internalizer can decide on the size or size of the transaction for which it establishes a price.
" The price (s) displayed by the systematic internalisers shall reflect the prevailing market conditions for such action determined in accordance with Article 24 of Regulation (EC) No 1287/2006 of 10 August 2006.
" Chapter III
"How to run
orders" Article 533-1
" A systematic internalizer executes the orders of its non-professional customers at the prices shown at the time of receipt.
"Item 533-2
" I.-A systematic internalizer shall execute the orders of its professional clients referred to in Article L. 533-16 of the monetary and financial code and of the eligible counterparties referred to in Article L. 533-20 of the said Code, at the prices shown at the moment Of their receipt.
" II. -A systematic internalizer may, by way of derogation from the I, execute orders at a better price than the one displayed on condition that:
" 1 ° The use of such a derogation is justified;
" 2 ° The price falls within a range made public and close to market conditions;
" 3 ° The order is of a size greater than the size normally requested by a non-professional customer, as laid down in Article 26 of Regulation No 1287/2006 of 10 August 2006.
' III. -A systematic internalizer may, by way of derogation from the I, execute that order at a price different from the price displayed in the following cases:
" 1 ° The order relates to a basket of financial instruments and, in accordance with Article 25 of Regulation (EC) No 1287/2006 of 10 August 2006, represents only one transaction;
' 2 ° The order shall not be an order for the execution of a transaction on shares at the prevailing market price or a limited order in accordance with Article 25 above.
"Article 533-3
" I.-When a systematic internalizer that establishes a price only for a single order size or whose highest rating is less than the standard market size, receives an order of size greater than the size for which It has established its price but is less than the standard market size, it may execute the part of the order which exceeds the size for which it has established its price, to the extent that it executes it at the established price, with the exceptions provided for in the article 533-2.
" For a determined action, each rating is one or more firm purchasers and/or sellers, and of a size or several sizes less than or equal to the standard size of the market for the class of shares to which the share Belongs.
" II. -When a systematic internalizer establishes a price for different order sizes and receives an order between those sizes, it executes it at one of the established prices, in accordance with the provisions of Article L. 533-19 of the Monetary Code and Except exceptions provided for in Article 533-2.
"Article 533-4
" In order to limit the risk of exposure to multiple transactions with the same customer, a systematic internalizer may restrict, in a non-discriminatory manner, the number of transactions of the same customer as it undertakes to carry out the Published conditions, where, in accordance with the conditions set out in Article 25 of Regulation (EC) No 1287/2006 of 10 August 2006, it cannot execute them without exposing themselves to excessive
. A systematic internalizer may restrict in a non-discriminatory manner and in accordance with the provisions of Article L. 533-19 of the Monetary and Financial Code, the total number or amount of simultaneous transactions with customers Different when that number or amount significantly exceeds the standard provided for in Article 24 of the aforementioned Regulation.
"Chapter IV
" Publishing transactions
" Item 534-1
" A systematic internalizer shall publish the transactions it has carried out within the time limits and in accordance with the procedures laid down in Regulation (EC) No 1287/2006 of 10 August 2006. "
V.-The current Title III of book V becomes Title IV.
VI. -Sections 531-1, 531-2 and 531-3 become items 541-1, 514-2 and 541-3 respectively.
VII. -Section 531-4 is renumbered as section 541-4 and the reference: 531-30 " Is replaced by the reference: " 541-30 ".
VIII. -Section 531-5 becomes item 541-5.
IX. -Section 531-6 is renumbered as section 541-6 and the reference: 531-5 " Is replaced by the reference: " 541-5 ".
X. -Section 531-7 becomes item 541-7.
XI. -Section 531-8 is renumbered as section 541-8 and the reference: 531-7 " Is replaced by the reference: " 541-7 ".
XII. -Section 531-9 is renumbered as section 541-9 and the reference: 531-7 " Is replaced by the reference: " 541-7 ".
XIII. -Section 531-10 is renumbered as section 541-10 and the reference: 531-9 " Is replaced by the reference: " 541-9 ".
XIV. -Section 531-11 becomes section 541-11 and the reference: 531-7 " Is replaced by the reference: " 541-7 ".
XV. -Section 531-12 becomes item 541-12.
XVI. -Article 531-13 becomes Article 541-13 and reads as follows:
"Article 541-13
" In accordance with Article L. 440-2 of the Monetary and Financial Code, accession to a clearing house of credit institutions and investment firms which have their registered office in a State not party to the agreement on the Space European economic, as well as legal persons whose main or sole purpose is the clearing of financial instruments which are not established in the territory of metropolitan France and the overseas departments, is Subject to prior approval of the AMF.
" The AMF ensures that these bodies are subject to the rules for the exercise of the compensation and control activity equivalent to those in
in France. The absence of opposition by the AMF within one month of receipt of the application for membership submitted by the clearing house shall be valid.
" Where the AMF requests further information from the candidate for accession or the clearing house, this period shall be suspended until such time as they are received. "
XVII. -Article 531-14 shall become Article 541-14 and the first and second subparagraphs, the reference: 531-13 " Is replaced by the reference: " 541-13 ".
XVIII. -Sections 531-15, 531-16, 531-17, 531-18 and 531-19 respectively become items 541-15, 541-16, 541-17, 541-18 and 541-19.
XIX. -Section 531-20 becomes section 541-20 and the reference: 531-12 " Is replaced by the reference: " 541-12 ".
XX. -Sections 531-21, 531-22 and 531-23 respectively become items 541-21, 541-22 and 541-23.
XXI. -Section 531-24 is renumbered as section 541-24 and the reference: 531-23 " Is replaced by the reference: " 541-23 ".
XXII. -Section 531-25 is renumbered as section 541-25 and the reference: 531-23 " Is replaced by the reference: " 541-23 ".
XXIII. -Section 531-26 becomes item 541-26.
XXIV. -Section 531-27 is renumbered as section 541-27 and the reference: 531-26 " Is replaced by the reference: " 541-26 ".
XXV. -Sections 531-28 and 531-29 respectively become sections 541-28 and 541-29.
XXVI. -Section 531-30 becomes section 541-30 and the words " Sections 531-22 to 531-25, and those referred to in section 531-7 " Are replaced by the following words: " Sections 541-22 to 541-25, as well as those referred to in section 541-7 ".
XXVII. -Section 531-31 becomes item 541-31.
XXVIII. -Section 532-1 becomes item 542-1.
XXIX. -Section 532-2 becomes section 542-2 and references: " 531-23 " And: " 531-25 " Are replaced by the references: " 541-23 " And: " 541-25 ".
XXX. -Section 532-3 is renumbered as section 542-3 and the reference: 531-26 " Is replaced by the reference: " 541-26 ".
XXXI. -Sections 532-4 and 532-5 respectively become sections 542-4 and 542-5.
XXXII. -Section 532-6 is renumbered as section 542-6 and the reference: 531-23 " Is replaced by the reference: " 541-23 ".
XXXIII. -Sections 532-7, 532-8 and 532-9 respectively become items 542-7, 542-8 and 542-9.
XXXIV. -Title IV shall become Title V.
XXXV. Articles 540-1 and 540-2 respectively become Articles 550-1 and 550-2.
XXXVI. -Article 540-3 shall become Article 550-3 and the reference: 540-2 " Is replaced by the reference: " 550-2 ".
XXXVII. -Section 540-4 is renumbered as section 550-4 and references are: 540-1 " And " 540-2 " Are replaced by the references: " 550-1 " And " 550-2.
XXXVIII. -Article 540-5 shall become Article 550-5 and the reference: 540-4 " Is replaced by the reference: " 550-4 ".
XXXIX. -Article 540-6 becomes Article 550-6 and the reference: 540-4 " Is replaced by the reference: " 550-4 ".
XL. -Articles 540-7 and 540-8 respectively become Articles 550-7 and 550-8.
XLI. -Title V becomes Title VI.
XLII. -Section 550-1 becomes item 560-1.
XLIII. -Article 550-2 becomes Article 560-2 and the reference: 540-2 " Is replaced by the reference: " 550-2 ".
XLIV. -Article 550-3 shall become Article 560-3 and the reference: 550-2 " Is replaced by the reference: " 560-2 ".
XLV. -Article 550-4 shall become Article 560-4 and the reference: 550-1 " Is replaced by the reference: " 560-1 ".
XLVI. -Article 550-5 shall become Article 560-5 and the reference: 550-4 " Is replaced by the reference: " 560-4 "
XLVII. -Article 550-6 becomes Article 560-6 and the reference: 550-4 " Is replaced by the reference: " 560-4 "
XLVIII. -Sections 550-7, 550-8, 550-9, 550-10 and 550-11 respectively become sections 560-7, 560-8, 560-9, 560-10 and 560-11.
XLIX. -Title VI becomes Title VII.
L.-Article 560-1 becomes Article 570-1 and the reference: 560-2 " Is replaced by the reference: " 570-2 ".
LI. -Article 560-2 becomes Article 570-2 and references: 560-3 " And: " 560-8 " Are replaced by the references: " 570-3 " And: " 570-8 ".
LII. -Article 560-3 shall become Article 570-3 and the reference: 560-2 " Is replaced by the reference: " 570-2 ".
LIII. -Sections 560-4, 560-5, 560-6 and 560-7 respectively become sections 570-4, 570-5, 570-6 and 570-7.
LIV. -Article 560-8 shall become Article 570-8 and the reference: 560-7 " Is replaced by the reference: " 570-7 ".
Done at Paris, May 15, 2007.
Thierry Breton
