Key Benefits:
Mr. President of the Republic,
Presentation
This text is taken pursuant toArticle 18 of Act No. 2012-1559 of 31 December 2012 on the establishment of the Public Investment Bank, which empowers the Government to take by order before 31 July 2013 the measures relating to the area of the law required for the transposition of Directive No. 2011/61/UE of the Parliament and of the Council of 8 June 2011 (Directive "IAFM"), as well as the measures intended, on the one hand, to specify and supervise the activities carried out by the depositaries and the collective investment bodies 2009
The AIFM Directive, which complements the community-based framework for asset management so far essentially constituted by Directive No.2009/65/EC (Directive "OPCVM"), must be transposed by the Member States by 22 July 2013.
This directive is the first in the management sector of "alternative investment funds", known as "IFA", which are investment funds other than those under the OPCVM directive. The AIFM Directive includes significant and new safeguards for the protection of savers and the fight against systemic risk.
IAF managers will be required to adhere to governance rules (organizational rules and rules of good conduct). In terms of remuneration, the AIFM Directive sets out a principle for the development by management companies of a compensation policy with principles inspired by those set by the G20.
National supervisors, in connection with the European Financial Markets Authority, will be able to set a ceiling to the leverage effect for European funds to ensure the stability and integrity of the financial system.
The responsibilities of the depositaries have been clarified, including their obligations in the event of loss of the securities entrusted to them. The Directive also provides for a strengthening of transparency obligations on investment of capital-investment funds in European companies. The AIFM directive thus regulates the conditions under which the IAF acquires or cedes significant participations in non-European listed companies and acquires control of European non-European listed companies and European listed issuers.
The European Financial Market Authority (AEMF) finally sees in this directive its dedicated role, with the affirmation of its emergency powers in the event of a risk of a breach of the stability and integrity of the European Union's financial markets, laid down by a fund: if applicable, EMF may, in fact, enjoin national supervisors to take corrective actions.
The AIFM directive also provides a passport device for funds and their managers, whose entry into force is sequenced. European fund managers can freely market their funds from 2013. A passport for third countries is also provided, but the directive provides for the implementation of the directive on delay (two years after its entry into force) and conditioned (the European Commission must adopt a delegated act). This harmonized passport system would be applicable to managers established in a third country, who carry out FIA management or marketing activities in the Union, as well as to managers established in the Union who manage or market FIAs from third countries as long as they are approved by an authority, known as the authority of "the reference Member State".
These provisions will increase competition between European management places. In this context, it is important that the legislative and regulatory framework allow French management to seize the opportunities that open to them.
In addition, in accordance with the guidance provided by the Place Committee on the transposition of the AIFM Directive, it is proposed to enhance the legibility of the French legal framework. Organization of the provisions of monetary and financial code As a result, collective investment organizations (CPOs) have been redesigned into two parts: the first on funds in line with the OPCVM IV directive, now the only ones called "OPCVM", and the second on IAFs. In this second part, the funds open to non-professional investors (general investment funds, investment capital funds, real estate collective investment organizations (OPCI), civil real estate investment companies (SCPI) and forestry savings companies (SEF) and fixed capital investment companies (SICAF)) will be distinguished from those that are open to professional investors, among which will be distinguished the approved funds of the reported funds. Also among the IAFs will include pay savings funds and securitization organizations.
This new organization corresponds to that adopted at the community level, which is based on the OPCVM directive and the AIFM directive. It has consequences on all the codes mentioning the names of the collective investment products of Book II of the monetary and financial code, whose architecture is indeed significantly modified.
It is proposed to transpose the AIFM directive in a literal manner, by reducing as much as possible the residual constraints posed by the current French regulation that would be added to the community obligations.
With regard to measures to specify and supervise activities carried out by CPOs that do not fall within the scope of Directive 2009/65/EC (OPCVM), in accordance with the guidance set out in the Place Committee on the transposition of the AIFM Directive, various adjustments to the management regime for each of these collective investment products are proposed.
With respect to general-purpose investment funds and other IAFs, it is proposed to allow them to invest directly in incidental receivables. In addition, a harmonization of the subscription thresholds of the different IAFs is planned.
A number of improvements to the real estate collective investment system (CIF) are also envisaged. For professional funds, it is planned to remove the principle of double expertise and adjust the frequency of expertise required on the promised liquidity of the fund. It is also proposed to provide OPCI with access to the online leasing technology, other than through subsidiaries.
Several improvements to the IPCC management framework are also planned. These developments include issues related to asset management and liabilities, information from partners, real estate reviewers and the holding of general assemblies.
With regard to investment capital funds, it is anticipated that professional investment capital funds can take the form of a corporation, as well as the form of a mutual investment fund, such as other IAFs.
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Detailed presentation
This Order contains three chapters and contains forty-seven articles.
The first chapter concerns changes to the monetary and financial code. Its first section deals with changes to Book II of this code.
Article 1 amends them Articles L. 214-1 and L. 214-1-1 of the monetary and financial code. The new article L. 214-1 explains the new architecture of chapter IV "Community Investments" of title I of Book II of its title I, distinguishing in particular, on the one hand, the funds in accordance with the OPCVM IV directive, now only known as "OPCVM", and on the other hand, the investment funds under the AIFM directive, known as "IF". The new article L. 214-1-1 specifies the procedure for marketing foreign funds in France that are not OPCVMs or FIAs.
Articles 2 to 5 therefore reorganize the numbering and title of the first part of this chapter IV (now "section 1") devoted to OPCVM, as well as its sub-parts (now "sub-sections" 1 to 7), and enshrine the acronym "OPCVM" in the acronym monetary and financial code in place of the developed expression "a collective investment agency in securities".
Section 6 replaces the existing legislative provisions of subsection 2 of section 1 and sections 2 to 6 of this chapter IV with a new section 2 "IAF", which itself consists of five subsections (respectively "Common Provisions", "Funds Open to Non-Professional Investors", "Funds Open to Professional Investors", "Pay Savings Fund" and "Title Organizations"), and a new section 3 "Other collective investments".
Article L. 214-24 defines IAF, distinguishing those explicitly listed in the monetary and financial code (i.e., OPCs, funds open to non-professional investors, funds open to professional investors, wage savings funds and securitization agencies) of the "other IAFs". This section also specifies the regime applicable to other IAFs whose managers manage stocks below certain thresholds. This section finally defines the master-food regimes within the meaning of the AIFM directive.
The first subsection "Common Provisions" in section 2 contains five paragraphs.
The first paragraph deals with the notification of FIA's marketing application.
The first sub-paragraph deals with the marketing of FIA in France while the second relates to the marketing of FIA in a Member State of the Union other than France.
On the model of transposition of the OPCVM directive, the provisions relating to the marketing of FIA in Book II of the monetary and financial code are thus found mainly in the legislative part in two separate articles which distinguish the provisions applicable according to that the place of marketing of FIA is France, on the one hand, another Member State of the European Union or a third country, on the other.
The second paragraph defines the general regime of IAF depositaries.
Article L. 214-24-6 reinforces and clarifies the strict obligation to separate management and depositary functions. In particular, this article states that the depositary who carries out activities with respect to the IAF or the manager on behalf of the IAF (e.g., principal broker activities or the exercise of the function of external assessment expert), which would be likely to result in conflicts of interest, must separate, on a functional and hierarchical basis, the performance of its depositary duties and other tasks that may be incompatible.
Article L. 214-24-7 concerns the place of establishment of the depositary. It is anticipated that IAF depositaries under the Union will be established in the State of origin of the IAF, which implies that they have their head office or branch. For third country IAFs, the depositary may be established in the country of origin of the IAF or the manager or in the reference Member State of the IAF manager.
Article L. 214-24-8 covers the missions of the depositary. Three missions are described, the monitoring of liquidity flows, the custody of assets, which decomposes to a financial instruments conservation mission and a recording mission of other assets, and control.
Articles L. 214-24-9 to L. 214-24-11 clarify the regime of responsibility and delegation of the depositary ' s missions.
The third paragraph deals with the valuation of IAF assets.
Sections L. 214-24-13 to L. 214-24-18 set out the principles for the valuation of assets and the calculation of liquidative value of IAF. In particular, these principles relate to the responsibility of the IAF management company, the necessary independence of the person in charge of the evaluation, who may be an independent external expert, as well as the applicable regime of delegation of the evaluation function to such an independent external expert.
The fourth paragraph describes the information that FIA management companies must provide to investors, on the one hand (subparagraph 1), to the Autorité des marchés financiers ("AMF"), on the other hand (subparagraph 2).
With respect to information transmitted to the AMF, section L. 214-24-20 states in particular that, when using the leverage effect substantially, the AMF or its management company shall make available to the AMF information on the general level of leverage used, a breakdown of the leverage effect as a result of the borrowing of liquidity or financial instruments or of measurement
Finally, the fifth paragraph concerns FIA participation and control in some firms.
Articles L. 214-24-21 to L. 214-24-23 regulate the conditions under which the IAF acquires or cedes significant participations in non-European listed companies and acquires control of European non-European listed companies and European listed issuers.
However, section L. 214-24-21 states that, in all cases, these provisions are not applicable where the target company is a small or medium-sized enterprise or when it is intended to acquire, hold or manage real estate assets.
Article L. 214-24-22 provides that the IAF, which acquires, cedes or holds 10%, 20%, 30%, 50% or 75% of the shares of a non-European listed corporation, is obliged to notify the AMF of the share of voting rights held in the target corporation within a period fixed by decree.
Article L. 214-24-23 describes the obligations to which the FIA takes control of a non-European listed company or a European-sided transmitter.
The second subsection of section 2 deals with funds open to non-professional investors and includes six paragraphs.
The first paragraph deals with general-purpose investment funds (which correspond to the current "general-purpose UCITS") and includes eight sub-paragraphs (Agreement, General Plan of General Purpose Investment Funds, Obligations of the Management Corporation, the entity responsible for centralization and the External Auditor, Operating Rules, Investment Rules, General Purpose Investment Fund Masters and Nurses Arrangements, Information of Investors and Nurses).
The provisions of these eight sub-paragraphs include, in particular, the current provisions governing non-coordinated CSAs, which apply in their entirety to general-purpose investment funds. In each part relating to a category of current non-coordinated CSA (common risk investment funds, mutual investment funds in innovation, community investment funds, licensed and declared UCITS for certain investors and wage savings UCITS), is inserted a general reference stating that the provisions of the "General purpose investment fund" section apply to them.
In the fifth subparagraph, Article L. 214-24-55 introduced the possibility for general purpose investment funds to invest directly in receivables.
In the sixth sub-paragraph, sections L. 214-24-57 to L. 214-24-61 describe the master-food regime of general-purpose investment funds, which differs from that introduced by the AIFM directive, described in section L. 214-24.
The second paragraph deals with investment capital funds (which correspond to the current "accredited risk mutual funds", "common investment funds in innovation" and "neighbourly investment funds") and includes four sub-paragraphs.
The second, third and fourth sub-paragraphs deal respectively with common risk investment funds, which correspond to existing approved risk mutual funds, mutual investment funds in innovation and local investment funds. The provisions of these subparagraphs reflect the existing provisions of these different collective investments, and the numbering of the articles is unchanged.
The third paragraph deals with real estate collective investment organizations (CPOs) and includes four sub-paragraphs (Common Provisions, Special Rules for Investment Companies with Variable Capital Real Estate Preponderance, Special Rules for Real Property Investment Funds and Real Estate Investment Organizations with Sub-Parliament).
The provisions of these sub-paragraphs shall reflect the existing provisions relating to OPCI, with the exception of those in subsection 4 of the existing section 5 concerning OPCI with a levers effect, which are found in subsection 2 of subsection 1 of subsection 3. The provisions of these sub-paragraphs are in line with those of OPCI with light operating rules without leverage effect, referred to in existing Article R. 214-215.
Section L. 214-36 of the first sub-paragraph allows OPCI access to the lease on-line, other than via subsidiaries.
The fourth paragraph deals with civil real estate collective investment companies (PSCI) and forestry savings companies (EFS) and includes nine sub-paragraphs (General Law, Share Subscription, Management, General Assembly, Accounting Provisions, Merger, Good Conduct Rules, Special Provisions to Civil Real Estate Investment Corporations and Special Provisions to Forest Savings Corporations).
The provisions of these sub-paragraphs reflect the existing provisions relating to SCPI and SEF, which are merged.
The third sub-paragraph deals with the management of SCPIs.
Section L. 214-98 states that the management of SCPI is provided by a management company referred to in section L. 532-9. This is the assertion of the principle of sole status of portfolio management companies, which, for other reasons, will also be clarified that the management of common receivables funds is in the same way provided by a management company referred to in section L. 532-9.
Article L. 214-101 introduces the possibility for SCPIs to invest and fall through intermediary companies while providing that the debt limit set by the SCPI General Assembly takes into account the existing debt at the controlled subsidiaries level.
Article L. 214-102 introduces the possibility for SCPIs to grant guarantees on its assets and advances to controlled and uncontrolled companies.
Article L. 214-102-1 makes applicable the regime of general-purpose investment funds to SCPI and SEF, with respect to the responsibility of the depositary.
The eighth sub-paragraph deals with the specific provisions of SCPI.
Section L. 214-114 proposes to add an accessory object to SCPI allowing them to acquire buildings that they are being built, and to expand the scope of work that could be carried out by SCPIs.
Section L. 214-115 proposes to aim in a comprehensive manner the shares of companies and assets eligible for the assets of SCPI, as defined in section L. 214-92 existing.
The fifth paragraph deals with fixed capital investment companies (SICAF) and includes three sub-paragraphs (Common Arrangements, Fixed Capital Investment Corporations whose shares are negotiated on a market of financial instruments, Closed foreign law funds whose shares or shares are negotiated on a market of financial instruments).
The provisions of these subparagraphs shall reflect the existing provisions relating to SICAF while deleting those relating to the depositary of SICAF, which are contrary to the new common depositary regime applicable to all IAFs referred to in articles L. 214-24-6 et seq.
The sixth paragraph deals with alternative funds.
The provisions of this paragraph reflect the existing provisions relating to alternative funds UCITS. These are an approved CSAP category reserved for certain investors who currently exist only in the regulatory part of the monetary and financial code (article R. 214-86). It is proposed that the common provisions for approved MVOPs for certain investors be used for alternative funds.
The third sub-section of section 2 deals with open funds to professional investors and includes two paragraphs.
The first paragraph deals with approved funds and includes two sub-paragraphs.
The first subparagraph concerns general professional funds.
The provisions of this sub-paragraph reflect the existing provisions relating to a reduced investment rules UCITS.
The second sub-paragraph concerns professional real estate investment organizations (Professional collective investment organizations).
The provisions of this sub-paragraph reflect the existing provisions relating to OPCI with lighter operating rules with leverage effect.
Section L. 214-149 provides for an annual assessment by a single expert for professional OPCIs.
The second paragraph deals with reported funds and includes two sub-paragraphs.
The first sub-paragraph concerns specialized professional funds, which correspond to the merger of existing contractual OPCVMs and contractual FCPRs.
The provisions of this subparagraph reflect the existing provisions relating to contractual UCITS.
Article L. 214-154 introduces the names of "specialized professional investment company" for a specialized professional fund in the form of SICAV and "specialized professional investment funds" for a specialized professional fund in the form of mutual investment funds.
Section L. 214-155 leads, following the merger of existing contractual UCITS regimes and contractual CFRPs, to add to the list of persons who may subscribe to a specialized professional fund, in addition to those currently provided for contractual UCITS, managers, employees or natural persons acting on behalf of the fund management company and the management company itself.
The second subparagraph concerns professional investment capital funds.
The provisions of this sub-paragraph reflect the existing provisions relating to the RPF with a reduced procedure.
Article L. 214-159 states that professional investment capital funds can now take the form of variable capital investment companies called "investment capital corporations".
Section L. 214-160 provides that professional investment capital funds may invest up to 10% in debt securities issued by unlisted companies and in receivables held on these companies.
This article also provides that the redemption of shares on the carrier's request may be blocked beyond a ten-year period. This blocking period leads to an alignment of the lifetime of the funds that could, with the investor agreement and taking into account the underlying assets, be in fact a longer term. In addition, it is proposed that professional investment capital funds be allowed to establish subscription periods after distribution of assets if their regulations permit them. As long as their life is extended, professional investment capital funds may have to honour such new subscriptions.
The fourth sub-section of section 2 deals with pay savings funds and includes two paragraphs (Joint Corporate Investment Fund and Variable Employee Share Capital Investment Corporations).
The provisions of this subsection reflect the existing provisions relating to the MTSPs.
The fifth sub-section of section 2 deals with securitization organisms and contains two paragraphs (Common provisions for securitization organisms and Special Provisions for titrization organisms or compartments of securitization organisms that bear insurance risks).
The provisions of this subsection reflect the existing securitization provisions.
The provisions common to the IAFs of the first subsection of section 2 are not applicable to the securitization bodies, under the explicit exemption provided for in section 2.3 of the IFM directive, with the exception of section I L. 214-24, which defines IAFs.
Part II of Article L. 214-167 is created to prevent circumventions of the AIFM directive by funds that would take the form of securitization bodies to avoid it, while adopting strategies at all levels similar to those of FIA submitted to the entire directive (e.g., specialized professional fund).
The third section deals with other collective investments.
The AIFM directive does not apply to an IAF with a single shareholder and whose regulations or statutes would provide that it cannot accommodate another investor. In French law, this case of figure is possible for a SICAV created in the form of a simplified stock company, which can include a single partner. These are the unipersonal SAS (SASU) planned for theArticle L. 227-1 of the Commercial Code. It is therefore proposed to include SICAV in the form of SAS established by a single person and whose statutes expressly prohibit the plurality of associates in this section. The same rule is provided for companies with variable capital preponderance (SPPICAV).
It is proposed to make applicable to these two categories of collective investments the applicable provisions, respectively to the other FIA and SPPICAV SICAV, with the exception of the passport regime provided for in the AIFM directive.
Section 2 of Chapter I deals with changes to other books monetary and financial code.
Section 7 makes several amendments to section L. 532-9.
The definition of the management company is adapted to the creation of the concept of FIA.
Section III L. 532-9 introduces the case set out in section 3.1 of the AIFM directive for managers who are exempted from the FIA management regime. This exemption is applicable to managers who manage one or more IAFs whose sole investors are the manager or parent or subsidiary companies of the manager or other subsidiaries of these parent companies, provided that none of these investors is itself an IAF.
Article 3.2 of the AIFM directive also provides that it does not apply to managers whose total IAF they manage does not exceed certain thresholds (100 million euros or 500 million euros as applicable). It is proposed to add an IV to section L. 532-9 to introduce the case of management companies benefiting from this derogatory regime.
Article L. 532-9 is the transposition of section 2.3 of the AIFM directive, which lists entities that are exempted from the provisions of the directive.
Section 8 amends section L. 532-9-1 by amending the time limit within which the Autorité des marchés financiers must decide in the case of presentation by an application management company for a substantial change to the conditions under which the approval granted to it was conditioned.
Article 9 amends Article L. 532-16 to introduce the case of the European passport regime provided for in the AIFM directive.
Article 10 introduces an article L. 532-21-3 which describes the European passport procedure provided by the AIFM directive for European management companies wishing to manage IAFs in France. Article 11 therefore amends Article L. 532-22 to align it with the new article thus created.
The European manager of FIA who wishes to manage FIAs in France sends complete documentation to its original authority, which transmits it to the Autorité des marchés financiers (AMF). Upon receipt of the documentation by the AMF, the manager can begin his activities in France. When the AMF has reason to believe that the manager violates rules that do not fall within the scope of its supervision, it prevents the original authority that must take appropriate action against the manager. If, despite the measures taken by the original authority, the manager persists, the AMF can then take all appropriate measures against it, including prohibiting it from continuing to market the IAF in the host State.
When the AMF finds that the manager does not provide the information that he or she has requested or violates the rules that fall under his supervision, it requires the manager, as the case may be, to execute or terminate the offence while informing the original authority. If the manager persists, the AMF informs the original authority. When the measures taken by the latter are without effect, the AMF may, after informing the original authority, take appropriate measures against the manager, including sanctioning or preventing it from managing the AMF in the host State. The provisions concerning these powers of the AMF are described in section L. 621-13-3 introduced by section 24 of this Order.
Article 12 introduces in the same way an article L. 532-25-1 which describes the European passport procedure provided for in the AIFM directive for French management companies wishing to manage FIAs in another Member State than France.
Article 13 accordingly amends Article L. 532-26 to align it with the new article thus created.
Article 14 creates section 3 in chapter II of Book V title III of the monetary and financial code to describe the third country passport procedure provided for in the AIFM directive.
The AIFM Directive provides for the delayed implementation, two years after its entry into force, and conditioned (the European Commission shall adopt a delegated act) of a harmonized passport system applicable to managers established in a third country who carry out FIA management or marketing activities in the Union and to managers established in the Union who manage or market FIAs of third countries, as soon as they are approved by a Member State authority.
It is anticipated that the Harmonized Passport System will coexist for a three-year transitional period with national systems that are provided for in the AIFM directive to Article 36 on the sale in the Union without passport of a third-country FIA managed by a manager established in the Union, and Article 42 on the marketing in the Union without passport of FIA managed by managers established in third countries, subject to certain harmonized conditions.
After this three-year period, it is anticipated that national systems will be put to an end by the coming into force of a delegated act adopted by the Commission, and to make the passport the only system applicable to third-country managers for marketing in the Union, with professional investors, IAF of the Union and third-country.
Third country managers who wish to manage IAFs of the Union or to market IAFs they manage in the Union will have the opportunity to manage or market IAFs in EU Member States established in both EU and other States, on the basis of a third country passport. This diagram is based on the identification, upstream, of a so-called "reference" EU Member State whose rules of determination vary depending on whether or not the funds are managed in the EU, or are marketed in one or more Member States.
The reference Member State will hold the place of origin for the implementation of the European passport, i.e. for the cross-border marketing of the funds concerned in other EU states under cover of a notification process and/or the management of FIA established in other EU states in a cross-border manner or by the establishment of a branch.
IAF managers from third countries established in a EU state wishing to manage or market IAFs from third countries will be able to manage IAFs from third countries, provided that certain minimum conditions are met (cooperation agreements with the State concerned), when the fund is not marketed in the EU. They will also be able to market the said funds in any EU Member State, on the basis of a passport, subject to compliance with a number of conditions and a notification procedure, in the absence of a passport, in the only EU Member States that allow it.
Section 3, which follows section 2 on the free provision of services and the free establishment of the EU management company, is divided into four sub-sections (General Provisions, Terms and Conditions for Portfolio Management Companies, Approval of Managers Established in a Third Country State and Responsibility of the Competent Authorities). The provisions relating to the terms and conditions of marketing within the EU of FIA of third countries with or without passports are described in the first paragraph of the first subsection "Common Provisions" of section 2 of Chapter IV of Title I of Book II, presented in section 6 of this Order.
Section 15 supplements section L. 533-10-1 to provide that management companies do not use exclusively or mechanically credit ratings issued by credit rating agencies.
Sections 16 and 17, respectively, align articles L. 533-22 and L. 533-22-1 with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in Article 6 of this Order.
Article 18 introduces article L. 533-22-2 on the compensation policy of FIA managers. It sets out a principle of the development by management companies of a compensation policy. This policy applies to any employee, including general management, risk-takers, persons performing a control function that, in light of its overall remuneration, is in the same pay range as the general management and risk-takers, and whose professional activities have a substantial impact on the risk profiles of the managers or IAFs they manage.
Section 19 amends section L. 543-1 to adapt it to the new categorization of persons who may manage IAFs arising out of section L. 214-24 presented in section 6 of this order.
Article 20 amends Article L. 573-1 to provide for sanctions against persons managing IAF without being authorized under the conditions laid down in Article L. 532-9.
Sections 21, 22 and 23 align articles L. 621-7, L. 621-9 and L. 621-13 on the powers and roles of the AMF with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in Article 6 of this Order.
Section 24 introduces an article L. 621-13-3, which allows the AMF to require the temporary suspension of shares or shares or the issuance of shares or new shares of an IAF where exceptional circumstances require it and if the interest of shareholders, shareholders or the public the order.
This article also introduces an article L. 621-13-4 which describes the powers of the AMF against the French management companies managing FIA in a Member State as well as its information obligations of the competent authorities of the other member states concerned. In particular, the AMF may require the manager to resign.
Article 25 introduces an article L. 621-17-1-1 that renders breaches by external experts in assessment referred to in Article L. 214-24-15 to the laws, regulations and professional obligations relating to them subject to the sanctions imposed by the AMF Sanctions Commission.
Article 26 introduces an article L. 621-18-8 which allows the AMF, when it considers it necessary, to ensure the stability and integrity of the financial system, and after notification to the European Financial Markets Authority, the European Systemic Risk Committee and the competent authorities of the FIA concerned, to impose limits on the level of leverage to which it has authorized an AIF or its financial company to use to limit the extent to which the use of
Section 27 introduces an article L. 621-20-3 that allows the AMF to take all necessary measures to ensure the proper functioning of markets in the event that the activity of one or more IAFs on the market of a financial instrument could jeopardize the proper functioning of this market.
Section 28 supplements section L. 621-25 to allow the AMF to request any information from the Auditor of an IAF.
Article 29 supplements Article L. 632-6 to provide for certain modalities of cooperation between the AMF and the competent authorities of other Member States regarding information relating to IAF managers.
Article 30 introduces an article L. 632-6-2 that requires the AMF to communicate to the competent authorities of other Member States the useful information to monitor the potential consequences of the activities of management companies providing the portfolio management service on behalf of third parties or carrying out the management activity of collective investments, the stability of financial institutions of systemic importance, and the proper functioning of the markets on which managers are active, and to react to these consequences.
Article 31 supplements Article L. 632-7 to provide that the competent authorities of a third country may not transmit to authorities of other third countries data and analysis of data relating to IAFs and their managers that were communicated to them by the AMF without its express authorization.
Article 32 supplements Article L. 632-8 to provide for certain modalities of transmission of information between the AMF, the European Financial Markets Authority ("EAEMF") and the competent authorities of other Member States concerning the managers of the AMF, while introducing a maximum of five years of retention by the other competent authorities of the data transmitted to it by the AMF.
Chapter II concerns transitional provisions.
Section 33 includes a number of transitional provisions relating to the measures taken under this Order.
This section states that management companies carrying on activities that are consistent with the provisions referred to in this Order before the date of publication of this Order shall take all necessary measures to comply with these provisions and submit an application for appropriate approval by July 22, 2014.
It indicates that Articles L. 214-24-1 and L. 214-24-2 of the Monetary and Financial Code created by this Order shall not apply to the commercialization of shares or shares of IAF that are subject to an offer to the public by means of a prospectus that has been prepared and published in accordance with Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 before the date of publication of this Order for the duration of the prospectus.
It also states that managers who manage IAFs of closed type, as defined in position 2013/413 of 2 April 2013 of the AMF, before the date of publication of this order and do not make any additional investments after that date may continue to manage such IAFs without the approval as a portfolio management company. Managers who manage IAFs of closed type, as defined in position 2013/413 of 2 April 2013 of AMF, whose subscription period ended before the date of publication of this order and are constituted for a period expiring no later than three years after 22 July 2013 may, in turn, continue to manage such IAFs without having to comply with the provisions of this order, with the exception of the first paragraph 24
This article states that the provisions of section 3 of chapter II of title III of Book V of the monetary and financial code and all other provisions relating to IAFs or managers located in a third country provided for in this Order come into force in accordance with the provisions of the delegated act of the European Commission provided for in paragraph 6 of Article 67 of Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011 referred to above.
Finally, civil real estate investment corporations, forest saving companies and common debt management companies, existing on the day of the publication of the provisions of this Order, must submit an application to the AMF for approval as a portfolio management corporation before July 22, 2014.
Section 34 specifies the modalities for the transformation of several categories of collective investment and management companies.
Common funds for intervention in futures markets under Article L. 214-42 in its earlier draftingOrder No. 2011-915 of 1 August 2011 relating to securities collective investment organizations and to the modernization of the legal framework for asset management must either be placed under an open-ended fund to professional investors, provided that they have previously informed each shareholder or shareholder, or request their approval to the AMF before July 22, 2014 if they become a securities collective investment organization or an AIF other than an open-ended fund to professional investors.
Securities collective investment organizations benefiting from a relief proceeding under Article L. 214-35 in its earlier drafting Act No. 2003-706 of 1 August 2003 Financial security must either be placed under an open-ended fund to professional investors, provided that they have previously informed each shareholder or shareholder, or request their approval when it is an IAF other than an open-ended fund to professional investors before July 22, 2014.
Common debt funds under Article L. 214-43 in its writing prior to the date of publication of theOrder No. 2008-556 of 13 June 2008 transposing Directive 2005/68/EC of the European Parliament and of the Council of 16 November 2005 on reinsurance and reforming the legal framework of the common debt funds, existing on the day of the entry into force of the provisions of this Order, must be placed under the securitization system before 22 July 2014.
Section 35 includes several provisions relating to investment funds whose name is amended by the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in section 6 of this Order.
organizations of collective investment in securities with a general purpose, organizations of collective investment in securities with a reduced investment rules, organizations of collective investment in securities of alternative funds, organizations of real estate investments with a reduced operating rules, organizations of real estate investments with a lesser effect
Chapter III concerns coordination arrangements.
Section 36 makes several articles of monetary and financial code with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in Article 6 of this Order.
Article 37 makes several articles of insurance code with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in Article 6 of this Order.
Section 38 makes several articles of Trade code with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in Article 6 of this Order.
Section 39 aligns several articles of the Construction and Housing Code with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in section 6 of this Order.
Article 40 makes it consistentArticle L. 321-1 of the Forest Code with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in Article 6 of this Order.
Section 41 provides consistencyArticle L. 1618-2 of the General Code of Territorial Communities with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in Article 6 of this Order.
Section 42 makes several articles of General Tax Code with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in Article 6 of this Order.
Article 43 makes several articles of the Social Security Code with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in Article 6 of this Order.
Article 44 makes several articles of Labour code with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in Article 6 of this Order.
Article 45 makes it consistent Act No. 70-9 of 2 January 1970 regulating the operating conditions of certain transactions relating to real property and trade funds with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in Article 6 of this Order, and adding the case to civil real estate investment companies.
Section 46 aligns the order of June 27, 2013 relating to credit institutions and financing companies with the new architecture of Chapter IV of Title I of Book II of the Monetary and Financial Code set out in section 6 of this Order.
Article 47 makes it consistent Act No. 2013-561 of 28 June 2013 an exceptional release of participation and interest in the new architecture of Chapter IV of Title I of Book II of the monetary and financial code set out in Article 6 of this Order.
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This is the subject of this order that we have the honour to submit to your approval.
Please accept, Mr. President, the assurance of our deep respect.
