Key Benefits:
Minister of Economy, Finance and Industry,
Vu le monetary and financial codeincluding article L. 621-6;
Having regard to the letters of the President of the Autorité des marchés financiers of 22 August 2011 and 30 August 2011,
Stop it!
The amendment to the general regulation of the Autorité des marchés financiers, the text of which is annexed to this Order, is approved.
This Order and its annex will be issued in the Official Journal of the French Republic.
A N N E X E
I. ― Chapters I to IV of title I of Book III are as follows:
“Chapter I
" Accreditation Procedure,
the activity program and passport
“Section 1
« Portfolio management companies
"Subsection 1
"Agreement and Activity Program
“Paragraph 1
"Living of Accreditation
"Art. 311-1.-The approval of a portfolio management company referred to inArticle L. 532-9 of the Monetary and Financial Code is subject to the filing with the AMF of an application specifying the extent of the licence and a file conforming to the standard file provided for in the AMFArticle R. 532-10 of the Monetary and Financial Code.
"The file includes a program of activity for each of the services that the portfolio management company intends to provide that specifies the conditions under which it plans to provide the services concerned and indicates the type of transactions envisaged and the structure of its organization. This activity program is supplemented, if any, by additional information corresponding to the assets used by the portfolio management company. Upon receipt of this file, the AMF issues a receipt.
"The procedure and terms and conditions of accreditation as well as the content of the activity program are specified in an AMF instruction.
"Art. 311-2.-In order to issue approval to a portfolio management corporation, the AMF, in addition to the elements contained in the record referred to in section 311-1, appreciates the elements set out in Chapter II of this title; the applicant may request any additional information necessary to make its decision. It delimits the scope of the accreditation.
"The AMF shall rule on the application for approval within a maximum period of three months following the filing of the file; As necessary, this period is suspended until the receipt of the additional elements requested.
"Art. 311-3. -The Portfolio Management Company shall inform the AMF, in accordance with the terms and conditions specified in an AMF instruction, of the modifications to the characteristic elements contained in the original accreditation file, including direct or indirect shareholding, management, organization and elements referred to in chapter II, section 2. The AMF shall notify the declarant in writing of the possible consequences of these amendments on the issued approval.
“Paragraph 2
"Accredit withdrawal and radiation
"Art. 311-4.-Hors where the withdrawal is requested by the company, the AMF, when considering withdrawing the approval of a portfolio management company under theArticle L. 532-10 of the Monetary and Financial Codeinforms the company of the reasons for this decision. The company has a period of one month from the date of receipt of this notification to make known its possible observations.
"When the portfolio management company manages an OPCVM in accordance with Directive 2009/65/EC of 13 July 2009 established in another Member State of the European Union, the AMF consults with the competent authorities of the Member State of origin of the OPCVM before proceeding with the withdrawal of the approval of the portfolio management company of the said OPCVM.
"When the AMF is consulted by the competent authorities of the Member State of origin of a portfolio management company that manages a French law OPCVM in accordance with Directive 2009/65/ CE of 13 July 2009, it shall take appropriate measures to safeguard the interests of the holders of shares or shareholders of the CSAOP. These measures may include decisions preventing the Portfolio Management Corporation from carrying out new operations on behalf of the CSAS.
"Art. 311-5.-When the AMF decides to withdraw the approval, its decision is notified to the company by registered letter with a request for notice of receipt. The AMF informs the public of the withdrawal of accreditation by inserting into the newspapers or publications it designates.
"This decision sets out the terms and conditions for delay and implementation of the withdrawal of approval. During this period, the company is placed under the control of an agent, designated by the AMF because of its competence. The agent is held in professional secrecy; if he or she directs a company himself, it cannot directly or indirectly take over the clientele.
"During this period, the company can only perform strictly necessary operations to preserve the interests of customers; it shall inform of the withdrawal of approval of its constituents as well as the depositary(s) and the conservative account content(s) of the portfolios under mandate. In writing, it calls on the managers to request the transfer of their portfolio management to another investment service provider, either to request the liquidation of portfolios or to ensure their own management. With respect to FCPs, the AMF invites its depositary to designate another manager. This designation is subject to the ratification of the monitoring board of each fund.
"Art. 311-6.-When it pronounces radiation under theArticle L. 532-12 of the monetary and financial code, the AMF notify the corporation of its decision under the conditions set out in section 311-5. It informs the public by inserting it into the newspapers or publications it designates.
"Subsection 2
« Passport
"Art. 311-7.-A portfolio management company that wishes to provide investment services in the free provision of services or in the free establishment in a State party to the agreement on the European Economic Area notifies its project to the AMF under the conditions provided for in the 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.
"Art. 311-7-1.-A portfolio management company that wishes to establish and manage an OPCVM in a free and open-ended manner in accordance with Directive 2009/65/EC of 13 July 2009 established in another EU Member State, to notify the AMF of its project under the conditions set out in the European Union Directive 2009/65/EC of 13 July 2009. Articles R. 532-24, R. 532-25, R. 532-28 and R. 532-29 of the monetary and financial code and in accordance with an AMF instruction.
“Section 2
"Invest Services Providers with Portfolio Management Service on behalf of third parties on an incidental basis or Investment Consulting Service
"Subsection 1
" Approval of the Activity Program
"Art. 311-8.-When an investment service provider, other than a portfolio management company, plans to provide the portfolio management service on behalf of third parties, its business program is presented under the conditions described in section 311-1.
"When an investment service provider, other than a portfolio management corporation, plans to provide the investment advisory service, its business program is presented in accordance with the record referred to in theArticle R. 532-1 of the Monetary and Financial Code.
“In application of provisions of articles L. 533-10 and L. 533-10-1 of the monetary and financial code and for the provision of the relevant investment services, the activity programs referred to in this section shall be established in accordance with the provisions of section I of chapter III.
"Art. 311-9.-When the AMF finds that an investment service provider no longer meets the terms and conditions for approval of its activity program or no longer performs management activity, it informs the Authority of prudential control.
"Subsection 2
« Passport
"Art. 311-10.-The information provided for inArticle R. 532-20 of the Monetary and Financial Code includes the elements specified by the instruction referred to in Article 311-7.
“Section 3
"Invest Services Providers not operating the portfolio management service on behalf of third parties or the Investment Consulting Service
"Subsection 1
"FAM observations on the application for approval
"Art. 311-11. -As part of the approval procedure by the prudential control authority and prior to the issuance of the Authority, the AMF shall examine the applicant's file under the conditions set out in theArticle R. 532-4 of the Monetary and Financial Code.
"The AMF ensures that the means provided are adapted to the activities envisaged.
"Subsection 2
« Passport
"Art. 311-12.-The AMF shall examine the draft notification under the conditions provided for in Articles R. 532-20 and R. 532-26 of the Monetary and Financial Code.
“Chapter II
"Terms and Conditions for the Accreditation of Portfolio Management and Taking or Extension of Participation in Capital of a Portfolio Management Corporation
“Section 1
" Conditions of Accreditation
"Art. 312-1. -
"Art. 312-2.-The portfolio management company has its head office in France. It may take any form of society, subject to examination of the compatibility of its statutes with the laws and regulations applicable to it and provided that its accounts are subject to legal control.
"Art. 312-3.-I. ― The minimum amount of the social capital of a portfolio management company is 125,000 euros and must be released in cash at least to that amount.
“II. ― In the course of registration and in the following fiscal years, the Portfolio Management Corporation must be able to justify at any time a level of equity at least equal to the highest of the two amounts mentioned in 1° and 2° below:
"1° 125,000 euros completed in an amount equal to 0.02% of the amount of the assets managed by the portfolio management company exceeding 250 million euros.
"The amount of the required equity does not exceed 10 million euros.
“The assets taken into account for the calculation of the additional equity referred to in the third paragraph are:
“(a) SICAVs that have overall delegated to the portfolio management company the management of their portfolio;
“(b) CPAs managed by the Portfolio Management Corporation, including portfolios delegated to management but excluding portfolios managed by delegation;
"(c) Investment funds managed by the Portfolio Management Corporation, including portfolios delegated to management but excluding portfolios managed by delegation.
"The addition of equity may be made within the limit of 50% of a guarantee given by a credit institution or an insurance company 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 provided that it is subject to prudential rules that the AMF considers to be equivalent to those applicable to credit institutions and companies
« 2° One quarter of the annual general fees for the previous year.
"III. ― During the registration, the amount of the equity is calculated on the basis of forecast data.
"For the following fiscal years, the amount of overhead charges and the total value of the portfolios taken into account for the determination of equity is calculated on the basis of the most recent portfolio management company documents: the annual accounts of the previous year, an intermediate situation attested by the legal account controller or the information sheet referred to in section 313-53-1.
"The elements of the overhead, equity and portfolios of a portfolio management corporation are specified in an AMF instruction.
"Art. 312-4.-Security funds must be placed in assets whose detention ensures at any time the capacity of the portfolio management corporation to meet the minimum amount of equity to which it is subject.
"Art. 312-5.-The Portfolio Management Company provides the identity of its direct or indirect shareholders and the amount of their participation. The AMF appreciates the quality of ownership in terms of the need to ensure sound and prudent management and the proper exercise of its own monitoring mission. It conducts the same review with respect to associates and members of an economic interest group.
"An AMF instruction specifies the direct or indirect capital or control links between the portfolio management company and other natural or legal persons likely to interfere with the AMF's monitoring mission.
"Art. 312-6.-The portfolio management company is effectively headed by at least two people with the necessary honesty and the proper experience of their functions, in order to ensure its sound and prudent management.
"One or more of these two persons must be a social agent authorized to represent the corporation in its relations with third parties.
"The other person may be the president of the board of directors, or a person specially authorized by the collegial social organs or the statutes to direct and determine the direction of the society.
"Art. 312-7.-A portfolio management corporation may, by derogation from section 312-6, be effectively managed only by one person when the following conditions are met:
« 1° The portfolio management company does not manage any UCITS in accordance with Directive 2009/65/EC of 13 July 2009;
« 2° The total amount of outstanding funds managed by the portfolio management company is less than 20 million euros or, if this amount is higher, the management company is only authorized to manage joint venture funds benefiting from a reduced procedure;
« 3° The collegial social organs or the statutes of the portfolio management corporation have designated a person for the purpose of replacing immediately and in all his or her functions the officer who is unable to exercise them;
« 4° The person designated under the 3rd has the necessary honesty and adequate experience with his or her leadership to ensure the sound and prudent management of the portfolio management company. It must have the necessary availability to be able to ensure the replacement of the officer.
“Section 2
« Content of the Activity Program
"Art. 312-8.-The Portfolio Management Corporation has an activity program in accordance with the provisions of Chapter III, with the exception of those set out in subsection 5 of section 1 of that chapter that are not applicable to it.
"As long as it manages at least one UCITS in accordance with Directive 2009/65/EC of 13 July 2009, the Portfolio Management Corporation may not exercise other investment services other than the portfolio management service referred to in the portfolio management service referred to in Article L. 321-1 of the monetary and financial code and the investment advisory service referred to in Article L. 321-1 5 of the same code.
"Art. 312-9.-The Portfolio Management Corporation may hold stakes in companies whose purpose is a continuation of its activities. These participations must be consistent with the provisions that the Portfolio Management Corporation is required to detect and prevent or manage conflicts of interest that may be generated by these participations.
"Art. 312-10.-In case of splitting of a UCITS decided in accordance with the second paragraph of Article L. 214-7-4 or second paragraph of Article L. 214-8-7 of the Monetary and Financial Code, the approval of the management company that manages this UCITS authorizes it to manage the contractual UCITS created during this split and intended to receive assets that would not be in accordance with the interest of the carriers or shareholders of the Scinded UCITS.
“Section 3
« Conditions for taking or extending participation
in the capital of a portfolio management corporation
"Art. 312-11.-Any operation allowing a person acting alone or in concert with others, within the meaning of provisions of Article L. 233-10 of the Commercial Code, to acquire, expand, decrease or cease to hold, directly or indirectly within the meaning of the provisions of Article L. 233-4 of the same code, an interest in a portfolio management corporation must be notified by that or those persons to the AMF, prior to its completion, when one of these two conditions is met:
« 1° The fraction of the voting rights held by that person exceeds or below the tenth, fifth, third or half;
« 2° The portfolio management company becomes, or ceases to be, the subsidiary of that or those persons.
"Art. 312-12.-For the purposes of this chapter, voting rights shall be calculated in accordance with the provisions of I and IV of Article L. 233-7 andArticle L. 233-9 of the Commercial Code. It is not taken into account the voting rights that investment companies or credit institutions hold as a result of the firm taking or the guaranteed placement of financial instruments, within the meaning of 6-1 or 6-2 of theArticle D. 321-1 of the monetary and financial codeprovided that these rights are not exercised or otherwise used to intervene in the management of the issuer and provided that they are transferred within one year of the acquisition.
"Art. 312-13.-Intake or increase of participation transactions are subject to the prior authorization of the Autorité des marchés financiers under the following conditions:
« 1° Within two business days after receipt of the notification and all required documents, the Autorité des marchés financiers acknowledges its receipt in writing to the applicant.
"The AMF has a maximum of sixty working days from the date of the written receipt of the notification to conduct the evaluation of the transaction. The written acknowledgement specifies the expiry date of the assessment period.
« 2° AMF may, during the evaluation period and no later than the fiftieth working day of the evaluation period, request additional information to complete the evaluation. This request is made in writing and specifies the necessary additional information. Within two working days after receiving this additional information, the AMF acknowledges its receipt in writing to the applicant.
"During the period between the date of the AMF's request for information and the receipt of a response from the applicant to that request, the assessment period is suspended. This suspension cannot exceed twenty working days. AMF may make other requests to collect additional information or clarifications, but these requests cannot result in a suspension of the evaluation period.
« 3° The AMF may extend the suspension referred to in the preceding paragraph to thirty working days if the applicant acquires:
“(a) is established outside the European Community or is subject to non-community regulation;
“(b) Or is a person who is not subject to monitoring under European directives 2006/48/ CE, 85/611/EC, 92/49/EC, 2002/83/EC, 2004/39/EC or 2005/68/ CE.
« 4° If the AMF decides, at the end of the evaluation, to oppose the proposed acquisition, it shall notify, in writing, the applicant acquirer within two business days and without exceeding the assessment period, indicating the reasons for that decision. The portfolio management company is also informed.
"At the request of the acquirer candidate, the AMF publishes the reasons for its decision on the site referred to in theArticle R. 532-15-2 of the Monetary and Financial Code.
« 5° If, at the end of the assessment period, the AMF did not object in writing to the proposed acquisition, the acquisition is deemed to be approved.
« 6° AMF may set a maximum time limit for the conclusion of the proposed acquisition and, where appropriate, extend it.
« 7° When the AMF has been seized of several notifications provided for in theArticle L. 532-9-1 of the Monetary and Financial Code in respect of the same portfolio management company, it conducts joint review under conditions ensuring equal treatment between candidates.
"By derogation from the foregoing provisions, transactions between companies directly or indirectly placed by capital bonds shall be brought to the attention of the AMF immediately under the effective control of the same enterprise, unless these transactions have the effect of transferring the effective control power or the detention of all or part of the aforementioned rights to one or more persons not falling within the right of a State Party to the European Economic Area Agreement.
"When, under statutory or statutory provisions, the number or distribution of voting rights is limited to the number or distribution of shares or shares to which they are attached, the percentages provided for in this chapter and section 312-12 are, respectively, calculated and implemented in terms of shares or shares of society.
"Art. 312-14.-The disposal or reduction of participation in a portfolio management corporation referred to in section 312-11 is likely to result in a review of the licence given the need to ensure sound and prudent management.
"Art. 312-15.-The AMF may apply to portfolio management companies the identity of their associates or shareholders who have declared them to hold a fraction of the voting rights less than the twentieth but greater than 0.5% or the corresponding figure fixed by the statutes under theArticle L. 233-7 of the Commercial Code.
“Chapter III
"Organization rules
“Section 1
" Applicable Organization Rules
to all investment service providers
"Subsection 1
“Compliance device
“Paragraph 1
“General provisions
"Art. 313-1.-The investment service provider shall establish and maintain operational policies, procedures and measures to detect any risk of non-compliance with the professional obligations referred to in II of Article L. 621-15 of the Monetary and Financial Code and the risks associated with it and to minimize these risks.
"For the purposes of the previous paragraph, the investment service provider takes into account the nature, importance, complexity and diversity of the investment services it provides and the activities it operates.
"Art. 313-2.-I. ― The investment service provider establishes and maintains an independent and effective compliance function that includes the following:
« 1° Monitoring and, on a regular basis, assessing the adequacy and effectiveness of the policies, procedures and measures put in place pursuant to Article 313-1, and actions undertaken to remedy any failure of the investment service provider and persons concerned to their professional obligations referred to in Article 313-1 II of Article L. 621-15 of the Monetary and Financial Code ;
« 2° To advise and assist interested persons in the investment services to comply with the professional obligations of the investment service provider referred to in II of Article L. 621-15 of the Monetary and Financial Code.
“II. – For the purposes of this book, a data subject is any person who is:
« 1° A manager, member of the board of directors, supervisory board or director, general manager or managing director, any other social agent or related agent referred to in theArticle L. 545-1 of the Monetary and Financial Code the investment service provider;
« 2° A manager, member of the board of directors, supervisory board or director, general manager or executive director, or any other social agent of an investment service provider;
« 3° An employee of the provider or a 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 participates in the provision of investment services or the management of CSAOPs 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 its related agent for the provision of investment services or in accordance with an OPCVM management delegation, in the management of CSAP by the investment service provider.
"Art. 313-3.-In order to allow the compliance function to perform its duties 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 that function and the establishment of any compliance relationship, 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 involved in the compliance function does not compromise and is not likely to compromise their objectivity.
"However, the investment service provider is not required to comply with 3° or 4° if it is able to demonstrate that, given the nature, importance, complexity and diversity of the investment services it provides and the activities it carries out, the obligation imposed by 3° or 4° is excessive and its compliance function continues to be effective.
“Paragraph 2
"Designation and Missions of Compliance Officer
"Art. 313-4.-The conformity officer referred to in 2° of section 313-3 shall hold a professional card issued under the conditions defined in subsection 7 of this section.
"In portfolio management companies, the compliance officer holds a professional card responsible for compliance and internal control.
"In other investment service providers, the compliance officer holds a professional compliance card for investment services.
"The Board of Directors, the Supervisory Board or, if any, the body responsible for monitoring is kept informed by the leaders of the designation of the Compliance Officer.
"An AMF instruction specifies the terms and conditions for the organization of the compliance function.
"Subsection 2
“Responsibilities of Leaders
and monitoring bodies
"Art. 313-5.-For the purposes of this subsection, the supervisory body is the board of directors, the supervisory board or, if not, the supervisory body of the officers referred to in the above-mentioned supervisory bodies. Articles L. 532-2 and L. 532-9 of the Monetary and Financial Code.
"Art. 313-6.-The responsibility to ensure that the investment service provider complies with its professional obligations referred to in II of Article L. 621-15 of the Monetary and Financial Code is the responsibility of its leaders and, where appropriate, its oversight body.
"In particular, the managers and, where appropriate, the supervisory body periodically assess and review the effectiveness of the policies, devices and procedures established by the provider to comply with its professional obligations and take appropriate measures to address any deficiencies.
"For the management activity of OPCVM, the investment services provider ensures that its leaders:
“(a) be responsible for the implementation of the general investment policy, as appropriate, in the prospectus, the settlement of the fund or the statutes of the SICAV, for each MTSO managed by the investment service provider;
“(b) Supervise the adoption of investment strategies for each UCITS it manages;
"(c) is responsible for ensuring that the investment service provider has a permanent and effective compliance verification function, within the meaning of section 313-2, including where that function is performed by a third party;
"(d) Ensure, and regularly verify, that the overall investment policy, investment strategies and risk limits of each managed CSAP are effectively and properly implemented and respected, including where the risk management function is provided by a third party;
“e) Adopt, and then submit to a regular review, adequate internal procedures for the adoption of investment decisions for each managed CSA, in order to ensure compliance with these decisions with the investment strategies adopted;
“(f) Adopt, and then submit to a regular review, the risk management policy, as well as the provisions, procedures and techniques for implementing this policy referred to in Article 313-53-5, including the risk limitation system for each managed CSA.
"Art. 313-7.-The investment service provider shall ensure that its managers receive, in a frequent and at least once a year, reports on compliance, risk control and periodic control, particularly if appropriate measures have been taken in the event of failures.
"The investment service provider also ensures that its monitoring body, if it exists, receives written reports on the same issues on a regular basis.
"For the management activity of OPCVM, these reports reflect the implementation of the investment strategies and internal procedures for the adoption of the investment decisions referred to in Article 313-6 (b to e).
"Subsection 2 bis
“Assessment of knowledge level
of certain persons
"Art. 313-7-1.-I. ― The investment service provider ensures that individuals placed under its authority or acting on behalf of the investment service provider have the appropriate qualifications and expertise as well as an adequate level of knowledge.
“II. ― It verifies that persons who exercise one of the following functions justify the minimum level of knowledge set at 1° of II of Article 313-7-3:
“(a) The seller within the meaning of Article 313-7-2;
“(b) The manager within the meaning of Article 313-7-2;
"(c) The person responsible for the compensation of financial instruments within the meaning of Article 313-7-2;
"(d) The person responsible for the post-market within the meaning of Article 313-7-2;
“e) Persons referred to in section 313-29.
"III. ― The investment service provider does not conduct the audit under the II for persons as of July 1, 2010. Persons who have passed one of the examinations provided for in 3rd of Part II of section 313-7-3 shall be deemed to have the minimum knowledge to exercise their responsibilities.
"IV. ― To conduct the audit referred to in II, the investment service provider has a period of six months from the date on which the employee begins to perform one of the above functions. However, when the employee is employed as part of an alternate training contract for employees Articles L. 6222-1 and L. 6325-1 of the Labour Code, the investment service provider may not conduct the audit. If he or she decides to recruit the employee after his or her training, the investment service provider ensures that he or she has the appropriate qualifications and expertise as well as an adequate level of knowledge referred to in I at the latest at the end of the apprenticeship or professionalization contract.
"The investment service provider ensures that the employee whose minimum knowledge has not yet been verified is properly supervised.
"Art. 313-7-2.-1° performs the function of selling any natural person responsible for informing or advising clients of the investment service provider under the authority or on whose behalf it acts, for transactions on financial instruments;
« 2° performs the function of managing any person authorized to make investment decisions within the framework of an individual management mandate or in the management of one or more collective investment organizations;
« 3° Exercising the function of responsible for the compensation of financial instruments the natural persons representing the compensator vis-à-vis the compensation board for the recording of transactions, the organization and control of risks, and the compensation functions of the financial instruments thereto;
« 4° Performs the post-market responsibility of persons who provide direct responsibility for account-conservation or settlement-delivery activities, or for depositary activities, or for the management of securities or the provision of services to issuers.
"Art. 313-7-3.-I. ― The AMF is a High Certifying Council of Place.
« 1° The High Place Certifying Council shall render advice at the request of the AMF on the certification of professional knowledge of natural persons placed under the authority or acting on behalf of investment service providers and performing one of the functions referred to in Article 313-7-1 II;
« 2° In its opinion, the High Council of Place Certifiers takes into account the possibility of establishing equivalences with similar devices existing abroad.
“II. ― After the advice of the High Council, the AMF:
« 1° Defines the content of the minimum knowledge to be acquired by natural persons under the authority of the investment service provider or acting on behalf of the investment service provider and performing one of the functions referred to in Article 313-7-1 II. It publishes the content of this knowledge;
« 2° Ensure that the content of these minimum knowledge is updated;
« 3° Defines and verifies the modalities of the reviews that validate the acquisition of minimum knowledge;
« 4° Issue a two-year examination certification within three months of the file submission. As necessary, this period is suspended until the additional elements are received. This certification may be renewed by three years.
« 5° The filing of a certification application will result in the payment to the FMA of file fees to which it sets the amount.
"III. ― The High Place Certifying Council is composed of at least seven members:
« 1° A representative of the AMF;
« 2° At least four members designated by the AMF, due to their professional competence, after consultation with the main professional associations representative of investment service providers;
« 3° Two independent personalities, competent in the fields of financial education or vocational training, designated by the AMF.
"The High Certifying Council elects its president among its members.
"The members of the High Council shall be appointed for a term of three years renewable. The AMF publishes the membership list.
"IV. ― The High Place Certifying Council establishes a rules of procedure approved by the AMF.
"V. ― The functions of a member of the High Council are not paid.
"Subsection 3
“Payment of claims
"Art. 313-8.-The investment service provider shall establish and maintain an effective and transparent procedure for the reasonable and timely processing of claims made by non-professional, existing or potential customers, or holders of shares or shareholders of OPCVM and shall record each claim and the measures taken for processing.
"Non-professional customers and shareholders or shareholders of OPCVM can make claims to the investment service provider free of charge.
"The information on the claims processing procedure is made available free of charge to non-professional customers and shareholders of OPCVM.
"The investment service provider shall take measures in accordance with Article 411-38 and establish appropriate procedures and procedures to ensure that it will properly process the claims of non-professional customers and holders of shares or shareholders of OPCVM and that they are not limited in the exercise of their rights when they reside in another Member State of the European Union. These measures allow non-professional customers and shareholders of OPCVM to address a claim in the official language or in one of the official languages of the Member State in which the OPCVM is marketed or the investment service provided.
"The investment service provider shall also establish appropriate procedures and modalities to provide information, at the request of the public or, where the investment service provider manages a UCITS established in another State of the European Union, the competent authorities of the member State of origin of this UCITS.
"Subsection 4
“Personal Transactions
"Art. 313-9.-I. ― For the purposes of this book, "personal transaction" means an operation carried out by a person concerned or on behalf of the person concerned, where at least one of the following conditions is met:
« 1° The person concerned acts outside the scope of his or her functions;
« 2° The operation shall be carried out on behalf of one of the following persons: the person concerned himself, a person with whom he or she has family ties or close ties, a person whose connection with the person concerned is such that the person concerned has a significant direct or indirect interest in the outcome of the operation, other than the payment of fees or commissions for the execution of the transaction.
“II. ― A person with family ties with a person concerned is one of the following persons:
« 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° Children on whom the person concerned exercises parental authority, or habitually or alternating, or whose effective and permanent charge is exercised;
« 3° Any other parent or ally of the data subject resident in his home for at least one year at the date of the personal transaction.
"III. The situation in which a person has close ties with a person concerned is a situation in which these natural or legal persons are related:
« 1° Either by participation, i.e. holding, directly or through a control link, 20% or more of the voting rights or capital of a company;
« 2° Either through control, namely the relationship between a parent company and a subsidiary, in all cases referred to in theArticle L. 233-3 of the Commercial Code or a similar relationship between any natural or legal person and a company, any subsidiary of a subsidiary company being also considered a subsidiary of the parent company that is at their head.
"A situation in which at least two natural or legal persons are permanently linked to one person and the same person by a control relationship is also considered to be a close link between such persons.
"An instruction from the AMF specifies the conditions for the application of this section.
"Art. 313-10.-The investment service provider shall establish and maintain operational arrangements to prohibit any person concerned or person acting on behalf of the investment service provider in activities that may result in a conflict of interest or have access to privileged information referred to in sections 621-1 to 621-3 or other confidential information relating to customers or transactions concluded with or on behalf of clients,
« 1° Realize a personal transaction that meets at least one of the following criteria:
“(a) The transaction is prohibited by the provisions of Book VI;
“(b) The transaction involves improper use 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 referred to in II of Article L. 621-15 of the Monetary and Financial Code ;
« 2° To advise or assist any person, outside the scope of the function of the person concerned, for the execution of a transaction on financial instruments that, if it were a personal transaction of the person concerned, would fall within the 1° above, section 313-27 or the III of section 314-66;
« 3° Without prejudice to the 1st of section 622-1, disclose to any other person, outside the normal framework of his or her employment, information or notice that the person concerned knows, or should reasonably know, that their communication will likely induce that other person to act as follows:
“(a) Carry out a transaction on financial instruments that would, if it were a personal transaction of the person concerned, report 313-27 or article 314-66 III;
“(b) Advisor or assist any person for the execution of this transaction.
"Art. 313-11.-For the purposes of section 313-10, the investment service provider must in particular ensure that:
« 1° All persons referred to in section 313-10 are aware of restrictions on personal transactions and of measures agreed by the investment service provider with respect to personal transactions and disclosure under section 313-10;
« 2° The investment service provider shall be promptly informed of any personal transaction carried out by a data subject mentioned in the first paragraph of Article 313-10, either by notification of any such transaction or by other procedures allowing the provider to identify such transactions;
"When the investment service provider has entered into an outsourcing contract, it ensures that the service provider with whom the task or function has been outsourced retains a record of the personal transactions carried out by any person concerned and is able to provide it without delay, upon request, such information;
« 3° A record of the personal transaction that has been notified to the investment service provider or has been identified is retained. This registration also mentions any authorization or prohibition related to this transaction.
"Art. 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 regarding the transaction between the portfolio manager and the person concerned or another person on behalf of whom the transaction is executed;
« 2° Personal transactions on shares or shares of OPCVM provided that the data subject and any other person on whose behalf the transactions are carried out do not participate in the management of these UCITS.
" are not covered by the preceding paragraph by the CSAS under theArticle L. 214-36 of the monetary and financial codeof Article L. 214-42 of the same code in its earlier draftingOrder No. 2011-915 as of 1 August 2011 and the UCITS under sections L. 214-33 to L. 214-34 of the same code that use the exemption provided for in Article III R. 214-85 of the same code.
"Subsection 5
“Protection of customer assets
"Art. 313-13.-The investment service provider shall comply with the following obligations to safeguard the rights of its customers to their own financial instruments:
« 1° It maintains all the records and accounts necessary to distinguish at any time and without delay the financial instruments held by a specified client from those held by other customers and its own financial instruments;
« 2° It maintains 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 reconciles its internal accounts and records with those of any third party to whom the financial instruments of the clients are held;
« 4° It takes the necessary steps to ensure that all financial instruments of clients held with a third party may be identified separately from financial instruments belonging to the investment service provider through accounts with different wordings on the books of that third party or other equivalent measures ensuring the same degree of protection;
« 5° It puts in place an appropriate organization that minimizes the risk of loss or decrease in the value of the financial instruments of customers or the rights related to these financial instruments, due to abuse or fraud on these financial instruments, poor administration, misrepresentation or negligence.
"Art. 313-14.-When using a third party to hold the financial instruments of its clients, the investment service provider shall act with the full competence, care and diligence required in the selection, designation and periodic review of the third party and the arrangements made by the third party regarding the detention of these financial instruments.
"The investment service provider takes into account the expertise and reputation of the third party concerned in the market, as well as any legal or regulatory or market requirements related to the detention of these financial instruments that adversely affect the rights of customers.
"Art. 313-15.-Where, for the possession of the financial instruments of its customers, the investment service provider shall use a third party located in another State that has specific regulations and monitoring in respect of the possession of financial instruments on behalf of a client, he shall choose that third party from those subject to that specific regulation and supervision and shall act in accordance with the provisions of Article 313-14.
"Art. 313-16.-For the possession of the financial instruments of its customers, the investment service provider may not use a third party in a State not party to the European Economic Area Agreement in which no regulation governs the detention of financial instruments on behalf of another person unless one of the following conditions is met:
« 1° The nature of financial instruments or investment services related 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 detention of financial instruments is ensured on behalf of a professional client, the customer has in writing asked the investment service provider that they are held by a third party in that State not part of the European Economic Area Agreement.
"Art. 313-17.-I. ― The investment service provider may not carry out temporary assignments of securities using the financial instruments that it holds on behalf of a customer or use them in any other way for its own account or the account of another customer of the provider unless the customer has previously given its express consent to the use of the instruments under specific, materialized conditions, in the case of a non-professional client, by its signature or substitution by its signature or
"The use of the financial instruments of this client is limited to the specific conditions to which it has consented.
“II. ― The investment service provider may not carry out temporary assignments of securities using the financial instruments held in its books on behalf of a customer and held on a global account opened in the books of a third party or otherwise use any financial instruments held on that type of account for its own account or the account of another client unless at least one of the following conditions is met:
« 1° Each client whose financial instruments are held on a global account has given consent in accordance with I;
« 2° The investment service provider has established systems and controls to ensure that only financial instruments belonging to customers who have previously given their consent in accordance with I will be used as such.
"The information recorded by the investment service provider must include data on the client whose instructions are at the origin of the use of the financial instruments and the number of financial instruments used by each customer who has given their consent, so as to allow for compensation in the event of loss of financial instruments.
"Art. 313-17-1.-The investment service provider shall ensure that the legal controller of its accounts shall report at least annually to the AMF on the adequacy of the arrangements made by the investment service provider, in accordance with the 6° of Article L. 533-10 of the monetary and financial code and this subsection.
"Subsection 6
« Conflicts of interest
“Paragraph 1
“ Principles
"Art. 313-18.-The investment services provider shall take all reasonable measures to detect situations of conflict of interest arising in the provision of investment services, related services or the management of CSAS:
« 1° Either between himself, the persons concerned or any person directly or indirectly related to the provider by a control relationship, on the one hand, and his clients, on the other;
« 2° Either between two clients.
"Art. 313-19.-In order to detect, pursuant to section 313-18, situations of conflict of interest that may affect the interests of a client, the investment service provider shall at least take into account the possibility that the persons referred to in section 313-18 are in one of the following situations, whether or not the investment service provider results from the provision of investment services or related services
« 1° The provider or person is likely to achieve a financial gain or avoid a financial loss at the expense of the client;
« 2° The provider or person has an interest in the result of a service provided to the client or a transaction made on behalf of the client that is different from the client's interest to the result;
« 3° The provider or person is encouraged, for financial or other reasons, to give preference to the interests of another client or group of clients in relation to the interests of the client to whom the service is provided;
« 4° The provider or person performs the same professional activity as the client;
« 5° The provider or person shall receive or receive from a person other than the client an advantage in relation to the service provided to the client in any form other than the commission or fees normally charged for that service.
“Paragraph 2
" Conflict of Interest Management Policy
"Art. 313-20.-The investment service provider establishes and maintains an effective conflict of interest management policy that must be set in writing and appropriate to its size, organization, nature, importance and complexity.
"When 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 by the provider, which may result in a conflict of interest arising from the structure and professional activities of the other members of the group.
"Art. 313-21.-I. ― In particular, the Conflict of Interest Management Policy established pursuant to Article 313-20 must:
"1° Identify, by mentioning investment services, related services and other activities, the investment service provider, situations that give or are likely to result in a conflict of interest that has a significant risk of reaching the interests of a client or several customers, in connection with the provision of an investment service or related service or the management of a CSAP;
« 2° Define procedures and actions to be taken to manage these conflicts.
“II. ― The procedures and measures mentioned in 2° of I are designed to ensure that the persons involved in the various activities involving a conflict of interest within the meaning of 1° of 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 damage incurred by customers.
"To the extent necessary and appropriate for the investment service provider to ensure the degree of independence required, these procedures and measures are as follows:
« 1° Effective procedures for prohibiting or controlling the exchange of information between persons involved in activities involving a risk of conflict of interest where the exchange of such information may affect the interests of one or more clients;
« 2° Separate supervision of the persons concerned whose main functions are to carry out activities on behalf of certain clients or to provide them with services where the interests of such clients may conflict, or where such persons represent different interests, including those of the provider, that may conflict;
« 3° The deletion of any direct link between the remuneration of the persons concerned who are primarily engaged in a particular activity and the remuneration of other persons who are primarily engaged in another activity, or the income generated by such other persons, where a conflict of interest is likely to occur in relation to these activities;
« 4° Measures to prohibit or limit the exercise by any person of an inappropriate influence on the manner in which a person concerned operates;
« 5° Measures to prohibit or control the simultaneous or consecutive participation of a person in several investment or related services or other activities, where such participation is likely to adversely affect the proper management of conflicts of interest;
« 6° Measures to ensure that a data subject of a portfolio management company can only in that capacity and on behalf of the portfolio management company provide paid advisory services to companies whose securities are held in or whose acquisition is projected, whether the payment of these benefits is due by the corporation concerned or by the managed CSA.
"If the adoption or concrete implementation of one or more of these measures and procedures does not ensure the degree of independence required, the investment service provider must take all the additional or alternative measures and procedures that are necessary and appropriate for this purpose.
"Art. 313-22.-The investment service provider shall maintain and regularly update a register containing the types of investment or related services, or other activities, carried out by or on behalf of the investment service provider for which a conflict of interest involving a significant risk of impairment to the interests of one or more of its customers has occurred or, in the case of a service or activity in progress, is likely to occur.
“Paragraph 3
"Customer Information
"Art. 313-23.-I. ― Information provided to customers under the 3 of Article L. 533-10 of the Monetary and Financial Code is provided on a sustainable medium.
"It is sufficiently detailed, given the characteristics of the client so that the client can make an informed decision.
“II. ― For the management activity of OPCVM, where the organizational or administrative arrangements made by the investment service provider to manage conflicts of interest are not sufficient to ensure, with reasonable certainty, that the risk of infringing on the interests of the UCITS or its shareholders will be avoided, the executives or the competent internal body of the investment service provider are informed in the best possible way
"The shareholders or shareholders of the CSACO are informed on a sustainable basis of the reasons for the decision of the investment service provider.
"Art. 313-24.-When an investment agency or investment fund managed by the investment service provider or a related company is purchased or subscribed on behalf of a managed portfolio, the mandate or prospectus of the CSAP must provide for this possibility.
“Paragraph 4
" Provisions applicable to financial analysis
"Art. 313-25.-When it is broadcast by an investment service provider, an investment recommendation within the meaning of 1 of Article R. 621-30-1 of the Monetary and Financial Code, below referred to as "General Investment Recommendation" is:
« 1° Either a financial analysis or investment research when it is in compliance with theArticle L. 544-1 of the Monetary and Financial Code hereinafter referred to as "financial analysis", subject to the provisions of articles 313-26 and 313-27;
« 2° Either, in the other cases, a communication of a promotional nature subject to the provisions of Article 313-28.
"Art. 313-26.-I. ― The investment service provider that produces or organizes the production of financial analysis within the meaning of section 313-25, intended for or likely to be subsequently distributed to its own customers or to the public, under its own responsibility or that of a member of its group, shall ensure the application of the provisions of section 313-21 to the financial analysts involved in the production of this analysis and to the persons concerned whose responsibilities or interests are intended to enter
“II. ― The provisions of I do not apply to an investment service provider that 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 the investment service provider;
« 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 produced by itself;
« 4° The investment service provider verifies that the financial analyst is subject to obligations equivalent to the requirements set out in I in relation to the production of this analysis, or that it has put in place a policy incorporating these obligations.
"Art. 313-27.-The investment services provider referred to in I of Article 313-26 shall adopt measures to ensure that:
« 1° Financial analysts and other interested persons refrain from performing, other than as a market content acting in good faith and in the context of normal market holding operations or in response to an unsolicited customer order, 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:
“(a) They are aware of the likely date of release of this financial analysis or its content;
“(b) This knowledge is not accessible to the public or to customers and cannot be easily deducted from the information available;
"Financial analysts and other interested persons refrain from acting as long as the recipients of the financial analysis did not have 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 interested persons involved in the production of financial analysis do not carry out personal transactions on the financial instruments on which the analysis is conducted, or on any other related financial instrument, which would go against recommendations in force issued by these persons, except in exceptional circumstances and with the prior agreement 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 benefits from persons with significant interests in the purpose 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 emitters a favourable coverage in their analysis;
« 5° Where a financial analysis project contains a recommendation or a price objective, neither the issuers, nor the persons concerned other than the financial analysts, nor any other person, are authorized to review this project prior to its dissemination in order to verify the accuracy of the factual data contained in the analysis work or any other purpose that would not be the verification of compliance with the professional obligations of the investment service provider referred to in to in the analysis work. II of Article L. 621-15 of the Monetary and Financial Code.
"For the purposes of this Article, "linked financial instrument" means any financial instrument whose price is closely dependent on the price fluctuations of another instrument that is the subject of financial analysis, including derivatives that have the underlying financial instrument.
"Art. 313-28. -The general investment recommendation referred to in section 313-25 is subject to the legislative and regulatory provisions 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 developed in accordance with the regulatory provisions to promote the independence of financial analysis and that the investment service provider is not subject to the prohibition of transactions on the instrument concerned prior to the release of the communication.
"In the case of oral communication, it is accompanied by a similar warning.
"Subsection 7
“Professional cards
“Paragraph 1
“General provisions
"Art. 313-29.- Must have a professional card issued by the AMF or the investment service provider pursuant to sections 313-38 and 313-45, the following persons:
« 1° Within an investment services provider other than a portfolio management company:
“(a) The negotiator of financial instruments;
“(b) Compensator of financial instruments;
"(c) The Compliance Officer for Investment Services;
"(d) Financial analyst;
« 2° Within a portfolio management company: the person responsible for compliance and internal control.
"Art. 313-30.-Exercees the function of a negotiator of financial instruments any natural person who is entitled to engage the person under the responsibility or on whose behalf it acts in a transaction on behalf of or on behalf of third parties dealing with a financial instrument.
"Performs the financial instrument countervailing function of any natural person authorized to hire a member of a compensation board against it.
"This is the function of compliance officer for investment services the person referred to in section 313-4.
"Exercising the responsibility for conformity and internal control of persons referred to in section 313-70.
"Performs the function of financial analyst any natural person whose mission is to produce general investment recommendations referred to in the second paragraph of section 313-25.
"Art. 313-31.-A natural person may exercise, as a test or as a temporary measure, one of the functions referred to in section 313-29 without being a 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 duties of negotiator, compensator and financial analyst, requires the prior agreement of the compliance officer for the investment services.
"The function of compliance officer for investment services or compliance and internal control authorities may only be exercised as a trial or as a temporary measure only with the prior agreement of the AMF.
"Art. 313-32. -The issuance of a professional card requires the candidate's prior registration of an accreditation file, as the case may be, to the investment service provider delivering the card or the AMF.
"The accreditation file includes the elements specified in an AMF instruction.
"Art. 313-33.-The registration file is retained, as the case may be, by the investment service provider delivering the card or the AMF for a period of ten years after the termination of the duties resulting in the issuance of the professional card.
"Art. 313-34.-When the actual exercise of the activity requiring a professional card temporarily ceases, this interruption does not result in the withdrawal of the card.
"The termination of the exercise of the activity that justified the issuance of the card is considered to be final when its duration exceeds twelve months, unless exceptionally appreciated by the AMF.
"Art. 313-35. -The termination of the performance of the functions that justified the issuance of a professional card entails the withdrawal of the card. This withdrawal is made, as the case may be, by the provider issuing the card or by the AMF.
"When the professional card was issued by the AMF, the investment service provider on whose behalf the holder acts shall inform the AMF upon the final termination of the activity referred to in the preceding paragraph.
"Art. 313-36.-When an investment service provider has been led to a disciplinary action with respect to a person holding a professional card, due to breaches of his or her professional obligations, he shall inform the AMF within one month.
"Art. 313-37.-The AMF holds a register of professional cards.
"For this purpose, it is kept informed, within one month, by the person issuing or removing the professional card mentioned in a, b and d of the 1st of section 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 the persons referred to in 1° and 2° of 313-29.
"The information on the register of professional cards is kept for ten years after the withdrawal of the professional card.
“Paragraph 2
"Professional cards issued by the AMF
"Art. 313-38.-The AMF shall issue the professional card as the person responsible for compliance and internal control and the person responsible for compliance for the investment services to the holder of these functions. To this end, it organizes a professional examination under the conditions mentioned in articles 313-42 to 313-44.
"However, when the investment service provider entrusts the responsibility for compliance with one of its managers, the investment service provider is the holder of the corresponding professional card. The examination referred to in the first preambular paragraph is exempted.
"Art. 313-39.-To issue the professional card, the AMF ensures:
« 1° The suitability of the individual concerned, his knowledge of professional obligations and his ability to perform the duties of conformity officer;
« 2° That, pursuant to Article 313-7-1 II, the provider has controlled, by an internal audit device or by a review under Article 313-7-3, 3° II, that the data subject has the minimum knowledge referred to in Article 313-7-3, 1° II;
« 3° That the investment service provider comply with the provisions of Article 313-3.
"Art. 313-40.-The AMF may exempt from examination a person who has performed similar functions in another investment service provider with an equivalent activity and organization, provided that the person has already successfully passed this review and that the investment service provider intending to entrust this function has already successfully submitted a candidate for examination.
"Art. 313-41.-When an investment service provider requires the award of a professional compliance card for the benefit of several persons, the AMF ensures that the number of holders of these cards is consistent with the nature and risks of the activities of the investment service provider, its size and organization.
"The investment service provider defines precisely in writing the responsibilities of each professional card holder.
"Art. 313-42.-The examination consists of an interview with a jury of the candidate for the award of the professional card, presented by the investment service provider for which 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 organizes at least two examination sessions per year, stops the composition of the jury, the dates of the examinations and the amount of the registration fee. This information is made available to investment service providers.
"Registration fees are recovered by the AMF from investment service providers who present candidates.
"Art. 313-43.-The jury referred to in the first paragraph of Article 313-42 is composed of:
« 1° A compliance officer, President;
« 2° A person charged with an operational service at an investment service provider;
« 3° A member of the AMF's services.
"If a candidate believes that a jury member is in conflict of interest with him, he may ask the AMF to be heard by another jury.
"Art. 313-44.-The jury proposes to the AMF the issuance of the professional card if it considers that the conditions mentioned in section 313-39 are satisfied.
"However, if the jury considers that the candidate has the qualities required to perform the function of conformity officer, but that the investment service provider does not provide him with appropriate autonomy or does not make available the appropriate means, he may propose to subordinate the issuance of the professional card provided that the investment service provider regulates this situation and informs the AMF of the measures taken to that effect.
"When it is considered to outsource the performance of the duties of conformity officer for investment services or compliance and internal control, the jury's opinion may be sought.
“Paragraph 3
“Professional cards issued
by investment service providers
"Art. 313-45.-The cards mentioned in a, b and d of the 1st of Article 313-29 are issued by the investment service providers under the authority or on whose behalf the holders of professional cards act.
"Art. 313-46.-Before one of the business cards mentioned in section 313-45 is issued, the compliance officer for the investment services shall ensure that the candidate is entitled to the required fee; it also ensures that it has complied with the procedure established by the investment service provider and is intended to verify that it has become aware of its professional obligations and that it meets the conditions set out in section 313-7-1.
"It may obtain from the AMF, upon request addressed by registered letter with a request for notice of receipt, or handover against receipt, the AMF's sanctions statement against the person in the previous five years.
"Art. 313-47.-The investment service provider shall inform the AMF of the issuance of the professional card referred to in a, b and d of the 1st of Article 313-29 within one month.
"The AMF may request that this investment service provider communicate the accreditation file.
"Every person to whom a professional card is issued is personally notified of it.
"Subsection 8
“Registrations and data retention
"Art. 313-48.-I. 1° The portfolio management company takes the necessary steps to develop appropriate electronic systems, allowing the timely and correct recording of information relating to each portfolio transaction referred to in II.
« 2° It ensures that electronic data processing is conducted safely and, as appropriate, ensures the integrity and confidentiality of recorded information.
“II. ― It ensures that, for each portfolio transaction related to the CSAS, a recording of sufficient information to allow the reconstruction of the details of the order and operation carried out is carried out without delay.
"The registration referred to in the previous paragraph includes:
“(a) The name or designation of the CSAOP and the person acting on behalf of the CSAOP;
“(b) The details necessary to identify the OPCVM for which it is concerned;
"(c) The volume;
"(d) The type of order or operation;
“e) The price;
“(f) For orders, the date and the exact time of transmission of the order and the name or designation of the person to whom the order was transmitted or, for the transactions, the date and the exact time of the decision to negotiate and the execution of the transaction;
“(g) The name of the person transmitting the order or performing the operation;
“(h) If applicable, the reasons for cancellation of the order;
“(i) For operations performed, the identification of counterparty and place of execution within the meaning of section 314-69.
"III. 1° The Portfolio Management Company ensures that the entity to whom is entrusted the centralization of the orders of subscription and redemption on shares or shares of OPCVM under theArticle L. 214-13 of the Monetary and Financial Code be able to quickly and correctly record all information relating to the orders of subscription and redemption referred to in Article 411-65 II.
« 2° The Portfolio Management Corporation ensures that the electronic data processing referred to in the preceding paragraph is conducted safely and, as appropriate, ensures the integrity and confidentiality of recorded information.
"Art. 313-49.-The investment service provider retains the records referred to in Article L. 533-8 and 5 of Article L. 533-10 of the Monetary and Financial Code for at least five years.
"The agreements that set the respective rights and obligations of the investment service provider and a customer under a service delivery contract, or the conditions that the investment service provider applies for the provision of services to the customer, are retained at least for the duration of the relationship with the customer.
"In the event of the withdrawal of the approval of the investment service provider, the AMF may require that the investment service provider ensure the retention of all relevant records until the five-year period in the first paragraph is due.
"The AMF may, in exceptional circumstances, require the investment service provider to retain all or part of these records over a longer period of time, within the limits justified by the nature of the instrument or transaction, if it is essential to perform its control functions.
"When the management of the CSAP is provided by a new investment service provider, it must have access to the registrations for the past five years.
"Art. 313-50.-Records are kept on a medium that allows the storage of information in such a way that they can be consulted by the AMF in a form and in a manner that meets the following conditions:
« 1° The AMF must be able to access it easily and reconstitute each key step in the processing of all transactions;
« 2° It must be possible to easily verify the contents of any correction or other modification, or the status of records prior to such corrections or modifications;
« 3° It should not be possible to manipulate or alter recordings in any way.
"Art. 313-51.-The investment service provider shall, under conditions consistent with the laws and regulations, organize the recording of telephone conversations:
« 1° negotiators of financial instruments;
« 2° Persons concerned who, without being negotiators, participate in the trade relationship with the policy-makers, where the compliance officer considers it necessary because of the importance of the amounts or risks of the order in question.
"However, the investment service provider may issue specific authorization to negotiators who may make a transaction on a financial instrument outside the usual schedule or location of the services to which they are attached. It establishes a procedure defining the terms and conditions of these interventions, so that they are assured with the required security.
"Art. 313-52.-The registration of a telephone conversation is intended to facilitate the control of the regularity of the transactions performed and their compliance with the instructions of the order donors.
"The hearing of a conversation under section 313-51 may be performed by the person responsible for compliance. If the person responsible does not proceed to the hearing himself, the person may intervene only with the agreement or agreement of a person designated by him.
"The persons referred to in section 313-51 whose telephone conversations are likely to be recorded are informed of the conditions under which they can listen to the records in question.
"The shelf life of telephone records required by these Regulations is at least six months. It cannot be more than five years.
"Art. 313-53. -In the conditions referred to in Article 313-50, the investment service provider shall ensure that information relating to the controls and evaluations referred to in Article 313-2 I is retained.
"Subsection 9
"Annual Fact Sheet
"Art. 313-53-1. - Within four and a half months of the year's closing, the Portfolio Management Corporation and the third-party portfolio management service provider shall forward to the AMF the information on the information sheet, the content of which is specified by an AMF instruction.
"Subsection 10
“ Third-party risk management
"Art. 313-53-2.-The provisions of this subsection apply to portfolio management companies and investment service providers that provide the investment service referred to in the 4 of Article L. 321-1 of the monetary and financial code.
"Art. 313-53-3.-For the purposes of this subsection, it is defined as:
"– "risk of counterparty" the risk of loss for the CSA or the individual portfolio resulting from the fact that the counterparty to a transaction or contract may fail to its obligations before the transaction has been finalized in the form of a financial flow;
"– "risk of liquidity" the risk that a position in the portfolio cannot be disposed of, liquidated or fenced for a limited cost and within a short period of time, thereby jeopardizing the ability of the CSAC to comply at any time at any time with the provisions of articles L. 214-7, paragraph 3, and L. 214-8 of the monetary and financial code, or the ability of the investment service provider to liquidate positions in an individual portfolio in conditions consistent with the contractual obligations resulting from the management mandate.
"– "market risk" the risk of loss for the CSAO or the individual portfolio resulting from a fluctuation in the market value of its portfolio positions due to a change in market variables such as interest rates, exchange rates, stock and raw materials prices, or a change in the credit quality of a issuer;
"– "operational risk" the risk of loss for the CSAO or the individual portfolio resulting from the inadequacy of internal processes and deficiencies related to the persons and systems of the portfolio management company, or resulting from external events, including legal risk and the risk of documentation, as well as the risk resulting from the negotiation, settlement and evaluation procedures applied on behalf of the CSA or individual portfolio;
" ― " board of directors" the board of directors, the board or any equivalent organ of the investment service provider.
“Paragraph 1
"Risk Management Policy and Risk Measurement
“Subparagraph 1
“Permanent Risk Management Function
"Art. 313-53-4.-I. ― The investment service provider establishes and maintains a permanent risk management function.
“II. ― The ongoing risk management function referred to in I is independent, at the hierarchical and functional level, of operational units.
"However, the investment service provider may deviate from this obligation when this exemption is appropriate and proportionate to the nature, scale of diversity and complexity of its activities and of the UCITS or its individual portfolios.
"The investment service provider must be able to demonstrate that appropriate protection measures have been taken against conflicts of interest in order to allow the independent exercise of risk management activities, and that its risk management method meets the requirements of theArticle L. 533-10-1 of the Monetary and Financial Code.
"III. ― The ongoing risk management function is responsible for:
“(a) Implement risk management policy and procedures;
“(b) Ensure compliance with the risk limitation system of the UCITS or individual portfolios, including limits on overall risk and the risk of counterparty of the UCITS referred to in sections 411-71-1 to 411-83;
"(c) Advise the Board of Directors on the definition of the risk profile of each UCITS or managed individual portfolio;
"(d) Regularly report to the Board of Directors and the monitoring function if it exists on the following points:
“(i) Coherence between current risk levels incurred by each individual managed UCITS or portfolio and the risk profile identified for this UCITS or portfolio;
“ii) Compliance by each UCITS or managed individual portfolio of relevant risk limitation systems;
“(iii) The adequacy and effectiveness of the risk management method, including whether appropriate corrective actions were taken in the event of a failure;
“e) Regularly report to leaders on the current level of risk that each UCITS and individual portfolio managed and any effective or predictable overtaking of the limits they are subject to, so that prompt and appropriate measures can be taken;
“(f) Review and strengthen, where appropriate, the instruments and procedures for the evaluation of voluntary negotiated financial contracts referred to in section 411-84.
"When appropriate given the nature, scale and complexity of its activities and individual portfolios that it manages, the investment services provider may apply the obligations of c, d and e by type or individual portfolio profile managed.
"IV. ― The permanent risk management function shall have the necessary authority and access to all relevant information necessary to carry out the tasks listed in the III.
"An instruction from the AMF specifies the conditions for the application of this section.
“Subparagraph 2
"Risk Management Policy
"Art. 313-53-5.-I. ― The investment services provider establishes, implements and maintains an appropriate and documented risk management policy that determines the risks to which the CSAS or individual portfolios it manages are exposed or may be exposed.
“II. ― The risk management policy includes all the procedures necessary to allow the investment services provider to assess, for each individual CSA or individual portfolio it manages, the exposure of this CSA or portfolio to market, liquidity and counterpart risks, as well as the exposure of the CSA or individual portfolios to any other individual risk, including operational risk, that may be significant to the CSA or portfolios.
"III. – The risk management policy must focus at least on:
“(a) The techniques, tools and provisions that enable them to comply with the obligations set out in articles 313-53-7,411-72 and 411-73;
“(b) Allocation of risk management responsibilities within the investment service provider.
"IV. ― The investment services provider shall ensure that the risk management policy referred to in I specifies the terms, content and frequency of reports submitted by the risk management function referred to in section 313-53-4 to the board of directors and officers and, where appropriate, to the oversight function.
"V. ― For the purposes of the obligations under this section, the investment service provider shall consider the nature, scale and complexity of its activities, and the individual MTSOs or portfolios it manages.
"An instruction from the AMF specifies the conditions for the application of this section.
“Subparagraph 3
« Evaluation, monitoring and review of the policy
risk management
"Art. 313-53-6.-The investment service provider periodically assesses, controls and reviews:
“(a) The adequacy and effectiveness of risk management policy and procedures, procedures and techniques referred to in Articles 313-53-7,411-72 and 411-73;
“(b) The extent to which the investment service provider and the persons concerned comply with the risk management policy and the provisions, procedures and techniques referred to in Articles 313-53-7,411-72 and 411-73;
"(c) The adequacy and effectiveness of the measures taken to remedy possible deficiencies in the operation of the risk management or disability procedure at the level of these devices and procedures, including any failure of the persons concerned to the requirements of these devices or procedures.
"An instruction from the AMF specifies the conditions for the application of this section.
“Paragraph 2
“Risk Management Procedures, Exposure
at risk of counterparty and concentration of emitters
"Art. 313-53-7.-I. ― The investment service provider adopts appropriate and effective provisions, procedures and techniques to:
“(a) To measure and manage at any time the risks to which the MTSPs and individual portfolios it manages are exposed or likely to be exposed;
“(b) To ensure that the limits applicable to UCITS for overall risk and counterparty are met in accordance with sections 411-72 and 411-73 and sections 411-82 to 411-83.
"These provisions, procedures and techniques are proportionate to the nature, scale and complexity of the activities of the investment service provider and the individual portfolios it manages, and are consistent with the risk profile of the UCITS and managed individual portfolios.
“II. ― For the purposes of I, the investment service provider shall take the following measures for each individual OPCVM or portfolio that it manages:
“(a) It implements provisions, procedures and risk measurement techniques to ensure that the risks of the positions taken and their contribution to the overall risk profile are reliably measured on the basis of robust and credible data and that the provisions, procedures and techniques for risk measurement are properly documented;
“(b) It periodically conducts a posteriori checks, where applicable, to assess the validity of the risk measurement provisions that include model-based forecasts and estimates;
"(c) It performs, where appropriate, periodic crisis simulations and periodic scenario analyses to take into account the risks resulting from possible changes in market conditions that may have a negative impact on individual managed UCITS or portfolios;
"(d) It establishes, implements and maintains operational a documented system of internal limits on the management and control measures to which each individual CSA or individual portfolio is exposed, taking into account all the risks identified in section 313-53-3, which are likely to be significant to the CSA or individual portfolio, and ensuring compliance with the risk profile of the CSA or individual portfolios is respected;
“e) It ensures that, for each UCITS or individual portfolio, the current level of risk is consistent with the risk limit system referred to in d;
“(f) It establishes, implements and maintains operational procedures that, in the event of actual or planned non-compliance of the CSA or individual portfolio risk limits system, result in rapid corrective measures, which best serve the interests of shareholders or shareholders or principals.
"III. ― The investment services provider uses an appropriate liquidity risk management procedure for all individual MTSOs and portfolios it manages.
"In particular, this procedure allows it to ensure that all the UCITS that it manages can comply at any time with the obligation provided for in the Articles L. 214-7, paragraph 3, and L. 214-8 of the monetary and financial code or the ability of the investment service provider to liquidate positions in an individual portfolio in conditions consistent with the contractual obligations resulting from the management mandate.
"If applicable, it conducts crisis simulations that allow it to assess the liquidity risk to which the UCITS are exposed in exceptional circumstances.
"IV. ― The investment services provider ensures that, for each MTSP it manages, the liquidity profile of the MTSO's investments is consistent with the reimbursement policy in the regulations, regulations or prospectus.
"V. ― The investment service provider ensures that the CSAP is able at any time to meet all the payment and delivery obligations it has undertaken in the context of the conclusion of financial contracts.
"VI. ― The risk management procedure ensures that the investment service provider meets the obligations mentioned in the V at any time.
"An instruction from the AMF specifies the conditions for the application of this section.
“Section 2
"Relevant Additional Organization Rules
portfolio management companies
"Subsection 1
“General Organizational Requirements
"Art. 313-54.-I. ― The portfolio management company uses continuously, material, financial and human resources, adapted and sufficient.
“II. ― It establishes and maintains operational decision-making procedures and an organizational structure specifying in a clear and documented form the hierarchical lines and the division of functions and responsibilities under the conditions specified by an AMF instruction.
"III. It ensures that the persons concerned are well aware of the procedures that must be followed for the proper exercise of their responsibilities.
"IV. – Establishing and maintaining appropriate internal control mechanisms, designed to ensure compliance with decisions and procedures at all levels of the portfolio management company.
"V. ― It employs staff with the qualifications, knowledge and expertise required to exercise the responsibilities entrusted to it.
"VI. ― It establishes and maintains an effective system of reporting and reporting at all relevant levels.
« VII. – It records adequately and orderly the details of its activities and its internal organization.
« VIII. It ensures that the assignment of multiple functions to the persons concerned does not prevent them or is not likely to prevent them from performing properly, honestly and professionally in any of these functions.
« IX. ― For the purposes of the I to VIII above, the Portfolio Management Corporation duly takes into account the nature, importance, complexity and diversity of the services it provides and the activities it carries out.
"Art. 313-55. -The Portfolio Management Company shall establish and maintain operational systems and procedures to safeguard the security, integrity and confidentiality of information in an appropriate manner in view of the nature of the information concerned.
"Art. 313-56. -The portfolio management company establishes and maintains operational business continuity plans to ensure, in the event of interruption of its systems and procedures, the safeguarding of its essential data and functions and the continuation of its business or management services of OPCVM or, in the event of impossibility, in order to allow the timely recovery of these data and functions and the timely recovery of its activities.
"Art. 313-57. -The Portfolio Management Company shall establish and maintain operational accounting policies and procedures that enable it to provide, at the request of the AMF, financial information that provides a faithful and sincere image of its financial situation and that conforms to all existing accounting standards and rules.
"Art. 313-58. -The portfolio management company regularly monitors and evaluates the adequacy and effectiveness of systems, internal control mechanisms and other devices introduced under sections 313-54 to 313-57 and takes appropriate measures to address any deficiencies.
"Art. 313-59.-The annual accounts of the portfolio management company are certified by a legal account controller. The Portfolio Management Corporation shall, within six months of the year's closing, provide a copy of the balance sheet, the result account and its annexes, the annual management report and its annexes, and the general and special reports of the legal controller. Where applicable, the company produces consolidated accounts.
"Art. 313-59-1.-For the management activity of OPCVM, the portfolio management company:
« 1° Ensure the use of the accounting policies and procedures referred to in section 313-57 to ensure the protection of holders of shares or shareholders of the CSAS;
« 2° Implement appropriate procedures to ensure the correct and accurate assessment of the assets and liabilities of the CSAP, in accordance with the provisions of Article L. 214-17-1 of the Monetary and Financial Code ;
« 3° Ensure compliance with sections 411-24 to 411-33.
"Subsection 2
“Risk management
"Art. 313-60. - As part of its risk management policy referred to in section 313-53-5, the Portfolio Management Corporation establishes, implements and maintains an effective, appropriate and documented risk management policy and procedures that identify the risks associated with its activities, processes and systems and, where appropriate, determine the level to be tolerated by it.
"Subsection 3
"Transmission of information on financial contracts
"Art. 313-61. - For each OPCVM it manages, the Portfolio Management Company transmits to the AMF and updates at least once a year and under the conditions provided by an AMF instruction information giving a true picture of the types of financial contracts, the underlying risks, the quantitative limits and the methods chosen to estimate the risks associated with transactions on financial contracts.
"The AMF can monitor the regularity and completeness of this information and ask for explanations about it.
"Subsection 4
« Periodic inspection
"Art. 313-62.- Where appropriate and proportionate in view of the nature, importance, complexity and diversity of its activities, the Portfolio Management Corporation shall establish and maintain a separate and independent periodic review function of its other functions and activities, with the following responsibilities:
"1° Establish and maintain an operational monitoring program to review and evaluate the adequacy and effectiveness of systems, internal control mechanisms and portfolio management systems;
« 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 review issues in accordance with Article 313-7.
"Subsection 5
"The organization of compliance functions
and internal oversight
“Paragraph 1
“The elements of the compliance device
and internal oversight
"Art. 313-63.-In accordance with the provisions of subsection 1 of section 1 and subsections 1.2 and 3 of section 2 of this chapter, the compliance and internal control system shall have a permanent control described in section 313-64, a periodic inspection described in section 313-62 and the advisory and assistance missions referred to in 2° of Article 313-2.
"Art. 313-64.-The permanent control shall consist of the conformity control device referred to in 1° of Article 313-2, the control device referred to in Article 313-58 and the risk control device provided for in Articles 313-53-2 to 313-53-7.
"Art. 313-65.-First level controls are handled by persons performing operational functions.
"Permanent control ensures, in the form of second-level controls, the proper execution of first-level controls.
"Permanent control is exercised exclusively, subject to the provisions of Article 313-69, by persons dedicated to it.
“Paragraph 2
"Conformity Officers
and internal oversight
"Art. 313-66.-The person responsible for conformity and internal control shall be responsible for the conformity function referred to in Article 313-2, the permanent control referred to in Article 313-64 and the periodic inspection referred to in Article 313-62.
"Art. 313-67.-Where the Portfolio Management Corporation establishes a separate and independent periodic inspection function pursuant to section 313-62, that function is assigned to a person responsible for the periodic control different from the person responsible for the compliance and permanent control function.
"Art. 313-68. -The Portfolio Management Corporation may entrust the responsibility for permanent control, excluding compliance, and the responsibility for compliance with two different individuals.
"Art. 313-69.-When the officer is responsible for compliance, he is also responsible for periodic inspection and non-compliance monitoring.
"Art. 313-70.-They hold the professional card:
« 1° The official mentioned in article 313-66;
« 2° The person responsible for compliance and permanent control referred to in Article 313-67;
« 3° The person responsible for the non-conformity permanent control referred to in section 313-68 and the person responsible for compliance, referred to in the article, where both functions are distinct.
"Can be holders of the professional card, if presented by the portfolio management company under review, employees of the portfolio management company or employees of another entity of its group or under the same central body.
"The AMF ensures that the number of card holders is consistent with the nature and risks of the portfolio management company's activities, size and organization.
"The person responsible for the periodic inspection referred to in section 313-67 shall not hold the professional card.
"Art. 313-71. -The Portfolio Management Company shall establish a procedure for all of its employees and natural persons acting on its behalf to inform the person responsible for the conformity and internal control of their interrogations on dysfunctions found in the effective implementation of compliance obligations.
"Subsection 6
“Outsourcing
"Art. 313-72.-When the Portfolio Management Corporation entrusts to a third party the execution of essential or important operational tasks or functions for the provision of a service or the exercise of activities, it shall take reasonable steps to avoid an undue increase in operational risk.
"Externalization of essential or important operational tasks or functions must not be done in a manner that significantly affects the quality of internal control and prevents the FMA from controlling that the portfolio management company is in compliance with all its obligations.
"Any outsourcing of such a magnitude that the portfolio management company would be transformed into a mailbox must be considered to be in breach of the terms and conditions that the portfolio management company is required to obtain and maintain its approval.
"Art. 313-73.-Externalization consists of any agreement, whatever its form, between the portfolio management company and a service provider under which the service provider supports a process, service or activity that would otherwise have been within the purview of the portfolio management company itself.
"Art. 313-74.-I. ― An operational task or function is considered essential or important when an anomaly or failure in its exercise is likely to seriously affect either the ability of the portfolio management corporation to comply permanently with the conditions and obligations of its approval or its professional obligations referred to in the II of Article L. 621-15 of the Monetary and Financial Codeeither to its financial performance or to the continuity of its activities. In particular, this subsection applies in the event of the outsourcing of an investment service.
“II. - Without prejudice to the assessment of any other task or function, the following tasks or functions are not considered essential or important tasks or functions:
« 1° Provision for the benefit of the consulting and other services portfolio management corporation that is not part of the investment services, including the provision of legal advice, personnel training, billing services and the security of the premises and personnel of the portfolio management company;
« 2° The purchase of standard services, including services providing market information or data flows on prices.
"Art. 313-75.-I. ― The portfolio management company that outsources an operational task or function remains fully responsible for meeting all its professional obligations referred to in II of Article L. 621-15 of the Monetary and Financial Code in particular:
« 1° Externalization does not entail any delegation of the responsibility of the leaders;
« 2° Externalization does not alter the relationships of the portfolio management company with its clients or its obligations to them;
« 3° Externalization does not alter the conditions or commitments to which its approval was subordinate.
“II. ― The Portfolio Management Company shall act with all the skill, care and diligence required when it enters, applies or terminates a contract for the outsourcing of an essential or important task or operational function.
"In particular, the Portfolio Management Corporation is required to take all measures to ensure that the following conditions are met:
« 1° The service provider has the capacity, quality and potential enabling capacity to perform tasks or functions that are outsourced in a reliable and professional manner;
« 2° The service provider provides outsourcing services effectively. To this end, the portfolio management company defines methods for assessing the level of performance of the service provider;
« 3° The service provider adequately monitors the performance of outsourced tasks or functions and adequately manages the risks arising from outsourcing;
« 4° The Portfolio Management Corporation shall take appropriate measures if it appears that the Service Provider may not perform its duties or functions effectively or in accordance with the professional obligations referred to in the II of Article L. 621-15 of the Monetary and Financial Code which are applicable to them;
« 5° The portfolio management company retains the expertise necessary to effectively control outsourced tasks or functions and manages the risks arising from outsourcing, and manages these tasks and risks;
« 6° The service provider shall inform the portfolio management company of any event that may have a significant impact on its ability to perform the tasks or functions that are outsourced effectively and in accordance with the professional obligations referred to in II of Article L. 621-15 of the Monetary and Financial Code which are applicable to them;
« 7° The terms and conditions for termination of the contract of outsourcing at the initiative of any of the parties must ensure continuity and quality of the activities performed;
« 8° The service provider cooperates with the AMF on all externalized tasks or functions;
« 9° The Portfolio Management Corporation, the Account Control Officers and the relevant authorities have effective access to data on outsourced tasks or functions and to professional premises of the Service Provider;
« 10° The service provider ensures the protection of confidential information relating to the portfolio management company or its clients;
« 11° The Portfolio Management Corporation and the Service Provider establish, implement and maintain an emergency plan for the recovery of the post-disaster activity and provide for regular control of the backup capacity, in all cases where it appears necessary in view of the nature of the task or the outsourced function.
"III. – The respective rights and obligations of the portfolio management company and service provider are clearly defined in a contract.
"IV. ― To define the terms and conditions for the application of this section, where the Portfolio Management Corporation and the Service Provider belong to the same group or fall under the same central authority, the Portfolio Management Corporation may take into account the extent to which it controls the Service Provider or may influence its actions.
"V. ― The Portfolio Management Corporation shall, at the request of the AMF, provide all necessary information to enable it to verify that the outsourced tasks or functions are performed in accordance with the requirements of this book.
"Art. 313-76.-I. ― When the portfolio management company outsources to a service provider located in a State not part of the European Economic Area the management of a non-professional client's portfolio, it ensures that the following conditions are met:
« 1° The service provider is registered or registered in its 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 exists.
“II. ― With respect to the management of a non-professional client's portfolio, if one or both of the conditions mentioned in I are not met, the portfolio management company cannot outsource the portfolio management service by entrusting it to a service provider located in a non-Party State in the European Economic Area only after having notified the contract of outsourcing to the AMF.
"In the absence of observations by the AMF within three months of notification, the outsourcing envisaged by the portfolio management company may be implemented.
"Subsection 7
"Delegation of Management of CSAS
"Art. 313-77.-When the Portfolio Management Corporation delegates the management of a UCITS, it must meet the following conditions:
« 1° It must promptly inform the AMF of the existence of the delegation. When the Portfolio Management Company manages an OPCVM established in another Member State of the European Union, the AMF shall promptly transmit the information to the competent authorities of the Member State of origin of the said UCITS;
« 2° The delegation should not interfere with the proper monitoring exercise by the AMF of the delegating portfolio management company and, in particular, it does not prevent the portfolio management company from acting, or the CSAO from being managed, to the best of the interests of the shareholders or shareholders of the CSAOP;
« 3° Financial management can only be delegated to a person authorized to manage CPOs by a public authority or having received delegation from a public authority; the delegation must comply with the criteria for the distribution of investments established periodically by the delegant portfolio management company;
« 4° Financial management cannot be delegated to a person established in a State that is not a party to the European Economic Area Agreement only when the cooperation between the AMF and the supervisory authorities of that State is assured;
« 5° The delegation should not be susceptible to conflict of interest;
« 6° The portfolio management company has put in place measures enabling its managers to effectively and at any time control the activity of the delegate;
« 7° The management delegation does not preclude the managers of the portfolio management company from giving at any time additional instructions to the delegate or from cancelling the delegation contract with immediate effect when it comes to the interest of the holders of shares or shareholders of the CSAP;
« 8° The delegate must be qualified and capable of performing delegated functions;
« 9° The CSAO prospectus must list the functions for which the AMF has allowed the Portfolio Management Corporation to delegate management in accordance with this section.
"The fact that the Portfolio Management Corporation has delegated functions to third parties does not have an impact on the responsibility of the Management Corporation or the Depositary.
"She does not delegate her functions to such a degree that she would become a society with letters.
"The portfolio management company retains the resources and expertise necessary to effectively control the activities carried out by third parties under an agreement with them, in particular with respect to the risk management of the agreement.
“Chapter IV
“Rules of good conduct
“Section 1
“General provisions
"Art. 314-1.-The provisions of this chapter apply to the investment and related services provided as well as to the management of OPC by the authorized 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 or the OPCs they manage in that State.
“In application of Articles L. 532-18-2 and L. 532-20-1 of the Monetary and Financial Code, these provisions also apply to investment services and related services provided in France as well as to the management of French law UCITS in accordance with Directive 2009/65/EC of 13 July 2009 by branches established in France by registered investment service providers in other States parties to the agreement on the European Economic Area.
"The investment service provider ensures that it is reminded of the persons concerned that they are held in professional secrecy under the conditions and penalties prescribed by law.
"For the purposes of this chapter, the term "customer" means existing customers and potential customers, which includes, in the relevant cases, CPOs or their shareholders.
"Subsection 1
“Approving codes of conduct
"Art. 314-2.-When a professional association develops a code of conduct intended to apply to investment services or to the management of UCITS, the AMF ensures that its provisions are compatible with those of these Regulations.
"The professional association may ask the AMF to approve all or part of this code as professional rules.
"When, after the advice of the Association française des établissements de crédit et des entreprises d'invest, the AMF considers it appropriate to apply all or part of the provisions of the code in question to all investment service providers, it makes this decision known by publishing it on its website.
"Subsection 2
"Primity of customer interest
and Market Integrity Compliance
"Art. 314-3.-The investment service provider acts in an honest, fair and professional manner, with the necessary skill, care and diligence, in order to best serve the interests of customers and to promote the integrity of the market. In particular, it respects all the rules governing the functioning of regulated markets and multilateral trading systems on which it operates.
"Art. 314-3-1.-For the management activity of OPCVM, the investment service provider:
« 1° Must ensure that holders of shares or shareholders of the same UCITS are treated fairly;
« 2° refrain from placing the interests of a group of shareholders or shareholders above those of another group of shareholders or shareholders;
« 3° Implement appropriate policies and procedures to prevent any misuse that can reasonably be assumed would affect market stability and integrity;
« 4° Guarantees the use of fair, correct and transparent pricing and evaluation systems models for the UCITS that it manages to meet its obligation to act in the best interests of shareholders or shareholders. It must be able to demonstrate that the OPCVM portfolios have been accurately evaluated;
« 5° Acts so as to prevent undue costs to UCITS and their shareholders;
« 6° Ensures that the selection and continuous monitoring of investments are carried out with great diligence and in the interest of the UCITS and market integrity;
« 7° Adequate knowledge and understanding of the assets in which UCITS are invested;
« 8° Develop written policies and procedures on the diligence and implementation of effective mechanisms to ensure that the investment decisions taken on behalf of the UCITS are implemented in accordance with the objectives, investment strategy and risk limits of these UCITS;
« 9° When implementing its risk management policy, and where appropriate, taking into account the nature of the investment contemplated, it develops forecasts and conducts analyses of the contribution of the investment to the composition, liquidity and risk and compensation profile of the CSA's portfolio before making the investment. These analyses should be performed only on the basis of reliable and up-to-date information, both quantitative and qualitative.
"Art. 314-3-2.-The investment service provider shall demonstrate the full competence, prudence and diligence required when it enters, manages and terminates agreements with third parties relating to the exercise of risk management activities, under the conditions specified by an AMF instruction. Before entering into such agreements, the investment service provider shall take the necessary steps to ensure that the third party has the skills and capabilities to carry out risk management activities reliably, professionally and effectively.
"The investment service provider establishes methods to continuously assess the quality of the services provided by the third party.
“Section 2
“Categorization of eligible customers and counterparties
"Art. 314-4.-I. ― The investment service provider establishes and implements appropriate and written policies and procedures to classify its customers in categories of non-professional customers, professional customers or eligible counterparties.
“II. ― The investment service provider informs its customers of their categorization as a non-professional client, professional client or eligible counterpart.
"He also informs them in case of category change.
"He informs his clients on a sustainable basis of their right to request a different categorization and the consequences of their degree of protection.
"III. ― It is the responsibility of the professional client or the eligible counterpart to inform the investment service provider of any change that may alter its categorization.
"IV. ― An investment service provider who finds that a professional client or an eligible counterpart no longer meets the conditions that would be categorized as such takes the appropriate measures.
"V. ― It is the responsibility of the professional client by nature or the eligible counterpart to request to be placed in a category that provides greater protection if it considers that it is not able to properly assess or manage the risks to which it is required to expose.
"Art. 314-4-1.-When entering into a relationship, the investment service provider collects the relevant information relating to the identity and legal capacity of any new client under the conditions specified by an AMF instruction.
"Subsection 1
"Non-professional customers on option
"Art. 314-5.-The professional client may request the investment service provider to recognize the non-professional client status, either in general or for financial instruments, investment services or specified transactions.
"If the provider accesses this request, a paper-based agreement or other sustainable support determines the relevant financial instruments, investment services and transactions.
"Subsection 2
“Professional customers on option
"Art. 314-6.-The non-professional client may waive part of the protection offered by the rules of conduct referred to in this chapter.
"Invest service provider may, in this case, treat this non-professional client as a professional client provided that it meets the following criteria and procedure. However, non-professional customers should not be presumed to have market knowledge and experience comparable to those of customers referred to in subsection 1 of this section.
"This reduction in the protection granted by the rules of good conduct is deemed to be valid only on the condition that an adequate assessment, by the provider of investment services, the competence, experience and knowledge of the client, provides reasonable assurance, in the light of the nature of the transactions or services contemplated, that the client is able to make its investment decisions and understand the risks involved.
"The proficiency criteria applied to directors and managers of registered companies based on financial directives can be considered as one of the means to assess the competence and knowledge of the client. In the case of a small business not meeting the criteria of 2 of Article D. 533-11 of the Monetary and Financial Code, the assessment must refer to the authorized person to conduct transactions on behalf of the authorized person.
"In this evaluation, at least two of the following criteria must be met:
« 1° The holding of a portfolio of financial instruments worth more than 500,000 euros;
« 2° The conduct 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 knowledge of investment in financial instruments.
"An instruction from the AMF specifies the conditions for the application of this section.
"Art. 314-7.-Customers referred to in Article 314-6 may waive the protection granted by the rules of conduct only in 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 or for a specified investment service or transaction, or for a type of transactions or products;
« 2° The investment service provider clearly and in writing specifies the protections and compensation rights that the client may deprive himself of;
« 3° The client states in writing, in a separate document of the contract, that he is aware of the consequences of his waiver of the aforementioned protections.
"Before deciding to accept this waiver, the investment service provider is required to take any reasonable steps to ensure that the customer who wishes to be treated as a professional customer meets the criteria set out in 314-6.
"Subsection 3
" Eligible counterparties
"Art. 314-8.-An eligible counterpart referred to inArticle L. 533-20 of the Monetary and Financial Code may request the investment service provider to recognize the status of a professional client or non-professional client, either in general or for financial instruments, investment services or specified transactions.
"If the provider accesses this request, it treats the eligible counterpart, as the case may be, as a professional client or a non-professional client.
"Art. 314-9.-When an entity referred to in Article 314-8 requests that it be recognized as a client, but without expressly requesting the status of a non-professional client, and that the investment service provider access this request, the provider treats the said entity as a professional client.
"However, when the said entity expressly requests non-professional client status and the investment service provider accesses this request, the provider treats the said entity as a non-professional client.
“Section 3
"Customer information
"Subsection 1
« Characteristics
“Paragraph 1
« Clear and not misleading information
"Art. 314-10.-The investment service provider ensures that all information, including promotional, that it addresses customers, meets the conditions set out in the I of Article L. 533-12 of the Monetary and Financial Code.
"The provider also ensures that all information, including promotional, is directed to non-professional clients or likely to reach such recipients, meets the conditions set out in sections 314-11 to 314-17.
"Art. 314-11.-Information includes the name of the investment service provider.
"It is accurate and in particular refrains from emphasizing the potential benefits of an investment service or a financial instrument without also indicating, correctly and in a very apparent way, the associated potential risks.
"It is sufficient and presented in a way that is understandable by an average investor of the category to which it addresses or to which it is likely to reach.
"It does not track, minimize, or handle certain important elements, statements or warnings.
"Art. 314-12.-When 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 sources of information used for this comparison are specified;
« 3° The main facts and assumptions used for comparison are mentioned.
"Art. 314-13.-When 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 provided;
« 2° The information must provide appropriate data on past performance over the past five years or throughout the period since the financial instrument, financial index or 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 shall be based on a total of twelve months;
« 3° The reference period and the source of the data shall be clearly indicated;
« 4° The information shows a good indication that the figures cited relate to the past years and that past performance is not a reliable indicator of future performance;
« 5° When the indication is based on figures expressed in a currency that is not that of the Member State in which the non-professional client resides, it makes clear what currency it is and mentions that any gains to the customer may be increased or reduced according to exchange rate fluctuations;
« 6° When the indication relates to gross performance, it specifies the effect of commissions, royalties or other charges.
"Art. 314-14.-When the information contains or refers to simulations of past performance, it must refer 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 indices that are similar or underlying to the financial instrument concerned;
« 2° With regard to the actual past performance mentioned in the 1st of this article, the conditions listed in the 1st to 3rd, 5th and 6th of Article 314-13 shall be satisfied;
« 3° The information shows in good place a warning that the figures refer to past performance simulations and that past performance does not prejudge future performance.
"Art. 314-15.-When the information contains data on future performance, 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° When information is based on gross performance, the effect of commissions, royalties or other fees is specified;
« 4° In good place, a statement indicates that past performance does not prejudge future performance.
"Art. 314-16.-When the information refers to a particular tax treatment, it clearly indicates that the tax treatment depends on the individual situation of each client and that it is likely to be amended later.
"Art. 314-17.-The information does not use the name of any competent authority in a manner that may indicate or suggest that such authority approves or endorses the products or services of the investment service provider.
“Paragraph 2
" Content and timing of information communication
"Art. 314-18.- Appropriate information is provided to customers in a comprehensible form on:
« 1° The investment service provider and its services;
« 2° The proposed financial instruments and investment strategies, which should include appropriate guidance and warnings on the risks associated with investment in these instruments or certain investment strategies;
« 3° If applicable, the execution systems;
« 4° The costs and costs related.
"The purpose of this information is to reasonably allow customers to understand the nature of the investment service and the specific type of financial instrument proposed and the risks associated with it and, therefore, to make informed investment decisions. This information may be provided in a standardized form.
"Art. 314-19.-The information specific to an OPCVM in accordance with Directive 2009/65/EC of 13 July 2009 contained in its key information document for the investor is deemed to comply with the provisions of Articles 314-33,314-34,314-37 and 314-42.
"Also deficient in the presumption referred to in the preceding paragraph the information specific to a UCITS approved by the AMF, with the exception of those mentioned in Articles L. 214-28, L. 214-30, L. 214-31, L. 214-39 and ofarticle L. 214-42 the monetary and financial code in its drafting prior to 1 August 2011, which is contained in its key information document for the investor and provided that this information meets the same requirements as set out in Directive 2009/65/EC of 13 July 2009.
"Art. 314-20.-The investment services provider shall provide the following information to non-professional customers in a timely manner, either before they are bound by an investment services or related services contract, or before such services are provided if the benefit is not the subject of a contract or precedes 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.
"Art. 314-21.-For non-professional customers, the information referred to in sections 314-34,314-40 to 314-42 is provided in a timely manner and prior to the service delivery.
"Art. 314-22.-For professional customers, the information referred to in 4° and 5° of Article 314-39 is provided in a timely manner and prior to the delivery of the services concerned.
"Art. 314-23.-For a non-professional client, the information required under section 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 started to provide the service, under the following conditions:
« 1° The investment service provider was not able to comply with the deadlines set out in sections 314-20 and 314-21 because at the customer's request the contract was entered into using a remote means of communication that does not allow the provider to provide information in accordance with these items;
« 2° The investment service provider applies 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.
"Art. 314-24.-The investment service provider shall inform the customer in due course of any substantial changes to the information to be provided under subsections 3 and 4 that have an impact on a service it provides to the customer.
"This notification must be made on a sustainable basis if the information concerned is to be provided on such a medium.
"Art. 314-25.-The information referred to in Articles 314-20 to 314-23 is provided on a sustainable basis under the conditions laid down in Article 314-26 or broadcast on a website under the conditions laid down in Article 314-27.
“Paragraph 3
"Information Communication Support
"Art. 314-26.-Sustainable support is any instrument that allows a customer to store information that is addressed to him personally in a way that allows him to easily refer to it in the future during a period of time adapted for the purpose to which the information is intended and that allows the reproduction of the information stored.
“Sustainable support may take a form other than paper form provided that:
« 1° The provision of information on this support 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 must be provided, after the choice has been made between the provision of paper information or that other durable medium, formally opts for the provision of information on that other medium.
"Art. 314-27.-Where, pursuant to sections 314-20 to 314-25,314-29,314-31 to 314-42 and 314-72, the investment service provider provides information to a customer via a website and that this information is not addressed to the customer personally, 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 receive electronic notification of the address of the website and the place on the website where he may have access to this information;
« 4° Information must be up to date;
« 5° The information must be continuously accessible on the website during the period of time that is reasonably necessary for the client to review it.
"Art. 314-28. -The provision of information by means of electronic communications is considered to be appropriate to the context in which the business between the investment service provider and the customer is conducted if it is proven that the customer has regular Internet access. The provision by the client of an e-mail address for the conduct of these cases is proof of this regular access.
"Subsection 2
“Promotional communications
"Art. 314-29.-The information contained in a promotional communication is compatible with all the information that the investment service provider provides to its customers as part of its investment services and related services delivery activity.
"Art. 314-30.-The AMF may require investment service providers to communicate to it, prior to publication, distribution, delivery or distribution, promotional communications relating to the investment services they provide and the financial instruments they offer.
"It can modify the presentation or content to ensure that this information is correct, clear and not misleading.
"Art. 314-31.-When a promotional communication contains an offer or invitation of the following type and specifies the method of reply or includes a form to be used for any response, it includes all the information referred to in subsections 3 and 4 that appear relevant to this offer or invitation:
« 1° Offering the conclusion of a contract or transaction concerning a financial instrument, investment service or related service to any person who responds to the promotional communication;
« 2° Invites any person who responds to the promotional communication to enter into a contract for a financial instrument, investment service or related service.
"However, the first paragraph does not apply where, in order to respond to the offer or invitation contained in the promotional communication, the potential non-professional client must refer to one or more other documents that, alone or in combination, contain this information.
"Subsection 3
« Information about the provider, services
Financial instruments
“Paragraph 1
“Common provisions
"Art. 314-32.-The investment service provider must provide the following general information to the non-professional client in the relevant cases:
« 1° The social reason and address of the investment service provider as well as the details necessary to enable the customer to communicate effectively with the provider;
« 2° Languages in which the customer can communicate with the investment service provider and receive documents and other information from the customer;
« 3° The communication modes to be used between the investment service provider and the customer, including, where appropriate, for the sending and receipt of orders;
« 4° A declaration that the investment service provider is approved as well as the name and address of the competent authority that issued such approval;
« 5° When the investment service provider acts through a related agent, a statement in that sense specifying the member state in which that agent is registered;
« 6° The nature, frequency and dates of service performance reports to be provided by the investment service provider;
« 7° In the event that the investment service provider has financial instruments or client species, a brief description of how it is doing to ensure their protection, including an overview of the relevant investor compensation and deposit guarantee devices that apply to the provider as a result of its activities;
« 8° A general description, possibly provided in summary form, of the policy followed by the investment service provider in conflict of interest, in accordance with sections 313-20 and 313-21;
« 9° As soon as a customer requests, additional information on this conflict of interest policy on a sustainable basis or on a website under the conditions of section 314-27.
"Art. 314-33.-The investment services provider provides the client with a general description of the nature and risks of financial instruments, taking into account, inter alia, its categorization as a non-professional client or a professional client.
"This description sets out the specific features of the particular type of instrument concerned, as well as the risks that are specific to it in a sufficiently detailed manner so that the customer can make informed investment decisions.
"Art. 314-34. -The risk description must include, where appropriate, the specific type of instrument concerned, the status and level of knowledge of the client, the following:
« 1° Risks associated with such financial instruments, including an explanation of the impact of the potential leverage effect and the risk of total investment loss;
« 2° The volatility of the price of these instruments and the possible narrow character of the market where they can be negotiated;
« 3° The fact that due to transactions on these instruments an investor may have to assume, in addition to the cost of acquiring instruments, financial commitments and other obligations, including any debts;
« 4° Any requirement for coverage or margin deposit or similar obligation applicable to the type of instruments in question.
"Art. 314-35.-When the investment service provider provides a non-professional client 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 Directive 2003/71/EC, the investment service provider informs the customer of the terms and conditions under which this prospectus is made available to the public.
"Art. 314-36.-When the risks associated with a financial instrument consisting 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 components of the instrument and how their interaction increases the risks.
"Art. 314-37.-In the case of financial instruments incorporating a warranty provided by a third party, the warranty information must include sufficient information on the guarantor and the guarantee to ensure that the non-professional client is able to properly assess this guarantee.
"Art. 314-38.-The investment service provider informs its client of the nature of the guarantees offered by the compensation room.
“Paragraph 2
“Special provisions for detention
financial instruments on behalf of clients
"Art. 314-39.-The investment service provider that holds financial instruments shall communicate to its client the following information in the relevant cases:
« 1° The investment service provider informs the non-professional client that the financial instruments owned by the customer may be held by a third party on behalf of the provider and the liability that the investment service provider assumes for any action or omission of that third party, or its potential insolvency and consequences for that client;
« 2° Where the non-professional client's financial instruments may, if the applicable law authorizes it, be held on a global account by a third party, the investment service provider shall inform the client of the disclosure by placing a warning on the risks resulting from it;
« 3° Where the applicable law does not allow for the identification of separately the financial instruments of a non-professional client held by a third party of the own financial instruments of that third party or of the investment service provider, the latter shall inform the customer of the financial instruments by indicating a warning of the risks resulting therefrom;
« 4° The investment service provider shall inform the client of cases in which accounts containing financial instruments belonging to the client are subject, or shall be, to a right other than that of a State Party to the European Economic Area Agreement, and shall specify to what extent the rights of the client related 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 financial instruments of the customer or of any right of compensation that it has on these instruments.
"If necessary, it shall inform the customer that a third party may have an interest or a right of compensation on such instruments;
« 6° The investment service provider who proposes to make temporary transfers of securities using financial instruments that it holds on behalf of a non-professional client or to otherwise use these financial instruments on its own behalf or on behalf of another customer must first provide the non-professional client, in a timely manner prior to their use and on a sustainable basis, clear, complete and accurate information on the obligations and responsibilities of the provider of these instruments
“Paragraph 3
"Special provisions for portfolio management service
"Art. 314-40.-The investment service provider that provides the portfolio management service establishes an appropriate method of assessing and comparing the service provided to allow the customer to whom the service is provided to assess the performance of the investment service provider.
"This method may include establishing the relevant reference value that takes into account the client's investment objectives and the types of financial instruments that incorporate its portfolio.
"Art. 314-41.-When the customer is non-professional, the investment service provider shall, in addition to the information required in section 314-32, provide the following information in the relevant cases:
« 1° Information on the method and frequency of evaluating the financial instruments of the client's portfolio;
« 2° 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 client's portfolio performance will be compared;
« 4° Types of financial instruments that can be included in the client's portfolio as well as types of transactions that can be performed 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 or her discretion and any particular constraints associated with it.
"Subsection 4
« Information on fees
"Art. 314-42.-The investment service provider shall provide non-professional customers with information on costs and related costs, including, where appropriate, the following information:
« 1° The total price to be paid by the customer in relation to the financial instrument or investment service or related service, including all related fees, commissions, charges and expenses, as well as all taxes payable through the investment service provider or, if the exact price cannot be indicated, the basis for calculating the total price so that the customer can verify it;
"The commissions charged by the investment service provider must be disaggregated separately in each case;
« 2° Where any part of the total price mentioned in the 1st must be paid or is expressed in a currency other than the euro, the currency in question and the applicable exchange rates and fees must be indicated;
« 3° The mention of the possible existence of other costs for the client, including taxes, in relation to transactions related to the financial instrument or investment service, which are not paid through or imposed by the investment service provider;
« 4° Payment methods or other possible formalities.
“Section 4
« Assessment of the adequacy
and the appropriate nature of the service to be provided
"Subsection 1
« Assessment of the adequacy of management services
portfolio and investment advice
"Art. 314-43.-In application of 5 of Article D. 321-1 of the Monetary and Financial Code, a recommendation is customized when addressed to a person because of its quality as a potential investor or investor, or its quality as a representative of a potential investor or investor.
"This recommendation must be submitted as appropriate to that person, or based on a review of the individual's specific situation, and must recommend that an operation be carried out under the following categories:
« 1° The purchase, sale, subscription, exchange, repayment, detention or firm taking of a particular financial instrument;
« 2° The exercise or non-execution of the right conferred by a particular financial instrument to purchase, sell, subscribe, exchange or repay a financial instrument.
"A recommendation is not considered personalized if it is broadcast exclusively by distribution channels or intended for the public.
"Art. 314-44.-In application of I of Article L. 533-13 of the Monetary and Financial Code, the investment service provider obtains from the customer all information that allows the customer to have sufficient knowledge of the essential facts about the service and to consider, taking into account the nature and extent of the service provided, that the transaction that he intends to recommend or the portfolio management service that he intends to provide met the following criteria:
« 1° The service meets the customer's investment objectives;
« 2° The client is financially able to face any risk associated with the recommended transaction or the portfolio management service provided and consistent with its investment objectives;
« 3° The customer has the experience and knowledge necessary to understand the risks associated with the recommended transaction or the provided portfolio management service.
"Art. 314-45.-When the investment service provider provides the investment consulting service to a professional client, it may assume that the customer is financially able to face any investment risk that corresponds to the investment objectives of that client.
"Art. 314-46.-Information relating to the financial situation of the client must include information, to the extent that it is relevant, on the source and importance of its regular income, assets, including liquids, investments and real property, as well as its regular financial commitments.
"Art. 314-47.-The information on the client's investment objectives must include information, to the extent that they are relevant, on the time the client wishes to retain the investment, its risk preferences, its risk profile, and the purpose of the investment.
"Subsection 2
« Assessment of the appropriate nature of other services
and related services
"Art. 314-48. -
"Art. 314-49.-In order to conduct the evaluation referred to in II of Article L. 533-13 of the Monetary and Financial Code, the investment service provider checks whether the customer has the level of experience and knowledge required to understand the risks inherent in the financial instrument or the proposed or requested investment service.
"Art. 314-50.-The warning referred to in II of Article L. 533-13 of the Monetary and Financial Code may be transmitted in a standardized form.
"Subsection 3
" Provisions common to the assessment of the adequacy
and the appropriate nature
"Art. 314-51.-The information referred to in sub-sections 1 and 2 of this section regarding the knowledge and experience of a client in respect of investment includes the following information, to the extent that it is appropriate to the nature of the client, the nature and extent of the service to be provided and the type of financial instrument or transaction envisaged, as well as the complexity and inherent risks of the service:
« 1° Types of services, transactions and financial instruments that are familiar to the client;
« 2° The nature, volume and frequency of transactions on financial instruments carried out by the client, as well as the period during which such transactions took place;
« 3° The level of knowledge and the profession or, if relevant, the professional experience of the client.
"Art. 314-52.-The investment service provider does not encourage the customer to not provide the information referred to in subsections 1 and 2 of this section.
"Art. 314-53.-The investment service provider is empowered to rely on the information provided by its customers, unless it knows, or is in a position to know, that it is clearly outdated, erroneous or incomplete.
"Art. 314-54.-When the investment service provider provides an investment service to a professional client, it is based on the assumption that, with respect to the instruments, transactions and services for which it is categorized as such, the customer has the experience and knowledge necessary to understand the risks inherent in these instruments, transactions or services.
"Subsection 4
“Specific provisions
to the simple enforcement service of orders
"Art. 314-55.-The provisions of subsections 1 to 3 of this section are not applicable to the simple enforcement service of the orders referred to in III of Article L. 533-13 of the Monetary and Financial Code.
"For the application of 3rd of Article L. 533-13 of the Monetary and Financial Code, the investment service provider clearly informs the customer that, when providing the simple enforcement service of orders, it is not required to assess whether the financial instrument or service is adapted to the customer and therefore the customer does not benefit from the corresponding protection of the rules of good conduct.
"This warning can be transmitted in a standardized form.
"Art. 314-56.-For the application of 2° of Article L. 533-13 of the Monetary and Financial Code, a service may be considered to be provided to the customer's initiative even if the customer applies for it as a result of any communication containing a promotion or offer relating to financial instruments, made by any means and which, by its very nature, has a general character and is addressed to the public or to a broader group or category of customers.
"A service cannot be considered to be provided to the customer's initiative when the customer applies for it as a result of a personalized communication that was transmitted to him by the investment service provider or on his behalf and invites him or her to invite him or her to take an interest in a particular financial instrument or transaction.
"Art. 314-57.-I. ― For application 1° of Article L. 533-13 of the Monetary and Financial Codethe following financial instruments are non-complex financial instruments:
« 1° The actions allowed to negotiate on a regulated market of a State Party to the Agreement on the European Economic Area or on an equivalent market of a third country;
« 2° Monetary market instruments;
« 3° Obligations and other receivables, with the exception of obligations and other receivables that have a derivative instrument;
« 4° CSA shares or shares in accordance with Directive 2009/65/EC of 13 July 2009.
“II. ― For application 1° of Article L. 533-13 of the Monetary and Financial Codea financial instrument is also deemed non-complex if it meets the following conditions:
« 1° He's not:
“(a) A financial instrument mentioned in theArticle L. 211-1 of the monetary and financial code where it gives the right to acquire or sell another financial instrument or gives rise to a cash regulation, set by reference to financial instruments, currency, interest rate or return, raw materials or other indices or measures;
“(b) A financial contract within the meaning of III of Article L. 211-1 of the Monetary and Financial Code ;
« 2° There are frequent occasions to cede, repay or realize this instrument, at prices that are available to the public and are either market prices, or prices made available, or validated, by evaluation systems independent of the issuer;
« 3° It does not involve for the client 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 about the opportunity to make a transaction on this instrument.
“Section 5
“Conventions concluded with customers
"Art. 314-58.-The provisions of subsections 1 to 3 of this section apply to agreements between the investment service provider and non-professional customers.
"Subsection 1
"Common provisions for all services
other than the Investment Board
"Art. 314-59.-Any provision of investment services other than the investment board provided to a non-professional client is subject to a paper-based agreement or other sustainable support.
"The convention contains the following indications:
« 1° The identity of the person(s) with whom the agreement is established:
“(a) When it is a legal person, the terms and conditions of information of the provider on the name of the person or persons authorized to act on behalf of that legal person; in addition, where applicable, the quality of qualified investor, in the sense of Articles 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, his or her 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 any, the identity of the person or persons authorized to act on behalf of the said natural person;
« 2° The nature of the services provided as well as the categories of financial instruments on which the services are carried;
« 3° The pricing of services provided by the investment service provider and the method of remuneration of the investment service provider;
« 4° The validity of the convention;
« 5° The confidentiality obligations to the investment service provider in accordance with the laws and regulations in force relating to professional secrecy.
"Subsection 2
“Relevant provisions
Portfolio Management Service
"Art. 314-60.-The management mandate mentions at least:
« 1° Management objectives;
« 2° The categories of financial instruments that the portfolio can contain. Unless otherwise agreed, authorized instruments are:
“(a) The financial instruments negotiated on a regulated market or on a regulated market in the regular operation of a State or a member of the European Community or a party to the agreement on the European Economic Area provided that this market does not appear on a list of excluded markets established by the AMF;
“(b) The UCITS complying with Directive 2009/65/ CE/EC of 13 July 2009 and the French law OPCVMs open to all subscribers;
"(c) Financial contracts negotiated on a market listed by ministerial order;
« 3° The terms and conditions of information of the manager on the management of his portfolio;
« 4° The duration, the modalities for the renewal and termination of the mandate;
« 5° Where applicable, where the principal is not a qualified investor, the ability to participate in transactions or to subscribe or acquire financial instruments reserved for qualified investors.
"When the mandate authorizes transactions relating to financial instruments other than those mentioned in the 2nd or leveraged effect, including transactions carried out on financial contracts, the special and express agreement of the principal must be given, which clearly indicates the authorized instruments, the terms and conditions of these transactions and the information of the principal;
« 6° Where applicable, the indication that variable compensation is acquired from the first euro of performance when the management commission includes a variable share related to the overperformance of the managed portfolio against the management objective.
"An AMF instruction specifies the application of these provisions.
"Art. 314-61.-The contract may be terminated at any time by the principal or agent. The denunciation is made by registered letter with a request for a notice of receipt.
"The denunciation of the sponsor's initiative takes effect upon receipt of the letter recommended by the agent who ceases to be authorized to initiate new operations.
"The denunciation by the agent takes effect five days of negotiation after receipt of the letter recommended by the principal.
"At the latest of the termination date, the agent sets out a portfolio statement and sets out a management record showing the management results from the last statement of the portfolio; it provides all useful clarifications to the terminator on the nature of open positions.
"Subsection 3
" Provisions applicable to services other than services
Portfolio Management and Investment Board
“Paragraph 1
"Specific provisions for the reception service
and order transmission
"Art. 314-62.-When it deals with the reception and order service on behalf of third parties, the agreement specifies:
« 1° The characteristics of 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 required to be executed;
« 2° The mode of transmission of orders;
« 3° The terms and conditions of information of the order donor in cases where the transmission of the order could not be completed;
« 4° The establishment in charge of taking the customer's account if the account content is not the provider providing the order reception and transmission service.
"When the investment service provider acts as a commissioner, the agreement also provides the content and terms of the information of the client after the order is executed, as provided for in section 314-64. The time limit set in the agreement to send information following the execution of the order cannot exceed twenty-four hours after the supplier responsible for transmitting the order has himself been informed of the conditions of its execution.
« 5° The contents and terms and conditions of information of the donor on the performance in accordance with sections 314-86 to 314-89.
"Art. 314-63.-When the investment service provider provides the reception and order transmission service via the internet, the service agreement:
« 1° Specifies expressly the modes of evidence specific to receiving orders via the internet;
« 2° Describes the alternative equipment made available to the customer in the event of an extended service interruption;
« 3° Specifies that the provider assumes responsibility for the proper execution of the order, after the confirmation of the order has been addressed to the client and as soon as the customer has confirmed its agreement.
“Paragraph 2
"Specific Provisions for Order Enforcement Service
"Art. 314-64.-When it deals with the order enforcement service on behalf of third parties, the agreement specifies:
« 1° The characteristics of orders that may be addressed to the investment service provider in the light of the enforcement policy referred to in Article 314-72 and the rules of the contracts on which these orders are required to be executed;
« 2° The mode of transmission of orders;
« 3° The contents and terms and conditions of information of the principal on the realization of the performance in accordance with sections 314-86 to 314-89;
« 4° The time limit available to the order donor to challenge the conditions for the performance of the benefit that he was informed of;
« 5° The establishment in charge of taking the account of the client if the account content is not the provider providing the order execution service.
“Section 6
« Treatment and execution of orders
"Subsection 1
“General provisions
“Paragraph 1
“ Principles
"Art. 314-65.-I. ― Where a customer passes a limited-course order on shares admitted to negotiation on a regulated market that is not executed immediately under the conditions prevailing on the market, the investment service provider shall, unless the customer expressly gives the contrary instruction, take measures to facilitate the earliest possible execution of that order, by making it publicly available in a market form that is readily accessible to others" 317/
“II. ― The provider is deemed to satisfy I if it transmits the order to a regulated market or to a multilateral trading system.
"III. ― The I does not apply to limited-course orders for an unusually high size, as defined in section 20 of Regulation (EC) No 1287/2006 of 10 August 2006.
"Art. 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 customer orders in the order of their arrival and with celebrity, unless the nature of the order or the conditions prevailing on the market make this impossible, or that the interests of the customer or require to proceed otherwise;
« 3° It informs non-professional customers of any serious difficulties that may affect the correct 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 organizing the settlement of an executed order, it shall make all reasonable arrangements to ensure that all financial instruments or funds of the client received in the settlement of the executed order are promptly and correctly assigned to the appropriate client account.
"III. ― The investment service provider shall not misuse information relating to pending orders and shall take all reasonable measures to prevent the misuse of such information by any of the persons concerned referred to in Article 313-2 II.
"IV. ― An investment service provider that manages an OPCVM or provides the portfolio management service defines a priori the forwarding of the orders it issues. As soon as it is aware of their execution, it shall forward to the depositary of the CSAO or to the account content the precise allocation of the beneficiaries of these executions. This assignment is final.
“Paragraph 2
« Grouped orders
"Art. 314-67.-I. ― The investment service provider shall not group customer orders between them or with transactions on its own behalf to transmit or execute them unless the following conditions are met:
« 1° It must be unlikely that the grouping of orders and transactions works globally at the expense of any of the clients whose orders would be grouped;
« 2° Each client whose order would be grouped is informed that the grouping may have an adverse effect on the performance of a particular order;
« 3° A policy of distribution of orders is put in place and effectively implemented, with a view to ensuring in a manner that is sufficiently precise, the equitable distribution of orders and consolidated transactions, in particular, in each case the way in which the volume and price of orders determine the distribution and processing of partial executions.
“II. ― In cases where the investment service provider groups an order with one or more other orders of customers and where the order so grouped is partially executed, it distributes the corresponding operations in accordance with its policy of distribution of orders referred to in 3° of I.
"Art. 314-68.-I. ― Any investment service provider that has grouped a transaction on its own account with one or more orders of customers refrains from distributing 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 on its own account and where the consolidated order is partially executed, the corresponding transactions are allocated primarily to the customer and not to the investment service provider.
"However, if the investment service provider is in a position to reasonably demonstrate that without the grouping, it would not have been able to execute the order under such advantageous conditions, or at all not, it may distribute the transaction on its own account proportionally, in accordance with its policy of distribution of orders referred to in 3° I of Article 314-67.
"III. ― The investment service provider shall establish, within the framework of the order distribution policy referred to in 3° I of Article 314-67, procedures to prevent the reallocation in a manner that is unfavourable to the customer of the transactions for own account carried out in combination with customer orders.
"Subsection 2
"The obligation to obtain the best possible result
during the execution of orders
“Paragraph 1
“ Principles
"Art. 314-69.-For the application of I of Article L. 533-18 of the Monetary and Financial Codewhen performing customer orders, the investment service provider shall take into account the following criteria to determine the relative importance of the factors referred to in I of that section:
« 1° The characteristics of the customer, including its non-professional or professional customer quality;
« 2° The characteristics of the order concerned;
« 3° The characteristics of the financial instruments that are the subject of this order;
« 4° The characteristics of the places of execution to which this order can be routed;
« 5° For the management activity of OPCVM, the objectives, investment policy and the specific risks to the CSAP identified in the prospectus or, where applicable, in the regulations or statutes of the CSAP.
"For the purposes of this sub-section, a regulated market, a multilateral trading system, a systematic internalizer, a market content, another liquidity supplier, or an entity that performs similar tasks in a country not party to the European Economic Area Agreement shall be defined as "a place of execution".
"Art. 314-70.-The investment service provider fulfills the obligation referred to in I of Article L. 533-18 of the Monetary and Financial Code to the extent that it executes a specific order or aspect of the order by following specific instructions given by the client regarding the precise order or aspect of the order.
“Paragraph 2
“Execution of non-professional customer orders
"Art. 314-71.-I. ― When the investment service provider executes an order on behalf of a non-professional client, the best possible result is determined on the basis of the total cost.
"The total cost is the cost of the increased financial instrument of the costs associated with the execution, which includes all expenses incurred by the client directly related to the execution of the order, including the costs of the place of execution, the compensation and settlement fees and any other costs possibly paid to third parties who participated in the execution of the order.
“II. ― In order to ensure the best possible execution when several competing enforcement sites are able to execute an order concerning a financial instrument, the investment service provider assesses and compares the results that would be obtained for the customer by carrying out the order on each of the enforcement sites included in the execution policy mentioned in the II of Article L. 533-18 of the Monetary and Financial Code as long as they are able to execute this order.
"In this evaluation, the investment service provider takes into account the commissions and costs that are of its own and that it invoices for the execution of the order on each of the eligible execution sites.
"III. ― The investment service provider refrains from structureing or charging its commissions in a way that would introduce unfair discrimination between the enforcement sites.
“Paragraph 3
« Implementing policy
"Art. 314-72.-The investment service provider is required to provide its non-professional customers, in a timely manner prior to service delivery, with the following information on its enforcement policy:
« 1° The relative importance that the investment service provider attributes to the factors referred to in I of 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 places of execution to which the investment service provider is most confident in fulfilling its obligation to take all reasonable measures to obtain with due diligence the best possible result in the execution of the orders of its customers;
« 3° A clear warning that, in the case of specific instructions given by a client, the investment service provider may be prevented, with respect to the elements covered by these instructions, from taking the measures planned and applied in the context of its enforcement policy.
"This information is provided on a sustainable medium or published on a website, provided that the conditions set out in section 314-27 are met.
“Paragraph 4
« Monitoring of enforcement policies
"Art. 314-73.-The investment service provider monitors the effectiveness of its enforcement systems and its policy in this area in order to identify gaps and address them as appropriate.
"In particular, it regularly checks whether the enforcement systems provided for in its order enforcement policy make it possible to obtain the best possible result for the client or whether it must make changes to its enforcement devices.
"The investment service provider shall report to customers any significant changes in its enforcement or policy arrangements.
"Art. 314-74.-The investment service provider reviews annually the enforcement policy and its enforcement mechanisms.
"This review is also required whenever a substantial change occurs and affects the ability of the investment service provider to continue to obtain with due diligence the best possible result in the execution of its customers' orders using the enforcement sites provided for in its enforcement policy.
"Subsection 3
"The obligations of providers who receive and transmit orders
or who manage portfolios or UCITS
"Art. 314-75.-I. ― An investment service provider who provides the portfolio management service or manages an MTSO is in compliance with the obligation to act at the best of the interests of its customers or the MTSO that it manages under section 314-3 when it transmits to other entities orders resulting from its decisions to negotiate financial instruments on behalf of its client or the MTSO that it manages.
“II. ― When transmitting orders from customers to other entities for execution, the investment service provider providing the order reception and transmission service complies with the obligation to act in the best of the interests of its customers under section 314-3.
"III. – To comply with I and II, the investment service provider takes the measures mentioned in IV to VI.
"IV. ― The investment service provider shall take all reasonable measures to achieve the best possible result for its customers or for the CSAP that it manages taking into account the measures mentioned in theArticle L. 533-18 of the Monetary and Financial Code. The relative importance of these factors is determined by reference to the criteria set out in section 314-69 and, for non-professional customers, to the requirement set out in I of section 314-71.
"When issuing an order to another entity for enforcement, the investment service provider meets the obligations referred to in I or II and is not required to take the measures referred to in the preceding paragraph in cases where it follows specific instructions given by its client.
"V. ― The investment service provider establishes and implements a policy that allows it to comply with the obligation referred to in IV. This policy selects, for each class of instruments, the entities to which orders are transmitted for execution. The entities so selected must have enforcement mechanisms that allow the investment service provider to comply with its obligations under this section when transmitting orders to that entity for enforcement. The investment service provider provides its customers or carriers or shareholders of the CSAP with appropriate information on the policy that it has issued pursuant to this subsection. For UCITS, this information is included in the management report.
"VI. ― The investment service provider regularly monitors the effectiveness of the policy established under the V and, in particular, the quality of execution of the entities selected under this policy.
"If applicable, it corrects all failures observed.
"In addition, the investment service provider is required to conduct an annual review of its policy. This review must also be carried out whenever a significant change occurs that has an impact on the provider's ability to continue to achieve the best possible result for its customers or the CSAOP it manages.
« VII. ― This section does not apply where the investment service provider that provides the portfolio management service or the order reception and transmission service, or that manages MOPs, also carries out the orders received or resulting from its investment decisions. In this case, provisions of Article L. 533-18 of the Monetary and Financial Code and subsection 2 of this section are applicable.
"Art. 314-75-1.-The investment service provider who provides the portfolio management service or manages a CSAP shall establish and implement a policy for the selection and evaluation of the entities that provide the services referred to in section 314-79, b) taking into account the criteria related in particular to the quality of the financial analysis produced.
"It provides its customers or carriers or shareholders of the CSAC with appropriate information on its website on the policy it has decided under the first paragraph. The management report for each MCFO and the management report for each portfolio managed under a mandate then expressly refers to this policy.
"When the investment service provider does not have a website, this policy is described in the management report of each MVCO and the management report of each portfolio managed under mandate.
“Section 7
“Payments
"Subsection 1
“Relevant common provisions
all investment services: benefits
"Art. 314-76.-The investment service provider is considered to be acting in an honest, fair and professional manner that best serves the interests of a customer when, in conjunction with the provision of an investment service or related service to that client, he pays or receives a remuneration or commission or provides or receives a non-monetary advantage as follows:
« 1° compensation, commission or non-monetary benefit paid or provided to the client or by the client, or to a person on behalf of or by the client;
« 2° Compensation, commission or non-monetary benefit paid or provided to a third party or by the third party, or to a person acting on or by that third party, where the following conditions are met:
“(a) The client is clearly informed of the existence, nature and amount of the remuneration, commission or benefit or, where the amount cannot be determined, of its method of calculation.
"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 conditions of the non-monetary compensation, commissions and benefits agreements in a summary form, provided that it undertakes to provide additional details at the customer's request and that it respects this commitment;
“(b) The payment of the remuneration or commission, or the granting of the non-monetary benefit, is intended to improve the quality of the service provided to the customer and must not affect the fulfilment of the obligation of the investment service provider to act in the best interests of the customer;
« 3° Appropriate remuneration that allows the provision of investment services or are necessary for this benefit, such as custody rights, exchange and settlement commissions, fees due to regulators and procedural fees, and which by their nature cannot lead to conflict with the obligation of the investment service provider to act to its customers in an honest, fair and professional manner that best serves their interests.
"Subsection 2
“Special provisions
management and management of CSAS
"Art. 314-77. -The Portfolio Management Corporation shall be paid for the management of CSAP by a management board and, where applicable, by a share of the subscription and redemption commissions or by ancillary remuneration, under the conditions and limits set out in sections 314-78 to 314-85-1 and 411-130. These conditions and limits apply that remuneration is collected directly or indirectly.
"Art. 314-78.-The management commission referred to in Article 314-77 may include a variable portion of the overperformance of the CSAOP managed in relation to the management objective as soon as:
« 1° It is expressly provided for in the CSA's simplified prospectus;
« 2° It is consistent with the management objective as described in the prospectus;
« 3° The over-performance assessment of the CSAOP attributed to the management company should not lead the management company to take excessive risks in the context of the investment strategy, objective and risk profile defined in the CSAOP prospectus.
"Art. 314-79.-All fees and commissions borne by the principals or the CSAO in connection with transactions relating to the managed portfolio, with the exception of subscription and redemption transactions relating to the CSAOs or investment funds, are transaction fees. They are composed:
« 1° Intermediation fees, all taxes included, collected directly or indirectly, by third parties who provide:
“(a) Receipt and order transmission service and order execution service on behalf of third parties mentioned inArticle L. 321-1 of the monetary and financial code ;
“(b) Services to assist the investment decision and enforcement of orders specified in an AMF instruction;
« 2° Where applicable, a movement board that is shared exclusively between the portfolio management corporation, the CSAO's depositary or the portfolio's account content under mandate.
"This Commission of Movement can also benefit from:
“(a) To a company that received the delegation of financial management of the portfolio;
“(b) To persons to whom the depositary of the CSAO or the principal's account content has delegated all or part of the exercise of the conservation of the portfolio's assets;
"(c) A related company that operates exclusively in the management business of OPCVM, third-party portfolio management services, the receipt and transmission of orders and orders primarily on behalf of OPCVMs or portfolios managed by the portfolio management company or a related company for its management activity of OPCVM or third-party portfolio management.
"These provisions do not apply to fees and commissions supported on the occasion of advisory and editing, financial engineering, industrial strategy, merger and acquisition, and the introduction of non-listed securities in which an RPF is invested.
"The surrenders of any remuneration referred to in 1° that would not benefit exclusively and directly from the principal or the UCITS are prohibited. Agreements by which, on the occasion of a financial instrument operation, the investment service provider pays a portion of the intermediation fee referred to in the 1° a.
"Art. 314-80.-Without prejudice to section 314-78, the proceeds, remuneration and surplus-values arising from the management of the UCITS and the rights attached to it belong to the holders of shares or shareholders. Retrocessions of management fees and subscription and redemption commissions as a result of the investment in UCITS or investment funds by the UCITS benefit exclusively from it.
"The portfolio management company, the service provider to whom the financial management has been entrusted, the depositary, the depositary's delegate, the related company referred to in c of 2 of section 314-79 may receive a share of the income of the acquisitions and temporary transfers of securities owned by the CSAP under the conditions defined in the CSAP prospectus.
"The CSA OPC prospectus may provide that a share of revenues is paid to one or more recognized associations or foundations of public utility.
"Art. 314-81. -The portfolio management company may enter into written agreements of a shared commission under which the investment service provider who provides the order delivery service shall pay the portion of the intermediation costs it invoices, in respect of the assistance services to the investment decision and order execution, to the third party provider of these services.
“The portfolio management company can conclude these agreements as long as they:
« 1° Do not contravene the provisions of Article 314-75;
« 2° Respect the principles mentioned in articles 314-82 and 314-83.
"Art. 314-82.-The intermediation costs referred to in Article 314-79 shall pay services that are of direct interest to the principals or the CSA. These services are subject to a written agreement under sections 314-59 and 314-64.
"These fees are subject to a periodic evaluation by the Portfolio Management Company.
"When using services to assist in the investment and order enforcement decision and the intermediation costs represented for the previous year an amount greater than 500,000 euros, the portfolio management company develops a document entitled " Intermediation expense statement ”, updated as required. This document sets out the conditions under which the Portfolio Management Corporation used, for the previous year, services to assist the investment and order enforcement decision, as well as the distribution key identified between:
« 1° Intermediation costs related to the reception and transmission service and the order delivery service;
« 2° Intermediation fees for services to assist in the investment and order enforcement decision.
"This percentage distribution key is based on a methodology based on relevant and objective criteria. It can be applied:
« 1° be to all assets of the same CSA category;
« 2° All assets managed under the terms of reference by the portfolio management company in the same category of contractholders;
« 3° Either according to any other modality adapted to the chosen distribution method.
"The "Intermediation Fees Account" document specifies, if any, the percentage found for the previous fiscal year, in relation to all intermediation fees, the costs referred to in paragraph 1(b) of section 314-79 paid to third parties in the context of commission agreements referred to in section 314-81.
"It also reports on measures implemented to prevent or address potential conflicts of interest in the choice of providers.
"This document is available on the portfolio management company's website when it has such a site. The management report for each MTSP and the management report for each portfolio managed under terms of reference refer specifically to this document. When the Portfolio Management Corporation does not have a site, this document is disseminated in the management report of each CSAP and the management report of each portfolio, managed under mandate.
"Art. 314-83.-The intermediation costs referred to in paragraph 1 of Article 314-79:
« 1° Must be directly linked to the execution of orders;
« 2° Do not have to be a component of:
“(a) Benefits, goods or services related to the means to be disposed of by the Portfolio Management Corporation in its business program such as administrative or accounting management, purchase or lease of premises, staff remuneration;
“(b) Services for which the portfolio management company receives a management board.
"Art. 314-84. -
"Art. 314-85.-Where shares or shares of CSAOs or investment funds managed by a portfolio management corporation are purchased or subscribed by this management corporation or a related corporation, on behalf of a UCITS, the subscription and redemption boards, except for the share acquired to the UCITS under the investment, are prohibited.
"Art. 314-85-1.-The provisions of sections 314-79 to 314-85 apply to investment service providers providing the portfolio management service on behalf of third parties.
“Section 8
“Information relating to
to the provision of services
"Subsection 1
"Accounts for Enforcement Services
and receipt and transmission of orders
"Art. 314-86.-The investment service provider who executes or transmits an order on behalf of a client that does not fall within the scope of the portfolio management shall take the following measures with respect to that order:
« 1° The investment service provider shall promptly transmit to the customer, on a sustainable basis, essential information concerning the execution of this order;
« 2° The investment service provider shall notify the non-professional client on a sustainable basis of a notice confirming the execution of the order as soon as possible and no later than the first working day following the execution of the order or, if the investment service provider receives the confirmation of its execution by a third party, no later than the first working day following the receipt of the confirmation of the third party.
"The 1° and 2° do not apply when the confirmation of the investment service provider contains the same information as another confirmation that the customer must receive without delay from another person.
"Art. 314-87.-The investment service provider shall inform the customer, at his request, of the state of execution of his order.
"Art. 314-88.-The investment service provider, in the case of orders of non-professional customers relating to shares or shares of OPCVM that are executed periodically, either takes the measures referred to in the 2nd of Article 314-86 or provides the customer with information concerning these transactions referred to in Article 314-89 at least once every semester.
"Art. 314-89.-I. ― The notice referred to in 2° of Article 314-86 contains the information listed below in the relevant cases and, where applicable, the information listed in Table 1 of Schedule I to Regulation (EC) No 1287/2006 of 10 August 2006:
« 1° Identification of the investment service provider that makes the report;
« 2° The name or other designation of the client;
« 3° The negotiating day;
« 4° Time for negotiation;
« 5° The type of order;
« 6° Identification of the place of execution;
« 7° Identification of the instrument;
« 8° The purchase/sale indicator;
« 9° The nature of the order if it is not an order of purchase or sale;
« 10° The volume;
« 11° The unit price;
"When the order is executed by slices, the investment service provider can inform the customer either of the price of each slice or of the average price. In the latter case, it provides the non-professional client, upon request, with information on the price of each instalment;
« 12° The total price;
« 13° The total fees and fees charged and, at the request of the non-professional client, their breakdown by post;
« 14° The responsibilities of the client with respect to the settlement of the transaction, including the time limit for payment or delivery, as well as the useful information on the account, where such information and responsibilities were not previously communicated to the client;
« 15° The statement, if any, that the customer's counterparty was the investment service provider itself, or any person member of the same group, or another client of the investment service provider, unless the order was executed through a negotiation system facilitating anonymous negotiation.
“II. ― For orders of subscription and redemption of shares or shares of OPCVM, the notice referred to in 2° of section 314-86 contains the information listed below in the relevant cases:
« 1° Identification of the portfolio management company;
« 2° The name or other designation of the holder of shares or shareholders;
« 3° The date and time of receipt of the order and method of payment;
« 4° The date of execution;
« 5° Identification of the CSAOP;
« 6° The nature of the order (subscription or redemption);
« 7° The number of shares or shares involved;
« 8° The unit value to which shares or shares have been subscribed or refunded;
« 9° The date of the reference value;
« 10° The gross value of the order, including subscription fees, or the net amount after deduction of redemption costs;
« 11° The total amount of fees and fees charged and, at the investor's request, their breakdown per position.
"Art. 314-90.-When the investment service provider maintains accounts of non-professional clients with an open position not covered in a transaction involving conditional commitments, it also informs the non-professional client of any loss exceeding a pre-determined threshold agreed with the investment provider, no later than the end of the working day in which the threshold has been crossed or, in the case that threshold has not been reached in the first day,
"Subsection 2
“Browth Management Service Accounts
“Paragraph 1
" Common arrangements for all customers
"Art. 314-91.-When the investment provider provides the portfolio management service, it shall send to each of its clients, on a sustainable basis, a periodic survey of portfolio management activities carried out on its behalf, unless such a statement is provided by another person.
"Art. 314-92.-In the event that the customer has chosen to receive, transaction by transaction, information on the transactions performed, the investment service provider shall, without delay, provide the customer with the essential information regarding this transaction on a sustainable basis.
"Art. 314-93. - An AMF instruction specifies, where applicable, the conditions under which the managers are informed of the transactions carried out in the management of their portfolio and their frequency.
“Paragraph 2
"Specific provisions for non-professional customers
"Art. 314-94. -In the case of non-professional clients, the periodic statement referred to in section 314-91 includes the following information:
« 1° The name of the investment service provider;
« 2° The name or any other designation of the client’s account;
« 3° A description of the content and value of the portfolio, detailing each financial instrument, market value or fair value if the market value is not available, cash balance at the beginning and end of the covered period, and portfolio results during the covered period;
« 4° The total amount of fees and costs incurred over the period covered, by ventilating at least the total management costs and the total costs associated with the execution, and including, where applicable, a statement indicating that a more detailed breakdown may be provided upon request;
« 5° A comparison of the portfolio performance over the period covered by the survey with the performance of the agreed benchmark value, if available, 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 on transactions conferring rights relating to financial instruments held in the client’s portfolio;
« 8° For each transaction carried out during the period covered, the information referred to in 3° to 12° I of Article 314-89 in the relevant cases. However, if the customer chooses to receive information on transactions carried out by transaction, section 314-92 is applicable.
"Art. 314-95.-The periodic statement must be sent to the non-professional client semi-annually, except in the following cases:
« 1° At the request of the client, the periodic report must be sent quarterly.
"The investment service provider informs its customer of its right to formulate this requirement;
« 2° In the event that section 314-92 is applicable, the periodic statement must be sent at least annually, except in the case of transactions involving:
“(a) A financial instrument mentioned in theArticle L. 211-1 of the monetary and financial code where it gives the right to acquire or sell another financial instrument or gives rise to a cash regulation, set by reference to financial instruments, currency, interest rate or return, raw materials or other indices or measures;
“(b) The financial contracts mentioned in III of Article L. 211-1 of the Monetary and Financial Code ;
« 3° When the agreement allows a leverage effect on the portfolio, the periodic statement must be sent to the client at least every month.
"Art. 314-96.-When a non-professional customer has chosen to receive, transaction by transaction, information on transactions carried out in accordance with Article 314-92, the investment service provider must send a notice of confirmation of the transaction that contains the information referred to in Article 314-89, no later than the working day following its execution or, if the third party service provider receives the confirmation of the third party's receipt,
"The previous paragraph is not applicable in cases where the confirmation would contain the same information as a confirmation that is transmitted promptly to the non-professional client by another person.
"Art. 314-97.-When the investment service provider provides the portfolio management service to a non-professional client with an open position not covered in a transaction involving conditional commitments, he also informs his client of any loss exceeding a pre-determined threshold agreed with him, no later than the end of the business day in which the threshold was crossed or, in the event that the first-day threshold was not reached
"Subsection 3
"Information related to the management of UCITS
"Art. 314-98.-
"Art. 314-99. -The portfolio management company must provide carriers with all necessary information on the management of CSAOPs.
"An AMF instruction specifies the conditions under which the annual report indicates the frequency of operations carried out by the CSAOP.
"The CSA's annual report must contain, where appropriate, information on the financial instruments held in portfolio that are issued by the Portfolio Management Corporation or its group's entities. It also refers, where applicable, to MTSOs or investment funds managed by the portfolio management company or its group entities.
"Art. 314-100.-The Portfolio Management Corporation is developing a document entitled "Voting Policy", updated as required, which outlines the conditions under which it intends to exercise the voting rights attached to the securities held by the UCITS which it manages.
"This document describes:
« 1° The organization of the portfolio management company allowing it to exercise these voting rights. It specifies the bodies of the portfolio management company responsible for instructing and analyzing the resolutions submitted and the bodies responsible for deciding the votes to be issued;
« 2° The principles to which the portfolio management company intends to refer to in determining the cases in which it exercises voting rights. These principles may include the thresholds for holding securities that the portfolio management company has established to participate in the votes of resolutions submitted to the General Assembly. In this case, the portfolio management 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 the UCITS and the use of the temporary assignment of securities by the portfolio management company;
« 3° The principles to which the portfolio management company intends to refer to the exercise of voting rights; the portfolio management company document outlines its voting policy per item corresponding to the various types of resolutions submitted to the General Assembly. The headings include:
“(a) Decisions resulting in changes in the statutes;
“(b) Approval of accounts and allocation of results;
"(c) The appointment and revocation of social organs;
"(d) The so-called regulated conventions;
“e) Programs for the issuance and acquisition of capital securities;
“(f) The designation of legal account controllers;
“(g) Any other specific resolution that the portfolio management company wishes to identify;
« 4° Description of procedures to detect, prevent and manage conflict of interest situations that may affect the free exercise by the portfolio management company of voting rights;
« 5° The indication of the current mode of exercise of voting rights such as effective participation in assemblies, the use of power of attorney without an indication of the agent or the use of votes by correspondence.
"This document is made available to the AMF. It is available on the portfolio management company's website or at its headquarters in the manner specified in the prospectus. It is available free of charge to shareholders or shareholders of the OPCVM who request it.
"Art. 314-101. -In a report prepared within four months of the closing of its fiscal year, annexed as appropriate to the management report of the board of directors or the board of directors, the Portfolio Management Corporation shall report on the conditions under which it exercised the voting rights.
“This report states, inter alia:
« 1° The number of companies in which the portfolio management company exercised its voting rights over the total number of companies in which it had voting rights;
« 2° Cases in which the portfolio management company has considered that it is unable to comply with the principles set out in its " Voting Policy" document;
« 3° Conflict of interest situations that the portfolio management company was led to address during the exercise of the voting rights attached to the securities held by the UCITS it manages.
"The report is made available to the AMF. It must be available on the site of the Portfolio Management Corporation or at the headquarters of the Portfolio Management Corporation as specified on the prospectus.
"When, in accordance with its voting policy developed under section 314-100, the Portfolio Management Corporation has not exercised any voting rights during the social year, it does not establish the report referred to in this section, but ensures that its voting policy is accessible to carriers and customers on its site.
"Art. 314-102.-The Portfolio Management Corporation shall communicate to the AMF, at the request of the AMF, the abstentions or votes cast on each resolution and the reasons for such votes or abstentions.
"The portfolio management company shall be made available to any holder of shares or shares of OPCVM, who shall request the information relating to the exercise by the portfolio management company of the voting rights on each resolution presented to the general assembly of a issuer as long as the quotity of securities held by the UCITS whose portfolio management company shall ensure the management of the holding threshold set out in the voting policy document"
"This information must be available at the head office of the portfolio management company and on its site.
"Art. 314-103.-The Portfolio Management Corporation shall report, in the annual report of the FCPR, on its practice in the use of voting rights attached to the securities held in the Fund.
"The diligences referred to in Articles 314-100 to 314-102 apply to the securities held by the FCPR when they are negotiated in a regulated market of a State party to the agreement on the European Economic Area or a recognized foreign market.
"Art. 314-104.-The diligences referred to in sections 314-100 to 314-102 apply to management companies for the CFPEs, which are managed by them and when they have been delegated to exercise the voting rights attached to the securities held by these funds.
"Subsection 4
“Information relating to detention
financial instruments on behalf of clients
"Art. 314-105.-I. ― The investment service provider that holds financial instruments on behalf of customers shall, at least once a year, address to its customer, on a sustainable basis, a statement of its instruments unless the same information was provided in another periodic information note.
“II. ― The Client Asset Survey referred to in I must include the following information:
« 1° Details on all financial instruments held by the customer's investment service provider at the end of the reporting period;
« 2° The extent to which the financial instruments of the customer have been subject to possible temporary assignments of securities;
« 3° The quantification of any potential benefit to the customer as a result of its participation in possible temporary assignments of securities, and the basis on which this benefit has fallen.
"In cases where the portfolio includes one or more undisclosed transactions, the information referred to in 1° may be the date of reference either the date of operation or the date of settlement, provided that the date is the same for all such data transmitted in the statement.
"III. ― An investment service provider that holds financial instruments and provides the portfolio management service may include the statement of the client's assets referred to in I in the periodic statement it provides to that client under section 314-91. »
*
*
II. ― The title I title chapter V, section 7, subsection 1 title reads as follows:
"Subsection 1. Means and management organization. »
III. – The second and third paragraphs of Article 315-60 are deleted.
IV. ― After section 315-64, an article 315-64-1 is inserted, as follows:
"Art. 315-64-1.-The compliance with the due diligence set out in sections 315-63 and 315-64 shall meet the requirements for the registration and retention of the data set out in I and II of section 313-48 for the assets referred to in a to c of Article L. 214-92 of the monetary and financial code. »
V. ― Section 315-65 is amended to read:
1° The words: "at 313-77 and 313-78" are replaced by the words: "at 313-77";
2° The second paragraph is deleted.
VI. ― At 2° of Article 321-10, the words: "who has approved by the AMF a program of activities specific to the use of credit derivatives" are deleted.
VII. – In sections 323-1 and 323-5, the words: "L. 214-16, L. 214-26, L. 214-48 and L. 214-118" are replaced by the words: "L. 214-10, L. 214-48 in its writing prior to the date of publication of theOrder No. 2008-556 of 13 June 2008and articles L. 214-49-2, L. 214-49-7 and L. 214-118."
VIII. ― In the last paragraph of section 323-10, the reference: "8°" is replaced by the reference: "3°".
IX.-Section 323-11 is as follows:
"Art. 323-11.-The depositary shall establish with the CPO or, where appropriate, its management corporation a written agreement which shall include at least the following clauses:
« 1° A description of the procedures, including those relating to conservation, to be adopted for each type of assets of the CPO entrusted to the depositary;
« 2° A description of the procedures that will be followed if the OPC intends to amend its regulations or statutes or prospectus, specifying when the depositary is to be informed or if the amendment requires the prior consent of the depositary;
« 3° A description of the means and procedures used by the depositary to transmit to the CPO all the information it needs to carry out its duties, including a description of the means and procedures in relation to the exercise of the rights under the financial instruments and the means and procedures used to enable the CPO to have timely and reliable access to information relating to its accounts;
« 4° A description of the means and procedures by which the depositary will have access to all the information he needs to carry out his or her missions;
« 5° A description of the procedures by which the depositary may inform himself of how the OPC conducts its activities and assess the quality of the information obtained, including through on-site visits;
« 6° A description of the procedures by which the OPC can review the compliance by the depositary of its contractual obligations;
« 7° The following elements relating to the exchange of information and obligations in respect of confidentiality and money laundering:
“(a) A list of all information that must be exchanged between the CPO and the depositary in relation to the subscription, refund, issuance, cancellation and redemption of its shares or shares;
“(b) The confidentiality obligations applicable to the parties to the agreement in accordance with the applicable laws and regulations relating to professional secrecy. These obligations are defined in such a way that, where appropriate, they do not prevent the competent authorities of the member State of origin of the OPC from accessing the necessary documents and information;
"(c) Information on the tasks and responsibilities of the parties to the agreement with respect to obligations relating to the prevention of money-laundering and the financing of terrorism, where appropriate;
« 8° When the parties intend to designate third parties to perform their respective functions, they shall include at least the following elements in that agreement:
“(a) The commitment, on the part of both parties to the agreement, to regularly provide detailed information on third parties designated by the depositary or the OPC to carry out their respective missions;
“(b) The commitment that, upon request of one of the parties, the other party will provide information on the criteria used to select the third party and on the measures taken to monitor the activities of that third party;
"(c) A declaration that the responsibility of the depositary, as referred to in II of Article L. 214-10 of the Monetary and Financial Code"is not affected by the fact that he entrusts to a third party all or part of the assets he has custody of";
« 9° The following elements relating to the possible amendments and cancellation of this agreement:
“(a) The validity of the agreement;
“(b) The conditions under which the agreement may be amended or terminated;
"(c) The conditions necessary to facilitate the transition to another depositary and, in the event of a transition, the procedure by which the depositary shall transmit all relevant information to that other depositary;
« 10° When the agreement deals with a French law UCITS in accordance with Directive 2009/65/EC of 13 July 2009 managed by a management company established in another Member State of the European Union, it is specified that the law applicable to this agreement is French law;
« 11° In the event that the parties to the agreement agree to electronically transmit all or part of the information they communicate, the agreement must contain stipulations guaranteeing that the information is stored;
« 12° Parties may provide that the agreement covers several CPOs managed by the management company. In this case, the list of the OPCs concerned is included in the agreement;
"The parties may include information on the means and procedures referred to in 3° and 4° in a written agreement separate from this Agreement. »
X. ― The last paragraph of section 323-14 is as follows:
"By derogation from the previous paragraph, and pursuant to Articles L. 214-33-3, L. 214-36-4, D. 214-81 and D. 214-87-1 of the monetary and financial code, the depositary of a registered UCITS reserved for certain investors or a contractual UCITS may establish a convention limiting its obligation to return the assets of this OPVCM. »
XI.-In c of 1° of Article 323-18, the references: "413-7 and 413-18" are replaced by the references: "412-49 and 413-60".
XII. ― At the 8th of section 323-19, the reference: "L. 214-8" is replaced by the reference: "L. 214-17".
*
*
XIII. ― Title I of Book IV is written as follows:
« TITRE I
« COLLECTIVE PLACEMENT ORGANIZATIONS
IN MOBILIÈRE VALUES
"Art. 411-1.-1° The term: "OPCVM" means either a variable capital investment corporation (SICAV), or a joint investment fund (FCP);
« 2° The term "holder" means the holder of shares of FCP or the shareholder of SICAV;
« 3° When the SICAV does not generally delegate the management of its portfolio as mentioned in theArticle L. 214-7 of the monetary and financial code, it must meet all the conditions applicable to management companies and perform the obligations applicable to these companies.
« 4° The reference to "members of the board of directors or board of directors of the SICAV" must be understood as including, where applicable, the president of the simplified share corporation or that or those of its leaders that the statutes designate to exercise the powers of the board of directors in accordance with the terms of the provisions of Article L. 227-1 of the Commercial Code.
“Chapter I
“Community Investment Organizations in Securities
in accordance with Directive 2009/65/EC of 13 July 2009
"Art. 411-2.-Submitted to the provisions of this chapter all securities collective investment organizations (CSAs) governed by sub-section 1 of Chapter IV, Part I of Book II of the Monetary and Financial Code and their management and depositary company.
“Section 1
“Agreement
"Art. 411-3.-An OPCVM approved in accordance with Directive 2009/65/EC of 13 July 2009 is coordinated and cannot be converted to OPCVM that would not comply with this directive.
"Subsection 1
« SICAV
"Art. 411-4.-The statutes of the SICAV are signed by the first shareholders either in person or by an agent justifying a special power. They mention the names of the first shareholders and the amount of the payments made by each shareholder, and, as the case may be, the name of the first members of the board of directors or of the supervisory board and the name of the first auditor and, where applicable, of its deputy, referred to in the conditions provided for in the Terms and ConditionsArticle L. 214-7-2 of the Monetary and Financial Code.
"The SICAV can only form one or more compartments and issue categories of shares if its statutes expressly provide.
"Art. 411-5.-The statutes, together with the certificate, issued by the depositary, attesting to the deposit of the original capital, shall be deposited at the office of the commercial court of the place of the head office of the SICAV.
"When the statutes provide that the SICAV has one or more compartments, the depositary shall also issue a certificate to the management company for each compartment. This certificate is sent by the management company to the AMF.
"An instruction from the AMF specifies the minimum information contained in the statutes of the SICAV.
"Art. 411-5-1.-The statutes provided for inArticle L. 214-4 of the Monetary and Financial Code set out the principles for the distribution of the distribuable amounts of the SICAV, the terms for subscriptions and redemptions and, where applicable, those governing the rights attached to the different classes of shares. The distribution of the distribuable amounts of the SICAV may be defined in the prospectus.
"Art. 411-6.-I. ― Accreditation of a SICAV, expected atArticle L. 214-3 of the Monetary and Financial Code and, where applicable, the approval of each compartment provided for in the same section shall be subject to the pre-filing of the file with the AMF containing the elements specified by an AMF instruction.
"Without prejudice to the provisions of the III, the SICAV shall be informed by the AMF, within one month of the application, grant or refusal of its approval.
"The silence kept by the AMF for a period of one month from the AMF's acknowledgement of receipt of the application is a decision of approval.
"When the AMF requests additional information in return that requires the company to send a supplementary information sheet, the AMF shall notify it in writing, specifying that the requested information must be sent to it within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This acknowledgement of receipt mentions a new period of approval which cannot exceed the one mentioned in the preceding paragraph.
“II. ― The period referred to in I shall be reduced to eight working days from the acknowledgement of receipt of the file to the AMF, where the AMFAS which solicits approval is similar to an AMFO already approved by the AMF.
"The analogous character of the SICAV that solicits accreditation, called "SICAV analog", and the OPCVM already approved by the AMF, called "OPCVM reference", is appreciated by the AMF, particularly in the light of each of the following:
« 1° The reference UCITS and the analogous SICAV are managed by the same management company or a same financial management delegate, or by management companies or financial management delegates belonging to the same group and subject to the appreciation of the AMF of the information transmitted by the analog SICAV management company under the conditions set out in an AMF instruction;
« 2° The reference CSA was approved by the AMF and constituted during the eighteen months prior to the date of receipt of the AMF-like SICAV accreditation file. On a reasoned request from the management company of the analog SICAV, the AMF may accept that the reference OPCVM has been approved and created more than eighteen months before the date of receipt of the analog SICAV file;
« 3° The reference CSA has not undergone any changes other than those mentioned in an AMF instruction.
"On a reasoned request from the management company of the analog SICAV, the AMF may accept that an OPCVM that has undergone changes other than those mentioned in the instruction is a reference OPCVM;
« 4° Similar SICAV subscribers meet the terms and conditions for the subscription and acquisition of the Reference CSA;
« 5° The investment strategy, risk profile, operating rules and similar SICAV statutes are similar to those of the reference CSA.
"When one of the constituent documents of the analog SICAV differs from that of the reference OPCVM, it is clearly identified in the accreditation file of the analog SICAV in terms specified by an AMF instruction.
"The analog SICAV accreditation file is filed in electronic format.
"When the AMF requests additional information requiring in return the sending of a supplementary information sheet, it shall notify the AMF, stating that the requested information must be provided within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This acknowledgement of receipt mentions a new period of approval that cannot exceed eight working days.
"When the analog SICAV or the reference CSA does not comply with the conditions set out in this article, the AMF shall notify the AMF of this by specifying that the additional information, so as to form an accreditation file as described in I, must be submitted to the AMF within sixty days. In the absence of receipt of all such additional information within this period, the application for approval is deemed to be rejected. Upon receipt of all of this additional information, the AMF acknowledges receipt in writing and examines the accreditation file of the SICAV under the conditions and procedure mentioned in I. This acknowledgement of receipt mentions a new period of approval that cannot exceed one month.
"III. ― Where the SICAV has not designated a management corporation, it shall be informed, within three months of the application being submitted, that the approval is granted or denied.
"Art. 411-7.-In order to issue the approval of the SICAV to be grantedArticle L. 214-3 of the monetary and financial code, the AMF conducts the review of the statutes of the SICAV, the investment strategy used to achieve the management objective of the OPCVM, its cost structure, and possible categories of shares, as they are derived from its constituent documents.
"The AMF also examines the choice of the depositary and the management company's request to manage this SICAV.
"When the management company is established in another Member State of the European Union, the AMF decides on the request of the management company to manage the SICAV portfolio, in accordance with the AMFArticle L. 214-7-1 of the Monetary and Financial Code.
"The AMF verifies that the SICAV under this chapter is not legally prevented, in particular by a provision contained in its statutes, from marketing its shares in the territory of the French Republic.
"Art. 411-8.-The certificate of deposit of the initial capital of the SICAV shall be sent by the management company or, where applicable, the SICAV to the AMF immediately after the deposit of the funds and not later than sixty days after the date of approval of the SICAV.
"For compartment SICAVs, this certificate is sent to the AMF within a period of time:
« 1° Sixty days after the approval date of the SICAV for at least one compartment; and
« 2° From one hundred and eighty days after the date of notification of approval for the other compartments.
"The deposit certificate shall designate the (or) compartment (s) to (x) which (s) it relates.
"In the absence of receipt of this certificate within these deadlines, the AMF notes the invalidity of the accreditation under the conditions fixed by an AMF instruction.
"When specific circumstances so warrant, the SICAV may request an extension of the time limit for depositing funds by a reasoned request that must be submitted to the AMF prior to the date of recognition of the invalidity of the licence and specify the date required. The AMF informs the SICAV of its decision within eight working days of receipt of the application.
"Art. 411-9.-The marketing of the shares of a SICAV and, if applicable, of one or more compartments can only intervene after notification of its approval by the AMF. This notification shall be sent to the management company or, where appropriate, to the SICAV itself under the conditions fixed by an AMF instruction.
"Subsection 2
“Common Investment Funds
"Art. 411-10.-I. ― Accreditation of a CPF, planned forArticle L. 214-3 of the Monetary and Financial Code, and, where applicable, of each compartment provided for in the same article shall be subject to the pre-filing of the record with the elements specified by an AMF instruction.
"The management company shall be informed, within one month of the submission of the application, of the grant or refusal of the approval of the CPA.
"The silence kept by the AMF for a period of one month from the AMF's acknowledgement of receipt of the application is a decision of approval.
"When the AMF requests additional information in return that requires the company to send a supplementary information sheet, the AMF shall notify it in writing, specifying that the requested information must be sent to it within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This acknowledgement of receipt mentions a new period of approval which cannot exceed those mentioned in the second and third paragraphs.
“II. ― The time limit referred to in I is reduced to eight working days from the AMF's acknowledgement of receipt of the accreditation file, where the AMF is similar to a CSA-approved OPC.
"The analogous character of the FCP that solicits the accreditation, called "Similar FCP", and of the OPCVM already approved by the AMF, called "Reference OPCVM", is appreciated by the AMF in particular by the following:
« 1° The reference CSA and the analogous CPF are managed by the same management company or delegate of financial management, or by management companies or financial management delegates belonging to the same group and, subject to the appreciation of the AMF, information transmitted by the analog CPF management company under the conditions set out in an AMF instruction;
« 2° The reference CSA has been approved by the AMF and incorporated in the eighteen months prior to the date of receipt of the AMF accreditation file similar to the AMF. On a reasoned request from the similar FCP management company, the AMF will be able to accept that the reference CSA has been approved and created more than eighteen months prior to the date of receipt of the CSAP file;
« 3° The reference CSA has not undergone any changes other than those mentioned in an AMF instruction.
"On a reasoned request from the management company of the analogous FCP, the AMF may accept that an OPCVM that has undergone changes other than those mentioned in the instruction is a reference UCITS;
« 4° Similar CPF subscribers meet the terms and conditions for the subscription and acquisition of the Reference CSA;
« 5° The investment strategy, risk profile, operating rules and similar PFF regulations are similar to those of the reference CSA.
"When one of the elements of the similar FCP documents differs from that of the reference CSA, it is clearly identified in the analogous FCP accreditation file under the conditions specified by an AMF instruction.
"The analog FCP accreditation file is filed in electronic format.
"When the AMF requests additional information requiring in return the sending of a supplementary information sheet, the AMF shall notify the AMF, stating that the requested information must be received within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This acknowledgement of receipt mentions a new period of approval that cannot exceed eight working days.
"When the AMF or the Reference CSA does not comply with the conditions set out in this section, the AMF shall notify the AMF of this by specifying that the additional information so as to form an accreditation file in the manner described in I must be submitted to the AMF within sixty days. In the absence of receipt of all such additional information within this period, the application for approval is deemed to be rejected. Upon receipt of all of this additional information, the AMF shall acknowledge receipt in writing and examine the AMF's accreditation file under the conditions and procedure set out in I. This acknowledgement of receipt mentions a new period of approval that cannot exceed one month.
"Art. 411-11.-For the purpose of issuing the approval of the PFN provided for in theArticle L. 214-3 of the monetary and financial code, the AMF conducts a review of the PF Regulations, its investment strategy used to achieve the management objective of the CSAF, its cost structure and its potential share categories.
"The AMF also examines the choice of the depositary and the management company's request to manage this APF.
"When the management company is established in another Member State of the European Union or another State Party to the Agreement on the European Economic Area, the AMF shall decide on the request of the management company to manage the APF, in accordance with the AMFArticle L. 214-8-1 of the Monetary and Financial Code.
"The AMF verifies that the CPF under this chapter is not legally prevented, inter alia, by a provision contained in the FCP regulations to market its shares in the territory of the French Republic.
"The AMF also verifies that a depositary establishment of the CSAO assets has been designated.
"Art. 411-12.-The PFF Fund Filing Certificate is addressed to the FFB by the management corporation immediately after the deposit of the funds and no later than sixty days after the PFFF Accreditation Date.
"For compartment FCPs, this certificate is sent to the AMF within a timeframe:
« 1° Sixty days after the FCP accreditation date for at least one compartment; and
« 2° From one hundred and eighty days after the date of notification of approval for the other compartments.
"The deposit certificate shall designate the (or) compartment (s) to (x) which (s) it relates.
"In the absence of receipt of this certificate within these deadlines, the AMF notes the invalidity of the accreditation under the conditions fixed by an AMF instruction.
"When specific circumstances so warrant, the management company may request an extension of the time limit for depositing funds by a reasoned request that must be submitted to the AMF prior to the date of recognition of the invalidity of the licence and specify the date required. The AMF shall inform the management company of its decision within eight working days of receipt of the application.
"Art. 411-13.-The regulations provided for inArticle L. 214-8-1 of the Monetary and Financial Code mentions the duration of the CPF and the minimum amount of the initial asset, which cannot be less than the amount determined by theArticle D. 214-21 of the Monetary and Financial Code.
"The regulation refers to the principles for the distribution of the distribuable amounts of the PF, the terms for subscriptions and redemptions, and, where applicable, those governing the rights attached to the different categories of shares. The terms and conditions for the distribution of distribuable amounts of the CPF can be defined in the prospectus.
"CPF can only be compartments if its regulation expressly provides.
"An instruction from the AMF specifies the content of the sections of the FCP regulations.
"Art. 411-14. -The marketing of the shares of a CPF and, where applicable, of compartments can only intervene after notification of its approval by the AMF. This notification is sent to the FCP management company under the conditions established by an AMF instruction.
"Subscriptions can intervene from the reception.
"The founders undertake to complete, if any, the subscription no later than the expiry of a time limit set by the above-mentioned instruction in order to reach the minimum amount prescribed by the FCP regulations. This deadline is short from notification of the FCP accreditation.
"As soon as the amount referred to in the previous paragraph has been reached, the management corporation shall establish the first liquidative value. The corresponding depositary certificate is sent immediately to the AMF.
"When the FCP is composed of compartments, the depositary shall issue a certificate of deposit for each compartment.
"Subsection 3
“Changes
"Art. 411-15.-Two types of modifications may occur in the life of a UCITS:
« 1° The amendments submitted to approval called "transitions";
« 2° Amendments not subject to approval called "changes".
"The terms and conditions of the carriers' information as well as the conditions under which they may obtain the redemption of their shares or shares are defined in an AMF instruction.
“Paragraph 1
« Mutations
"Art. 411-16. -An instruction from the AMF specifies the conditions under which the AMF issues accreditation during mutations affecting an OPCVM. The licence term is eight working days.
"Art. 411-17.-In the event of the liquidation of a CSAO or, where appropriate, a compartment, the External Auditor shall prepare a report on the valuation of assets and the conditions of liquidation and transactions that have occurred since the end of the previous year. This report is made available to bearers. It is transmitted to the AMF.
“Paragraph 2
“Changes
"Art. 411-18. -The UCITS affected by changes must make the declaration in the manner specified in an AMF instruction.
"Subsection 4
“Constitution and mutations of new compartments
"Art. 411-19.-The constitution and mutations of a compartment provided for in theArticle L. 214-3 of the Monetary and Financial Code are subject to prior approval by the AMF according to a procedure specified in an AMF instruction.
“Section 2
“General Regime
"Subsection 1
« Conditions of subscription and redemption
"Art. 411-20.-In accordance with the provisions of Articles L. 214-7 and L. 214-8, the shares of FCP or shares of SICAV are issued at the request of the carriers and at the liquidative value increased or decreased, as the case may be, of fees and commissions.
"However, the CSAP may cease to issue shares or shares under the second paragraph of Article L. 214-7-4 and second paragraph of Article L. 214-8-7 of the Monetary and Financial Code. In this case, the prospectus defines objective situations resulting in the provisional or final closure of subscriptions, such as a maximum number of shares or shares issued, a maximum amount of assets reached or the expiration of a specified subscription period.
"The shares and shares are redeemed on the basis of their liquidative value under the conditions set out in sections 411-123 to 411-125.
"In the event of a temporary suspension pursuant to first paragraph of Article L. 214-7-4 or the first paragraph of Article L. 214-8-7 of the Monetary and Financial Code, the OPCVM or, where appropriate, the management company shall forthwith make known the reasons and modalities of the suspension of redemptions at the latest at the time of its implementation to the AMF and to the authorities of all Member States of the European Union where it markets its shares or shares.
"Subsection 2
" Minimum Asset Amount
"Art. 411-21.-When the assets of a SICAV or FCP become less than 300,000 euros, the acquisition of shares of the SICAV or shares of the FCP is suspended.
"When the asset remains for thirty days below the amount referred to in the first paragraph, the disposition of the VCSA concerned, or one of the transactions referred to in section 411-15 shall be effected.
"When the CSAOP has compartments, the provisions of this section are applicable to each compartment.
"This section does not apply to MTSPs referred to inArticle R. 214-28 of the Monetary and Financial Code.
"Subsection 3
"CPF Part Categories
and shares of SICAV
"Art. 411-22.-The prospectus referred to in section 411-113 may provide, within the same OPCVM or in the same compartment, different classes of shares or shares. These categories may:
« 1° Benefit from different income distribution schemes;
« 2° be denominated in different currencies;
« 3° Support different management costs;
« 4° Support different subscription and redemption commissions;
« 5° Have a different nominal value;
« 6° Be accompanied by a systematic coverage of risk, partial or total, defined in the prospectus. This coverage is provided by means of financial instruments that minimize the impact of coverage operations on the other shares of the CSAP;
« 7° Being reserved for one or more marketing networks.
"Subscription of a class of shares or shares may be reserved for a class of investors defined in the prospectus according to objective criteria such as an amount of subscription, a minimum investment period or any other commitments of the holder.
“Section 3
« Operating rules
"Subsection 1
"In-kind contributions
"Art. 411-23.-Inputs in kind, which can only include assets provided for inArticle L. 214-20 of the Monetary and Financial Codeare assessed under the conditions set out in articles 411-24 to 411-33.
"Subsection 2
« Accounting and financial provisions
“Paragraph 1
“Valorization
"Art. 411-24. -The management company shall establish, implement and maintain operational policies and procedures that permit a precise calculation of the liquidative value, on the basis of its accounts, and a good execution of the orders of subscription and redemption to that liquidative value.
"Art. 411-25.-Financial instruments, contracts, values and deposits registered in the assets of an OPCVM or held by it are assessed on a daily basis of the liquidative value, subject to the conditions fixed by the prospectus.
"Art. 411-26.-Financial instruments, contracts, values and deposits that are not negotiated in a regulated market referred to in theArticle L. 421-1 of the monetary and financial code or on a regulated market in regular operation of a State or a member of the European Union or a party to the agreement on the European Economic Area, provided that this market has not been deviated by the AMF, are assessed at the time of the establishment of each liquidative value in accordance with Article 411-27, provided that the duration of the issuance is greater than three months.
"Art. 411-27. -The management company shall conduct an assessment of financial instruments, contracts, values and deposits that have not been recognized or that have not been the subject of a rating on the liquidative value determination day.
"Art. 411-28.-Each category of financial instruments, contracts, values and deposits in the assets of the same UCITS follows the same valuation rules.
"Art. 411-29.-The liquidative value is obtained by dividing the net assets of the CSAP by the number of shares or shares.
"It is held available by the management company and communicated to any person who makes the application.
"The liquidative value is transmitted to the AMF on the very day of its determination on the terms fixed by an AMF instruction.
"When the CSAOP issues different categories of shares or shares, the liquidative value of the shares or shares of each class is obtained by dividing the share of the net assets corresponding to the class of shares or shares concerned by the number of shares or shares of that class. The terms and conditions for calculating the liquidative value of the shares or shares of the CSAP are explained in the prospectus.
"Art. 411-30.-Where shares or shares of an OPCVM are denominated in different currencies, the accounting currency for the assets of the OPCVM or, where applicable, the compartment is unique.
"Art. 411-31.-Sections 411-24 to 411-33 apply to each compartment where it exists within the CSAOP.
"Despite the existence of a separate accounting, each category of contracts, values, financial instruments and deposits in the assets of the same class compartments of the same UCITS follows the same valuation rules.
"Art. 411-32.-The terms and conditions for calculating the beneficiary's receivable on the CSAP, referred to in 2° of Article R. 214-19 of the Monetary and Financial Codeare:
« 1° The basis for calculating the receivable is the set of financial obligations of the CSAP arising from financial instruments or contracts referred to in 1° to 3° of Article L. 211-36 of the monetary and financial code before taking into account the property and rights that constitute the guarantee;
« 2° The management company obtains from the beneficiary of the security communication of the value of the debt calculated by the beneficiary;
« 3° The management company shall have an internal procedure allowing it to monitor daily the value of the receivable communicated by the beneficiary of the security right under the 2°;
« 4° The internal procedure mentioned in the 3° includes a mechanism to reduce the observed value deviations. It sets the trigger thresholds for this device based on the nature of the receivable and defines decisions to reduce the value gap observed.
"Art. 411-33.-The terms and conditions for the valuation of property or rights constituting the guarantee granted by the UCITS, referred to in sixth paragraph of Article R. 214-19 of the Monetary and Financial Codeare:
« 1° Assets or rights constituting the guarantee are assessed in accordance with the valuation rules used by the CSAP to value its assets and off-balance sheet;
« 2° The management company obtains from the beneficiary of the goods or rights that constitute the guarantee of the value of the goods or rights that constitute the guarantee calculated by the beneficiary;
« 3° The management company shall have an internal procedure allowing it to monitor the value of the goods or rights that constitute the guarantee communicated by the beneficiary under the 2°;
« 4° The internal procedure mentioned in the 3° includes a device to reduce the observed enhancement deviations. It sets the trigger thresholds for this device and defines decisions to reduce the observed value gap.
“Paragraph 2
“Annual accounts
"Art. 411-34. -The accounts of the UCITS must be held in such a way as to allow direct identification of all assets and liabilities at any time.
"Art. 411-35.-At the end of each fiscal year, the Board of Directors or the Management Board of the SICAV or the Management Company of the FCP draws up the inventory of the various assets and liabilities of the OPCVM. The depositary shall send its certificate under Article 323-10 to the management company.
"The Board of Directors or the Board of Directors of the SICAV, or the management company of the FCP, shall establish the annual accounts of the OPCVM. It proposes to the General Assembly, if any, the amount and the date of distribution and makes the payment of the distribuable products provided for in theArticle L. 214-7-2 of the Monetary and Financial Code.
"When the OPCVM includes compartments, synthesis reports are prepared for each compartment.
"These documents are arrested on the closing date of the CSAP's accounting year. They are addressed to any carrier who makes the request.
"Art. 411-36.-The annual accounts of the CSAA are presented in accordance with the existing accounting plan. They are certified by the Auditor.
"Art. 411-37.-The annual accounts of the CSAF, together with the report of the Board of Directors or the Management Board of the SICAV or of the Management Corporation on the management of the CPAF, are made available to the External Auditor no later than forty-five days after the end of the fiscal year.
"Not later than two months after receiving the report of the Board of Directors or the Board of Directors of the SICAV or of the PF Management Corporation, the Accounts Commissioner shall file his report at the head office of the SICAV or Management Corporation and, where applicable, the special report provided for in the SICAV or Management Corporation.Article L. 225-40, paragraph 3, of the Commercial Code.
"Art. 411-38. - An instruction from the AMF sets out the contents of the report of the management company relating to the management of the APF or the report of the board of directors or the directorate of the SICAV.
"Art. 411-39.-The annual accounts, the composition of the assets at the end of the fiscal year, the reports of the auditor of an OPCVM, as well as the report of the board of directors or the board of directors of the SICAV, are made available to bearers at the head office of the SICAV or the management company of the FCP. They are addressed to all carriers who request it within eight working days of receipt of the application.
"Subject to the carrier's agreement, this shipment may be made electronically.
“Paragraph 3
“Accounts and contributions
"Art. 411-40.-The board of directors or the board of directors of the SICAV or the management company of the FCP may decide to distribute one or more deposits on the basis of situations certified by the auditor.
"The External Auditor appreciates both the assessment of in-kind contributions and their remuneration. The report must be filed within fifteen days of the contribution.
"When the in-kind input(s) pertain to one or more compartments of an OPCVM, the External Auditor shall prepare a report for each compartment.
“Paragraph 4
"Fees supported by the CSAOP
"Art. 411-41.-When the remuneration of the delegates of the depositary, the management company and the companies related to him in the sense of theArticle R. 214-43 of the monetary and financial code, which intervene on behalf of an OPCVM or as counterparties to an operation entered into by this OPCVM, is taken directly from the assets of the OPCVM, it can be taken only within the maximum costs of the OPCVM as defined in its prospectus, other than for the share acquired to the UCITS under the investment.
"Art. 411-42. -
"Art. 411-43. -The fees of the External Auditor shall be determined by mutual agreement between the Auditor and the Management Corporation in the light of the estimated diligence program required.
"Subsection 3
« Fusion
"Art. 411-44.-I. ― This subsection is applicable to mergers between OPCVMs of French law under this chapter and OPCVMs of foreign law in accordance with Directive 2009/65/EC of 13 July 2009 or between OPCVMs of French law under this chapter, at least one of which has been notified under section 411-136.
"This subsection applies to the compartments of these UCITS.
"A merger between French law UCITS under this chapter that do not meet the requirements of the first paragraph shall be subject to the procedure described in subsection 1 of section 1 of chapter II.
“II. ― Mergers can take one of the following two forms:
« 1° Either the merger-absorption by which one or more OPCVMs or OPCVM compartments, referred to as "absorbed UCITS", transfer, after and at the time of their dissolution without liquidation, all of their assets to another existing OPCVM or to a compartment of it, known as "absorbing OPCVM", with the allocation, to their carriers, shares or shares of the
"This operation has the following consequences:
“(a) The assets and liabilities of the absorbed CSAOP are transferred to the absorbing CSAOP or, where applicable, to the depositary of the absorbing foreign law CSAOP;
“(b) The carriers of the absorbed CSAOP become carriers of the absorbing CSAOP and, where applicable, are entitled to a cash payment not exceeding 10% of the liquidative value of their shares or shares in the absorbed CSAOP;
"(c) The absorbed CSAOP ceases to exist on the effective date of the merger.
« 2° Either the merger by the constitution of a new OPCVM by which at least two OPCVMs or OPCVM compartments, referred to as "absorbed UCITS", transfer, after and at the time of their dissolution without liquidation, all of their assets to an OPCVM that they constitute, or to a compartment of it, called "OPCVM absorbing", by the allocation, to their carriers
"This operation has the following consequences:
“(a) The assets and liabilities of the absorbed UCITS are transferred to the newly constituted absorbing OPCVM or, where applicable, to the depositary of the absorbing foreign law OPCVM;
“(b) The carriers of the absorbed OPCVM become carriers of the newly formed absorbing OPCVM and, where applicable, are entitled to a cash payment not exceeding 10% of the liquidative value of their shares or shares in the absorbed UCITS;
"(c) The absorbed UCITS cease to exist on the effective date of the merger.
"Art. 411-45.-When the CSAOP is managed by a management company, the legal costs as well as the costs of consulting or administrative services associated with the preparation and implementation of the merger are not charged to the absorbed CSAOP, or to the absorbing CSAOP or their carriers.
"Art. 411-46.-A French law UCITS subject to the merger procedure provided for in this subsection shall apply the internal procedures described in subsection 1 of section 1 of Chapter II of this book.
"The absorbed OPCVM and the absorbing OPCVM are developing a "common fusion project", whose elements are fixed by an AMF instruction, to which they can add additional elements.
"Art. 411-47.-The depositaries of the absorbed CSA OPC and the absorbing CSAOP shall establish a "conformity declaration" after verifying compliance with the requirements of the existing legislative or regulatory provisions and the provisions of the regulations or the statutes of their respective CSA OPC, information elements of the following "common fusion project":
“(a) Identification of the form of the merger and the relevant UCITS;
“(b) The expected effective date of the merger;
"(c) The rules applicable to the transfer of assets and the exchange of shares or shares.
"Art. 411-48.-When the absorbed UCITS is in French law, the reports on the conditions of the merger are prepared by the auditors of the absorbed UCITS and the absorbing UCITS. However, one of these auditors may prepare a single report on behalf of the UCITS.
"These reports validate the following:
“(a) The criteria adopted for the valuation of the assets and, where applicable, liabilities on the date of calculation of the exchange ratio referred to in section 411-60;
“(b) Where applicable, cash payment by share or action;
"(c) The method of calculating the exchange ratio, and the actual exchange ratio determined on the date of calculating this ratio referred to in section 411-60.
"A copy of the reports of the auditors shall be made available, upon request and free of charge, to the holders of the UCITS concerned.
"It is also made available to the AMF and, where applicable, to the competent authorities of which the AMFSA is dependent on foreign law.
"Art. 411-49.-When the absorbed OPCVM is in French law, it communicates to the AMF:
« 1° The joint project of the proposed merger, duly approved by the absorbed UCITS and the absorbing UCITS;
« 2° The up-to-date version of the prospectus and key information document for the investor of the UCITS absorbing if established in another Member State of the European Union;
« 3° The declaration of conformity of the depositaries of the absorbed CSA and the absorbing UCITS referred to in Article 411-47;
« 4° Information on the proposed merger that the absorbent CSA and absorbed CSA CSA plan to provide to their respective carriers.
"This information is provided in French and, when the absorbing UCITS is established in another Member State of the European Union, in one of the official languages of that Member State or in a language accepted by the competent authorities of that Member State.
"Art. 411-50.-When the absorbing OPCVM is established in another Member State of the European Union and the AMF has received all the information referred to in Article 411-49, the AMF shall forthwith transmit copies of this information to the competent authorities of the original Member State of the absorbing OPCVM. The AMF and the competent authorities of the Member State of origin of the absorbing UCITS examine, respectively, the potential impact of the proposed merger on the carriers of the absorbed UCITS and the absorbing UCITS to determine whether appropriate information should be provided to the carriers.
"If the AMF considers it necessary, it may require in writing a clarification of the information intended for the carriers of the absorbed CSAOP.
"If the competent authorities of the Member State of origin of the OPCVM absorbing it deems it necessary, they may require in writing, within a maximum of fifteen working days from the date of receipt of the full information referred to in Article 411-49, that the OPCVM absorbing amends the information to be provided to its carriers.
"In this case, the competent authorities of the Member State of origin of the absorbing UCITS inform the AMF of their dissatisfaction with this information.
"They inform the AMF, within twenty working days of the date on which they received notification, if they consider the modified information intended for the carriers of the absorbing CSA OPC to be satisfactory.
"Art. 411-51.-When the absorbed CSA is in French law, the AMF authorizes the proposed merger if the following conditions are met:
« 1° The proposed merger complies with the requirements of the provisions of this subsection;
« 2° The absorbent OPCVM was notified, pursuant to second paragraph of Article L. 214-1 of the Monetary and Financial Code, for the marketing in France of its shares or shares as well as in all Member States of the European Union where the absorbed UCITS is marketed;
« 3° The AMF and, when the absorbent OPCVM is established in another Member State of the European Union, the competent authorities of the Member State of origin of this UCITS consider satisfactory the information that it is proposed to provide to the carriers, or have sent no indication of any dissatisfaction on their part pursuant to the fourth paragraph of Article 411-50.
"Art. 411-52.-If the AMF is of the opinion that the file is not complete, it requires the CSAOP to absorb additional information not later than ten working days from the date on which it received the information referred to in section 411-49.
"The AMF shall inform the CSAC absorbed of its decision to authorize the merger within twenty business days after the date on which it received the full information referred to in section 411-49.
"When the absorbent OPCVM is established in another Member State of the European Union, the AMF communicates its decision to the competent authorities of the original Member State of this UCITS.
"Art. 411-53.-When the AMF authorized the merger, the absorbed CSA OPC and the absorbing CSA OPC provide their respective carriers with a document that includes the relevant and specific information regarding the proposed merger, referred to in an AMF instruction.
"The purpose of this document is to allow carriers to fully assess the impact of this merger on their investment and to exercise their rights under section 411-56.
"The information contained in this document is drafted in a concise manner and in a non-technical language that allows carriers to determine in the knowledge of the impact of the proposed merger on their investment.
"When the proposed merger is cross-border, the absorbed UCITS and the absorbing UCITS explain in simple terms any modality or procedure for the other UCITS that differs from those commonly used in their country.
"The information provided to carriers of the absorbed UCITS must meet the needs of investors who have no prior knowledge of the characteristics of the absorbing UCITS or its operating mode. They must draw their attention to the key information for the investor of OPCVM absorbing and stressing the usefulness of reading them.
"The information to be provided to the absorbent CSA carriers must focus on the modalities of the merger and its potential impact on the absorbent CSA OPC.
"This document is forwarded at least 30 days before the final date for the purchase or refund or conversion without additional costs, pursuant to section 411-56.
"Art. 411-54.-When the absorbed OPCVM or the absorbing OPCVM has been notified to market its shares or shares in another Member State of the European Union, the information referred to in Article 411-53 is provided in the official language or in one of the official languages of the State of origin of the relevant OPCVM, or in an accepted language. The CSAC required to provide the information is responsible for their translation, which must be faithful to the original information.
"Art. 411-55.-The absorbed OPCVM and the absorbing OPCVM provide their carriers with the document referred to in Article 411-53 on paper or on another sustainable medium within the meaning of Article 314-26.
"When this information is provided on a durable medium other than paper, the following conditions must be met:
« 1° The mode of transmission is adapted to the context in which the relationship between the carrier and the absorbed UCITS or the absorbing UCITS is or will be led;
« 2° The carrier to whom the information must be provided, after being offered the choice between the provision of information on paper or on this other durable medium, formally opts for that other medium.
"The provision of information electronically is considered to be appropriate to the context in which the cases between the absorbed CSA or the absorbing CSAOP and the carrier are or will be conducted, if it is shown that the carrier has regular Internet access. The provision by the carrier of an e-mail address for the conduct of these cases is deemed to meet this obligation.
"Art. 411-56.-The holders of the absorbed CSA and the absorbing CSAS must obtain, at no cost other than those retained by the CSAS to cover the costs of disinvestment, the redemption or repayment of their shares or shares or, if possible, their conversion to shares or shares of another CSAP pursuing a similar investment policy managed by the same management company or by any other direct financial agreement
"This right becomes effective from the date on which the carriers of the absorbed CSAP and the absorbing CSAOP were informed of the proposed merger under section 411-53 and expires five working days before the date on which the exchange ratio referred to in section 411-60 is calculated.
"Art. 411-57.-An updated version of the key information document for the investor, taking into account the modifications related to the proposed merger, is immediately communicated to the carriers of the absorbed CSA and the absorbing CSA.
"Art. 411-58.-From the date on which the document referred to in section 411-53 is provided to the carriers and the effective date of the merger, the said document and the key information document for the updated investor of the absorbing CSAP are provided to any person buying or subscribing shares or shares of the absorbed CSAP or the absorbing CSAP
"Art. 411-59.-When the absorbing OPCVM is in French law, the effect of the merger is made public on a sustainable basis within the meaning of section 314-26, accessible to the public and communicated to the carriers of the relevant OPCVM.
"The absorbed CSAOP and the absorbing CSAOP shall notify the effect of the merger to the AMF and, where applicable, to the competent foreign authority of which they depend.
"Art. 411-60.-When the absorbing OPCVM is in French law:
« 1° The merger takes effect at least 30 days after the date of publication of the project;
« 2° The calculation of the exchange ratio of shares or shares of the CSAOP absorbed with those of the absorbing CSAOP is made on the date the merger takes effect;
« 3° The liquidative value for cash payments is that applied to the merger.
"Art. 411-61.-When the absorbing CSA is in French law, it confirms to its depositary that the transfer of the assets of the absorbed CSA OPC and, if applicable, the liability of the absorbed CSA OPC has been made, on a sustainable basis within the meaning of section 314-26, on the same day the transfer takes place.
"Art. 411-62.-When the absorbing OPCVM is in French law, it has a period of six months from the take of effect of the merger to comply with Articles R. 214-21 to R. 214-25 of the Monetary and Financial Code.
"Art. 411-63.-The creditors of a French law UCITS participating in a merger operation governed by this subsection and whose receivable is prior to the advertisement given to the effective taking of the merger made pursuant to section 411-59 may file an opposition to the merger within thirty days of the advertisement.
"Subsection 4
“Turture of liabilities
"Art. 411-64.-The liability includes the tasks:
« 1° Centralization of orders of subscription and redemption of shares or shares of OPCVM;
« 2° Holding an OPCVM account.
"Art. 411-65.-I. ― The essential tasks of centralization of orders of subscription and redemption of shares or shares of OPCVM, in application of provisions of Article L. 214-13 of the Monetary and Financial Codeare:
« 1° Ensure centralized receipt of subscription and redemption orders and conduct the corresponding registration;
« 2° To monitor compliance with the date and time limit for centralization of orders of subscription and redemption referred to in the prospectus;
« 3° Communicate in the amount and, where applicable, in a total number of shares or shares subscribed and redeemed the result of the centralized receipt of orders to the CSAOP;
"4° Valorize orders after receiving information from the CSAO on the liquidative value of the share or share concerned. In order to allow the centralizer to perform its tasks as soon as possible, the CSAC shall transmit information on the liquidative value of the action or on the part as soon as it is available;
« 5° Communicate the information necessary for the creation and cancellation of shares or shares to the emitter account content;
« 6° Communicate information relating to the outcome of the processing of orders to the entity that has forwarded the order to the CO and the CSAOP.
“II. ― The registration contains the following information:
« 1° The UCITS concerned;
« 2° The person who gave or transmitted the order;
« 3° The person who received the order;
« 4° The date and time of order;
« 5° Conditions and means of payment;
« 6° The type of order;
« 7° The date of execution of the order;
« 8° The number of shares subscribed or redeemed;
« 9° The price of subscription or redemption on each part;
« 10° The total value of subscription or redemption of shares;
« 11° The gross value of the order, including subscription fees, or the net amount after deduction of the redemption fee.
"Art. 411-66.-The entity in charge of centralization of orders is designated as "centralizer" in the OPCVM prospectus. Any entity entrusted with the exercise of centralization tasks in accordance with the provisions of section 411-67 shall be designated, if any, in the prospectus.
"Art. 411-67.-I. ― The centralizer can entrust the exercise of centralization tasks to:
« 1° One of the people mentioned in theArticle L. 214-13 of the Monetary and Financial Code as well as an investment service provider located in a State Party to the agreement on the European Economic Area;
« 2° An authorized intermediary within the European Economic Area to carry out centralization tasks within the meaning of Article 411-65.
“II. – An agreement is established between the centralizer and the entity entrusted with the exercise of centralization tasks. This Convention shall include at least the following clauses:
« 1° The essential tasks of centralization as referred to in Article 411-65 that are entrusted to the entity, including the terms and conditions under which orders of subscription and redemption are registered;
« 2° The nature of the information required by the entity to carry out the tasks entrusted to it, as well as the terms and conditions of their transmission by the centralizer to the entity, including those relating to the liquidative value of the CSAC;
« 3° The terms and conditions for the processing of an event affecting the subscription and redemption process of shares or shares of UCITS;
« 4° The statement that the AMF must be able to effectively access data relating to the centralization of orders of subscription or redemption of shares or shares of the CSAC and to the business premises of the entity.
"The terms and conditions of termination of the agreement, at the initiative of any of the parties, must ensure continuity and quality of the service provided.
"A change in the entity to which centralization tasks have been assigned must result in prior information by the centralization authority to the CSAC and, where appropriate, to the management company that represents it and the depositary.
"The centralizer remains responsible for the exercise of the centralization tasks it has entrusted.
"For UCITS created prior to the effective date of sections 411-64 to 411-71, the entity referred to in the Prospectus in charge of centralization of orders is presumed to act by delegation of the CSAOP.
"Art. 411-68.-An order for the subscribing or redemption of shares or shares of OPCVM that has been forwarded to the centralizer or to any entity entrusted with the exercise of centralization tasks is irrevocable from the date and time limit of centralization referred to in the OPCVM prospectus.
"An irrevocable order of subscription or redemption of shares or shares of OPCVM hires the investor and the entity that has forwarded this order to the centralizer or to any entity to which the exercise of the centralization tasks to be paid or delivered these shares or shares is entrusted.
"Art. 411-69.-The term "direct order" means the order of subscription or redemption of shares or shares of OPCVM that is directly transmitted to the centralizer and whose acceptance by it is subordinated to the conclusion of a convention between the centralizer and the OPCVM or, where applicable, the management company that represents it, setting the conditions for acceptance and termination of direct orders.
"The CSA or the management company that represents it implements an appropriate risk management system related to the acceptance and termination of these orders.
"Art. 411-70.-The tasks of the emission account holder are as follows:
« 1° Carry out, in a justified and traceable manner, records of the number of securities corresponding to the creation or delisting of shares or shares, as a result of the centralization of subscription and redemption orders, and determine accordingly the number of securities composing the capital of the CSAP; the emitter account content ensures that a corresponding cash accounting record has been made to the assets of the CSAP;
« 2° Identify holders of shares or shares in the nominative form and record, for each licensee, the number of shares or shares held. When the CSAOP is not admitted to the operations of the central depositary, the entity in charge of the emission account holder also records, where applicable, the number of shares or shares held in the carrier form with the conservative account content directly identified in the emission account;
« 3° Organize simultaneous regulation and delivery as a result of the creation or delisting of shares or shares; the emitter account content also organizes the delivery and, where applicable, the regulations resulting from any other transfer of shares or shares. When a securities settlement and delivery system is used, it ensures that appropriate procedures exist;
« 4° Ensure that the total number of shares or shares issued, at a given date, is the number of shares or shares in circulation on the same date, having the nominal form and, where applicable, the bearer.
« 5° Organize the payment of coupons and dividends and organize the processing of transactions on shares or shares of the UCITS.
"Art. 411-71.-Emission account keeping is the administrative management of the CSAOP. The CSA or, where applicable, the management company that represents it may delegate the performance of the tasks described in Article 411-70 of the emission account holder to an investment service provider under the conditions set at 1° to 3° and 5° to 9° of Article 313-77.
“Section 4
"Global risk calculation
“Paragraph 1
"Global risk measurement of UCITS
Financial contracts
"Art. 411-71-1.-In accordance with provisions of Article R. 214-18 of the Monetary and Financial Codefor the purposes of this paragraph shall be assimilated to financial contracts eligible financial securities and instruments of the monetary market with a financial contract.
“Subparagraph 1
“General provisions
"Art. 411-72.-I. ― The management company calculates the overall risk of UCITS that it manages at least once a day. If necessary and based on the CSA's investment strategy, the management company can calculate the overall risk of the CSAOP several times a day.
"The overall risk limits set are always respected.
“II. – The overall risk of UCITS is one of the following values:
« 1° The total of the exposure and lever to which the managed CSAOP relies through financial contracts, which cannot exceed the net assets of the CSAOP;
« 2° The market risk of the CSAP portfolio as defined in section 313-53-3.
"Art. 411-73.-I. ― In order to calculate the overall risk of the CSAOP it manages, the management company uses the method of calculating the undertaking or the method of calculating the risk value determined by an AMF instruction.
"For the purposes of this paragraph, the terms "at-risk value" refer to the measure of maximum potential loss based on a given level of confidence and a given period of time.
“II. ― The CSA's management company ensures that the method it retains to measure overall risk is appropriate, taking into account the risk profile arising from the CSA's investment strategy, the types and complexity of the financial contracts entered into, as well as from the CSA's portfolio of financial contracts.
"III. ― The management company uses the method of calculating the risk value as long as the CSAOP it manages has one of the following characteristics:
“(a) The CSAP implements complex investment strategies representing a significant proportion of its investment policy;
“(b) The CSA's exposure to non-standard financial contracts is not negligible;
"(c) If market risks as defined in section 313-53-3 incurred by the CSAP are not adequately considered by the method of calculating the undertaking.
"The method of calculating the risk value is supplemented by a resistance test device. An AMF instruction defines the concepts of standard and non-standard financial contract.
"IV. ― The NAVCO calculates its overall risk associated with financial contracts by combining its own direct risk for financial contracts concluded in accordance with theArticle L. 214-22 of the Monetary and Financial Code with:
“(a) Either the real risk of the Master CSA OPC compared to the financial contracts, in proportion to the investments of the MSFOP in the Master CSA OPC;
“(b) Either the maximum overall potential risk of the Master CSA OPC relative to the financial contracts provided for in the regulation or the statutes of the Master CSA OPC, in proportion to the investment of the MVOP fed into the Master CSA OPC.
“Subparagraph 2
"Determination of Commitment Method
"Art. 411-74.-I. ― When the management company uses the method of calculating the undertaking to calculate the overall risk, it also uses it for all positions on financial contracts that they are used in the context of the general investment policy of the CSAP, for the purpose of reducing risks or for the purpose of effective management of the portfolio, as provided for inArticle R. 214-18 of the Monetary and Financial Code.
“II. ― When an OPCVM uses, in accordance withArticle L. 214-21 of the Monetary and Financial Code, techniques and instruments to strengthen its leverage or exposure to market risk, including pension agreements or securities lending operations, the management company takes these transactions into account when calculating overall risk.
"III. ― The overall risk of a UCITS calculated by the method of calculating the undertaking requires the conversion of the position of each financial contract to the market value of an equivalent position on the underlying asset of that contract.
"The steps to calculate the overall risk based on the method of calculating the undertaking and the conversion formulas are specified by an AMF instruction.
"Art. 411-75.-I. ― The management company may take into account compensation and coverage provisions provided that these provisions do not disregard flagrant and significant risks and result in a clear reduction in risk.
« II. ― 1° A compensation provision is a combination of positions on financial contracts or financial securities on the same underlying regardless of their maturity dates, and the sole purpose of which is to eliminate the risks associated with certain positions taken through other financial contracts or securities.
« 2° A cover provision is a combination of positions on financial contracts and/or financial securities such as:
“(a) The underlying ones are not necessarily identical;
“(b) The positions are concluded for the sole purpose of offsetting the risks associated with the positions taken through other financial contracts or securities.
« 3° A UCITS having principally entered into financial contracts for interest rates may use specific time compensation rules, the terms of which are specified by an AMF instruction, to take into account the correlations between instruments of different maturity of the rate curve. Specific duration compensation rules cannot be used if they lead to an incorrect assessment of the CSA's risk profile.
"A UCITS that uses the specific time compensation rules for its financial contracts relating to interest rates may take into account coverage provisions. However, only financial contracts relating to interest rates not included in a coverage provision may use these specific compensation rules.
"Art. 411-76.-I. ― When the use of financial contracts does not create additional exposure for the CSAP and meets the following conditions, it is not necessary to include the underlying exposure in the calculation of the undertaking:
« 1° Its purpose is to exchange the performance of all or part of the assets of the CSAP with the performance of other reference financial instruments;
« 2° It completely eliminates the market risk of the exchanged assets. The performance of the UCITS no longer depends on the performance of the assets being exchanged;
« 3° It does not include an additional optional component and does not include leverage or any other additional risk compared to a direct investment in reference assets.
“II. ― A financial contract is not considered in the calculation of the overall risk by the method of calculating the undertaking when it meets the following criteria:
“(a) The combination of the financial contract and an amount of cash invested in paid assets at the risk-free rate allows for exposure equivalent to that obtained by direct investment in the underlying asset;
“(b) It does not generate additional exposure, leverage and add any market risk as defined in section 313-53-3.
"III. ― Where the method of calculating the undertaking is used, it is not necessary to include in the calculation of the overall risk the temporary arrangements for the borrowing of species entered into on behalf of the CSAP in accordance with the CSAPArticle R. 214-29 of the Monetary and Financial Code.
“Subparagraph 3
“ Method of calculating risk value
"Art. 411-77.-I. ― The overall risk of a UCITS calculated using the risk value calculation method is for all portfolio positions.
"The maximum risk value of an OPCVM is determined by the management company based on the definition of its risk profile.
“II. ― The risk value of an OPCVM is heard over a 20-day working period with a 99% confidence threshold. The effective observation period for risk factors is at least two hundred and fifty working days. In the event of a significant increase in price volatility, the risk value must be calculated over a shorter observation period. The data sample used for the calculation is updated at least every quarter, or more frequently if market prices are subject to material changes.
"An AMF instruction specifies the conditions under which it may be derogated from this II.
"The calculation of the risk value is done at least daily.
"The overall risk calculation steps according to the risk value method are specified by an AMF instruction.
"Art. 411-78.-I. ― In order to calculate the overall risk using the risk value calculation method, the management company is responsible for choosing the most appropriate method between relative risk value and absolute risk value based on the risk profile of the CSAP, and the investment strategy.
"The management company is able to demonstrate that the risk value method used is appropriate. The choice of the method used and the underlying assumptions are specified in a documentation.
"The overall risk of an OPCVM based on the relative risk value calculation method is equal to the ratio of the risk value of the OPCVM portfolio and the risk value of a reference portfolio whose definition criteria are specified by an AMF instruction, less than one, multiplied by the CSA's net assets.
“II. ― An OPCVM's absolute risk value approach limits the maximum risk value it can reach 20% of the market value of its net assets.
"The conditions of application of this section are specified by an instruction of the AMF.
"Art. 411-79.-The management company shall:
« 1° An a posteriori control device for model calculations on past data to monitor the accuracy and performance of the risk value model;
« 2° A rigorous, complete and tailored resistance test device to the risk profile of the CSAOP to simulate the behaviour of the CSAOP in crisis situations.
« 3° When the risk profile and investment strategy so requires, risk management tools and methods adapted to the risk profile and investment strategy of the CSAF in addition to the devices mentioned in 1° and 2°.
“Subparagraph 4
"Global risk of a formula OPCVM
"Art. 411-80.-I. ― The overall risk of a formula-based UCITS is measured by the engagement calculation method or by the risk value method.
"If the formulae COP meets all of the following conditions, it may apply specific rules, set by an AMF instruction, in calculating the overall risk by the method of calculating the undertaking:
« 1° Payments to be provided to investors are based on a calculation formula, which can be divided into a finite number of scenarios that depend on the value of the underlying assets. Each scenario offers investors a different result;
« 2° The investor can only be exposed to one result at the same time at any time in the life of the UCITS;
« 3° The use of the commitment calculation method to measure the overall risk on each individual scenario is appropriate in accordance with the provisions of Article 411-73;
« 4° The final maturity of the CSAS does not exceed nine years, from the end of the marketing period;
« 5° The CSA does not accept new subscriptions from the public after the initial marketing period;
« 6° The maximum loss that the CSAOP can suffer during the transition from one scenario to another is limited to 100% of the liquidative value of the end-of-market period;
« 7° The impact of each underlying asset on the compensation profile to be provided to investors, at a given date, due to the shift from one scenario to another, is consistent with the diversification rules mentioned inArticle R. 214-21 of the Monetary and Financial Code based on the end-of-market value.
“Subparagraph 5
“Entry into force
"Art. 411-81.-By derogation from the provisions of Article 411-72, when they meet the criteria of 1° of Article R. 214-28 of the Monetary and Financial Code as well as the criteria of 1° to 3° of the I of Article 411-80, the existing formula OPCVMs on the effective date of Decree No. 2011-922 of 1 August 2011 may calculate their overall risk as being constituted by the maximum loss value on the date of the conclusion of financial contracts, provided that their formula remains unchanged.
“Paragraph 2
« Risk of counterparty
and concentration of emitters
"Art. 411-82.-1° The management company shall ensure that the risk of counterparty of the CSAP as defined in section 313-53-3 resulting from a voluntary negotiated financial contract is subject to the limits set out in theArticle R. 214-21 of the Monetary and Financial Code.
« 2° When calculating the exposure of the CSAP to a counterparty in accordance with the limits provided for in I of Article R. 214-21 of the Monetary and Financial Code, the management company uses the positive value of the market price assessment of the free-standing negotiated financial contract with that counterparty.
"The management company may rely on the net position of a UCITS' financial contracts with respect to a particular counterpart, if it has the powers provided for in theArticle L. 211-36-1 of the Monetary and Financial Code or equivalent foreign provisions for the purpose of enforcing compensation agreements with that counterparty on behalf of the CSAOP. The net position can only be used for voluntary negotiated financial contracts to which the CSAC is exposed for a particular counterparty, and not for other CSAC exposures to that counterparty;
« 3° The management company may reduce the exposure of a UCITS to the counterparty of a transaction relating to a negotiated financial contract at will by the receipt of a guarantee for the benefit of the UCITS. This guarantee must be liquid enough to be made quickly at a price close to the one to which it was estimated before it was realized;
« 4° The management company takes into account the warranty when calculating the risk of counterparty exposure as mentioned in the I of Article R. 214-21 of the Monetary and Financial Code where it provides, on behalf of the CSAC, a guarantee to the counterparty of a transaction relating to a negotiated financial contract at will. The guarantee can only be taken into account on a net basis if the management company has legislative and regulatory means to enforce the compensation agreements with that counterparty on behalf of the CSAP;
« 5° The management company is based on the underlying exposure resulting from the use of publicly traded financial contracts in accordance with the method of calculating the undertaking, with a view to respecting the concentration limits by type of entity referred to in theArticle R. 214-21 of the Monetary and Financial Code ;
« 6° For exposure resulting from transactions on voluntary negotiated financial contracts referred to in the 3rd of Article R. 214-21 of the monetary and financial code, the management company includes in the calculation any exposure to the risk of counterparty of such contracts.
"Art. 411-82-1.-The assets received as collateral by the CSAP as part of the reduction of its counterparty risk resulting from a financial contract or a temporary acquisition or disposal of financial instruments pursuant to section 411-82 shall at any time comply with the following principles:
« 1° Any assets received as collateral must be sufficiently liquid and must be able to be sold quickly at a consistent price compared to the one to which it was previously evaluated. Guaranteed assets are in principle negotiated on a highly liquid market and have a transparent price;
« 2° The assets received must be valued at least once a day.
"The inability to independently assess the assets received as collateral would clearly put the CSAP at risk, particularly if the evaluation is based on a model and if these assets are not liquid.
"When appropriate, the CSAOP applies a detection to the market value of the assets received as collateral.
"In addition, where these assets pose a significant risk of volatility, the CSAP applies particularly prudent denominations;
« 3° The credit quality of the issuer is an important criterion for assessing the eligibility of the assets received as collateral. Appropriate denominations are applied to the market value of the assets received as collateral when the issuer is not of high credit quality;
« 4° Any correlation between counterparty and assets received as collateral to reduce exposure to this counterparty must be avoided;
« 5° A high concentration of the assets received as collateral on the same issuer, sector or country generates an obvious risk to the CSAP;
« 6° The management company has appropriate technical and human resources, including operational systems and legal expertise to effectively manage safeguards;
« 7° The assets received as collateral shall be retained by the depositary who shall be independent of the consideration of voluntary or legally protected transactions in the event of a default of that counterparty;
« 8° The guarantees must be made at any time by the CSAC and without information or approval of the counterparty;
« 9° Assets received as collateral, other than cash, may not be sold, reinvested or guaranteed;
« 10° Assets received as collateral in the form of cash can only be invested in non-risk assets.
"Art. 411-83.-I. ― To calculate the risk of counterparty referred to in I of Article R. 214-21 of the Monetary and Financial Code, the CSAP takes into account the guarantees granted to an investment service provider and their subsequent changes in financial contracts entered into on a market referred to in a, b or c of Article R. 214-11 of the Monetary and Financial Code or negotiated on a voluntary basis, which are not protected by rules for the protection of the assets of customers or other similar rules to protect the CSAOP from the risks of bankruptcy of the investment service provider.
“II. ― To calculate the limits mentioned in III of Article R. 214-21 of the Monetary and Financial Code, the CSAOP takes into account the net risk to which it is exposed in respect of the operations referred to in theArticle R. 214-18 of the Monetary and Financial Code on the same counterpart. The net risk is equal to the amount recoverable by the CSAP, reduced, if any, of the safeguards created for the benefit of the CSAP.
"The risk created by the reuse of constituted guarantees for the benefit of the CSAP must also be taken into account in calculating the issuer ratio.
"III. ― To calculate the limits mentioned inArticle R. 214-21 of the Monetary and Financial Code, the CSAP must determine whether the counterparty on which it is exposed is an investment service provider, compensation board or other entity under a voluntary financial contract.
"IV. ― Limits set to Articles R. 214-21 and R. 214-25 of the Monetary and Financial Code take into account exposure related to assets underlying financial contracts, including incorporated financial contracts, covering eligible financial instruments or monetary market instruments.
"V. ― When the CSAC calculates the limit of concentration by type of issuer, the underlying financial contracts, including in the case of incorporated financial contracts, must be taken into account in order to determine the exposures to a given issuer resulting from these positions.
"The exposure to a position must be taken into account in calculating the concentration limits by type of transmitter.
"It must be calculated using the method of calculating the engagement when appropriate.
"The measure of the potential maximum loss associated with the default of the transmitter is taken into account when it gives a more conservative result.
"The provisions of this section apply to any MVOP, whether or not it uses the method of calculating the risk value (VAR) to calculate the overall risk.
"The provisions of this section do not apply to financial contracts based on an index meeting the criteria ofArticle R. 214-16 of the Monetary and Financial Code.
“Paragraph 3
"Procedure for the Evaluation of Contracts
financial transactions negotiated on a voluntary basis
"Art. 411-84.-I. ― The management company ensures that the exhibitions are subject to market valuations that are not based solely on market quotes made by counterparts to transactions on voluntarily negotiated financial contracts and that meet the criteria set out at the 3° of Article R. 214-15 of the Monetary and Financial Code.
“II. ― For the purposes of the I, the management company establishes, implements and maintains operational terms and procedures that ensure an adequate, transparent and fair assessment of the exposure of MTSOs to voluntary negotiated financial contracts.
"The management company ensures that the fair value assessment of the willingly negotiated financial contracts is appropriate, accurate and independent.
"The terms and procedures for the evaluation must be appropriate and proportionate to the nature and complexity of the financial contracts negotiated on a voluntary basis.
"The management company shall comply with the requirements set out in the last paragraph of section 313-77 and 9° of section 314-3-1 when the terms and procedures for the evaluation of financial contracts negotiated voluntarily involve the exercise of activities by third parties.
"III. – For the purposes of I and II, specific missions and responsibilities are assigned to the risk management function.
"IV. ― The terms and procedures for the evaluation referred to in II must be described in a document to that effect.
“Section 5
"OcCVM masters or nurses
"Art. 411-85.-A master OPCVM in which at least two nursed OPCVMs are invested can be approved in accordance even if it is not intended to promote the sale of its shares or shares to the public and to collect capital from other investors.
“Paragraph 1
"Information Exchange Convention between OPCVM
masters and nurses or rules of internal conduct
"Art. 411-86.-The NAVCO or the management corporation that represents it concludes an information exchange agreement with the Master CSA or the management corporation that represents the master CSA, pursuant to which the Master CSA OPC provides to the CSAOP all the documents and information necessary to ensure that the master CSA is in a position to comply with its regulatory obligations.
"The content of this agreement is specified by an instruction from the AMF.
"Art. 411-87.-When the master OPCVM and the foster OPCVM are approved by the AMF, the agreement between these two UCITS is subject to French law and falls within the exclusive jurisdiction of the French courts.
"When the master OPCVM or the foster OPCVM is established in another Member State of the European Union, the agreement must stipulate that the applicable law is the law of the place where the master OPCVM is established or that of the place where the feeder OPCVM is established and that both parties recognize the exclusive jurisdiction of the courts of the State whose right is designated as applicable to that agreement.
"When the master CSA and the feeder CSA are managed by the same management company, the agreement may be replaced by internal rules of conduct that ensure compliance with the requirements set out in this section.
"The internal rules of conduct of the management company provide appropriate measures to limit conflicts of interest that may arise between the feeder CSA and the master CSA, or between the feeder CSA and other carriers of the master CSA, provided that this risk is not sufficiently covered by the measures taken by the management company to prevent conflicts of interest from impairing the interests of its clients 3° of Article L. 533-10 of the monetary and financial code.
"The content of these rules of conduct is specified by an AMF instruction.
"Art. 411-88.-The master OPCVM and the feeder OPCVM shall take appropriate measures to coordinate the schedule of calculation and publication of their liquidative value, in order to prevent arbitration possibilities on their liquidative value.
“Paragraph 2
“Convention between depositaries
"Art. 411-89.-Previously to the approval of the NAVCO nourished and to the investment by the latter in the shares or shares of the master CSA OPC, the custodians of the master and nurse UCITS enter into an information exchange agreement in order to ensure the proper termination of the obligations of the two depositaries.
"This agreement must allow the custodians of the master and nurse UCITS to receive all the documents and information useful to the exercise of their missions.
"The content of this agreement is specified in an AMF instruction.
"Art. 411-90. -
"Art. 411-91.-When the master OPCVM or the nursed OPCVM is established in another Member State of the European Union, the information exchange agreement between the custodians must include the same forecasts as the information exchange agreement between the master OPCVM and the MVOP in respect of law applicable to the contract and jurisdictional jurisdiction.
"When the exchange of documents and information between the master OPCVM and the nourishing OPCVM is provided by the rules of internal conduct of the management society, the agreement between the custodian of the master OPC and that of the nourishing OPCVM states that the law applicable to the exchange of information between the two depositaries is that of the establishment State of the fostered OPCVM
« Among the irregularities mentioned in II of Article L. 214-22-2 of the Monetary and Financial Code that the custodian of the master CSAO detects in the performance of his duties and that may have a negative impact on the feeder CSAOP are, in a non-limitative manner:
“(a) Errors in calculating the net inventory value of the Master CSA;
“(b) Mistakes made in transactions carried out by the MTSO to purchase, subscribe or request the redemption or repayment of shares of the MTSO master, or in the settlement of such transactions;
"(c) errors made in the payment or capitalization of income from the Master CSA, or in the calculation of deductions to the relevant source;
"(d) Failures found in relation to the objectives, policy or investment strategy of the Master CSAP as described in its regulations or statutes, prospectus or key information document for the investor;
“e) Offences to investment and borrowing limits established by the regulation or regulation of the fund or the statutes of the SICAV, its prospectus or the key information document for the investor.
“Paragraph 3
“Agreement between the auditors
master and nurse OPCVM
"Art. 411-92.-Previously to the approval of a nursed UCITS, the auditors of the fed and master UCITS enter into an information exchange agreement in order to allow the auditors of the master and nurse UCITS to receive all the documents and information necessary to carry out their duties.
"The content of this agreement is specified by an instruction from the AMF.
"In its audit report, the auditor of the CSA Nursing Authority takes into account the audit report of the CSA Master.
"If the NAVCO and the Master CSAOP have different accounting exercises, the Auditor of the Master CSAOP shall prepare an ad hoc report on the closing date of the NAVCO.
"The Chief Accounts Commissioner of the NAVCO mentions in his report any irregularity reported in the audit report of the Master CSAOP and its impact on the NMOP.
"When the master OPCVM or the nursing OPCVM is established in another Member State of the European Union, the exchange of information agreement between the auditors of the master OPCVM and the nursed UCITS shall contain the same forecasts in respect of applicable law and jurisdiction as the agreement between the master OPCVM and the nursed CSA.
"When the exchange of documents and information between the master UCITS and the nursed UCITS is provided by the internal rules of conduct of the management company, the agreement between the auditors of the master UCITS and that of the fostered UCITS states that the right that applies to the information exchange agreement between the two auditors is that of the member establishment member State it
“Paragraph 4
« Fees
"Art. 411-93.-Where, in connection with an investment in the shares of a master UCITS, a distribution fee, a commission or other monetary benefit are paid to the fed CSAOP, its management corporation or any person acting on behalf of the owner or its management company, that royalty, commission or other monetary benefit are paid to the assets of the fed CSAOP.
"Art. 411-94.-The master UCITS does not charge any subscription fees or redemption fees for the acquisition or redemption of its shares by the nursed UCITS.
“Paragraph 5
« Information
"Art. 411-95.-The holders of shares or shares of the NAVCO benefit from information and treatment equivalent to those that they would have if they held shares or shares of the Master CSA OPC.
"Art. 411-96.-The Master CSA OPC ensures that all information required under applicable laws and regulations, by-laws or by-laws is made available in a timely manner at the disposal of the MSFOP, or, where appropriate, its management company, as well as the AMF, or, if the MSFOP is established in another Member State of the European Union, of the authorities of that trustee and
"Art. 411-97.-I. ― The feeder CSA prospectus states that:
« 1° This is the feeder of a given master OPCVM and as such, it permanently invests 85% or more of its assets in parts of this master OPCVM;
« 2° The objective and the investment policy, as well as the risk profile of the NAVCO, and information as to whether the performance of the NAVCO and the Master CSA are identical, or to what extent and why they differ. The prospectus also contains a description of the assets other than the shares or shares of the master UCITS, in which the assets of the feeder CSA may be invested up to 15% under theArticle L. 214-22 of the Monetary and Financial Code.
« 3° A brief description of the master OPCVM, its organization as well as its objective and investment policy, including its risk profile and an indication of how it is possible to obtain the prospectus of the master OPCVM;
« 4° A summary of the agreement between the MTSP and the Master MTSP or the internal rules of conduct established in accordance with theArticle L. 214-22-1 of the Monetary and Financial Code ;
« 5° How carriers can obtain additional information on the Master CSA OPC and the above-mentioned agreement between the Feeding CSA and the Master CSA OPC;
« 6° A description of the cost compensations and reimbursements due by the CSAF to be provided for its investment in shares or shares of the Master CSAF, as well as a description of the total costs of the feeder CSA and the Master CSAF;
« 7° A description of the tax consequences of the investment in the shares or shares of the master CSAP for the fed CSA.
“II. ― The annual report of the NAVCO mentions the information specified by an AMF instruction as well as the total costs of the NVMOP and the Master CSA.
"The annual and semi-annual reports of the NAVCO indicate how it is possible to obtain the annual and semi-annual reports of the Master CSA OPC.
"III. ― In addition to the requirements set out in sections 411-111,411-120 and 411-122, the CSA-approved feeder CSA sends the prospectus, the key information document for the investor and any changes made therein, as well as the annual and semi-annual reports of the Master CSAOP.
"IV. ― A nourishing OPCVM indicates in all its advertising communications concerned that it invests 85% or more of its assets on a permanent basis in the shares of this master OPCVM.
"V. ― The NAVCO provides free, upon request, investors with a hard copy of the prospectus and annual and semi-annual reports of the Master CSA OPC.
“Paragraph 6
" Conversion of existing UCITS to OPCVM
feeders and change of master UCITS
"Art. 411-98.-I. ― An OPCVM that becomes nourished by a master OPCVM, or a feeding OPCVM that changes master OPCVM, provides the following information to its carriers:
« 1° A statement indicating that the AMF or, where appropriate, the competent authorities of the State of origin of the NMVOC have approved the investment of the latter in shares of the said master OPCVM;
« 2° The key information document for the investor, referred to in section 411-106, of the NMSP and the Master CSA;
« 3° The date on which the NAVCO must begin to invest in the Master CSA OPC or, if its assets are already invested, the date on which more than 20% of its assets will be invested in the shares or shares of this CSAOP; and
« 4° A statement that carriers have the right to request, within thirty days, the redemption or reimbursement of their shares, without costs other than those charged by the CSAC to cover the costs of disinvestment; this right shall take effect from the time the fed CSA has provided the information referred to in this section.
"This information is provided at least 30 days before the date mentioned at 3°.
“II. ― If the NAVCO is a co-ordinated foreign OPCVM authorized to commercialize in France pursuant to the passport procedure, the information referred to in I is provided in the official language or in one of the official languages of the host State of the NVMOP, or in a language accepted by its competent authorities. The NAVCO is responsible for the translation. This translation is the faithful reflection of the original.
"III. ― The NMOP does not invest in the relevant master CSA shares beyond the 20% limit of its intended assetsArticle R. 214-24 of the Monetary and Financial Codebefore the end of the thirty-day period referred to in the last paragraph of I.
“Paragraph 7
« Fusions et scissions de l'OPCVM maître
"Art. 411-99.-
"Art. 411-100.-The melting or splitting of a master UCITS only takes effect if it has provided to all its carriers and the competent authorities of the Member States of origin of its UCITS nourished the information referred to in Article 411-53, no later than sixty days before the proposed effective date.
"Art. 411-101.-The feeder OPCVM whose master OPCVM is concerned with merger, melt-absorption or split operations is liquidated unless the AMF gives its approval to:
« 1° The NMOP continues to be a MTSOP that is nourished by the Master CSA OPC or another MTSOP that is the result of the merger or splitting of the Master CSAOP;
« 2° The NMOP changes master CSA OPC and invests at least 85% of its assets in the shares or shares of another CSA OPC that is not the result of the merger or split;
« 3° The NMVOC amends its regulations or statutes to convert to non-nursed CSA OPC.
"The NAVCO shall submit to the FMA no later than one month after the date on which it is informed of the proposed merger or division, its accreditation file.
"The contents of the accreditation file and the accreditation procedure are specified by an instruction.
"Art. 411-102.-When the NAVCO feeds changes master OPCVM or converts to non-nursed OPCVM, it may redeem or repay all its shares or shares of the master CSA OPC before the merger or division of the master CSA takes effect.
"Art. 411-103.-When the NAVCO feeds the change of CSAOPs mastering the liquidation, merger or division of its master OPCVM, the NAVCO shall not affect the carrier's right of release without charge by temporarily suspending redemptions or refunds, unless exceptional circumstances require such suspension in order to protect the interests of the carriers.
"Art. 411-104.-If a master UCITS is liquidated, the feeder UCITS is also liquidated, unless the AMF authorizes:
“(a) The investment of at least 85% of the assets of the CSAP fed into the shares or shares of another master UCITS; or
“(b) The amendment of the regulations or statutes of the NAVCO to allow it to convert to non-nursed UCITS.
"The winding-up of a master UCITS cannot take place within a period of less than three months from the time when it has informed all its porters and the AMF, or if the feeder UCITS is established in another Member State of the European Union, the competent authorities of that State, of its binding liquidation decision.
"The contents of the accreditation file and the accreditation procedure are described in an AMF instruction.
“Section 6
« Investor information
"Art. 411-104-1. -The management company is solely responsible for the content of the documents transmitted to the AMF for the purpose of placing online on its website.
"Subsection 1
" Language of information documents
"Art. 411-105.-I. ― In application of theArticle L. 214-23-1 of the Monetary and Financial Code, the regulations or statutes as well as documents for the information of holders of a UCITS under this chapter are in French.
“II. ― By derogation from I, by-law or by-law or by-laws and documents intended for the information of carriers may be written in a common language in financial matters other than French when the OPCVM or its management company ensures that the marketing system in place prevents these documents from being sent or likely to reach investors in the territory of the French Republic for which that language would not be understandable.
"III. ― An OPCVM of foreign law in accordance with Directive 2009/65/ CE of 13 July 2009 whose shares or shares are marketed in France is writing its key information document for the French investor.
"Subsection 2
"Key Information Document for Investor
"Art. 411-106.-The OPCVM prepares a short document containing the key information for the investor called "key information document for the investor".
"This document is prepared in accordance with the European Regulation No. 583/2010 of 1 July 2010.
"Art. 411-107.-The key information document for the investor, whose content is pre-contractual, meets the following conditions:
« 1° It includes the words "key information for the investor" clearly mentioned in French.
« 2° It contains correct, clear and not misleading and consistent information with the relevant parts of the OPCVM prospectus.
« 3° It includes appropriate information on the key features of the CSAC to be provided to investors so that investors can reasonably understand the nature and risks of the CSAC proposed to them and, therefore, make informed investment decisions.
« 4° It contains information on the following essential elements of the CSAOP:
“(a) Identification of the CSAOP;
“(b) A brief description of its investment objectives and investment policy;
"(c) A presentation of its past performance or, where applicable, performance scenarios;
"(d) The associated costs and costs;
“e) The risk profile with respect to investment compensation, including appropriate guidance and warnings on the risks inherent in the investment in the MTSP.
"These essential elements must be understandable for the investor without reference to other documents.
"They are kept up to date.
« 5° It clearly indicates where and how to obtain additional information on the proposed investment, including where and how prospectus and annual and semi-annual reports can be obtained, on request, free of charge and at any time, as well as the language in which such information is available for investors.
« 6° It is written in a concise and non-technical language.
« 7° It is established in a common format, allowing comparisons with other OPCVMs.
« 8° It is presented in such a way that it can be understood by non-professional customers.
« 9° Apart from its translation, it is used without adaptation or addition, in all Member States of the European Union where the OPCVM has been notified for the marketing of its shares or shares in accordance with Article 411-137.
"Art. 411-108.-The key information document for the investor contains a clear warning that the liability of the CSA or its management company can only be incurred on the basis of statements contained in this document that would be misleading, inaccurate or not consistent with the relevant parts of the CSA OPC prospectus.
"Art. 411-109.-.
"Art. 411-110.-.
"Art. 411-111.-.
"Art. 411-112.-The CSAOP incorporates its key information document for the investor in the CSA OPC's accreditation file that it transmits to the AMF.
"Subsection 3
“Prospectus
"Art. 411-113.-The CSA's prospectus contains the information necessary to enable investors to judge in full knowledge the investment that is proposed to them, and in particular the risks inherent in it.
"It includes a clear and easy-to-understand description of the CSA's risk profile, regardless of the assets in which it is invested.
"The regulations or statutes of the CSAOP are an integral part of the prospectus to which they are annexed. However, the regulations or statutes may not be annexed to the prospectus if the investor is informed that, at his request, these documents will be sent to him or that he or she will be informed of where he or she may consult them.
"The essential elements of the prospectus are kept up to date.
"The contents of the prospectus is defined in an AMF instruction.
"Art. 411-114.-The prospectus describes all charges incurred by the carriers or by the CSA, all taxes included, indicating:
« 1° For the commissions supported by the carrier:
“(a) The maximum rate of the share of the non-acquired subscription and redemption commission at the CSAS;
“(b) The rate of the share of the commission acquired at the CSAC and the conditions under which this rate can be reduced.
« 2° For costs incurred by the CSAP, the maximum operating and management fee rate. The reference to this rate should be supplemented, if any, by the following details:
“(a) Rules for calculating motion commissions;
“(b) The rules for calculating the share of revenues of temporary acquisition or assignment of non-earmarked securities to the CSAP;
"(c) Maximum fees and commissions that can be borne under CSA or investment funds within the meaning of II of Article R. 214-9 of the Monetary and Financial Code acquired by the UCITS;
"(d) The calculation rules of the variable management board.
"The presentation of the prospectus and the terms and conditions for calculating the costs referred to in this section are specified by an instruction of the AMF.
"Art. 411-115.-The prospectus defines the valuation rules for each category of financial instruments, deposits, values and contracts.
"In between two liquidative value calculations, an OPCVM may establish and publish an indicative value of the liquidative value known as "estimated value". The prospectus mentions the conditions of publication of the latter and warns the investor that it cannot be used as a basis for subscriptions and purchases.
"Every communication of an estimated value has the same warning.
"Art. 411-116.-The prospectus specifies the categories of assets in which the CSAP is authorized to invest.
"It also indicates whether transactions on financial contracts are authorized, in which case it clearly specifies whether these transactions can be carried out as a cover or for the purpose of achieving the investment objectives, as well as the possible effects of the use of financial contracts on the risk profile.
"Art. 411-117.-I. ― When the CSAP invests primarily in one of the asset categories defined in theArticle L. 214-20 of the Monetary and Financial Code other than eligible financial securities or monetary market instruments or where the CSAP reproduces an equity or debt securities index in accordance with theArticle R. 214-16 of the Monetary and Financial Code, its prospectus has a clearly visible mention drawing attention to its investment policy.
“II. ― When the CSAOP invests a significant portion of its assets in other CSAOPs, its prospectus indicates the maximum level of management commissions that can be charged to both the CSAOP itself and the other CSAOPs in which it intends to invest.
"III. ― The CSA OPC referred to inArticle R. 214-23 of the Monetary and Financial Code includes in its prospectus a statement, clearly highlighted, drawing attention to the authorisation it receives and indicating the Member States of the European Union, the territorial public authorities or the international public bodies in whose assets it intends to place or placed more than 35% of its assets.
"Art. 411-118.-When the liquidative value of the CSAF is likely to be high volatility due to the composition of its portfolio or portfolio management techniques that may be used, the prospectus contains a well-visible mention drawing attention to this characteristic.
"Art. 411-119.-When an investor who has received the CSA OPC's prospectus, the CSAC provides additional information on the quantitative limits that apply to the risk management of the CSAP, on the methods chosen for this purpose and on the recent evolution of the major risks and returns of the instrument categories.
"Art. 411-120.-The OPCVM shall transmit to the AMF its prospectus and any changes made to the AMF in the manner determined by an AMF instruction.
"When the OPCVM is managed by a management company established in another Member State of the European Union, it provides its prospectus to the competent authorities of the Member State of origin of the management society who request it.
"Subsection 4
“Annual and semi-annual reports
"Art. 411-121.-The annual and semi-annual reports of the OPCVM contain the elements provided for by an AMF instruction.
"Art. 411-122.-The OPCVM shall transmit to the AMF its annual and semi-annual reports in accordance with the terms set out by an AMF instruction.
"When the OPCVM is managed by a management company established in another Member State of the European Union, it provides its annual and semi-annual reports to the competent authorities of the Member State of origin of the management society who request it.
"Subsection 5
« Liquid value
"Art. 411-123. -MVOPs are required to establish their liquidative value in accordance with sections 411-24 to 411-33. This liquidative value is established and published according to a periodicity adapted to the nature of financial instruments, contracts, values and deposits held by the CSAOP.
"MVOPs must properly publish the liquidative value of shares or shares that they issue at least twice a month. The periodicity of the publication of the liquidative value of the issued shares or shares may, however, be monthly, provided that this does not prejudice the interests of the holders and subject to the prior approval of the AMF.
"The prospectus specifies the time frame for the establishment and publication of the liquidative value and the selected reference schedule.
"When a liquidative value is published, the subscriptions and redemptions of shares or shares of OPCVM must be made on the basis of this value, under the conditions set by the prospectus.
"This section is applicable to each compartment.
"Art. 411-124.-The UCITS whose shares or shares are admitted to negotiations on a regulated market in a regular operation establish and publish their liquidative value every day of market negotiations on which they are admitted.
"This section is applicable to each compartment.
"Art. 411-125. -The CSAPs must prepare an information document at the end of each first semester of the fiscal year, the content of which is defined in an AMF instruction.
"This information document is published no later than eight weeks after the end of each period defined by the prospectus.
"When the CSAOP has compartments, periodic information documents are also prepared for each compartment.
"The CSAO whose assets are more than 80 million euros is required to have its auditor's accounted for the composition of the assets on a quarterly basis.
“Section 7
« Commercialization in France of OPCVM
"Subsection 1
“General Rules
"Art. 411-126.-The AMF may exercise in respect of any person who distributes the prerogatives referred to in section 314-30 of the UCITS.
"All OPCVM promotional communications for investors are clearly identifiable as such. They are correct, clear and not misleading. In particular, a promotional communication with an invitation to purchase shares or shares of OPCVM, which includes specific information about an OPCVM, may not include references that contradict the information provided by the prospectus and key information document for the investor, or that mitigate the scope of this information.
"It mentions the existence of the prospectus and the availability of the key information document for the investor.
"It specifies where and in which language the CSA holders and potential investors can obtain this information and documents or how they can access it.
"Art. 411-127.-I. ― When the CSAP invests primarily in one of the asset categories defined in theArticle L. 214-20 of the Monetary and Financial Code other than eligible financial securities or monetary market instruments or where the CSAP reproduces an equity or debt securities index in accordance with theArticle R. 214-22 of the Monetary and Financial Code, communications of a promotional nature include a well-visible mention calling attention to its investment policy.
“II. ― Where the liquidative value of the CSAP is likely to be high volatility due to the composition of its portfolio or the portfolio management techniques that may be used, promotional communications contain a well-visible mention drawing attention to this feature.
"III. ― The UCITS mentioned at theArticle R. 214-23 of the Monetary and Financial Code include, in their promotional communications, a statement, clearly highlighted, drawing attention to the authorization they receive and indicating the member states of the European Union, the territorial public authorities or international public bodies in whose values they intend to place or have placed more than 35% of their assets.
"Art. 411-128.-The key information document for the investor is provided free of charge and in good time to the investor, prior to the subscription of the shares or shares of the OPCVM.
"Art. 411-128-1.-The CSAC may provide the key information document for the investor on a sustainable basis within the meaning of section 314-26 or on its site or its management company.
"A paper copy must be provided free of charge to investors who request it.
"An updated version of the key information document for the investor is posted on the OPCVM website or its management company.
"Art. 411-128-2.-The CSAC provides, at their request, the key information document for the investor to persons who market its shares or shares or who provide advice on this CSAP or products exhibiting on the CSAP.
"These persons respect the obligation referred to in section 411-128.
"Art. 411-128-3.-The prospectus is provided free of charge to investors who request it, on a sustainable basis within the meaning of section 314-26 or through a website.
"The latest annual and semi-annual reports of the OPCVM are provided free of charge to investors who request it, in accordance with the terms set out in the prospectus and key information document for the investor.
"A paper copy of the documents referred to in this article must be provided free of charge to investors who request it.
"Art. 411-129.-I. ― Without prejudice to the legislative and regulatory provisions applicable to the provision of the investment advisory service, the management company that markets the shares or shares of the CSAOPs under which it manages comply with the rules of good conduct applicable to the third-party order enforcement service and that which markets the shares or shares of the CSAOPs managed by other entities comply with the rules of good conduct applicable to the receiving service and transmission of orders on behalf of third parties.
"The conditions of application of this section are specified in an instruction by the AMF.
“II. ― The person who sells shares of FCP or shares of SICAV or shares of compartment shall ensure that the investor meets the terms and conditions of subscription referred to in section 411-22.
"When the Portfolio Management Company or the SICAV has entered into a contract to distribute the shares or shares of OPCVM, the contract provides the conditions under which the investor accesses the information documents of the OPCVM.
"III. ― The person who sells on the territory of the French Republic shares of FCP or shares of SICAV or shares of FCP or SICAV compartments whose articles, regulations or other documents intended for the information of the carriers are written in a common language in financial matters other than French, under the conditions provided for in theArticle L. 214-23-1 of the Monetary and Financial Codeparticularly directs this marketing to investors falling within the categories of professional customers referred to inArticle D. 533-11 of the Monetary and Financial Code. In addition, it ensures that the language used is understandable by the investor.
"Art. 411-129-1.-Returns to management fees collected for investments made on behalf of an OPCVM in the shares of an FCP or shares of a SICAV or shares or shares of an investment fund within the meaning ofArticle R. 214-33 of the Monetary and Financial Code must be assigned to the CSAOP:
« 1° Direct payment to the CSAOP;
« 2° Be deducted from the management board from the management company.
"Art. 411-130.-Is prohibited the surrender to the management company or to any other person or fund of management fees or of subscription and redemption commissions for investments made by the said management company on behalf of an OPCVM marketed in the territory of the French Republic, in the shares or shares of an OPCVM or an investment fund, except:
« 1° Expenses and commissions mentioned in the eighth paragraph of Article 314-79;
« 2° Retrocessions benefiting exclusively from the OPCVM;
« 3° Retrocessions paid by the management company of the master UCITS in order to pay a third party to the commercialization of the fed UCITS of this master UCITS;
« 4° Receipts intended to pay a third party charged with the marketing of UCITS or investment funds, when this third party intervenes independently of the management company investing in these UCITS or investment funds.
"Notably, the perception of retrocessions for the benefit of the management society is prohibited:
« 1° Subscribing and redemption commissions as a result of the investment of a UCITS portfolio managed in a UCITS or investment funds;
« 2° A management fee for the investment of the portfolio of a UCITS managed in a UCITS or investment funds.
"Art. 411-131. - Public solicitation for foreign UCITS that have been notified in accordance with provisions of the second paragraph of Article L. 214-1 of the monetary and financial code is subject to the same provisions as those applicable to UCITS under this chapter.
"Art. 411-132.-The provisions of sections 411-126,411-129 to 411-130 apply to the commercialization of the UCITS referred to in sections 411-135 and 412-28.
"Subsection 2
"Specific rules for admission to negotiations
on a regulated market
"Art. 411-133.-May be admitted to negotiations on a regulated market the shares or shares of UCITS whose management objective is based on an index, which are:
« 1° The shares or shares of indicial UCITS governed by theArticle R. 214-22 of the Monetary and Financial Code ;
« 2° The shares or shares of OPCVM whose management objective is to reproduce the evolution of a result obtained by the application to an index meeting the conditions mentioned in I of Article R. 214-22 of the Monetary and Financial Code a mathematical formula called "algorithm";
« 3° The shares or shares of OPCVM mentioned in 1° and 2° when notified in accordance with provisions of the second paragraph of Article L. 214-1 of the monetary and financial code.
"The algorithm depends on one or more data that may vary over time, called "variables".
"The algorithm, index and adjustment conditions of the variables are described in the complete prospectus and fixed under conditions consistent with good public information.
"Art. 411-134.-Where the shares or shares of OPCVM referred to in section 411-133 are admitted to negotiations on a regulated market:
"I. ― The management company shall inform the public:
« 1° Results of the algorithm according to the periodicity provided in the prospectus;
« 2° Any adjustment of the algorithm variables. This information takes place no later than seven working days before the implementation of this adjustment;
« 3° By derogation from 2°, where one or more variables are subject to automatic adjustments that meet objective criteria and a periodicity provided for in the complete prospectus, the public is informed of these adjustments no later than seven working days after the implementation of these adjustments.
"The management company ensures the effective and complete dissemination of the information mentioned in 1°, 2° and 3°. She puts them online on her website.
“II. ― The OPCVM prospectus referred to in section 411-133 also includes information specific to admission to negotiations on a regulated market, as specified by an AMF instruction.
"The prospectus is made public no later than the day on which the notice of the market company announces the admission to the negotiations of the shares or shares of the UCITS.
"The prospectus must be effectively disseminated in one of the following forms:
« 1° Publication of the key information document for the investor in at least one national economic and financial information daily;
« 2° Provision of prospectus free of charge to the headquarters of the management company and to the establishments designated by it, and publication of a summary of the prospectus, in the same manner as at 1° of II, or of a communiqué, whose management company ensures the effective and integral diffusion, which specifies the terms and conditions of the disposition.
"A copy of the flyer is sent to any person who makes the request and the electronic version of the flyer is posted on the management company's website and sent to the AMF for the purpose of posting on its site.
"III. ― Planned accounting recordsArticle L. 214-17 of the Monetary and Financial Code are published in accordance with the terms and conditions set out in an AMF instruction.
"Subsection 3
« Centralizing correspondent
"Art. 411-135.-The foreign law UCITS that has been notified in accordance with provisions of the second paragraph of Article L. 214-1 of the monetary and financial code means one or more correspondents, including a focal point, established in France under the conditions established by an AMF instruction.
"The correspondent(s) must belong to one of the categories referred to in Article 1 of the Order of September 6, 1989.
"The focal point and, where applicable, other correspondents are contractually responsible for the following financial services:
« 1° Processing applications for subscription and redemption;
« 2° Payment of coupons and dividends;
« 3° Provision of information documents to investors;
« 4° Particular information of porters in cases provided for by an AMF instruction.
"When the OPCVM is not admitted to the operations of the Central Depositary in France, the Centralizing Correspondent may be in charge of the only function set out in the 3°, with the charge of controlling that the tasks listed in the 1°, 2° and 4° are well executed.
"The focal point is responsible for the annual fixed fee, in accordance with theArticle L. 621-5-3 of the Monetary and Financial Code.
“Section 8
« Passport
"Art. 411-136.-In view of its commercialization in other EU Member States, a French OPCVM benefiting from the procedure for mutual recognition of the approvals provided for in Directive 2009/65/ CE of 13 July 2009 shall forward to the AMF a notification letter.
"The terms and conditions for the transmission of this notification letter, its content and the documents relating to the CSA OPC that must be attached to it are specified by an instruction from the FMA.
"The CSA or its management company shall ensure that an electronic copy of each document attached to the notification letter is available on the website of the management company or another website indicated by the CSA or its management company in the notification letter or in its updates. Any document made available on a website is provided in a current electronic format.
"The OPCVM or its management company ensures access to the OPCVM host state on the website.
"Art. 411-137.-The AMF ensures that the application file for marketing authorization composed of the notification letter and the information documents of the CSA OPC, transmitted by it, is complete.
"The AMF then forwards this file to the competent authorities of (s) Member State (s) in the (s) which (s) OPCVM proposes to market its shares or shares, no later than ten working days after the date of receipt of the said file.
"The AMF encloses an attestation certifying that the CSAP meets the conditions imposed by Directive 2009/65/EC of 13 July 2009.
"After the file is transmitted, the AMF shall promptly notify OPCVM.
"The management company may market the shares or shares of the said UCITS in the host Member State from the date of this notification.
"The notification letter is provided to the AMF in French and in the language required by the regulations of the host State.
"The certificate of conformity is written in French or in a standard language in financial matters other than French as well as in the official language of the State where the OPCVM will be marketed, if the regulation of the said State so requires.
"Art. 411-138.-I. ― The CSA OPC that markets its shares or shares in another Member State shall provide investors in the territory of that Member State with all the information and documents that it is required to provide to French investors in accordance with theArticle L. 214-23-1 of the Monetary and Financial Code.
"This information and documents are provided to investors in accordance with the following provisions:
“(a) Without prejudice to the provisions of section 5 of this chapter, such information or documents shall be provided to investors in accordance with the legislative, regulatory and administrative provisions of the host Member State of the CSAOP;
“(b) The key information document for the investor is translated into the official language or in one of the official languages of the host State of the OPCVM or in a language accepted by the competent authorities of that Member State;
"(c) Other information and documents are translated, at the option of the OPCVM, in the official language or in one of the official languages of the host State of the OPCVM, in a language accepted by the competent authorities of that Member State or in a standard language in the international financial sphere; and
"(d) Translations of information and documents under b and c are provided under the responsibility of OPCVM and are a faithful reflection of the original information.
“II. – The requirements set out in I also apply to all changes in the information and documents referred to in this paragraph.
"III. ― The frequency of publication, the price of issuance, sale, redemption or refund of the shares or shares of the CSAC is in accordance with section 411-123.
“Chapter II
Other UCITS
"Art. 412-1.-Submitted to the provisions of this chapter all securities collective investment organizations (CSAs) governed by subsection 2 of chapter IV, section 1, title I, of Book II of the Monetary and Financial Code, as well as their portfolio and depositary management company.
“Section 1
“Common provisions
"Art. 412-2.-The provisions of section 2, subsections 1.2 and 4 of section 3, section 4, section 6, and subsections 1 and 2 of section 7 of this heading are applicable to the UCITS of this chapter.
"Do not fall within the provisions of this section the contractual UCITS defined in theArticle L. 214-36 of the monetary and financial code, the mutual funds of contractual risk investment defined in Article L. 214-37 of the same code, the mutual funds of risk investment benefiting from a relief procedure defined in Article L. 214-38 of the same code and the UCITS benefiting from a relief procedure defined in Article L. 214-35 of the same code in its earlier drafting Act No. 2003-706 of 1 August 2003.
"Art. 412-2-1.-I. ― The provisions of section 411-125 shall not apply to UCITS that reserve the subscription or acquisition of their shares or shares pursuant to theArticle L. 214-25 of the Monetary and Financial Code.
“II. ― By derogation from the provisions of section 411-21, the redemption of shares of a UCITS that reserves the subscription or acquisition of its shares or shares under theArticle L. 214-25 of the Monetary and Financial Code is suspended when its assets become less than 160,000 euros.
"III. ― By derogation from the provisions of section 412-2, UCITS that reserve the subscription or acquisition of their shares or shares under theArticle L. 214-25 of the Monetary and Financial Code may only establish a prospectus whose content is specified by an instruction, subject to the unanimous agreement of their direct or indirect carriers.
"For the purposes of sections 411-128 to 411-128-3, the reference to the key information document for the investor is replaced by the reference to the prospectus.
"Art. 412-2-2.-Invest funds within the meaning ofArticle R. 214-33 of the Monetary and Financial Code continuously meet the following criteria:
« 1° Their holders have real, opposable rights on their assets;
« 2° Their assets are retained, within the meaning of section 323-2, in a manner distinct from the assets of the Conservative and its agents;
« 3° They disseminate regular and adequate information and, in particular, their shares or shares are subject to appropriate valuation on at least monthly basis and are subject to a legal obligation to audit or certification at least annually of the accounts;
« 4° They are not domiciled in non-cooperative countries or territories as identified by the FATF.
"Art. 412-2-3.-By derogation from the provisions of section 411-106, the CSAPs governed by this subsection existing as of July 1, 2011 may not establish a key information document for the investor provided that they are unable to receive new subscriptions after July 1, 2013.
"Subsection 1
« Mergers and scissions
"Art. 412-3.-The provisions of this subsection apply to OPCVM scissions and mergers of OPCVM other than those governed by subsection 3 of chapter I, section 3, of heading I of this book.
"Art. 412-4. -SICAV or FCP can merge with any SICAV or any FCP.
"A SICAV can merge with any other company.
"Any OPCVM can be split.
"The rules of this section shall apply, if any, to the intake of compartments and to operations involving several compartments of the same UCITS.
"Art. 412-5.-Any merger, melting, splitting, splitting or absorption project involving one or more OPCVMs or one or more compartments of an OPCVM is decided by the Board of Directors or the SICAV Executive or by the FCP Management Company. It is subject to the prior approval of the AMF, under the conditions set out in Chapter I, Section 1.
"The merger or splitting project specifies, as the case may be, the name, head office and the registration number in the trade register and the companies of the SICAV concerned and the name of the FCP(s) and the name, head office and registration number in the trade register of the (or) management corporation(s).
"It also specifies the reasons, objectives and conditions of the operation. He mentions the date on which the extraordinary general assemblies of the SICAV concerned will be led to decide on the exchange parities of shares and shares.
"Art. 412-6.-When the CSAOP is managed by a portfolio management company, the legal costs of consulting or administrative services associated with the preparation and realization of the merger are not charged to the absorbed CSAOP, or to the absorbing CSAOP or their carriers.
"Art. 412-7.-By derogation from Article 412-5, the split decided in accordance with the second paragraph of Article L. 214-7-4 or second paragraph of Article L. 214-8-7 of the Monetary and Financial Code is not subject to the prior approval of the AMF, but is declared to it without delay.
“This statement includes the following information:
« 1° Report issued to bearers referred to in Articles D. 214-5 and D. 214-8 of the Monetary and Financial Code ;
« 2° The list of assets transferred to the CSAOP governed by subsection 4 of subsection 2 of section 4 of this chapter.
"Art. 412-8.-The project is filed at the office of the commercial court of the headquarters of the companies concerned. Not later than eight days after that date, the auditors shall prepare a supplementary report on the final conditions of the transaction.
"The board of directors or the board of directors of each of the companies concerned shall communicate the project to the auditors of each company or of each CPF concerned at least forty-five days before the Extraordinary General Meetings of the SICAV on the operation, or the date fixed by the board of directors or the board of the management company of the CPF concerned. The transaction is carried out by the boards of directors or directors of the SICAV concerned, or their agents, as well as, where appropriate, by the management companies of the FCPs, under the supervision of the respective auditors of the UCITS concerned. The reports of the auditors on the terms and conditions of the operation shall be made available to bearers no later than fifteen days before the date of the extraordinary general assemblies or, in the case of the FCPs, by the (or) management company (s).
"The creditors of the UCITS participating in the merger transaction and whose receivable is prior to the advertisement given to the merger project may file opposition to the merger project, for the SICAV, within thirty days of the publication of the notice in a newspaper authorized to receive legal announcements in the Department of the SICAV headquarters, and, for the FCPs, within fifteen days of the scheduled date for the operation. At the latest, within eight days of the completion of the transaction, the auditors shall prepare a supplementary report on the final conditions of the transaction.
"Art. 412-9.-Section 412-8 does not apply to the splitting of a CPF decided under the second paragraph of Article L. 214-8-7 of the Monetary and Financial Code.
"Art. 412-10.-The obligation to redeem or issue shares and shares may terminate by decision either of the board of directors or of the board of directors of the SICAV, or of the management company of the FCP, not more than fifteen days before the scheduled date for the operation. The statutes of SICAV resulting from the operations mentioned in Article 411-15 are signed by their legal representatives. The CPF regulation is established by the Portfolio Management Corporation and the Depositary.
"The carriers have a period of three months to obtain, without charge, the redemption of their shares or shares.
"Art. 412-11.-The carriers who would not be entitled, given the parity of exchange, to a whole number of shares or shares may obtain the refund of the breach or pay in cash the necessary complement to the allocation of an action or a whole share. These refunds or payments will not be reduced or increased by the costs and commissions of redemption or subscription.
"Subsection 2
"OcCVM masters or nurses
"Art. 412-12.-When the master CSA is not subject to Section 1 of Chapter IV of Title I of Book II of the monetary and financial code, the approval of the nourishing CSAOP can only be issued if the master CSAOP is subject to the control of a foreign authority with which the AMF has entered into an agreement for the exchange of information and assistance adapted to the monitoring of the UCITS21 Accreditation of the NMCO requires the authorization to commercialize in France of the Master CSA OPC.
“Paragraph 1
"Information Exchange Convention
between master and nurse OPCVM or rules of internal conduct
"Art. 412-13.-The NMOP or the Portfolio Management Corporation that represents it concludes an information exchange agreement with the Master CSA or the Portfolio Management Corporation that represents the latter pursuant to which the Master CSA provides to the MVOP all the documents and information necessary to ensure that the latter is able to meet its regulatory obligations.
"The content of this agreement is specified by an instruction from the AMF.
"Art. 412-14.-When the master CSA and the nursing CSA are managed by the same portfolio management company, the agreement may be replaced by internal rules of conduct ensuring compliance with the requirements set out in this section. The internal rules of conduct of the portfolio management company provide appropriate measures to limit conflicts of interest that may arise between the feeder CSA and the master CSA, or between the feeder CSA and other holders of the master CSA, provided that this risk is not sufficiently covered by the measures taken by the portfolio management company to prevent conflicts of interest from affecting its clientsArticle L. 533-10 (3°) of the monetary and financial code.
"The content of these rules of conduct is specified by an AMF instruction.
"Art. 412-15.-The master UCITS and the fed CSA take appropriate measures to coordinate the schedule of calculation and publication of their net inventory value, in order to deviate the possibilities of arbitration transactions on their shares between the book value and the market value.
“Paragraph 2
“Convention between depositaries
"Art. 412-16.-Previously to the approval of the NAVCO and to the investment by the latter in the shares or shares of the Master CSA OPC, the custodians of master and nurse UCITS conclude an information exchange agreement in order to ensure the proper termination of the obligations of the two depositaries.
"This agreement must allow the custodians of the master and nurse UCITS to receive all the documents and information useful to the exercise of their missions.
"The content of this agreement is specified in an AMF instruction.
"Art. 412-17.-When the master OPCVM or the nursed OPCVM is established in a foreign state, the information exchange agreement between the depositaries must include the same forecasts as the information exchange agreement between the master OPCVM and the nursed OPCVM in respect of law applicable to the contract and jurisdictional jurisdiction.
« Among the irregularities mentioned in II of Article L. 214-22-2 of the Monetary and Financial Code that the custodian of the master CSAO detects in the performance of his duties and that may have a negative impact on the feeder CSAOP are, in a non-limitative manner:
“(a) Errors in calculating the net inventory value of the Master CSA;
“(b) Mistakes made in transactions carried out by the MTSO to purchase, subscribe or request the redemption or repayment of shares of the MTSO master, or in the settlement of such transactions;
"(c) errors made in the payment or capitalization of income from the Master CSA, or in the calculation of deductions to the relevant source;
"(d) Failures found in relation to the objectives, policy or investment strategy of the Master CSAP as described in its regulations or statutes, prospectus or, where applicable, key information document for the investor;
“e) Offences to investment and borrowing limits established by the regulation or regulation of the fund or the statutes of the SICAV, its prospectus or, where applicable, the key information document for the investor.
“Paragraph 3
“Agreement between the auditors
master and nurse OPCVM
"Art. 412-18.-Previously to the approval of a nursed UCITS, the persons responsible for the legal control of the accounts of the master and nurse UCITS enter into an information exchange agreement to allow the auditors of the master and nurse OPCVM to receive all the documents and information necessary for the exercise of their missions.
"The content of this agreement is specified by an instruction from the AMF.
"In its audit report, the auditor of the CSA Nursing Authority takes into account the audit report of the CSA Master.
"If the NAVCO and the Master CSAOP have different accounting exercises, the Auditor of the Master CSAOP shall prepare an ad hoc report on the closing date of the NAVCO.
"The Chief Accounts Commissioner of the NAVCO establishes, among other things, a report on any irregularity reported in the audit report of the Master CSA OPC and its impact on the NMOP.
"When the master OPCVM is established in a foreign state, the exchange of information agreement between the auditors of the master OPCVM and the nursed OPCVM shall contain the same forecasts in respect of applicable law and jurisdiction as the agreement between the master and nurse OPCVMs and, where applicable, the agreement between the depositaries.
“Paragraph 4
« Fees
"Art. 412-19.-Where, in connection with an investment in the shares of a master UCITS, a distribution fee, a commission or other monetary benefit are paid to the feeder UCITS, its portfolio management company or to any person acting on behalf of the owner or its portfolio management company, that royalty, commission or other monetary benefit are paid to the feeder assets of the CSA.
"Art. 412-20.-The master UCITS does not charge any subscription fees or redemption fees for the acquisition or redemption of its shares by the nursed UCITS.
“Paragraph 5
« Information
"Art. 412-21.-The Master CSA OPC ensures that all information required under applicable laws and regulations, by-laws or by-laws is made available in a timely manner at the disposal of the NAVCO, or, where appropriate, its portfolio management company, as well as the AMF, the depositary and the auditor of the NAVCO.
"Art. 412-22.-I. ― The feeder CSA prospectus states that:
“(a) This is the feeder of a given master OPCVM and that the assets of the latter are invested in all and permanently in shares or shares of a single so-called master OPCVM and as an accessory in deposits held in the strict limit of the needs related to the management of the flow of the CSAOP. Where applicable, the prospectus also states that the NMVCO may enter into the financial contracts referred to in theArticle L. 214-20 of the Monetary and Financial Code ;
“(b) The objective and the investment policy, as well as the risk profile of the NAVCO, and information as to whether the performance of the NAVCO and the Master CSA are identical, or to what extent and why they differ. The prospectus also contains a description of the assets other than the shares or shares of the master UCITS, in which the assets of the feeder CSA may be invested;
"(c) A brief description of the master OPCVM, its organization as well as its objective and investment policy, including its risk profile and an indication of how it is possible to obtain the prospectus of the master OPCVM;
"(d) A summary of the agreement between the MTSP and the Master MTSP or the internal rules of conduct established in accordance with theArticle L. 214-22-1 of the Monetary and Financial Code ;
“e) How carriers can obtain additional information on the Master CSA OPC and the above-mentioned agreement between the Feeding CSA and the Master CSA OPC;
“(f) A description of the cost compensations and reimbursements due by the CSAF to be provided for its investment in shares or shares of the Master CSAF, as well as a description of the total costs of the feeder CSA and the Master CSAF;
“(g) A description of the tax consequences of the investment in the shares or shares of the master CSAP for the fed CSA.
“II. ― The annual report of the NAVCO mentions the information specified by an AMF instruction as well as the total costs of the NVMOP and the Master CSA.
"The annual and semi-annual reports of the NAVCO indicate how it is possible to obtain the annual and semi-annual reports of the Master CSA OPC.
"In addition to the requirements set out in sections 411-111,411-120 and 411-122, the CSA-approved feeder CSA sends the prospectus, the key information document for the investor, and, where applicable, all the modifications made to it, as well as the annual and semi-annual reports of the Master CSAOP.
"A nursed UCITS indicates in all of its advertising communications concerned that it permanently invests all of its assets in shares or shares of a single so-called master OPCVM and as an accessory in deposits held in the strict limit of the needs related to the management of the flow of the UCITS and, where applicable, that it may enter into financial contracts.
"The NAVCO provides free, on request, investors with a hard copy of the prospectus and annual and semi-annual reports of the Master CSA OPC.
“Paragraph 6
" Conversion of existing UCITS
in OPCVM nurture and change of master OPCVM
"Art. 412-23.-I. ― An OPCVM that becomes nourished by a master OPCVM, or a feeding OPCVM that changes master OPCVM provides the following information to its carriers:
« 1° A statement indicating that the AMF has approved the investment of the latter in shares or shares of the said master OPCVM;
« 2° The prospectus or, where applicable, the key information document for the investor referred to in section 411-106 of the NMVOC and the Master CSAP;
« 3° The date on which the NAVCO is to begin investing in the Master CSA or, if its assets are already invested, the date on which more than 20% of its assets will be invested in the shares or shares of this CSAOP.
“II. ― General purpose OPCVMs under subsection 1 of section 2, approved UCITS reserved for certain investors under section 3 and joint investment funds and SICAV of employee shareholding under section 5 of this chapter provide to their carriers a statement that they have the right to request, within thirty days, the redemption or repayment of their shares or shares, without any other costs this right shall take effect from the time the fed CSA has provided the information referred to in this section.
"This information is provided at least 30 days prior to the date on which the CSAF is to begin investing in the Master CSAP or, if its assets are already invested, the date on which more than 20% of its assets will be invested in the shares or shares of this CSAP.
“Paragraph 7
« Fusions et scissions de l'OPCVM maître
"Art. 412-24.-When merging, melting, splitting, splitting or absorption operations involve a master OPCVM, the modification they involve for the fed CSA is subject to the approval of the AMF.
"The refusal of approval of the change in respect of the fostered CSA(s) leads to the dissolution of these unless they invest their assets in another master UCITS, no later than the day of the finalization of the aforementioned operations.
"The carriers of a nursed UCITS benefit from the same information and free-to-charge exit possibilities as provided by an AMF instruction for the carriers of OPCVM in the event of merger, merger, split, absorption and, more generally, those offered to the holders of the master CSA OPC.
"Art. 412-25.-When the NMVOC switches from master CSA OPC or converts to non-nursed CSA OPC, it may redeem or repay all its shares or shares of the master CSA OPC before the merger or division of the master CSA takes effect.
"Art. 412-26.-When the NAVCO is a general purpose OPCVM under subsection 1 of section 2, a CSA OPC reserved for certain investors under section 3, a joint venture investment fund or an employee shareholder SICAV under section 5 of this chapter, and that it changes from MVOPs that are masterful of liquidation, merger or division of
"Art. 412-27.-The winding-up of a master UCITS leads to the liquidation of the CSA that is fed unless before the winding-up is completed, the latter invests in another master UCITS or becomes a non-nursed UCITS.
"This investment is subject to the prior approval of the AMF.
"The carriers of shares or shares of the NAVCO benefit from the same information and protection as those provided for holders of shares or shares of NAVCO in the event of liquidation as well as, more generally, those offered to holders of shares or shares of the MSFOP.
"The procedure to be followed in the event of the liquidation of a master UCITS is specified by an instruction from the AMF.
"Subsection 3
« Commercialization in the Territory
of the French Republic of foreign UCITS
"Art. 412-28.-For the purpose of marketing either of OPCVM originating from a non-member State of the European Union, or of OPCVM originating from other EU Member States, but not benefiting from the mutual recognition of the approvals provided for in Directive 2009/65/ CE of 13 July 2009, a dossier is submitted for prior authorization to the AMF, under the conditions established by an instruction of the AMF.
"This instruction specifies the procedure and the information to be transmitted following the marketing authorization.
"Art. 412-29.-.
“Section 2
"OPCVM for any subscriber
"Subsection 1
"OPCVM General Purpose
"Art. 412-30.-The provisions of Chapter I, section 1, of this heading are applicable to general purpose UCITS defined in theArticle L. 214-27 of the Monetary and Financial Code.
"The deadlines mentioned in sections 411-6 and 411-10 are reduced to eight working days for the so-called dedicated OPCVMs mentioned in theArticle L. 214-25 of the Monetary and Financial Code and, where appropriate, their compartments.
"Subsection 2
“Common Risk Investment Funds
"Art. 412-31. -The provisions of Chapter I, section 1, of this title apply to the joint venture investment funds (RBFs) governed by theArticle L. 214-28 of the Monetary and Financial Code including mutual funds for investments in innovation (FCPI) governed by Article L. 214-30 of the same code and the local investment funds (FIP) governed by Article L. 214-31 of the same code, with the exception of the provisions of the second to fifth paragraphs of I and II of Article 411-10 and Articles 411-16 and 411-20.
"By derogation from section 412-2, sections 411-128 to 411-128-3 do not apply to the RPFs governed by this subsection.
"These funds are also subject to the following provisions.
“Paragraph 1
“Constitution and approval
"Art. 412-32.-The approval of a FCPR and, if applicable, of each compartment shall be subject to the pre-filing of the AMF file with the elements specified by an AMF instruction.
"The silence kept by the AMF for a period of one month from the AMF's acknowledgement of receipt of the application is a decision of approval.
"The licence term is reduced to eight working days for the so-called dedicated CFPRs referred to in theArticle L. 214-25 of the Monetary and Financial Code and, where appropriate, their compartments.
"When the AMF asks for additional information that requires in return the sending by the portfolio management company of a supplementary information sheet, the AMF shall notify the AMF in writing, stating that the requested information must be provided within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This acknowledgement of receipt mentions a new period of approval which cannot exceed the one mentioned in the second paragraph.
"Art. 412-32-1.-The regulations of the FCPR may provide for categories of shares giving different rights to the net assets or the products of the FCPR.
"Art. 412-33.-The regulations of the FCPR specify the rights attached to the different categories of shares, the direction of its management, the rules that the Portfolio Management Corporation observes in the case that the FCPR reserves the opportunity to intervene in acquisitions or transfers of securities involving portfolios managed or advised by that Portfolio Management Company or related companies.
"An instruction from the AMF specifies the content of the sections of the regulations of the FCPR.
"Art. 412-34.-The shareholders of a feeder RPF who permanently invests all of its assets in a RPF are explicitly informed of the specific rules applicable to this type of feeder fund.
"The terms of this information are specified in an AMF instruction.
“Paragraph 2
« Operating rules
"Art. 412-35. -An instruction from the AMF defines the conditions under which the AMF issues accreditation during mutations affecting a FCPR. The licence term is eight working days.
"Art. 412-36.-The FCPR may make or receive in-kind contributions other than those mentioned in section 411-23. When the contribution is made between an RPF and an enterprise related to the fund management company or between several RPFs managed by the same portfolio management company, these contributions may not relate to capital or debt securities held for more than 12 months. These contributions are assessed under the conditions set out in the regulations of the FCPR.
"Art. 412-37.-A FCPR, a FCPI or an FIP can only be merged with another FCPR, FCPI or FIP respectively.
"Art. 412-38.-In the event of a merger, amalgamation, splitting or absorption of one or more FCPR or one or more CFPR compartments, the holders of shares of FCPR shall have a period of three months to obtain, without charge, the redemption of their shares.
"This faculty does not apply to holders of shares of FCPR during the period referred to in the VII of Article L. 214-28 of the Monetary and Financial Code.
"Art. 412-39.-When a FCPR issues different shares, the liquidative value of each type of share, issued at the first total or partial release of their subscription price or at subsequent release, is obtained by dividing the share of the net asset corresponding to the type of share concerned by the number of shares whose characteristics are identical. The calculation methods are explained in the information notice and the regulations of the FCPR.
"Art. 412-40.-The net amount of fees paid by the Portfolio Management Corporation on the basis of advisory benefits provided to companies with an RPF holding securities leads to a decrease, on the basis of the inmate interest, of the commission to which the Portfolio Management Corporation is entitled under the management of that fund.
"An instruction from the AMF specifies the conditions for the application of this section.
“Paragraph 3
“Public information
"Art. 412-41.-The prospectus of the FCPR is composed of the regulations of the FCPR, the content of which, in particular for information relating to costs, is determined by an instruction of the AMF.
"When the regulation of a FCPR provides for the allocation of shares of surplus-values under the conditions fixed to fourth and fifth paragraphs of Article R. 214-44 of the Monetary and Financial Code, the regulation must present the characteristics of these shares, the risk taken by their carriers and the nature of these carriers as long as they are not only the portfolio management company, its executives and its employees.
"Art. 412-42.-The FCPR regulations may provide that the FCPR publishes its liquidative value only at least twice a year.
"Art. 412-43.-
“Section 3
"Accredited UCITS for selected investors
"Subsection 1
"POCVM with reduced investment rules
of the Articles R. 214-83 to R. 214-85 of the Monetary and Financial Code
"Art. 412-44. -The provisions of section 1 of Chapter I of this Title apply to a reduced investment rules UCITS that fall within the scope of Articles R. 214-83 to R. 214-85 of the Monetary and Financial Code.
"The deadlines mentioned in sections 411-6 and 411-10 are reduced to eight working days for the so-called dedicated OPCVMs mentioned in theArticle L. 214-25 of the Monetary and Financial Code and, where appropriate, their compartments.
"The provisions of the second and third paragraphs of section 411-123 are not applicable to the MOPs governed by this subsection.
"These UCITS are also subject to the following provisions.
“Paragraph 1
" Subscription and Acquisition Conditions
"Art. 412-45.-Subscription and acquisition of shares or shares of UCITS under this subsection are reserved:
« 1° To investors mentioned to first paragraph of Article L. 214-33 of the Monetary and Financial Code ;
« 2° To the State, or in the case of a federal state, to one or more members of the federation;
« 3° At the European Central Bank, the central banks, the World Bank, the International Monetary Fund, the European Investment Bank;
« 4° To investors whose initial subscription is at least 10,000 euros and who have occupied for at least one year, in the financial sector, a professional position that has allowed them to acquire a knowledge of the strategy implemented by the UCITS that they intend to subscribe;
« 5° To companies meeting two of the following three criteria during the last fiscal year:
“(a) Total social balance exceeding 20,000 euros;
“(b) Business figures above 40,000 euros;
"(c) Capitaux propre supérieure à 2 000 000 d'euro ;
« 6° To investors whose initial subscription is at least 10,000 euros and who hold, for a total value greater than or equal to 1,000 000 euros, deposits, life insurance products or a portfolio of financial instruments;
« 7° To investors whose initial subscription is greater than or equal to 125,000 euros.
"Art. 412-46.-When the subscription or acquisition of shares or shares of OPCVM governed by this subsection is carried out by a non-resident in France on the occasion of an act of commercialization abroad, the investors to whom the subscription or acquisition of these UCITS is reserved and the conditions under which they may waive the benefit of the obligation of advice are governed by the Stateisation by
"Art. 412-47.-Any direct or indirect solicitation for the subscription or acquisition of a UCITS under this subsection shall be accompanied by a warning that the subscription or acquisition of the shares or shares of that UCITSO, directly or by interposed person, is reserved for investors referred to in section 412-45. This warning also recalls that this is a UCITS that can adopt derogatory investment rules.
"Art. 412-48.-The investor acknowledges in writing, at the time of the first subscription or acquisition, that it has been notified that the subscription or acquisition of the shares or shares of the OPCVM, directly or by interposed person, is reserved for investors referred to in section 412-45.
"Art. 412-49.-The depositary, or the person designated by the CSA prospectus, shall ensure that the criteria relating to the capacity of subscribers or acquirers have been met and that they have received the information required under sections 412-47 and 411-128. It also ensures the existence of the written declaration referred to in section 412-48.
"Art. 412-50.-The CSA's prospectus may provide, between the date of centralization of the order of subscription or redemption and the date of delivery or settlement of shares or shares by the conservative account content of the CSA's shares, a period that cannot exceed:
« 1° Fifteen days when the liquidative value is established daily;
« 2° Sixty days when the liquidative value is not daily.
"The prospectus shall indicate the date of centralization of the order of subscription and redemption of the shares or shares of the CSAOP, the date of establishment of the liquidative value and the date on which it will, at the latest, be calculated and published.
"The calculation date and the release date of the liquidative value are concurrent.
"Art. 412-51.-The UCITS management board governed by this subsection may include a variable share acquired from the first euro of performance. The terms and conditions for the calculation and payment of this commission are specified in the prospectus.
"Art. 412-52.-By derogation from section 412-2, the CSAC governed by this subsection only sets out a prospectus whose content is specified by an instruction from the AMF.
"For the purposes of sections 411-128 to 411-128-3, the reference to the key information document for the investor is replaced by the reference to the prospectus.
“Paragraph 2
« Liquid value
"Art. 412-53.-The CSAO prospectus provides for a publication at least monthly of its liquidative value.
“Paragraph 3
"Global risk calculation
"Art. 412-54.-I. ― By derogation from Article 411-76 III, where the CSAP governed by this subsection uses the possibility provided for in this section III of Article R. 214-85 of the Monetary and Financial Code uses the method of calculating the commitment, taking into account these temporary cash borrowing agreements in calculating the overall risk.
“II. ― By derogation from Article 411-78, Part II, where the CSAOP governed by this subsection uses the possibility provided for in III of Article R. 214-85 of the Monetary and Financial Code, the maximum risk value it can achieve is limited to 30% of the market value of its net assets.
"Subsection 2
"OPCVM of alternative funds
"Art. 412-55.-The provisions of Section 1 of Chapter I of this Title are applicable to MOPs in alternative funds under the headingArticle R. 214-86 of the Monetary and Financial Code.
"The deadlines mentioned in sections 411-6 and 411-10 are reduced to eight working days for the so-called dedicated OPCVMs mentioned in theArticle L. 214-25 of the Monetary and Financial Code and, where appropriate, their compartments.
"The CSA-based investment rules of alternative funds under theArticle R. 214-86 of the Monetary and Financial Code are not subject to the provisions of the second and third paragraphs of Article 411-123.
"These UCITS are also subject to the following provisions.
“Paragraph 1
" Subscription and Acquisition Conditions
"Art. 412-56.-Subscription and acquisition of shares or shares of the UCITS under this subsection are reserved:
« 1° To investors mentioned to first paragraph of Article L. 214-33 of the Monetary and Financial Code ;
« 2° To the State, or in the case of a federal state, to one or more members of the federation;
« 3° At the European Central Bank, the central banks, the World Bank, the International Monetary Fund, the European Investment Bank;
« 4° To companies meeting two of the following three criteria during the last fiscal year:
“(a) Total social balance exceeding 20,000 euros;
“(b) Business figures above 40,000 euros;
"(c) Capitaux propre supérieure à 2 000 000 d'euro ;
« 5° Investors whose initial subscription is greater than or equal to 10,000 euros when the UCITS does not guarantee the capital subscribed;
« 6° To any investor where the UCITS guarantees the capital subscribed and benefits itself from a guarantee, or benefits its holders of a guarantee.
"Art. 412-57.-When the subscription or acquisition of shares or shares of alternative funds UCITS is carried out by a non-resident in France on the occasion of an act of marketing abroad, the investors to whom the subscription or acquisition of UCITS is reserved and the conditions under which they may waive the benefit of the obligation of advice are governed by the right of marketing
"Art. 412-58.-Any direct or indirect solicitation for the subscription or acquisition of an alternative funds UCITS is accompanied by a warning that the subscription or acquisition of the shares or shares of these UCITS, directly or by interposed person, is reserved for investors referred to in section 412-56. This warning also recalls that this is a UCITS that can adopt derogatory investment rules.
"Art. 412-59.-The investor acknowledges in writing, at the time of the first subscription or acquisition, that it has been notified that the subscription or acquisition of shares or shares of the CSAC of alternative funds, directly or by interposed person, is reserved for investors referred to in section 412-56.
"Art. 412-60.-The depositary, or the person designated by the prospectus of the CSA alternative funds, shall ensure that the criteria relating to the capacity of subscribers or acquirers have been met and that they have received the information required under sections 412-58 and 411-128. It also ensures the existence of the written declaration referred to in section 412-59.
"Art. 412-61.-The CSA's prospectus may provide, between the date of centralization of the order of subscription or redemption and the date of delivery or settlement of shares or shares by the conservative account content of the CSA's shares, a time limit that cannot exceed:
« 1° Fifteen days when the liquidative value is established daily;
« 2° Sixty days when the liquidative value is not daily.
"The prospectus shall indicate the date of centralization of the order of subscription and redemption of the shares or shares of the CSAOP, the date of establishment of the liquidative value and the date on which it will, at the latest, be calculated and published.
"The calculation date and the release date of the liquidative value are concurrent.
"Art. 412-62.-The management commission for the UCITS of alternative funds can include a variable share acquired from the first euro of performance. The terms and conditions for the calculation and payment of this commission are specified in the prospectus.
“Paragraph 2
« Liquid value
"Art. 412-63.-The CSA's prospectus of alternative funds provides for a publication at least monthly of its liquidative value.
“Section 4
"OPCVMs declared reserved for certain investors
"Subsection 1
« Declaration
"Art. 412-64.-The reporting obligation under theArticle L. 214-35 of the monetary and financial code is satisfied by the filing with the AMF of a file containing the elements specified by an AMF instruction. This declaration shall be made within the month following the establishment of the certificate or certificate of deposit of the CSAOP or a compartment referred to in sections 411-8 and 411-12.
"An acknowledgement of receipt of the statement shall be sent within eight working days of receipt.
"Subsection 2
"contracting OPCVM
"Art. 412-65.-The contractual UCITS governed by Articles L. 214-36 to L. 214-36-5 of the monetary and financial code are subject to the provisions of this subsection.
“Paragraph 1
“Constitution
"Art. 412-66.-The compendium of subscriptions can only be made after the preparation of the OPCVM prospectus. The prospectus is given to subscribers prior to the subscription or acquisition of shares or shares.
"Art. 412-67.-The prospectus is composed of the following documents whose entries are specified by an instruction of the AMF:
« 1° A detailed note mentioning the identity of the Portfolio Management Company and the Depositary and specifying the investment and operating rules of the CSAO as well as all the terms and conditions of direct and indirect remuneration of the Portfolio Management Company and the Depositary;
« 2° The regulations or statutes of the CSAOP.
"Art. 412-68.-The prospectus explicitly states that it is a contractual OPCVM not subject to the approval of the AMF.
"Art. 412-69.-The provisions of Articles 411-4,411-5, the first paragraph of Article 411-12, Articles 411-13 and 411-22 shall apply.
“Paragraph 2
“Terms of operation
"Art. 412-70.-The AMF may exercise in respect of any person who distributes contractual UCITS the prerogatives referred to in section 314-30.
"Promotional communications relating to contractual UCITS or compartments must mention the existence of a prospectus and the place where it is made available to the investor.
"Art. 412-71.-The contractual UCITS management board may include a variable share acquired from the first euro of performance. The calculation and payment methods are specified in the prospectus.
"Art. 412-72.-The provisions of sections 411-125 and 411-129 to 411-130 shall apply.
"The provisions of section 412-6 apply to the merger of the contractual CSAS unless its regulations or statutes provide that the costs generated by the merger transaction may be charged to the CSAS.
"Art. 412-73.-The terms and times of calculation of the liquidative value are adapted to the nature of the financial instruments, contracts, values and deposits held by the CSAOP. However, the full prospectus of the CSAP provides that it establishes and publishes its liquidative value at least quarterly.
"Art. 412-74. -The transformation, fusion, splitting or liquidation of a contractual UCITS shall be notified to the AMF within a maximum period of one month after its implementation in accordance with the terms defined by an AMF instruction.
"The amendment comes into force not earlier than three working days after the effective dissemination of information to the CSA OPC carriers.
"In the event of a change in the prospectus, the SICAV or the Portfolio Management Corporation shall, in the manner specified by an AMF instruction, transmit an updated prospectus no later than the effective date of the amendment. The transmission of the prospectus does not exonerate the SICAV or the portfolio management company from the seizure, if any, necessary changes in the GECO database.
"Art. 412-75.-The provisions of Article 411-21 shall apply.
“Paragraph 3
“Subscription, acquisition, redemption and disposal
"Art. 412-76.-The shares of FCP and the shares of SICAV are issued at the request of the holders on the basis of their increased liquidative value, if any, of the subscription commissions.
"However, the subscription and acquisition of shares or shares of contractual UCITS are reserved:
« 1° To investors mentioned to theArticle L. 214-33 of the monetary and financial code ;
« 2° To the State, or in the case of a federal state, to one or more members of the federation;
« 3° At the European Central Bank, the central banks, the World Bank, the International Monetary Fund, the European Investment Bank;
« 4° To investors whose initial subscription is at least 30,000 euros and who have occupied for at least one year, in the financial sector, a professional position that has allowed them to acquire a knowledge of the strategy implemented by the UCITS that they intend to subscribe;
« 5° To companies meeting two of the following three criteria during the last fiscal year:
“(a) Total social balance exceeding 20,000 euros;
“(b) Business figures above 40,000 euros;
"(c) Capitaux propre supérieure à 2 000 000 d'euro ;
« 6° To investors whose initial subscription is at least 30,000 euros and who hold, for a total value greater than or equal to 1,000 000 euros, deposits, life insurance products or a portfolio of financial instruments;
« 7° To investors whose initial subscription is greater than or equal to 250,000 euros.
"Art. 412-77.-By derogation from section 412-76, a contractual UCITS born from the splitting of another UCITS may be open to any carrier of the Scinded UCITS where the following conditions are met:
« 1° The split is carried out with a view to isolating certain assets that, if maintained in the Scinded CSA, would not allow the Scinded CSA to meet its redemption obligations under conditions consistent with the interests of the carriers;
« 2° The contracting CSA does not issue new shares or shares and is subject to extinctive management, aiming at assigning assets under conditions consistent with the interests of the carriers.
"Section 411-21 does not apply to the contractual CSA established under this section.
"Art. 412-78.-When the subscription or acquisition of shares or shares of contractual UCITS is carried out by a French non-resident on the occasion of an act of commercialization abroad, the investors to whom the subscription or acquisition of these UCITS is reserved and the conditions under which they may waive the benefit of the obligation of advice are governed by the law of the commercialization where
"Art. 412-79.-Any direct or indirect solicitation for the subscription or acquisition of shares or shares of a contractual UCITS shall be accompanied by a warning that the subscription or acquisition, assignment or transfer of shares or shares of an OPCVM, directly or by interposed person, is reserved for investors referred to in section 412-76. This warning also recalls that it is an OPCVM not approved by the AMF whose operating rules are set by the prospectus.
"Art. 412-80.-Previously to the subscription or acquisition of shares or shares of a contractual UCITS, a prospectus is handed over to the investor.
"The investor acknowledges in writing, at the first subscription or acquisition, that it has been notified that the subscription or acquisition of the shares or shares of OPCVM, directly or by interposed person, is reserved for investors referred to in section 412-76.
"The OPCVM prospectus and the latest annual and periodic documents must be available on a written request from the holder within one week of receipt of the application. On the option of the bearer, these documents must be available in electronic form.
"Art. 412-81.-The depositary or the person designated by the CSA prospectus shall ensure that the criteria relating to the capacity of subscribers or acquirers have been met and that they have received the information required under sections 412-79 and 412-80. It also ensures the existence of the written declaration referred to in section 412-80.
“Paragraph 4
"Specific provisions applicable to contractual UCITS constituted during splitting and intended to receive assets whose assignment would not be in accordance with the interest of the carriers of the UCITS scolded
"Art. 412-82. - Subject to the following provisions, the provisions common to all contractual UCITS referred to in this subsection shall apply to contractual UCITS constituted under the second paragraph of Article L. 214-7-4 or to the second paragraph of Article L. 214-7-4 or second paragraph of Article L. 214-8-7 of the Monetary and Financial Code and intended to receive assets that would not be in accordance with the interest of the carriers of the UCITS.
"Art. 412-83.-Section 412-73 does not apply to the CSAOP governed by this subsection.
"The CSAO prospectus governed by this subsection sets out the periodicity, at least quarterly, of the estimated value of its assets. The terms and the calculation of the estimated value of its assets are adapted to the nature of the assets held by this UCITS.
"Art. 412-84.-Section 411-21 does not apply to UCITS governed by this subsection.
"Art. 412-85. -All holders of a UCITS scinded under the second paragraph of section L. 214-7-4 or second paragraph of Article L. 214-8-7 of the Monetary and Financial Code may hold the shares or shares of the CSAOP governed by this paragraph reserved for them during the split.
"The shares or shares of the CSAOP governed by this subsection may only be transferred by the carriers to persons referred to in section 412-76.
"Subsection 3
“Common Investment Funds
contractual risks
"Art. 412-86.-The joint venture investment funds (contractual risk investment funds) governed by theArticle L. 214-37 of the monetary and financial code are subject to the provisions of this subsection.
“Paragraph 1
“Constitution
"Art. 412-87.-The collection of subscriptions can only be made after the preparation of the contracting FCPR prospectus.
"Art. 412-88.-The prospectus is made up of the contractual CFPR regulations whose entries are specified by an AMF instruction.
"Art. 412-89.-The regulations explicitly state that this is a contractual RPF, not subject to the AMF's approval.
"Art. 412-90.-The provisions of sections 411-13, the second and third paragraphs of section 411-14, sections 411-22,411-113 and 411-120 shall apply, with the exception of the AMF's approval, to be replaced by a statement to the AMF in the month following the completion of the operation or event.
"The rules of investment and engagement of the contractual FCPR are defined in the contractual FCPR regulations.
"An instruction from the AMF sets out the conditions of information of the subscribers.
“Paragraph 2
« Operating rules
“Subparagraph 1
" Minimum Asset Amount
"Art. 412-91.-The provisions of Article 411-21 shall apply.
“Subparagraph 2
"contractual FCPR with compartments
"Art. 412-92.-When the contracting FCPR regulations provide that the contracting FCPR contains compartments, the formation of new compartments shall be declared under the conditions laid down in section 412-64. The modification of the compartments must be reported to the AMF in the month following their completion.
“Subparagraph 3
" OPCVM masters and nurses
"Art. 412-93.-The provisions of Articles 411-17,412-12 to 412-24,412-25,412-27 and 412-34 shall apply. For the purposes of these provisions, the detailed note is the key information document for the investor.
"By derogation from section 412-23, the declaration provided to carriers indicates that the investment in the Master CSA was reported to the FMA in accordance with theArticle L. 214-35 of the monetary and financial code.
“Subparagraph 4
"In-kind contributions
"Art. 412-94.-The provisions of Articles 411-23 and 412-36 apply, except for the second sentence of Article 412-36.
“Subparagraph 5
« Fusion, splitting, absorption and liquidation
"Art. 412-95.-The provisions of Articles 412-5 to 412-11,412-24 and 412-38 apply.
"The provisions of section 412-6 apply to amalgamation of the contractual FCPR unless its regulation provides that the costs generated by the merger transaction may be charged to the fund.
"A contracting FCPR can only be merged with a FCPR.
"The mergers or scissions are declared in the month following their completion. The reporting obligation is met by sending the merger or split-up treaty to the AMF and the reports of the auditors.
"Art. 412-96.-The provisions of Articles 411-17 and 412-27 shall apply.
"The liquidation is declared within the month following the decision of the contracting FCPR management company.
"The report of the External Auditor is forwarded to the FMA no later than one month after its establishment.
"Art. 412-97. - An AMF instruction specifies the changes to be reported to the AMF in the month following their completion and the terms and conditions of information of the carriers.
“Paragraph 3
Financial and accounting provisions
"Art. 412-98.-The provisions of Articles 411-24 to 411-43,411-72 to 411-84 and 412-13 shall apply.
“Paragraph 4
“Information of subscribers,
conditions of redemption, subscription and disposal
"Art. 412-99.-The provisions of Articles 412-113 to 412-114,412-116 and 412-117 shall apply.
"Art. 412-100.-The provisions of the first and third paragraphs of section 411-123, sections 411-124,411-126,411-129 and 412-42 shall apply.
"The contractual FCPR regulations may provide that the contractual FCPR publishes its liquidative value only at least twice a year.
"Subsection 4
“Common Risk Investment Funds
benefiting from a reduced procedure
"Art. 412-101. -The FCPR receiving an alleged (FCPR) procedure governed by theArticle L. 214-38 of the Monetary and Financial Code are subject to the provisions of this subsection.
“Paragraph 1
“Constitution
“Subparagraph 1
« Declaration and collection of subscriptions
"Art. 412-102.-The compendium of subscriptions can only be made after the preparation of the lowered FCPR prospectus.
"The prospectus is made up of the lower RPF regulations, whose entries are specified by an instruction from the FMA.
"Art. 412-103.-The provisions of section 411-13, the second and third paragraphs of section 411-14, section 411-22 and sections 411-113 and 411-120 shall apply, with the exception of the AMF's approval, to be replaced by a statement to the AMF in the month following the completion of the operation or event.
"The AMF Regulations explicitly state that this is a fund that is benefiting from a reduced procedure, not subject to the AMF's approval.
"The rules that the portfolio management company observes as part of the distribution of investments between portfolios managed or advised by it or by related companies may not be explained in the settlement of the fund if communicated to the subscribers. An instruction from the AMF sets out the conditions of information of the subscribers.
“Subparagraph 2
" OPCVM masters and nurses
"Art. 412-104.-The provisions of Articles 411-17,412-12 to 412-24,412-25,412-27 and 412-34 shall apply. For the purposes of these provisions, the detailed note is the key information document for the investor.
"By derogation from section 412-23, the statement provided to shareholders indicates that the investment in the Master CSA was reported to the FMA in accordance with theArticle L. 214-35 of the monetary and financial code.
“Paragraph 2
« Operating rules
“Subparagraph 1
" Minimum Asset Amount
"Art. 412-105.-The provisions of Article 411-21 shall apply.
“Subparagraph 2
"CFPR benefiting from a lighter compartment procedure
"Art. 412-106.-Where the regulations of the lowered RPF provide that the latter contain compartments, the formation of new compartments shall be declared under the conditions of section 412-64. The modification of the compartments must be reported to the AMF in the month following their completion.
“Subparagraph 3
"In-kind contributions
"Art. 412-107.-The provisions of Articles 411-23 and 412-36 apply, except for the second sentence of Article 412-36.
“Subparagraph 4
« Fusion, scission, absorption,
liquidation, transformation and amendments
"Art. 412-108.-The provisions of Articles 412-4 to 412-11,412-24,412-37 and 412-38 shall apply.
"The provisions of section 412-6 apply to the merger of the lower RPF unless the regulations provide that the costs generated by the merger transaction may be charged to the funds.
"The mergers or scissions are declared in the month following their completion. The reporting obligation is met by sending the merger or split-up treaty to the AMF and the reports of the auditors.
"Art. 412-109.-The provisions of Articles 411-17 and 412-27 shall apply.
"The liquidation is declared in the month following the decision of the management company of the FCPR lightened.
"The report of the External Auditor is forwarded to the FMA no later than one month after its establishment.
"Art. 412-110.-A lightened RPF may be transformed into a UCITS of another nature, after approval by the AMF and provided that it has made compliance, in advance, with the provisions of monetary and financial code applicable to the selected CSA class.
"The transformation into contractual UCITS or contracting CPF is not subject to the approval of the AMF. It requires the express agreement of each shareholder. The reduced RPF regulation defines the conditions under which it can be transformed into a contracting MOP.
"Art. 412-111. - An AMF instruction specifies the changes to be reported to the AMF in the month following their completion and the terms and conditions of information of the carriers.
“Paragraph 3
Financial and accounting provisions
"Art. 412-112.-The provisions of Articles 411-24 to 411-43,411-72 to 411-84 and 412-13 shall apply.
“Paragraph 4
“Information of subscribers, conditions of redemption,
subscription and assignment
"Art. 412-113.-I. ― The subscription and acquisition of the shares or shares of the FCPR under a reduced procedure are reserved:
« 1° To investors mentioned to first paragraph of Article L. 214-38 of the Monetary and Financial Code ;
« 2° To the State, or in the case of a federal state, to one or more members of the federation;
« 3° At the European Central Bank, the central banks, the World Bank, the International Monetary Fund, the European Investment Bank;
« 4° To investors whose initial subscription is at least 30,000 euros and who have occupied for at least one year, in the financial sector, a professional position that has allowed them to acquire a knowledge of the strategy implemented by the UCITS that they intend to subscribe;
« 5° To investors, natural and legal persons, whose initial subscription is at least 30,000 euros and meets one of the following three conditions:
“(a) They provide technical or financial assistance to unlisted companies entering the object of the fund for their creation or development;
“(b) They provide assistance to the lower RPF management company in the search for potential investors or contribute to the objectives it has pursued in the research, selection, monitoring, transfer of investments;
"(c) They have a knowledge of the investment capital acquired as a direct intake of funds specific to non-listed companies or as a subscriber either in a FCPR that is not advertised and demarcated, either in a lighter FCPR or in an unlisted venture capital corporation;
« 6° To investors whose initial subscription is at least 30,000 euros and who hold, for a total value greater than or equal to 1,000 000 euros, deposits, life insurance products or a portfolio of financial instruments;
« 7° To companies meeting two of the following three criteria during the last fiscal year:
“(a) Total balance sheet over 20,000 euros;
“(b) Business figures above 40,000 euros;
"(c) Capitaux propre greater than 2,000 000 euros;
« 8° To investors whose initial subscription is greater than or equal to 500,000 euros.
"The thresholds mentioned in I are not applicable to managers, employees and natural persons acting on behalf of the portfolio management company when the fund is a lower RPF.
“II. ― Any direct or indirect solicitation for the subscription or acquisition of the shares of a lightened RPF shall be accompanied by a warning that the subscription or acquisition, assignment or transfer of the shares of that RPF, directly or by interposed person, is reserved for qualified investors as defined by the RPFArticle L. 411-2 of the Monetary and Financial Code and articles D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the same code and other investors mentioned in I. This warning also recalls that this is an RPF not approved by the AMF and may adopt derogatory investment rules.
"III. ― Prerequisitely to the subscription or acquisition of the shares of a lightened RPF, the regulations, the contents of which are specified by an instruction of the FTA, as well as, if any, the information provided for in the third paragraph of section 414-17, shall be submitted to the subscriber or purchaser.
"The subscriber or purchaser acknowledges in writing, at the time of the subscription or acquisition, that it has been notified that the subscription or acquisition of the shares of the fund, directly or by interposed person, is reserved for qualified investors whose list is defined by the Articles 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 and other investors mentioned in I.
"IV. ― The depositary, or the person designated by the reduced RPF Regulations, shall ensure that the criteria for the capacity of subscribers or acquirers have been met and that the subscribers have received the information required under both II and III. It also ensures the written statement referred to in the second paragraph of the III. In the event of a breach of these provisions, the depositary or the aforementioned person shall inform the AMF.
"V. ― This section applies to the transformation of a CSAP not subject to this section into a lightweight RPF.
"Art. 412-114.-When the subscription or acquisition of shares or shares of FCPR is carried out by a non-resident in France on the occasion of an act of marketing abroad, the investors to whom the subscription or acquisition of these OPCVMs is reserved and the conditions under which they may forego the benefit of the obligation of advice are governed by the law of the commercialization State where
"Art. 412-115.-The provisions of the first, third, fourth and fifth paragraphs of Article 411-123, of Articles 411-124,411-126,411-129,412-32-1 and 412-42 shall apply.
"The reduced RPF regulations may provide that the reduced RPF only publishes its liquidative value at least twice a year.
"Art. 412-116. -The FCPR receiving an aerated procedure shall prepare documents according to the indications specified in an instruction and according to a minimum annual periodicity set out in the regulations of the FCPR lightened.
"These documents are submitted without delay to any applicant or carrier who makes the request.
"Art. 412-117.-The documents addressed to the AMF pursuant to the provisions of Articles 412-64,412-104,412-106,412-107,412-108 and 412-111 have a purely declarative effect. Their reception by the AMF does not imply any appreciation of their content or the operations to which they relate.
“Section 5
"Common Business Investment Funds
and SICAV employee ownership
"Art. 412-118. -The provisions of section 1 of Chapter I of this Title apply to joint venture investment funds (PEFs) governed by the articles L. 214-39 and L. 214-40 of the monetary and financial code and L. 3332-16 of the Labour Code and SICAV of employee share ownership governed byArticle L. 214-41 of the monetary and financial codewith the exception of paragraphs 2 to 5 of I and II of Article 411-6, paragraphs 2 to 5 of I and II of Article 411-10, Articles 411-20 and 411-21.
"The provisions of sections 411-64 to 411-69 and the first paragraph of section 412-8 shall not apply to UCITS governed by this section.
"These UCITS are also subject to the following provisions.
"Subsection 1
“Agreement
"Art. 412-119.-I. ― The approval of an employee shareholding SICAV or FCPE shall be subject to the pre-filing of the file with the AMF with the elements specified by the instruction of the AMF.
"The silence kept by the AMF for a period of one month, starting with the AMF's acknowledgement of receipt of the application, is a decision to approve.
"When the AMF asks for additional information that requires in return the sending by the portfolio management company of a supplementary information sheet, the AMF shall notify the AMF in writing, stating that the requested information must be provided within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This acknowledgement of receipt mentions a new period of approval which cannot exceed the one mentioned in the second paragraph.
“II. ― The period referred to in I shall be reduced to eight working days from the AMF's acknowledgement of receipt of the accreditation file when the CSA's solicitation is analogous to an OPCVM already approved by the AMF. The analogous character of the OPCVM that solicits the accreditation, called the "Similar OPCVM", and the OPCVM already approved by the AMF, known as the "Reference OPCVM", is appreciated by the AMF, particularly in view of the following:
« 1° The reference UCITS and the analogous UCITS are managed by the same portfolio management company or the same financial management delegate, or by management companies or financial management delegates belonging to the same group and, subject to the appreciation of the AMF, information transmitted by the management company of the analogous UCITS under the conditions set out in an AMF instruction;
« 2° The reference CSA has been approved by the AMF and is incorporated in the eighteen months prior to the date of receipt of the AMF's analog accreditation file. Upon a reasoned request from the management company of the analog CSA, the AMF may agree that the reference CSA has been approved and created more than eight months before the date of receipt of the CSAOP file;
« 3° The reference CSA has not undergone any changes other than those mentioned in an AMF instruction.
"On a reasoned request from the management company of the analog CSA, the AMF may accept that a UCITS that has undergone changes, other than those mentioned in an AMF instruction, is a reference UCITS;
« 4° The subscribers of the analog CSAS meet the terms and conditions for the subscription and acquisition of the reference CSA.
« 5° The investment strategy, risk profile, operating rules and regulations of the analogous CSAS are similar to those of the reference CSAS;
"When one of the constituent documents of the analog CSA OPC differs from that of the reference CSA OPC, it is clearly identified in the accreditation file of the analog CSA OPC under the conditions specified by an AMF instruction.
"The accreditation file of the analog CSA is filed in electronic format.
"When the AMF asks for additional information that requires in return the sending of a supplementary information sheet, the AMF shall notify the AMF, specifying that the requested information must be provided within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This notice of receipt mentions a new licence term that cannot exceed eight working days.
"When the analog CSA or the reference CSA does not comply with the conditions set out in this section, the AMF shall notify the AMF of this by specifying that the additional information so as to form an accreditation file as described in I must be submitted to the AMF within sixty days. In the absence of receipt of all such additional information within this period, the application for approval is deemed to be rejected. Upon receipt of all of this additional information, the AMF acknowledges receipt in writing and examines the accreditation file of the CSAOP under the conditions and procedure referred to in I. This acknowledgement of receipt mentions a new period of approval that cannot exceed one month.
"Subsection 2
“Constitution
"Art. 412-120.-The opening of the period of subscription of shares of an employee shareholding SICAV or shares of a FCPE shall take place within a maximum period of twelve months from the date of the approval of the SICAV or a FCPE.
"In the absence of a licence, the licence shall be deemed to be caduc unless expressly waived by the AMF.
"Subscription or acquisition of shares of a SICAV of employee share or shares of a FCPE is reserved for employees of the group within the meaning of second paragraph of Article L. 3344-1 of the Labour Code, if applicable to persons mentioned in second paragraph of Article L. 3332-2 of the Labour Code and employees participating in a redemption transaction within the meaning ofArticle L. 3332-16 of the Labour Code. »
"The minimum capital or the minimum amount of the assets required for the constitution of the employee shareholding SICAV may be brought by other investors than those mentioned in the preceding paragraph, provided that they undertake to request the purchase of their shares from the opening of the subscription to the above-mentioned employees and, if applicable, to the persons mentioned in the second paragraph of Article L. 3332-2 of the Labour Code.
"Subsection 3
« Operating rules
"Art. 412-121.-A FCPE or an employee shareholding SICAV can only be merged with another FCPE or other employee shareholding SICAV.
"Art. 412-122.-Any merger, merger, splitting, splitting or absorption project involving one or more pay savings UCITS or one or more compartments of an OPCVM is decided by the FCPE supervisory board or the board of directors or the manager of the employee shareholding SICAV. It is subject to the prior approval of the AMF. The melting or splitting shall be carried out within three months of the approval. In the absence of a licence, the licence shall be deemed to be deducted unless expressly granted by the AMF.
"Art. 412-123.-When the holders are not entitled, given the parity of exchange, to a whole number of shares or shares, the division of the shares or shares of the UCITS will be carried out in order to allow the reinvestment of the breach.
"Art. 412-124.-The liquidative value shall be made available to the Supervisory Board of FCPE or the Board of Directors of the Employee Shareholder SICAV on the first business day following its determination.
"Art. 412-125.-When insured by an entity other than those mentioned in thebefore the last paragraph of Article R. 214-89-1 of the Monetary and Financial Code, the mechanism to ensure the liquidity of securities not admitted to negotiations on a regulated market may be insured by a natural or legal person, distinct from the portfolio management company, the employee shareholding company and the company whose securities are held by the FCPE or the employee shareholding SICAV provided that the person undertakes to redeem the number of securities required to offer a liquidity at least
« 1° A guarantee of good end from a credit institution whose headquarters is located in a member state of the OECD, an insurance company or an investment company whose headquarters is located in a member state of the European Community or part of the agreement on the European Economic Area authorized to provide the service referred to in the European Community 1 of Article L. 321-2 of the Monetary and Financial Code and whose amount of equity, as defined in Directive 2000/12/EC of 20 March 2000, is at least 3.8 million euros;
« 2° A line of credit granted by a credit institution whose headquarters is located in a member state of the OECD and assigned to the execution of the undertaking defined in this article;
« 3° A portfolio of liquid securities within the meaning ofArticle R. 214-89-1 of the Monetary and Financial Code, nanti for the benefit of the management company of FCPE or the SICAV of employee shareholding.
"When the company's capital is variable, the mechanism guaranteeing the liquidity of the securities provided for in the last paragraph of Article R. 214-89-1 of the Monetary and Financial Code can be insured by the company in the forms defined at 1°, 2° and 3°.
"Art. 412-126.-The cost of exercising the redemption of shares or shares by the guarantor is fixed by the regulation of FCPE or the statutes of the SICAV of employee shareholding.
"An AMF instruction specifies the statements to be included in the contract guaranteeing liquidity.
"Art. 412-127.-The FCPE Supervisory Board shall report to the Commission in its annual report on the performance of the missions entrusted to it by the Commission articles L. 214-39 and L. 214-40 of the monetary and financial code.
"The board of directors of the SICAV of employee share ownership reports in its annual report on the exercise of the missions entrusted to it by theArticle L. 214-41 of the monetary and financial code.
"Subsection 4
"Global risk calculation
"Art. 412-128.-By derogation from the provisions of Article 411-72, the overall risk of a CFSP is the potential loss of the CFSP assessed at any time.
"Subsection 5
“Public information
"Art. 412-129.-The costs incurred by a CFPE or an employee shareholding SICAV as described in 2° of Article 411-114 are supplemented, if any, by the list of costs related to the operation of FCPE or the employee shareholding SICAV supported by the company.
"Art. 412-130.-The prospectus of FCPE and SICAV employee shareholding is made up of regulations or statutes whose content, especially for information relating to costs, is fixed by an instruction of the AMF.
"Art. 412-131. - An instruction by the AMF specifies the information documents that the FCPE or the SICAV of employee shareholding must be made available to the holders of shares or shares on the OPCVM in which it or it invests more than 50% of its assets.
"When such an OPCVM invests in shares or shares of other OPCVMs, the key information document for the investor specifies, as the case may be, whether the FCPE or the SICAV of employee shareholding is invested to more than 50% in shares or shares of the same OPCVM and mentions the name of these UCITS.
"Art. 412-132.-The FCPE and employee shareholders' SICAV publish their liquidative value at least once a month, with the exception of the FCPE governed by the provisions of the fifth and sixth paragraphs of Article L. 3332-17 of the Labour Code, which publish their liquidative value at least once a year, knowing that it cannot be calculated more than once per quarter, and CFSPs governed by theArticle L. 3332-16 of the Labour Codewhich publish their liquid value at least once a year. »
*
*
XIV. ― In sections 424-7,424-11,424-12,424-14,424-36,424-58,424-59,424-60,424-61,424-62,424-66 and 424-67, the words "full prospectus" are replaced by the word " prospectus".
XV. ― Section 424-3 is as follows:
"Art. 424-3.-The constitution of a SPPICAV is subject to the provisions of Articles 411-4,411-5 and 411-8. The constitution of an IPF is subject to the provisions of Article 411-12. »
XVI. ― In section 424-5, the words: "411-5, with the exception of its third paragraph, when it is a SPPICAV, and the procedure referred to in Article 411-7, except for its third paragraph, when it is a FPI" are replaced by the words: "411-6, when it is a SPP referred to in Article 10
XVII. – In section 424-6, the references: "411-6" and "411-9" are replaced respectively by the references: "411-9" and "411-14".
XVIII. ― In section 424-7, the reference: "411-11" is replaced by the reference: "411-22".
XIX. ― In section 424-10, the first paragraph is as follows:
"The detailed note by OPCI indicates:".
XX. ― In section 424-27, the reference: "R. 214-46" is replaced by the reference: "R. 214-43".
XXI. ― In section 424-42, the references: "411-27 to 411-30" are replaced by the references: "411-24 to 411-28".
XXII. ― In section 424-57, the reference: "411-33-2" is replaced by the reference: "411-33" and the references: "411-44-1 to 411-44-6" are replaced by the references: "411-72 to 411-84".
XXIII. ― After section 424-57, a paragraph 1 and an article 424-57-1 are created, as follows:
“Paragraph 1
"Key Information Document for Investor
"Art. 424-57-1.-I. ― For any OPCI, a key information document is prepared for the investor in accordance with sections 411-106 to 411-112.
The content of the information mentioned in the key information document for the investor is specified by an AMF instruction.
II. - By derogation from the provisions of I, IPOs that reserve the subscription or acquisition of their shares or shares pursuant to II bis of Article L. 214-91 of the Monetary and Financial Code, may establish only a prospectus whose content is specified by an AMF instruction, subject to the unanimous agreement of their direct or indirect carriers.
In this case, for the purposes of sections 411-128 to 411-128-3, the reference to the key information document for the investor is replaced by the reference to the prospectus. »
XXIV. – Paragraph 1 becomes paragraph 2 and is entitled “Prospectus”.
XXV. ― In section 424-58, the references: "411-45,411-45-1 and 411-47" are replaced by the references: "411-113,411-115,411-116,411-118 and 411-119".
XXVI. ― In section 424-59, the reference: "411-46" is replaced by the reference: "411-114".
XXVII. ― Item 424-61-1 is deleted.
XXVIII. ― The first paragraph of section 424-63 is as follows:
"I. ― The provisions of sections 411-126,411-128 to 411-128-3, I of section 411-129, 411-129-1 and 411-130 are applicable to the distribution of the shares or shares of the OPCI. »
XXIX. ― In section 424-66, the reference: "411-47" is replaced by the reference: "411-115".
XXX. ― In section 424-69, the references: "413-5 to 413-7,413-9 and 413-11" are replaced by the references: "412-47 to 412-49 and 412-51".
XXXI. ― In section 424-71, the reference: "413-13" is replaced by the reference: "412-56".
XXXII. ― In section 424-73, the reference: "413-35" is replaced by the reference: "412-76".
XXXIII. ― Section 424-75 is amended to read:
1° The reference: "424-57-1," is inserted following the reference: "424-10";
2° In the first sentence, the words: "streamlined prospectus" are replaced by the words: "key information document for the investor";
3° The second sentence is as follows: "The reference to the key information document for the investor is replaced by the reference to the prospectus".
XXXIV. ― Articles 424-73,424-74 and 424-75, respectively, become articles 424-72,424-73 and 424-74.
Done on 3 October 2011.
François Baroin
