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Order No. 2013-676 25 July 2013 Amending The Legal Framework Of Asset Management

Original Language Title: Ordonnance n° 2013-676 du 25 juillet 2013 modifiant le cadre juridique de la gestion d'actifs

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Texts transposed

Directive 2011/61/UE of the European Parliament and the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC as well as Regulation (EC) No 1060/2009 and (EU) No 1095/2010

Application texts

Summary

Implementation of the Constitution, including article 38. Change in monetary and financial code, trade code, insurance code, construction and housing code, forest code, general tax code, social security code, labour code. Amendment of Act No. 70-9 of 2 January 1970 regulating the conditions for the operation of certain transactions relating to real property and trade funds: amendment of section 2. Amendment of Order No. 2013-544 of 27 June 2013 on credit institutions and financing companies: amendment of Article 2. Amendment of Act No. 2013-561 of 28 June 2013 on the exceptional release of participation and interest: amendment of Article 1. Complete implementation of Directive 2011/61/EU of the European Parliament and the Council on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC as well as Regulation (EC) No 1060/2009 and (EU) No 1095/2010.
Ratification of this Order by Article 25 of Act No. 2014-1 of 2 January 2014 empowering the Government to simplify and secure the lives of businesses.

Keywords

STATUS OF ASSESSMENT,

Legislative records




JORF n°0173 of 27 July 2013 page 12568
text No. 9



Order No. 2013-676 of 25 July 2013 amending the legal framework for asset management

NOR: EFIT1312507R ELI: https://www.legifrance.gouv.fr/eli/ordre/2013/7/25/EFIT1312507R/jo/texte
Alias: https://www.legifrance.gouv.fr/eli/ordre/2013/7/25/2013-676/jo/texte


President of the Republic,
On the report of the Prime Minister and the Minister of Economy and Finance,
Having regard to the Constitution, including article 38;
Having regard to Directive 2002/14/EC of the European Parliament and the Council of 11 March 2002 establishing a general framework for information and consultation of workers in the European Community;
Having regard to Directive 2003/41/EC of the European Parliament and the Council of 3 June 2003 on the activities and supervision of professional pension institutions;
Having regard to Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonization of transparency obligations with respect to information on issuers whose securities are allowed to negotiate on a regulated market and amending Directive 2001/34/EC;
Having regard to Directive 2009/65/EC of the European Parliament and the Council of 13 July 2009 on the coordination of legislative, regulatory and administrative provisions concerning certain securities collective investment bodies;
Considering Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011 on alternative investment fund managers and amending Directives 2003/41/EC and 2009/65/EC as well as Regulation (EC) No 1060/2009 and (EU) No 1095/2010;
Considering Commission Regulation (EC) No. 800/2008 of 6 August 2008 declaring certain categories of aid compatible with the common market pursuant to Articles 87 and 88 of the Treaty;
Having regard to Regulation (EC) No. 24/2009 of the European Central Bank of 19 December 2008 on statistics on the assets and liabilities of screen companies performing securitization operations (BCE/2008/30);
Considering Regulation (EC) No. 1060/2009 of the European Parliament and Council of 16 September 2009 on credit rating agencies;
Having regard to Regulation (EU) No. 1095/2010 of the European Parliament and Council of 24 November 2010 establishing a European Monitoring Authority (European Financial Markets Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/77/EC;
In view of the Commission's delegated regulation (EU) No. 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and the Council with regard to exemptions, general conditions of exercise, depositaries, leverage effect, transparency and monitoring;
Vu le insurance code ;
Vu le Civil code ;
Vu le Trade code ;
Considering the code of construction and housing;
Vu le Forest code ;
Vu le general code of territorial authorities ;
Vu le General Tax Code ;
Vu le monetary and financial code ;
Vu le Criminal code ;
Vu le Social Security Code ;
Vu le Labour code ;
Vu la Act No. 47-1775 of 10 September 1947 amended by statute of cooperation;
Vu la Act No. 70-9 of 2 January 1970 Amending the conditions for the operation of certain transactions relating to buildings and trade funds;
Vu la Act No. 85-695 of 11 July 1985 amended to include various economic and financial provisions;
Vu la Act No. 2003-706 of 1 August 2003 modified, financial security;
Vu la Act No. 2012-1559 of 31 December 2012 relating to the creation of the Public Investment Bank, including Article 18;
Vu Act No. 2013-561 of 28 June 2013 Exceptional release of participation and interest;
See?Order No. 2005-1278 of 13 October 2005 defining the legal regime of real estate collective investment organizations and the modalities of transformation of civil real estate investment companies into real estate collective investment organizations;
See?Order 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 for common debt funds;
See?Order No. 2011-915 of 1 August 2011 relating to securities collective investment organizations and the modernization of the legal framework for asset management;
See?Order No. 2013-544 of 27 June 2013 relating to credit institutions and financing companies;
Considering the opinion of the Financial Legislation and Regulation Advisory Committee dated 29 May 2013;
The Council of State heard;
The Council of Ministers heard,
Order:

  • Chapter I: Amendments to the Monetary and Financial Code
    • Section 1: Amendments to Book II Article 1 Learn more about this article...


      Articles L. 214-1 and L. 214-1-1 of the monetary and financial code are replaced by the following:
      "Art. L. 214-1.-I. ― Constituent collective investments:
      « 1° Collective securities investment bodies approved in accordance with Directive 2009/65/EC of the European Parliament and the Council of 13 July 2009 coordinating legislative, regulatory and administrative provisions concerning certain securities collective investment organizations, known as "OPCVM";
      « 2° Funds under the EU Directive 2011/61/ of the European Parliament and the Council of 8 June 2011 on alternative investment fund managers, said: "FIA";
      « 3° Collective investments other than those mentioned in 1° and 2°, said: "Other collective investments".
      “II. ― Constituent collective investment organizations:
      « 1° The UCITS;
      « 2° The IAF referred to in Article L. 214-24 II.
      "Art. L. 214-1-1.-Any investment funds constituted on the basis of a foreign law other than of a closed type, excluding an OPCVM mentioned in 1° of the I of Article L. 214-1 or an IAF authorized to commercialize in France pursuant to Article L. 214-24-1, shall be the subject, prior to the marketing of its shares or shares in France, of an AMF
      "A decree defines the conditions for issuing this authorization. »

      Article 2 Learn more about this article...


      Section 1 of chapter IV of Book II title I of the same code is amended as follows:
      1° The title of section 1 is replaced by the following title: "OPCVM";
      2° The title: "Subsection 1: Group Investment Organizations in Registered Securities in accordance with Directive 2009/65/EC of the European Parliament and the Council of 13 July 2009" is deleted;
      3° Paragraphs 1.2,3,4,5,6 and 7 respectively become subsections 1.2,3,4,5,6 and 7;
      4° In paragraph 5, which becomes subsection 5, subparagraphs 1 and 2 become paragraphs 1 and 2 respectively;
      5° In section L. 214-16, the word "subsection" is replaced by the word "section".

      Article 3 Learn more about this article...


      At the c of 2° of the I of Article L. 221-31 and at the e of 3° of the II of Article L. 621-5-3 of the same code, the words: "coordination of the legislative, regulatory and administrative provisions concerning certain securities collective investment organizations (VMSPOs)" are deleted.
      In the same code, with the exception of sections L. 214-1 and L. 632-8, the words: "a collective investment organization in securities" and "a collective investment agency in securities securities" are replaced by the words "OPCVM".

      Article 4 Learn more about this article...


      Section L. 214-2 of the same code is replaced by the following provisions:
      "Art. L. 214-2.-The UCITS are collective investment bodies approved in accordance with Directive 2009/65/EC of the European Parliament and the Council of 13 July 2009. »

      Article 5 Learn more about this article...


      After article L. 214-2 of the same code, articles L. 214-2-1 and L. 214-2 are inserted as follows:
      "Art. L. 214-2-1. - I. ― Any OPCVM of French law which proposes to market its shares or shares and, if any, of the categories of shares or shares, in another Member State of the European Union or party to the agreement on the European Economic Area, shall address before the competent authority of the host State, through the Autorité des marchés financiers, a notice record specifying the shares required for the sale,
      “II. ― The Autorité des marchés financiers shall promptly notify the OPCVM of the transmission by its care of the file referred to in I to the competent authority of the host State.
      "The shares or shares of the CSAP may be marketed in the host State from the date of the notification referred to in the preceding paragraph.
      "III. ― In the event of a change in the terms and conditions of marketing set out in the notification file or categories of shares or shares intended to be marketed, the CSAC shall notify, first through the Autorité des marchés financiers, the competent authority of the host State.
      "Art. L. 214-2-2. - Any OPCVM constituted on the basis of a foreign law shall, prior to the marketing of its shares or shares in France, be notified to the Autorité des marchés financiers by the competent authority of the Member State of origin of that body.
      "The general regulation of the Autorité des marchés financiers specifies the conditions of application of this section. »

      Article 6 Learn more about this article...


      Sub-section 2 of section 1 and sections 2 to 6 of chapter IV of title I of Book II of the same code are replaced by the following:


      “Section 2



      « FIA


      "Art. L. 214-24.-I. ― Investment funds under Directive 2011/61/ EU of the European Parliament and the Council of 8 June 2011, known as "FIA":
      « 1° Raise capital with a number of investors to invest them, in the interest of these investors, in accordance with an investment policy that these IAFs or their management companies define;
      « 2° They're not OPCVMs.
      "When the IAF does not generally delegate the management of the levied capital, and subject to the provisions of the last paragraph of II and the provisions of 2°, 3° and the last paragraph of III of this Article, the second paragraph of III of Article L. 532-9 and the I of Article L. 214-167, it shall meet the conditions applicable to the portfolio management companies and comply with the provisions applicable to those companies.
      “II. ―are governed by this section:
      « 1° IAFs open to non-professional investors governed by subsection 2;
      « 2° IAFs open to professional investors governed by subsection 3;
      « 3° Salary savings funds governed by subsection 4;
      « 4° Securing bodies governed by subsection 5.
      "When a portfolio management company manages one or more IAFs within 1° to 4° of this II whose total value of the assets, combined with the other assets it manages and calculated in accordance with Article 2 of the Delegated Regulation (EU) No 231/2013 of the Commission of 19 December 2012 is less than the thresholds mentioned in Article IV L. 532-9, these IAFs do not apply the provisions of paragraphs 1.3.4 and Their portfolio management company may choose to submit these IAFs to the provisions of paragraphs 1 to 5 of subsection 1.
      "III. ― FIAs that are not mentioned in II are called "Other FIAs".
      "When a corporation manages one or more "Other IAFs" whose total value of the assets, combined with the other assets it manages and calculated in accordance with Article 2 of the Delegated Regulation (EU) No. 231/2013 of the Commission of 19 December 2012:
      « 1° Is higher than the thresholds mentioned in the IV of Article L. 532-9, these "Other IAFs" designate a depositary and are managed by a portfolio management company. These "Other IAFs" apply the provisions of paragraphs 1 to 5 of subsection 1 and their management company is subject to the information obligations set out in the general regulation of the Autorité des marchés financiers;
      « 2° Is less than the thresholds mentioned in the IV of Article L. 532-9, these "Other IAFs" designate a depositary and are managed by a portfolio management company when they have at least one shareholder or non-professional shareholder. These "Other IAFs" do not apply the provisions of subsections 1.3.4 and 5 of subsection 1 and their portfolio management company is subject to the information obligations set out in the general regulation of the Autorité des marchés financiers. Their portfolio management company may choose to submit these "Other FIAs" to the plan described in 1°;
      « 3° Is less than the thresholds mentioned in the IV of Article L. 532-9, these "Other IAFs" are not required to designate a depositary and to be managed by a portfolio management company when they have only holders of professional shares or shareholders. These "Other IAFs" do not apply the provisions of paragraphs 1 to 5 of subsection 1. The legal person who manages these " Other FIA is registered with the Autorité des marchés financiers and is subject to the reporting obligations set out in the general regulation of the Autorité des marchés financiers. It may choose to submit these "Other FIAs" to the regime described in 1°.
      "When a portfolio management company manages one or more IAFs under this section II and one or more " Other IAFs” under this III, whose total value of assets, combined with the other assets it manages and calculated in accordance with Article 2 of the Commission's Delegated Regulation (EU) No. 231/2013 of 19 December 2012 is less than the thresholds mentioned in Article IV of Article L. 532-9, these IAFs do not apply the provisions of paragraphs 1.3.4 and 5 of subsection 1 and their management company is subject to the regulations Their portfolio management company may choose to submit these FIAs to the plan described in 1°.
      "IV. ― A "FIA feeder within the meaning of Directive 2011/61/ EU of the European Parliament and Council of 8 June 2011" is an FIA that meets one of the following conditions:
      « 1° To be invested at least 85% of its assets in the shares or shares of a master IAF within the meaning of Directive 2011/61/ EU of the European Parliament and Council of 8 June 2011;
      « 2° Being invested at least 85% of its assets in several master IAFs when these master IAFs have identical investment strategies;
      « 3° Being exposed for at least 85% of its assets to a master FIA.
      "A master IAF within the meaning of Directive 2011/61/ EU of the European Parliament and Council of 8 June 2011 is an IAF in which another IAF invests or to which another IAF is exposed in accordance with 1°, 2° or 3°.
      "V. ― The head office and central administration of an IAF or portfolio management company that manages an IAF are located in France. However, those of the management society may be located in another Member State of the European Union or a third country where it operates in France in the free establishment or free provision of services under Article L. 532-21-3 or Article L. 532-30.
      "VI. ― An IAF that has not globally delegated the management of its portfolio to a portfolio management company has an initial capital of at least €300,000.
      « VII. ― The "principal broker" is a credit institution, a regulated investment company or another entity subject to prudential regulation and adequate oversight providing services to professional investors primarily to finance and execute transactions on financial instruments as counterparties and may also provide other services such as the compensation and settlement of transactions, conservation services, securities lending, technical services and custom operational support.
      « VIII. ― The portfolio management company may delegate its functions under the conditions established by the general regulation of the Autorité des marchés financiers.
      « IX. - I to IV are applicable to compartments as defined in Article L. 214-24-26.


      "Subsection 1



      “Common provisions



      “Paragraph 1



      « FIA marketing procedure
      “Subparagraph 1
      “Commercialization Procedure
      de FIA en France


      "Art. L. 214-24-1.-I. ― Any French portfolio management company, any registered management company established in a Member State of the European Union or any manager established in a third country shall forward, prior to the marketing in France of shares or shares of FIA established in a Member State of the European Union or in a third country to professional customers, with or without a passport, a notification to the Autorité des marchés financiers for each FIA that it has. The conditions of this marketing are set by decree. The general regulation of the Autorité des marchés financiers sets out the terms of notification.
      "For the marketing in France of shares or shares of IAF established in a Member State of the European Union or in a third country, without passport, with professional customers, the manager referred to in the first paragraph shall respect, in addition to the provisions of this section, as well as the legislative and regulatory provisions applicable to portfolio management companies, with the exception of articles L. 214-24-4 to L. 214-24-11, the special conditions defined by decree.
      “II. ― When commercialization with professional customers concerns a fed FIA within the meaning of the IV of Article L. 214-24, established in a Member State of the European Union and managed by a portfolio management company, this commercialization is subject to the condition that the FIA master within the meaning of Article L. 214-24 is also an FIA established in a Member State of the European Union, managed by an approved management company of the European Union
      "A French portfolio management company may, under the conditions defined by decree, market in France, to professional customers, with or without a passport, shares or shares of FIA of third countries or FIA feeders within the meaning of Article IV L. 214-24 established in a Member State of the European Union, which do not meet the requirements mentioned in the first paragraph of the II.
      "III. ― Any French portfolio management company, any registered management company established in a Member State of the European Union, or any manager established in a third country whose reference Member State is France, may market in France, with non-professional customers, shares or shares of FIA that it or it manages established in a Member State of the European Union or in a third country under the conditions defined by the general regulation of the Autorité des marchés financiers.


      “Subparagraph 2
      « Procedure for marketing FIA in a Member State
      of the European Union other than France


      "Art. L. 214-24-2.-I. ― Any French portfolio management company or any manager established in a third country, which proposes to market, with a passport, to professional customers, shares or shares of an IAF established in a Member State of the European Union or a third country, in a Member State of the European Union other than France, shall forward to the Autorité des marchés financiers a notification file for each IAF concerned.
      “II. ― When commercialization with professional customers concerns shares or shares of a fed FIA within the meaning of Article IV of Article L. 214-24, established in a Member State of the European Union, this marketing is subject to the condition that the master FIA within the meaning of Article IV of Article L. 214-24 is also an FIA established in a Member State of the European Union, managed by an approved management company of the European Union.
      "A French portfolio management company may, under the conditions defined by decree, market in a Member State of the European Union, with a passport, with professional customers, shares or shares of FIA of third countries or fed FIAs within the meaning of the IV of Article L. 214-24 established in the European Union and which do not meet the requirements mentioned in the preceding paragraph.
      "III. ― The Autorité des marchés financiers shall promptly notify the FIA or its manager of the transmission by its care of the file referred to in I to the competent authority of the host State. It includes an attestation that the relevant IAF manager is approved to manage the IAF according to a specific investment strategy.
      "The shares or shares of the IAF may be marketed in the host State from the date of the notification referred to in the preceding paragraph.
      "IV. ― For the marketing of shares or shares of an IAF established in the European Union, when the IAF reports to a competent authority other than the Autorité des marchés financiers, it also informs the competent authorities of which the IAF reports on the possibility for the French portfolio management company or the manager to start marketing the shares or shares of the IAF in the host Member State.
      "When the marketing involves the shares or shares of an IAF established in a third country managed by a French portfolio management company, or the shares or shares of an IAF established in a Member State of the European Union managed by a manager established in a third country whose France is the reference Member State, or the shares or shares of an IAF established in a third country managed by a manager established in a third country of which the France is the
      "V. ― In the event of a substantial change in the notification file, the French portfolio management company or the relevant IAF manager shall notify the Autorité des marchés financiers at least one month in writing before implementing the change, or immediately after an unforeseen change.
      "If a planned change leads to the management of the shares or shares of the IAF by the French portfolio management company or the manager no longer complies with the legislative and regulatory provisions applicable to portfolio management companies, the Autorité des marchés financiers promptly informs this portfolio management company or manager that it should not proceed with this amendment.
      "If a planned change is implemented in the unawareness of the first and second subparagraphs, or if an unforeseen change has the effect that the management of the shares or shares of the IAF no longer complies with this section or that the Portfolio Management Corporation or the Manager no longer complies with the legislative and regulatory provisions applicable to portfolio management companies, the Autorité des marchés financiers takes the necessary measures, including, where applicable, the prohibition to market.
      "The Autorité des marchés financiers shall promptly inform the competent authorities of the host Member State of the Portfolio Management Corporation or the Manager of the amendments that do not affect the conformity of the management of the shares or shares of the IAF with this section or the compliance by the Portfolio Management Corporation or the Manager of the legislative and regulatory provisions applicable to portfolio management companies.
      "VI. ― The manager's notification letter referred to in I and the attestation referred to in III are provided in a standard financial language.
      « VII. ∙ The general regulation of the Autorité des marchés financiers specifies the conditions for the application of this section.


      “Paragraph 2



      « Depositary


      "Art. L. 214-24-3.-In the context of their respective roles, the portfolio management company and the depositary act honestly, loyally, professionally, independent and in the interest of the IAF and the shareholders or shareholders of the IAF.
      "Art. L. 214-24-4.-The IAF or its management company shall ensure that a single depositary is designated.
      "Under the conditions laid down by the general regulation of the Autorité des marchés financiers, the designation of the depositary is materialized by a written contract. This contract includes the information necessary to enable the depositary to perform its functions.
      "Art. L. 214-24-5.-The depositary is selected from a list of entities arrested by the Minister responsible for the economy. The depositary of FIA may delegate its functions under the conditions established by the general regulation of the Autorité des marchés financiers.
      "Art. L. 214-24-6.-To avoid conflicts of interest between the depositary, the management company, the FIA and its shareholders:
      « 1° The FIA or its management company does not act as depositary;
      « 2° A principal broker acting as a counterpart to the IAF may not be the depositary, unless he has separated, on a functional and hierarchical basis, the performance of his duties as depositary and his duties as principal broker and that potential conflicts of interest are appropriately identified, managed, monitored and disclosed to IAF investors. The delegation, by the depositary, of its duties to preserve assets to such a principal broker is authorized, provided that the latter fulfils the conditions established by the general regulation of the Autorité des marchés financiers;
      « 3° A depositary may not carry on activities that relate to the IAF or the management company acting on its behalf, which would be likely to result in conflicts of interest between the IAF, holders of shares or shareholders of that IAF, the management company and the depositary itself, unless the depositary has separated, on a functional and hierarchical basis, the performance of its potential custodial duties and other duties and that the conflicts of interest identified
      "The assets of the IAF kept by the depositary are not reused by the depositary unless the IAF or its management company has previously agreed.
      "Art. L. 214-24-7.-An IAF established in France means a depositary with its head office or branch office in France.
      "When the FIA is established in a third country and its management company is approved by the Autorité des marchés financiers, the depositary may be established in France or in the State of origin of the FIA.
      "When the FIA is established in a third country and it has as a reference Member State France, its depositary may be established in France, in the State of origin of the FIA or in the Member State of origin or of reference of the management society.
      "The list of entities that may be depository of IAF from third countries is determined by order of the Minister responsible for the economy.
      "Art. L. 214-24-8.-I. ― In the conditions established by the general regulation of the Autorité des marchés financiers, the depositary shall:
      « 1° Any payments made by shareholders or shareholders, or on their behalf, on the subscription of shares or shares of IAF, have been received and all liquidities have been recorded;
      « 2° And in general the proper monitoring of FIA liquidity flows.
      “II. ― The depositary to whom is entrusted the custody of the assets of an IAF:
      "1° Assure, under the conditions established by the General Regulation of the Autorité des marchés financiers, the conservation of the financial instruments registered on an account of financial instruments opened in its books and the financial instruments which are physically delivered to it;
      « 2° For other assets, check that they are the property of the FIA and keep the register.
      "III. The depositary:
      « 1° Ensure that the sale, issuance, redemption, refund and cancellation of shares or shares made by or on behalf of the IAF are in accordance with the legislative or regulatory provisions, regulations and constitutive documents and the IAF prospectus;
      « 2° Ensure that the calculation of the value of the shares or shares of the IAF is carried out in accordance with the legislative or regulatory provisions, the regulations and the constituent documents and the IAF prospectus;
      « 3° Performs the instructions of the IAF or its management corporation provided that they are not contrary to the legislative or regulatory provisions, regulations and constituent documents and the IAF prospectus;
      « 4° Ensure that, in transactions involving the assets of the IAF, the counterparty is returned to it within the time limits of use;
      « 5° Ensure that IAF products receive an assignment in accordance with legislative or regulatory provisions, regulations and constituting documents and the IAF prospectus.
      "The conditions for the application of this section are specified by the general regulation of the Autorité des marchés financiers.
      "Art. L. 214-24-9.-The depositary may not delegate to third parties the functions conferred upon him by Article L. 214-24-8 I and III.
      "The depositary may delegate to third parties the duties of asset custody under the conditions established by the general regulation of the Autorité des marchés financiers.
      "Art. L. 214-24-10.-I. ― The depositary of the IAF shall be liable in respect of the IAF or in respect of the holders of shares or shareholders of the loss by the depositary, or by a third party to whom the retention was delegated, of the financial instruments retained in accordance with the II of Article L. 214-24-8.
      "In the event of loss of retained financial instruments, the depositary shall return to the IAF financial instruments, including instruments of the monetary market, of the same type or their equivalent in monetary value without unnecessary delay, The liability of the depositary shall not be incurred if it proves that the loss results from an external event and that all the conditions of Article 101 of the Delegated Regulation No. 231/2013 of the Commission of 19 December 2012 are fulfilled.
      "The depositary shall be liable in respect of the IAF or in respect of the holders of shares or shareholders of the IAF, any other loss resulting from the negligence or intentional misperformance of its obligations.
      “II. ― The delegation to a third of the IAF asset custody referred to in II of Article L. 214-24-8 does not exempt the depositary from its responsibility.
      "III. ― By derogation from II, the depositary is exempt from liability if he is able to prove that:
      « 1° All obligations relating to the delegation of its conservation tasks referred to in Article L. 214-24-9 are fulfilled;
      « 2° A written contract between the depositary and the third party expressly transfers the responsibility of the depositary to that third party and allows the IAF or its management company to file a complaint against the third party for the loss of financial instruments or the depositary to file a complaint on their behalf;
      « 3° A written contract between the depositary and the IAF or its management company expressly authorizes a discharge of the responsibility of the depositary and establishes the objective reason for such discharge.
      "IV. - By derogation from II, where the legislation of a third country requires that certain financial instruments be retained by a local entity and that no local entity meets the requirements of the delegation as defined in the second paragraph of Article L. 214-24-9, the general regulation of the Autorité des marchés financiers provides the conditions under which the depositary may discharge its responsibility.
      "Art. L. 214-24-11.-The custodian's responsibility with respect to holders of shares or shareholders of the IAF may be directly, or indirectly through the management company, depending on the legal nature of the existing relationship between the depositary, the management company and shareholders.
      "Art. L. 214-24-12.-The Autorité des marchés financiers may obtain from the depositary, upon request, all information obtained in the exercise of its functions and necessary for the exercise of the duties of that authority.
      "If the IAF is registered or registered with another authority or the management company has its head office in another Member State or a third country, the Autorité des marchés financiers shall forthwith communicate the information received to the competent authorities of which the IAF or the management company reports.


      “Paragraph 3



      « Evaluation


      "Art. L. 214-24-13.-The IAF or its management company is responsible for the correct assessment of IAF assets and the calculation and publication of its liquidative value. The designation of an external evaluation expert by the IAF or the management company does not exempt them from their respective responsibility.
      "The external evaluation expert is responsible for the IAF or its management company for any harm suffered by the IAF and caused by its negligence or intentional failure to perform its duties. Any contractual arrangement by otherwise having is deemed null and void.
      "Art. L. 214-24-14.-The IAF or its management company shall ensure that procedures are established for the appropriate and independent assessment of IAF assets and the calculation of the liquidative value of its shares or shares, in accordance with the legislative and regulatory provisions.
      "The general regulation of the Autorité des marchés financiers specifies the rules for the valuation of assets and the calculation of the liquidative value of the shares or shares of IAFs.
      "Art. L. 214-24-15.-Under the conditions set out in the general regulation of the Autorité des marchés financiers, IAFs or their management companies shall ensure that the evaluation function is performed by:
      « 1° An external evaluation expert, who is either an independent physical or legal person of the IAF or its management company and any other person with close links to the IAF or the management company;
      « 2° The FIA or its management company, provided:
      “(a) Whether the evaluation task is functionally independent of portfolio management on behalf of third parties and collective investments, and compensation policy;
      “(b) That they adopt measures guaranteeing the absence of conflicts of interest and influences on the employees of the management society.
      "The designated repository for an IAF may only be designated as an external expert in the evaluation of this IAF if it has separated, functionally and hierarchically, the performance of its depositary functions and external evaluation tasks and that potential conflicts of interest are identified, managed, monitored and disclosed to the holders of IAF shares or shareholders in an appropriate manner.
      "Art. L. 214-24-16.-I. ― When the IAF or its management company delegates the evaluation function to an external evaluation expert, the IAF or its management company must be able to demonstrate to the Autorité des marchés financiers that:
      « 1° This expert is subject to compulsory professional registration recognized by statutory or regulatory provisions, or by professional rules of conduct;
      « 2° This expert offers sufficient professional guarantees to effectively exercise his evaluation function.
      “II. ― The designated external evaluation expert does not delegate his evaluation function to a third party.
      "III. ― The IAF or its management firm notifies the identity of the external evaluation expert that it has designated to the Autorité des marchés financiers. This authority may require the designation of another external evaluation expert if the conditions set out in I are not met.
      "The conditions for the application of this section are set by the general regulation of the Autorité des marchés financiers.
      "Art. L. 214-24-17.-The evaluation is conducted in an impartial manner and with the appropriate skill, care and diligence.
      "Art. L. 214-24-18.-When the evaluation is conducted in accordance with the 2° of section L. 214-24-15, the Autorité des marchés financiers may require that the evaluation procedures established by the FIA or its management company, as well as the evaluations performed, be audited by an external evaluation expert or, where applicable, by an auditor.


      “Paragraph 4



      “Information
      “Subparagraph 1
      « Investor information


      "Art. L. 214-24-19.-The management company publishes an annual report per fiscal year for each FIA of the European Union that it manages and for each FIA that it markets in the European Union within the deadline set by decree. This annual report is communicated to IAF holders or shareholders on their application. It is made available to the Autorité des marchés financiers and, if applicable, to the member State of origin of the FIA.
      "The IAF or its management company shall prepare annual accounts including an assessment, an outcome account and an annex in accordance with the accounting requirements set out by regulation of the Authority of Accounting Standards or in accordance with the accounting standards of the third country in which the IAF is established.
      "When it is managed or marketed in the European Union, the IAF or its management company shall make available to investors, in accordance with the regulations or the statutes of the IAF, the information provided by the general regulation of the Autorité des marchés financiers, before they invest in the IAF, as well as any substantial change in this information.


      “Subparagraph 2
      "Information of the Authority
      Financial markets


      "Art. L. 214-24-20.-I. ― The FIA or its management company regularly reports to the Autorité on the financial markets of the major markets on which it or it operates, of the main instruments that it or it negotiates.
      "It provides information on the main instruments it negotiates, on the markets it operates, on its main exhibitions and on its most important concentrations.
      “II. ― When managed or marketed in the European Union, the IAF or its management company shall communicate to the Autorité des marchés financiers the elements described by the general regulation of that authority.
      "III. ― The IAF or its management company shall, upon request, provide to the Autorité des marchés financiers the elements described by the general regulation of that authority.
      "IV. ― When substantially resorting to the leverage effect defined in VI, the IAF or its management company shall transmit to the Autorité des marchés financiers information on the general level of leverage used, on the breakdown of the leverage effect as it results from the borrowing of liquidity, financial instruments or financial contracts, and on the reuse of the assets of the IAF in the framework of adjustments related to
      "In particular, the identity of the five main sources of liquidity or borrowed financial instruments, including monetary market instruments, and the amount of leverage for each of these sources.
      "When the management company is established in a third country, the reporting obligations under this IV are limited to the IAFs of the European Union it manages and to the IAFs of third countries it markets in the European Union.
      "V. ― Where necessary for the effective monitoring of systemic risk, the Autorité des marchés financiers may require additional information to those described in this section, on a regular basis or upon request. The Autorité des marchés financiers informs the European Autorité des marchés financiers of the additional information required.
      "In exceptional circumstances, and where necessary to ensure the stability and integrity of the financial system or to promote long-term sustainable growth, the Autorité des marchés financiers may, at the request of the European Financial Markets Authority, impose additional reporting requirements.
      "VI. ― The leverage effect is any method by which the exposure of the IAF is increased, whether by borrowing liquidity or financial instruments, by derivative positions or by any other means.


      “Paragraph 5



      “ Participation and control


      "Art. L. 214-24-21.-I. ― This paragraph shall apply, subject to the conditions set out in Article 6 of Directive 2002/14/EC of 11 March 2002:
      « 1° A one or more IAFs managed by the same management company that, either separately or jointly pursuant to an agreement entered into for this purpose, acquire control of a corporation or issuer referred to in Article L. 214-24-23;
      « 2° To IAFs or their management companies cooperating with one or more other IAFs or their management companies pursuant to an agreement that they or they jointly acquire control of a corporation or issuer referred to in L. 214-24-23.
      “II. ― This subsection is not applicable where the entity subject to participation or control is:
      « 1° A small or medium-sized company within the meaning of Commission Regulation (EC) No 800/2008 of 6 August 2008 declaring certain categories of aids compatible with the common market pursuant to Articles 87 and 88 of the treaty.
      « 2° Or a special purpose entity created for the acquisition, possession or management of real estate assets.
      "Art. L. 214-24-22.-When the FIA acquires, cedes or holds shares of a corporation whose registered office is established in a Member State of the European Union and whose shares are not allowed to negotiate on a regulated market of a Member State of the European Union, the FIA or its management company shall notify the Autorité des marchés financiers, within a period fixed by decree, of the share of rights held by the
      "The previous paragraph is also applicable to the IAF or its management corporation that acquires, without control, an interest in a corporation referred to in the preceding paragraph.
      "Art. L. 214-24-23.-A decree sets out the conditions under which the IAF or their management companies referred to in Article I. 214-24-1 acquires control:
      « 1° A company whose registered office is established in a Member State of the European Union and whose shares are not allowed to negotiate on a regulated market, of a Member State of the European Union. By derogation fromArticle L. 233-3 of the Commercial Code, control means the detention of more than 50% of the voting rights of the society concerned;
      « 2° From a transmitter within the meaning of paragraph 1 of Article 2 of Directive 2004/109 of 15 December 2004, whose registered office is established in a Member State of the European Union and whose actions are allowed to negotiate on a regulated market of a Member State of the European Union. The control is then determined in accordance with the law in force in the State in which the head office of the transmitter is established.


      "Subsection 2



      « Funds open to non-professional investors



      “Paragraph 1



      "General Investment Fund
      “Subparagraph 1
      “Agreement


      "Art. L. 214-24-24.-The constitution, transformation or liquidation of a general purpose investment fund or a general purpose investment fund compartment shall be subject to the approval of the Autorité des marchés financiers.
      "The Autorité des marchés financiers may withdraw its approval to any general-purpose investment fund or investment fund compartment with a general purpose.


      “Subparagraph 2
      "General Investment Fund Regime
      General purpose


      "Art. L. 214-24-25.-The general purpose investment funds take the form of either variable capital investment companies known as "SICAV" or mutual investment funds.
      "The general purpose investment funds may include different classes of shares or shares under conditions fixed by the regulation of the fund or the statutes of the SICAV, according to the requirements of the general regulation of the Autorité des marchés financiers.
      "Art. L. 214-24-26.-I. ― A general purpose investment fund may include one or more compartments if its statutes or regulations provide for it. Each compartment gives rise to the issuance of a class of shares or shares representative of the assets of the general purpose investment fund allocated to it. By derogation fromArticle 2285 of the Civil Code and unless otherwise stipulated by the statutes or by the regulation of the general purpose investment fund, the assets of a specified compartment only meet debts, commitments and obligations and receive only claims relating to that compartment.
      "The Autorité des marchés financiers defines the conditions under which the constitution of each compartment is subject to its approval, as well as the conditions under which, depending on the net value of the assets allocated to the corresponding compartment, the liquidative value of each class of shares or shares is determined.
      “II. ― Each compartment shall be the subject, within the accounting of the general purpose investment fund, of a separate accounting which may be held in any monetary unit under the conditions established by the decree provided for in Article L. 214-24-52.
      "Art. L. 214-24-27.- Creditors whose title results from the conservation or management of the assets of a general-purpose investment fund shall only take action on these assets.
      "The creditors of the depositary cannot continue to pay their claims on the assets of a general purpose investment fund retained by him.
      "Art. L. 214-24-28.-When the general purpose investment fund is open to non-professional investors, the III and IV of Article L. 214-24-10 are not applicable.
      "Art. L. 214-24-29.-The SICAV is an anonymous corporation or a simplified share corporation, other than a simplified share corporation established by a single person and whose statutes expressly prohibit the plurality of partners, which is the sole purpose of managing a portfolio of financial instruments and deposits.
      "The headquarters and the central administration of the SICAV are located in France.
      "Subject to section L. 214-24-33, the shares of the SICAV shall be issued and redeemed by the company upon request, as the case may be, of subscribers or shareholders and of the liquidative value increased or decreased, as the case may be, of fees and commissions.
      "When the SICAV is an anonymous company, its actions can be allowed to negotiations on a regulated market under conditions set by decree.
      "The amount of capital is equal at any time to the value of the corporation's net assets, deducting from the distributable amounts defined in section L. 214-24-51.
      "Art. L. 214-24-30.-A SICAV can globally delegate portfolio management to a portfolio management company. The initial capital of a SICAV which makes use of this possibility cannot be less than an amount fixed by decree.
      "Art. L. 214-24-31.-By derogation from titles II and III of Book II and title II of Book VIII of the Commercial Code, the following provisions apply to SICAV:
      « 1° The actions are fully released upon their issuance;
      « 2° Any in-kind input is appreciated by the External Auditor under his responsibility;
      « 3° The ordinary general assembly may be held without a quorum required; the same is true, on the second convocation, of the extraordinary general assembly;
      « 4° At the same time, a single natural person may hold five terms of office as Director General, Director General or Single Director General of SICAV in the form of an anonymous company with a seat in French territory. The terms of reference of Director General, Director General or Single Director General within a SICAV are not taken into account for the cumulative rules referred to in Book II of the Commercial Code;
      « 5° The terms of a permanent representative of a legal entity on the board of directors or supervision of a SICAV are not considered for the application of Articles L. 225-21, L. 225-77 and L. 225-94-1 of the Commercial Code ;
      « 6° The board of directors, the board of directors or, where the SICAV is a simplified share corporation, the directors of this company designate the auditor for six years, after agreement of the Autorité des marchés financiers. The designation of an alternate auditor is not required;
      « 7° Payment of distribuable products shall be made within one month after the holding of the General Assembly having approved the accounts of the year;
      « 8° The extraordinary general assembly that decides a transformation, merger or split, empowers the board of directors, the board of directors, or, where the SICAV is a simplified equity corporation, the directors of that corporation, to assess the assets and determine the parity of the exchange at a time fixed by the corporation; these transactions are carried out under the control of the Auditor without the need to designate a Merger Commissioner; the General Assembly is exempt from approving the accounts if they are certified by the Auditor;
      « 9° In case of capital increase, shareholders do not have a preferential right to subscribe to new shares;
      « 10° The statutes contain the assessment of in-kind contributions. The report is prepared in the light of a report annexed to them and prepared under its responsibility by the External Auditor; the statutes cannot provide for particular benefits;
      « 11° The annual general meeting is held within five months of the year's closing.
      "Art. L. 214-24-32.-The provisions of Articles L. 224-1, L. 224-2, of the second paragraph of Article L. 225-2, of Articles L. 225-3 to L. 225-16, L. 225-26, L. 225-258 to L. 225-270, of the fourth paragraph of Article L. 227-1, of Articles L. 227-13 to L. 227-16, L.
      "SICAV cross-border mergers are not governed by Articles L. 236-25 to L. 236-32 of the Commercial Code.
      "Art. L. 214-24-33.-The acquisition by the SICAV of its shares such as the issuance of new shares may be suspended, on an interim basis, by the board of directors, the board or the directors of the simplified share corporation, when exceptional circumstances require it and if the interest of the shareholders or the public orders it, under conditions established by the statutes of the corporation.
      "In the same circumstances, where the assignment of certain assets would not be in accordance with the interests of shareholders, these assets may be transferred to a new SICAV. In accordance withArticle L. 236-16 of the Commercial Code, the split is decided by the extraordinary general assembly of shareholders of the SICAV. By derogation fromArticle L. 225-96 of the Commercial Code and at the 3rd of Article L. 214-24-31 of this Code, this assembly may be held, from the first convocation, without a quorum being required. By derogation from Article L. 214-24-48, this split is not subject to the approval of the Autorité des marchés financiers but is declared to it without delay. Each shareholder receives a number of shares of the new SICAV equal to that held in the old. The created SICAV cannot issue new actions. Its shares are amortized as its assets are disposed of. The conditions of application of this paragraph are defined by decree.
      "The general regulation of the Autorité des marchés financiers sets out the other cases and conditions under which the statutes of the SICAV provide, if any, that the issuance of the shares is temporarily or definitively interrupted.
      "Art. L. 214-24-34.-Subject to section L. 214-24-41, the joint investment fund, which does not have a corporate personality, is a co-ownership of financial instruments and deposits whose shares are issued and redeemed at the request, as the case may be, of subscribers or holders and of the liquidative value increased or decreased, as the case may be, of fees and commissions. Do not apply to the mutual fund the provisions of Civil code relating to indivision or to articles 1871 to 1873 of the same code relating to participating companies.
      "Parties may be admitted to negotiations on a regulated market under conditions established by decree.
      "Art. L. 214-24-35.-The joint investment fund is set up on the initiative of a management company, which manages it. This corporation sets out the settlement of the fund.
      "Subscription or acquisition of shares of a common investment fund shall take acceptance of its regulations.
      "Art. L. 214-24-36.-The minimum amount of assets to be collected by the fund during its constitution is determined by decree.
      "These assets are assessed, in the light of a report prepared by the External Auditor, under conditions established by decree. Any in-kind input is appreciated by the auditor under his or her responsibility.
      "Art. L. 214-24-37.-In all cases where provisions relating to companies and financial securities require the indication of the name, first name and domicile of the holder of the title as well as for all transactions made on behalf of the co-owners, the designation of the mutual fund may be validly substituted for that of all co-owners.
      "Art. L. 214-24-38.-Unless otherwise stipulated in the settlement of the fund, the holders of shares or their beneficiaries may not cause the sharing of the mutual fund.
      "Art. L. 214-24-39.-The shareholders shall be held debts of the condominium only to the assets of the fund and proportionate to their share.
      "Art. L. 214-24-40.-The manager, the board of directors or the board of the management corporation shall designate the auditor of the fund for six years, after agreement of the Autorité des marchés financiers. The designation of an alternate auditor is not required.
      "The holders of shares of the fund shall exercise the rights recognized to shareholders by the Articles L. 823-6 and L. 823-7 of the Commercial Code.
      "The Auditor shall bring to the attention of the General Assembly of the Management Society the irregularities and inaccuracies that he has noted in the fulfilment of his mission.
      "Art. L. 214-24-41.-The redemption by the fund of its shares and the issuance of new shares may be suspended on an interim basis by the management company when exceptional circumstances require it and if the interest of the shareholders or the public the order, under conditions fixed by the settlement of the fund.
      "In the same circumstances, where the assignment of certain assets would not be in accordance with the interest of shareholders, such assets may be transferred to a new fund. The split is decided by the management company. By derogation from Article L. 214-24-48, it is not subject to the approval of the Autorité des marchés financiers but is declared to it without delay. Each holder receives a number of shares of the new fund equal to that held in the former. The fund created cannot issue new shares. Its shares are amortized as its assets are disposed of. The conditions of application of this paragraph are defined by decree.
      "The general regulation of the Autorité des marchés financiers sets out the other cases and conditions under which the settlement of the fund provides, if any, that the issuance of shares is temporarily or definitively interrupted.
      "Art. L. 214-24-42.-The mutual fund is represented in respect of third parties by the corporation responsible for its management. This company may take legal action to defend or assert the rights or interests of shareholders.
      "Art. L. 214-24-43.-The management company is required to make the declarations provided for in Articles L. 225-126 and L. 233-7 of the Commercial Codefor all shares held by the mutual funds it manages.
      "The II and III of Article L. 225-126 and Articles L. 233-14 and L. 247-2 of the Commercial Code are applicable.
      "When the management company meets the obligation to notify the crossing of thresholds referred to in section L. 214-24-22, it is not required to the information requirement referred to in section L. 214-24-22 II of Article L. 233-7 of the Commercial Code for the same thresholds.


      “Subparagraph 3
      "Requirements of the management company, the responsible entity
      and the External Auditor


      "Art. L. 214-24-44.-General investment funds and their management companies act independently and in the sole interest of shareholders or shareholders. They have sufficient guarantees regarding their organization, technical and financial means, the honesty and experience of their leaders.
      "Art. L. 214-24-45.-Without prejudice to the provisions of Title III of Book II of the Commercial Code, the liquidation conditions and the distribution of assets shall be determined by regulation or by the statutes of the general purpose investment fund. The management company or the depositary shall assume the functions of liquidator; If the liquidator fails to do so, the liquidator shall be tried at the request of any interested person.
      "However, by derogation from the provisions of title III of Book II of the Commercial Code, where the management company or the depositary may justify serious difficulties in performing these liquidator functions, they shall be assumed by a third person designated by the president of the Paris Grand Instance Court at the request of the President of the Autorité des marchés financiers.
      "Art. L. 214-24-46.-In the conditions defined by the general regulation of the Autorité des marchés financiers, liability for third parties of the centralization of orders of subscription and of redemption of shares or shares of investment funds of a general purpose is entrusted by the investment fund of a general purpose or, where applicable, by the portfolio management company that represents it either to that investment fund, or to the depositary, or to an investment company The entity entrusted with this responsibility has adequate and adequate means to ensure this function.
      "An order of subscription or redemption transmitted to the entity responsible for centralization of orders is irrevocable, on the date and under the conditions defined by the general regulation of the Autorité des marchés financiers.
      "Art. L. 214-24-47.-The External Auditor is required to report to the Autorité des marchés financiers as soon as possible any facts or decisions regarding the general purpose investment fund that he has been aware of in the course of his mission, such as:
      « 1° A breach of the legislative or regulatory provisions applicable to this general purpose investment fund that may have significant effects on its financial situation, outcome or heritage;
      « 2° To affect the conditions or continuity of its operation;
      « 3° To result in the issuance of reservations or refusal of the certification of accounts.
      "The External Auditor is relieved of professional secrecy with respect to the Autorité des marchés financiers.
      "The responsibility of the External Auditor may not be incurred for the information or disclosures of facts to which he or she carries out the obligations imposed by this section.
      "The Autorité des marchés financiers can also provide the auditor with the general purpose investment fund with information necessary to carry out its mission. The information transmitted is covered by professional secrecy.


      “Subparagraph 4
      « Operating rules


      "Art. L. 214-24-48.-The merger, splitting or absorption of a general purpose investment fund or a compartment shall be subject to the approval of the Autorité des marchés financiers.
      "Art. L. 214-24-49.-The statutes of an SICAV or the regulation of a common investment fund set the duration of accounting exercises that cannot exceed twelve months. However, the first exercise may extend over any period not exceeding eighteen months.
      "In a period of six weeks from the end of each semester of the fiscal year, the SICAV and the management company, for each of the funds it manages, establish the inventory of the assets under the control of the depositary.
      "These companies are required to publish, within eight weeks of the end of each semester of the fiscal year, the composition of the assets. The Accounts Commissioner controls the composition of the assets before publication. At the end of this period, any shareholder or shareholder who makes the request is entitled to the communication of the document.
      "At least 30 days before the meeting of the General Assembly to approve them, the SICAV is also required to publish its results account and its balance sheet. It is exempt from publishing them again after the General Assembly, unless the General Assembly has amended them.
      "Art. L. 214-24-50.-The net result of a general-purpose investment fund is equal to the amount of interest, arrears, premiums and lots, dividends, presence tokens and all other products relating to securities that constitute the portfolio, plus the product of the currently available sums and decreases the amount of the management fees and the charge of loans.
      "Art. L. 214-24-51.-The sums distributed by a general purpose investment fund are made by:
      « 1° The increased net result of the rescheduling and increased or decreased balance of the income regularization account;
      « 2° Accumulated surplus-values, net of costs, decreased of realized less-values, net of fees, recorded during the year, increased net surplus-values of the same nature observed in previous years that have not been distributed or capitalized and decreased or increased from the balance of the surplus-value regularization account.
      "The sums mentioned in 1° and 2° can be distributed, in whole or in part, independently of each other.
      "The payment of distribuable amounts shall be made within a maximum period of five months following the closing of the fiscal year.
      "Art. L. 214-24-52.-By derogation from provisions of the first paragraph of Article L. 123-22 of the Commercial Code, the accounting of a general purpose investment fund may be held in any monetary unit, according to the terms fixed by decree.
      "Art. L. 214-24-53.-Where the Authority is aware of an offence under this Code committed by an auditor of a management corporation or a general purpose investment fund or considers that the conditions of independence required for the performance of the audit's mission are not fulfilled, the Autorité des marchés financiers may request the competent court to take up its duties under the terms and conditions referred to above.Article L. 823-7 of the Commercial Code.
      "The Autorité des marchés financiers may also denounce the offence to the competent disciplinary authority and provide it with all the information necessary for its good information.
      "Art. L. 214-24-54.-The general purpose investment funds provide the Bank of France with the information needed to develop monetary statistics.


      “Subparagraph 5
      "Invest rules


      "Art. L. 214-24-55.-I. ― Under conditions established by decree in the Council of State, the assets of a general purpose investment fund include:
      « 1° Financial securities within the meaning of 1 and 2 of Article L. 211-1, referred to as "eligible financial securities";
      « 2° Monetary market instruments usually negotiated on a monetary market, which are liquid and whose value can be determined at any time;
      « 3° Shares or shares of collective investments of French law, of collective investment in securities constituted on the basis of a foreign law, of IAF established in another Member State of the European Union, or of investment funds constituted on the basis of a foreign law, which are proposed to buy back at the request of holders or shareholders;
      « 4° Deposits with French or foreign credit institutions;
      « 5° Financial contracts within the meaning of Article L. 211-1 III;
      « 5° bis Subscription vouchers, cash vouchers, promissory notes and mortgage tickets;
      « 6° As an accessory, liquidity;
      « 7° Claims.
      "SICAVs can acquire the furniture and buildings necessary for the direct exercise of their activity.
      “II. ― Are assimilated to financial securities mentioned in 1° of the I the shares or shares of collective investments or closed-type investment funds that meet the criteria defined by decree in the Council of State.
      "Art. L. 214-24-56.-In conditions established by decree in the Council of State, a general-purpose investment fund may carry out temporary acquisitions and assignments of financial instruments, as well as borrowings of cash.


      “Subparagraph 6
      "General Investment Fund
      Masters and nurses


      "Art. L. 214-24-57.-I. ― The statutes or the regulation of a general purpose investment fund known as "general nourishment investment fund" may provide that its assets are invested in all shares or shares of a single IAF, says "FIA Master", or of a single UCITS known as "OPCVM Master", and, as an accessory, in liquidity.
      "A general-purpose fund can enter into financial contracts under the conditions set by decree in the Council of State.
      "The compartment of a general purpose investment fund may be governed by the general purpose investment funds provisions provided for in this section.
      “II. ― Under the conditions set out by the general regulation of the Autorité des marchés financiers, a general-purpose fund may have for FIA master or OPCVM master:
      « 1° Either an OPCVM under section 1 of this chapter;
      « 2° either a general purpose investment fund under this paragraph or a joint venture investment fund under sub-paragraph 1 of paragraph 2 of this subsection;
      « 3° An alternative fund under paragraph 6 of this subsection or a general-purpose professional fund under subsection 1 of subsection 1 of subsection 3 of this section;
      « 4° A reported fund under subsection 3, paragraph 2, of this section;
      « 5° A common fund for intervention in futures markets referred to in Article L. 214-42 in its drafting prior to the date of publication of theOrder No. 2011-915 of 1 August 2011 relating to securities collective investment organizations and the modernization of the legal framework for asset management;
      « 6° Either a foreign law UCITS;
      « 7° Either an IAF established in another Member State of the European Union, managed by an approved management company established in another State of the European Union, under the conditions specified by the general regulation of the Autorité des marchés financiers.
      "III. – A master FIA or a master OPCVM meets the following conditions:
      « 1° Not to be itself a UCITS or a general-purpose fund for investment;
      « 2° And do not hold parts of a fed FIA or OPCVM.
      "Art. L. 214-24-58.-The general-purpose foster investment fund concludes an information exchange agreement with the FIA or the master CSA. This agreement can, however, be replaced by internal rules of conduct when the master FIA or the master CSA and the general-purpose fund are managed by the same management company.
      "When the IAF or the master CSA suspends on an interim basis the subscriptions or redemptions of its shares or shares pursuant to sections L. 214-24-33 or L. 214-24-41, the general-purpose fund may suspend the subscriptions or redemptions of its own shares or shares for a period identical to that of the IAF or the master CSA.
      "The general regulation of the Autorité des marchés financiers specifies the conditions of application of this section.
      "Art. L. 214-24-59.-I. ― When the general-purpose fund and the FIA or the master OPCVM do not have the same depositary, their depositaries enter into an information exchange agreement to ensure the fulfilment of their respective obligations.
      "The general purpose fund feeds to its depositary, so that it can fulfil its obligations, any necessary information regarding the IAF or the Master CSA.
      “II. ― The depositary of the FIA or the master OPCVM approved by the Autorité des marchés financiers immediately informs the Autorité and the general purposely nourished investment fund and its depositary of any irregularity that it notes on the part of the FIA or the master CSA and that it considers it likely to have a negative impact on the general purposely nourished investment fund.
      "The general regulation of the Autorité des marchés financiers specifies the conditions of application of this section.
      "Art. L. 214-24-60.-The auditors of the General Feeding Investment Fund, the IAF or the Master CSAO exchange the information necessary for the fulfilment of their respective obligations.
      "The general regulation of the Autorité des marchés financiers specifies the conditions of application of this section.
      "Art. L. 214-24-61.-The general purpose foster investment fund controls the activity of the IAF or the master CSA. In order to meet this requirement, it may be based on the information and documents received from the IAF or the Master CSA OPC or, where applicable, from the management company, the depositary and the External Auditor of the IAF or the CSA OPC, unless there is reason to doubt the accuracy of the information and documents provided.
      "The general regulation of the Autorité des marchés financiers specifies the conditions of application of this section.


      “Subparagraph 7
      « Investor information


      "Art. L. 214-24-62.-I. ― The SICAV and the management company, for each of the general purpose investment funds that it manages, publish:
      « 1° A prospectus including the SICAV statutes or the settlement of the mutual fund;
      « 2° An annual report under the conditions provided for in Article L. 214-24-19;
      « 3° A semi-annual report covering the first six months of the exercise.
      “II. ― Annual and semi-annual reports are published within the deadlines set by decree.
      "The prospectus and the latest annual and semi-annual reports are provided to investors who request it at no cost.
      "Art. L. 214-25.-The Autorité des marchés financiers defines the conditions under which general-purpose investment funds must inform investors and may be advertised, especially audiovisual, or demarcated.
      "The statutes or regulations of general-purpose investment funds as well as documents for the information of their shareholders or shareholders are written in French. However, under conditions established by the general regulation of the Autorité des marchés financiers, they may be drafted in a standard language in financial matters other than French.


      “Subparagraph 8
      Miscellaneous provisions


      "Art. L. 214-26.-When one or more compartments are established within a general purpose investment fund, they are subject individually to the provisions of this code that govern this fund.
      "Art. L. 214-26-1.-In the conditions set out in the general regulation of the Autorité des marchés financiers, the regulation or statutes of the general purpose investment funds may reserve the subscription or acquisition of their shares or shares to twenty investors at most or to a category of investors whose characteristics are precisely defined by the prospectus.
      "The depositary or person designated for this purpose by regulation or by statutes of the general purpose investment fund shall ensure that the subscriber or purchaser is an investor referred to in the first paragraph.
      "Art. L. 214-26-2.-By derogation from Article L. 214-24-8, the depositary of the general purpose investment fund retains only the assets mentioned in the 1st to 6th of Article L. 214-24-55. For the other assets, it retains evidence of the existence of the assets provided under conditions established by decree.


      “Paragraph 2



      « Capital Investment Fund
      “Subparagraph 1
      “General provisions


      "Art. L. 214-27.- Except as otherwise provided, articles L. 214-24-24 to L. 214-26-2 apply to capital investment funds.


      “Subparagraph 2
      “Common Risk Investment Fund


      "Art. L. 214-28.-I. ― The assets of a joint venture investment fund shall be constituted, for at least 50%, of participatory securities or corporate capital securities, or giving access to the capital of companies, which are not admitted to negotiations on a market of French or foreign financial instruments, whose operation is carried out by a market company or an investment service provider or any other similar foreign agency, or, by derogation from Article L. 2-24
      “II. ― Assets may also include:
      « 1° Within the limit of 15%, advances in current account made for the duration of the investment made to companies in which the fund holds at least 5% of the capital. These advances are taken into account in calculating the quota provided for in I, when they are made to companies that meet the conditions to be retained in this quota;
      « 2° Representative rights of a financial investment in an entity incorporated in a Member State of the Organisation for Economic Co-operation and Development whose main purpose is to invest in companies whose capital securities are not admitted to negotiations on a market referred to in I. These rights are retained in the investment quota of 50% of the fund only to the percentage of direct investment of the entity's assets in companies eligible for the same quota.
      "III. ― Are also eligible for the investment quota provided for in I, within 20% of the assets of the fund, the capital securities, or giving access to capital, admitted to the negotiations on a market mentioned in I of a Member State of the European Union or of another State Party to the agreement on the European Economic Area, issued by companies whose market capitalization is less than 150 million euros. The stock market capitalization is assessed on the average of the 60-day market openings prior to the investment. A decree in the Council of State determines the modalities for the implementation of this assessment, particularly in the case of first-rate or business restructuring operation.
      "IV. ― Where the securities of a corporation held by a joint venture investment fund are admitted to negotiations on a market of French or foreign financial instruments, whose operation is ensured by a market company or investment service provider or any other similar foreign agency, they continue to be taken into account in the investment quota of 50% for a period of five years from their admission. However, the five-year period is not applicable if the securities of the corporation admitted to the listing meet the terms of the III at the date of the rating and if the fund respects, in the light of these securities, the 20% limit referred to in this III.
      "V. ― The 50% investment quota must be met by the end of the year's closing inventory following the year of the establishment of the joint venture fund and until the fifth fiscal year of the fund is closed.
      "VI. ― A decree in the Council of State sets out the modalities for the application of the quota provided for in the V in case the fund proceeds with additional capital calls or new subscriptions. It also sets out the rules for assessing the quota as well as specific rules relating to the terms and conditions of acquisition and assignment as well as to the limits of the possession of assets.
      « VII. ― Shareholders may not request the redemption of the shares before the expiry of a period that may not exceed ten years. At the end of this period, shareholders may require the disposition of the fund if their claims have not been met within one year.
      « VIII. ― The shares may give rise to different rights on the net assets or on the proceeds of the fund under conditions fixed by the settlement of the fund. The shares may also be differentiated according to the provisions set out in the second paragraph of Article L. 214-24-25.
      " IX. ― The settlement of a common risk investment fund may include one or more fixed-term subscription periods. The management company may only distribute a fraction of the assets upon the expiry of the last subscription period and under conditions fixed by decree.
      "X. ― Disposal of shares of a common risk investment fund is possible upon subscription. When the shares have not been fully released, the subscriber and successive assignees are held in solidarity with the amount not released from them. In the absence of a shareholder to release, at the times established by the management company, the remaining amounts to be paid on the amount of the shares held, the management company shall issue a restraining order. A month after this stay and if it has not been effective, the management company may proceed, without any legal authorization, to the disposal of these shares. However, the subscriber or assignee who has transferred its shares ceases to be accounted for payments not yet called by the management company, two years after the transfer of account to the assigned shares.
      « XI. ― The settlement of the fund may provide that, at the disposal of the fund, a fraction of the assets is allocated to the management society under conditions fixed by decree in the Council of State.
      "Art. L. 214-29.-When a joint venture investment fund is a master IAF, the foster collective investment organizations are then subject to the rules of detention, marketing, advertising and demarcation applicable to the master fund.


      “Subparagraph 3
      "Common Investment Funds in Innovation


      "Art. L. 214-30.-I. ― The mutual funds of investment in innovation are mutual funds of risk investments whose assets are constituted, for at least 60%, of financial securities, limited share of society and advances in current account, as defined in I and 1° of II of Article L. 214-28 and which are issued by companies having their headquarters in a Member State of the European Union or in another State Party to the agreement on the 1 of Article 885-0 V bis of the General Tax Code, which have not made in the last twelve months a total or partial refund of contributions and which meet one of the following conditions:
      « 1° Have completed, during the previous year, research expenditures, as defined in a to g of II of Article 244 quater B of the General Tax Code, representing at least 15% of the tax deductible expenses for that fiscal year or, for industrial enterprises, at least 10% of the tax deductible expenses. For the purposes of these provisions, the industrial nature of the enterprises engaged in an activity that directly contributes to the manufacture of products or to the transformation of raw materials or semi-finished products into manufactured products and for which the role of the technical, material and tools being implemented is paramount;
      « 2° Or justifying the creation of products, processes or techniques that are recognized as being innovative and the prospects for economic development and the need for financing. This assessment is carried out for a period of three years by an agency responsible for supporting innovation and designated by decree.
      "The provisions of Article L. 214-28 IV and V apply in the same conditions to mutual funds in innovation subject to compliance with Part II and the investment quota of 60% that is their own.
      “II. ― are also eligible for the investment quota of 60% referred to in I the securities referred to in Article L. 214-28 within the limit, for securities that are admitted to negotiations on a regulated market, of 20% of the assets of the fund, provided that the issuing company meets the conditions set out in I, with the exception of that held on non-cotation.
      "III. ― The assets of the fund are made up for at least 40% of the securities received in exchange for capital subscriptions or securities received in exchange for converted corporate bonds meeting the conditions set out in I.
      "IV. ― 1. Subject to compliance with the limit of 20% provided for in II, are also eligible for the investment quota mentioned in I the capital securities referred to in I and III of Article L. 214-28 issued by the companies that meet the following conditions:
      “(a) The company meets the conditions mentioned in I. The condition provided for in 2° of I is appreciated by the agency mentioned 2° at the level of the company, in relation to its activity and that of its subsidiaries mentioned in c, under conditions fixed by decree;
      “(b) The social purpose of the company is the detention of participations meeting the conditions mentioned in c and may carry on industrial or commercial activity within the meaning ofArticle 34 of the General Tax Code ;
      "(c) The corporation owns only shares representing at least 75% of the corporate capital:
      "—whose titles are of the nature of those referred to in I and III of Article L. 214-28;
      "that meet the conditions referred to in the first paragraph of the I, with the exception of those held in the workforce and capital;
      "– and for the purpose of designing or creating products, processes or techniques that meet the conditions of 2° of I or the exercise of industrial or commercial activity within the meaning ofArticle 34 of the General Tax Code ;
      "(d) The company holds, at a minimum, an interest in a company mentioned in the c whose social object is the design or creation of products, processes or techniques that meet the conditions of 2° I;
      “2. A decree in the Council of State specifies the procedure for calculating the condition for the number of employees provided for in the first paragraph of the I for the society mentioned in 1 and for appreciating the condition of the exclusive detention of the participations provided for in c of this 1.
      "V. ― The conditions for the number of employees and the recognition, by an agency responsible for supporting innovation or due to their accumulated research expenditures, of the innovative character of companies whose securities are in the assets of a joint investment fund in innovation are appreciated during the first subscription or acquisition of these securities by the fund.
      "In the event of a transfer by a parent company referred to in the first paragraph of the IV of subsidiary securities mentioned in the same IV, questioning the detention threshold of 75%, the parent company's securities cease to be taken into account in the investment quota of 60%.
      "VI. ― For the appreciation, for the I, of the dependency links between two companies, these links are deemed to exist:
      « 1° When a person holds directly or by person interposing the majority of the social capital of the other or in fact exercises the decision-making power there;
      « 2° Or when both are placed under the conditions defined in the preceding paragraph under the control of the same third corporation.
      "Art. L. 214-30-1.-Common investment funds in innovation address annually to the Autorité des marchés financiers, before 30 April of the following year and under conditions defined by joint decree of the ministers responsible for the economy and budget, a summary of the companies financed, the securities held and the amounts invested during the year. The information on this condition is the ones arrested as at 31 December of the year.
      "The Autorité des marchés financiers transmits the information referred to in the first paragraph to the ministers responsible for the economy and the budget.


      “Subparagraph 4
      "Community Investment Funds


      "Art. L. 214-31.-I. ― The funds of investment in the vicinity are joint venture funds whose assets are constituted, for at least 60%, of financial securities, limited liability shares and advances in the current account, of which at least 20% in new enterprises carrying on business or legally constituted for less than eight years, as defined in the I and 1° of the II of Article L. 214-28 and which are issued by companies having their seat in a European State
      « 1° Exercise their activities mainly in establishments located in the geographical area chosen by the fund and limited to not more than four neighbouring regions, or, where this condition is not applicable, having established their headquarters there. The fund may also choose a geographical area consisting of one or more overseas departments as well as Saint-Barthélemy and Saint-Martin;
      « 2° Respond to the definition of small and medium-sized enterprises set out in Schedule I to Commission Regulation (EC) No 800/2008 of 6 August 2008, declaring certain categories of aids compatible with the common market pursuant to Articles 87 and 88 of the Treaty;
      « 3° Not to have the purpose of holding financial participations, unless it is exclusively the securities giving access to the capital of companies whose object is not the possession of financial participations and which meet the conditions of eligibility of the first paragraph of this I and of 1°, 2°, 4°, 5° and 6°;
      « 4° Compliance with the conditions defined in b, subject to the provisions of 3° of this I, b bis, b ter and f 1 of Article 885-0 V bis of the General Tax Code and to b, c and d of VI of the same article;
      « 5° At least two employees;
      « 6° Have not made in the past 12 months a total or partial refund of contributions.
      "The conditions set at 1° to 6° are appreciated when the fund makes its investments.
      “II. ― are also eligible for the investment quota of 60% referred to in I, within 20% of the assets of the fund, the securities referred to in Article L. 214-28, III, provided that the issuing company meets the conditions referred to in I, with the exception of that held at non-scheduling, and is not subject to the detention of financial participations.
      "III. ― The assets of the fund consist of, for at least 40%, securities received in exchange for capital subscriptions or securities received in exchange for converted corporate bonds meeting the conditions set out in I.
      "IV. ― The assets of the fund may not be more than 50% of financial securities, limited liability shares and advances in current account of companies operating primarily in institutions located in the same region or having established their headquarters in that region. When the fund has chosen a geographic area consisting of one or more overseas departments, Saint-Barthélemy or Saint-Martin, this limit applies to each of the communities in the geographic area.
      "V. ― The provisions of Article L. 214-28 IV and V apply to local investment funds subject to compliance with the 60% quota and eligibility requirements as defined in I and II of this Article.
      "VI. ― The shares of a community investment fund cannot be held:
      « 1° More than 20% by the same investor;
      « 2° More than 10% by the same investor legal entity of public law;
      « 3° More than 30% by public legal entities taken together.
      « VII. ― A decree in the Council of State sets out the modalities for the application of the quota provided for in I in the event that the fund makes additional capital calls or new subscriptions. It also sets out the rules for assessing the quota and the specific rules relating to the assignments and limits of the possession of assets.
      "Art. L. 214-32.-The local investment funds cannot benefit from the provisions of Article L. 214-24-26.
      "Art. L. 214-32-1.-The local investment funds address each year to the Autorité des marchés financiers, before 30 April of the following year and under conditions defined by joint decree of the ministers responsible for the economy and budget, a summary of the companies financed, the securities held and the amounts invested during the year. The information on this condition is the ones arrested as at 31 December of the year.
      "The Autorité des marchés financiers transmits the information referred to in the first paragraph to the ministers responsible for the economy and the budget.


      “Paragraph 3



      “Real collective investment organizations
      “Subparagraph 1
      “Common provisions


      "Art. L. 214-33.-Real estate collective investment organizations take the form of either real estate preponderance investment companies with variable capital or real estate investment funds.
      "Art. L. 214-34.-The purpose of the real estate collective investment organizations is to invest in buildings that they give for rent or that they are to build exclusively for the purpose of their rental, that they hold directly or indirectly, including in the future state of completion, all operations necessary for their use or resale, the realization of works of all kinds in these buildings, including operations related to their construction, renovation and rehabilitation Real estate assets cannot be acquired exclusively for resale.
      "Real estate collective investment organizations may include different classes of shares or shares under the conditions set out respectively by the settlement of the real estate investment fund or the statutes of the investment company with variable capital preponderance according to the requirements of the general regulation of the Autorité des marchés financiers.
      "Art. L. 214-35.-I. ― The constitution, transformation, merger, splitting or liquidation of a real estate collective investment organization is subject to the approval of the Autorité des marchés financiers. The accreditation file, the content of which is set out in the general regulation of the Autorité des marchés financiers (AMF), describes in particular the investment policy that the real estate investment organization intends to undertake and its financing choices, including the use of debt.
      “II. ― Under the conditions established by the general regulation of the Autorité des marchés financiers, the regulation or statutes of the real estate collective investment organization may reserve the subscription or acquisition of their shares or shares to a maximum of twenty investors or to a category of investors whose characteristics are defined by the information document provided in the III.
      "The depositary or person designated for this purpose by the regulation or statutes of the real estate collective investment organization shall ensure that the subscriber or purchaser is an investor mentioned above.
      "III. ― The Autorité des marchés financiers defines the conditions under which real estate collective investment organizations must inform their subscribers and may be advertised, in particular audiovisual, or demarcated. The general regulation of the Autorité des marchés financiers specifies the content of the information document to be prepared by these organizations.
      "IV. ― The Autorité des marchés financiers may withdraw its approval to any real estate collective investment organization.
      "Art. L. 214-36.-I. ― Under the conditions established by decree in the Council of State, the assets of a collective real estate investment agency are exclusively constituted:
      « 1° Buildings constructed or acquired, for the purpose of leasing, real rights relating to such property and listed by the decree in the Council of State referred to in the preceding paragraph and rights held as a leasing agent relating to leasing contracts relating to such property;
      « 2° Parts of partnerships that are not admitted to negotiations on a market referred to in Articles L. 421-1, L. 422-1 and L. 423-1 and meet the following conditions:
      “(a) The partners are liable beyond their contributions except in cases where, pursuant to section L. 214-89 or an equivalent provision of foreign law, they are held liabilities only within the limits of their contributions;
      “(b) The assets consist mainly of buildings acquired or constructed for the purpose of rental, real rights relating to such property, rights held as a credit-preneur relating to lease agreements relating to buildings for the purpose of their rental, or direct or indirect interest in companies meeting the conditions of this 2°;
      "(c) Other assets are current account advances to companies mentioned in 2° and 3°, receivables resulting from their main activity, liquidity referred to in 9° or liquid financial instruments mentioned in 8°;
      "(d) The financial instruments they issue are not allowed to negotiations on a market referred to in Articles L. 421-1, L. 422-1 and L. 423-1;
      « 3° Shares of partnerships other than those mentioned in 2°, shares or shares of companies other than partnerships that are not admitted to negotiations on a market referred to in Articles L. 421-1, L. 422-1 and L. 423-1. These companies meet the following conditions:
      “(a) The liability of partners or shareholders is limited to the amount of their contributions;
      “(b) The assets consist mainly of buildings acquired or constructed for the purpose of rental, real rights relating to such property, rights held as a credit-preneur relating to lease agreements relating to buildings for the purpose of their rental or direct or indirect participation in companies meeting the conditions of a, b and d of 2° or of present 3° or of advances in current account or made in current account;
      "(c) The financial instruments they issue are not allowed to negotiations on a market referred to in Articles L. 421-1, L. 422-1 and L. 423-1;
      « 4° Shares negotiated on a market referred to in Articles L. 421-1, L. 422-1 and L. 423-1 and issued by a corporation whose assets are principally constituted by real property acquired or built for the purpose of leasing, real property rights relating to such property, rights held as a licensorship related to leasing contracts relating to real estates for the purpose of leasing or direct participation or
      « 5° shares or shares of real estate collective investment organizations and professional real estate collective investment organizations and shares, shares or rights held in foreign law organizations with an equivalent object, regardless of their form;
      « 6° Financial securities referred to in Article L. 211-1 II and Article L. 211-41 admitted to negotiations on a market referred to in Articles L. 421-1, L. 422-1 and L. 423-1 as well as financial instruments for term under the conditions laid down in Article L. 214-38;
      « 7° Shares or shares of securities collective investment organizations under section 1 of this chapter or FIA under section L. 214-24-24 or authorized to commercialize in France;
      « 8° Liquid deposits and financial instruments defined by decree in the Council of State;
      « 9° Liquidity defined by decree in the Council of State;
      « 10° Current account advances made under section L. 214-42.
      "A decree in the Council of State defines the rules of dispersal and capturing of risks, especially in terms of construction, applicable to the real estate collective investment organization.
      “II. ― A real estate collective investment organization and the companies referred to in b of the I may not hold shares, shares, financial rights or voting rights in an entity, regardless of its form, whose partners or members respond indefinitely and in solidarity with the debts of the entity.
      "Art. L. 214-37.-Under the conditions established by decree in the Council of State, the assets of a real estate collective investment agency are composed of:
      « 1° At least 60% of real estate assets. In the case of the investment company with variable capital preponderance, these real estate assets are those mentioned in 1° to 5° of the I of Article L. 214-36, the assets mentioned in 1° to 3° and 5° of the I of the aforementioned article to represent at least 51% of the assets. In the case of the real estate investment fund, these assets are those mentioned in 1° and 2° of the I of Article L. 214-36 and, subject to controlled participation, the shares of real estate investment funds and professional real estate investment funds and shares or rights in foreign law organizations having an equivalent and similar object mentioned in the 5° of the same I;
      « 2° At least 5% of assets mentioned at 8° and 9° of Article L. 214-36. These assets must be free of all security rights or rights for the benefit of third parties.
      "Art. L. 214-38.-A real estate collective investment agency may, within the limits and conditions established by decree, enter into financial contracts within the meaning of Article L. 211-1 III.
      "Art. L. 214-39.-A real estate collective investment agency may borrow within 40% of the value of the real estate assets mentioned in 1° to 3° and 5° of I of Article L. 214-36.
      "For the purpose of appreciating this limit, all borrowings and debts are taken into account by the real estate collective investment agency, by the companies referred to in 2° and 3° of I of Article L. 214-36 and by the organizations mentioned in 5° of the same I, up to the percentage of participation held directly or indirectly by the real estate collective investment agency in these companies or organizations.
      "The obligations relating to the information of shareholders and shareholders on the conditions under which the real estate collective investment organization may resort to debt are specified by the general regulation of the Autorité des marchés financiers.
      "The conditions for the application of this article, particularly with regard to the capacity and nature of the debt, are fixed by decree in the Council of State.
      "Art. L. 214-40.-A real estate collective investment organization may borrow cash within 10% of the value of its assets other than those mentioned in L. 214-39.
      "The conditions for the application of the limit mentioned in the preceding paragraph are fixed by decree in the Council of State.
      "Art. L. 214-41.- Within the limits and conditions established by a decree in the Council of State, a real estate collective investment agency may grant on its assets the necessary guarantees for the conclusion of contracts under its activity, including those relating to the establishment of the borrowings referred to in Articles L. 214-39 and L. 214-40 and those mentioned in Article L. 214-38.
      "Art. L. 214-42.-In the limits and conditions established by decree in the Council of State, a real estate collective investment agency may make advances in current account to the companies mentioned in the 2nd and 3rd of I of Article L. 214-36, of which it holds directly or indirectly at least 5% of the social capital.
      "Art. L. 214-43.-The rules for the dispersion and cap of risks and the quotas mentioned respectively in sections L. 214-36 and L. 214-37 shall be complied with no later than three years after the date of creation of the real estate collective investment agency, under the conditions defined by the general regulation of the Autorité des marchés financiers.
      "A decree in the Council of State determines the thresholds, cases and modalities in which it may, on an exceptional and limited basis, be derogated from the quotas provided for in Article L. 214-37.
      "Art. L. 214-44.-In the conditions and under the terms and conditions established by the General Regulation of the Autorité des marchés financiers, any holder or shareholder shall inform the person mentioned in the information document provided for in Article L. 214-35 provided that he or she passes the threshold of 10% of the shares or shares of the real estate collective investment organization.
      "Art. L. 214-45.-Where a shareholder or shareholder, who holds more than 20% and less than 99% of the shares or shares of the real estate collective investment organization, requests the redemption of shares or shares, this redemption may be suspended on an interim basis under the conditions prescribed by the general regulation of the Autorité des marchés financiers as long as it exceeds a percentage of the number of shares or shares of the real estate agency
      "For the calculation of the quotities mentioned in the preceding paragraph, the shares or shares held by the entities that control, within the meaning of theArticle L. 233-16 of the Commercial Code, the person who requests the redemption or is controlled under the same conditions by the redemption, as well as the shares or shares of the entities that are controlled under the same conditions by the entity that controls that person.
      "Art. L. 214-46.-The creditors whose title results from any transaction relating to the assets of a real estate collective investment organization shall only take action on those assets, except for the assets mentioned in 2° of Article L. 214-37.
      "The creditors of the depositary cannot continue to pay their claims on the assets of a real estate collective investment organization retained by him.
      "Art. L. 214-47.-The minimum amount of the net assets of the real estate collective investment organization, as defined by the general regulation of the Autorité des marchés financiers, is fixed by decree.
      "If it is not satisfied with this obligation within three years of the date of the creation of the real estate collective investment organization, it is dissolved and the holders of shares or shareholders shall be refunded to the maximum of their rights in the fund or in the corporation under the conditions prescribed by the general regulation of the Autorité des marchés financiers.
      "Art. L. 214-48.-The general regulation of the Autorité des marchés financiers sets out the conditions for the issuance, subscription, assignment and redemption of shares or shares issued by real estate collective investment organizations.
      "Art. L. 214-49.-The real estate collective investment agency undertakes an insurance contract guaranteeing its civil liability because of the properties it owns.
      "Art. L. 214-50.-The settlement of a real estate investment fund or the statutes of a fixed capital real estate preponderance corporation shall determine the duration of the accounting exercises that may not exceed twelve months. However, the first exercise may extend over any period not exceeding eighteen months.
      "In a period of six weeks from the end of each semester of the fiscal year, the real estate investment company with variable capital or the fund management company shall prepare the inventory of the assets of the real estate collective investment organization under the control of the depositary.
      "The investment company with variable capital preponderance or the fund management company shall establish the annual accounts of the real estate collective investment organization and a written report on the management of the real estate collective investment organization whose content, defined by decree in the Council of State, shall include the situation of the debt and liquidity of the real estate collective investment organization. This report is made available to shareholders or shareholders under conditions specified by the general regulation of the Autorité des marchés financiers.
      "By derogation from provisions of the first paragraph of Article L. 123-22 of the Commercial Code, the accounting of a real estate collective investment agency can be held in any monetary unit according to the terms fixed by decree.
      "The documents mentioned in this article are made available to the auditor under the conditions established by decree in the Council of State.
      "Art. L. 214-51.-The net result of the exercise of a real estate collective investment organization is equal to the sum:
      « 1° Products relating to real estate assets mentioned in 1° to 3° and 5° of the I of Article L. 214-36 for the investment company with variable capital preponderance and at 1°, 2° and 5° of the I of the same article for the real estate investment fund, diminished of the amount of the corresponding costs and expenses;
      « 2° Products and remuneration arising from the management of other assets reduced by the corresponding costs and expenses;
      « 3° Other products, reduced management fees and other costs and expenses, which cannot be directly related to the assets mentioned in 1° and 2°.
      "The terms and conditions for the assignment of costs and expenses from 1° to 3° are defined by decree.
      "For the purposes of this article, the proceeds and gains made by a corporation referred to in 2° of I of Article L. 214-36 and by a real estate investment fund, a professional real estate investment fund or a foreign law organization, as mentioned in the last sentence of 1° of Article L. 214-37, are deemed to have been made by the real estate investment fund in a manner that is in a direct or indirect way.
      "Art. L. 214-52.-The payment of the amounts distribuable and defined in sections L. 214-69 and L. 214-81 shall be made within a maximum period of five months after the end of the fiscal year.
      "Art. L. 214-53.-In the conditions and according to a periodicity provided for by the general regulation of the Autorité des marchés financiers, the investment companies with variable capital stock exchanges and the management companies of the real estate investment fund establish an information document that is brought to the attention of shareholders and shareholders.
      "Art. L. 214-54.-I. ― The auditor certifies the annual accounts of the real estate collective investment organization. Under conditions defined by decree in the Council of State, it shall prepare a report, as the case may be, to the general assembly of the investment company with variable capital preponderance or to the management company of the real estate investment fund, on merger transactions, in-kind contributions, distribution of deposits, splitting, dissolution and liquidation of the real estate collective investment organization.
      "In conditions established by decree in the Council of State, it certifies, before publication or dissemination, the accuracy of the periodic information referred to in article L. 214-53.
      “II. ― The provisions of section L. 214-24-53 apply in the same conditions to the auditor of the real estate collective investment organization.
      "Art. L. 214-55.-Under the conditions set out in the general regulation of the Autorité des marchés financiers, immovables, real rights and rights held as a licensorship relating to leasing contracts relating to such property held directly or indirectly by the real estate collective investment agency and by the companies mentioned in the 2° and 3° of the I of Article L. 214-36 are assessed by two external experts They jointly prepare, under their responsibility, a written summary report on the fulfilment of their mission.
      "The investment company with variable capital equity or the fund management company shall make all necessary arrangements to enable external evaluation experts to complete their mission.
      "The general regulation of the Autorité des marchés financiers sets out the mission of external experts in evaluation, including the division of tasks between them, the assessment rules and the conditions for the preparation of the report.
      "This report is communicated to the real estate investment company with variable capital, the fund management company, the depositary and the auditor, as well as to any holder of shares or shareholders of the real estate collective investment agency by making the request under conditions fixed by decree in the Council of State.
      "Art. L. 214-55-1.-Previously to its designation, any external evaluation expert informs the investment company with variable capital preponderance or the fund management company of the existence or not of an insurance contract covering the monetary consequences of its professional civil liability.
      "This information is included in the management report prepared by the investment company with variable capital equity or by the fund management company. This report mentions, where applicable, the level of guarantees provided by insurance in professional civil liability.
      "Art. L. 214-56.-The external evaluation expert, any member of a governing body or any person who, in any capacity, participates in the direction or management of an external evaluation expert or who is employed by the external evaluation expert is held in professional secrecy under the conditions and penalties set out in the articles 226-13 and 226-14 of the Criminal Code.
      "As part of their mission, the external evaluation experts are removed from the obligation of professional secrecy to the auditor of the real estate collective investment organization, the Autorité des marchés financiers, the Autorité de contrôle prudentiel and the tax administration.
      "Art. L. 214-57.-In the conditions specified by the general regulation of the Autorité des marchés financiers, each external evaluation expert is designated by the fixed capital real estate investment company or the fund management company for a period of four years.
      "The identity of the external experts in the designated assessment is mentioned on the information document, as provided for in the general regulation of the Autorité des marchés financiers, of the real estate collective investment agency.
      "Art. L. 214-58.-Real-to-variable capital investment companies or fund management companies provide external evaluation experts with the designation of all relevant documents, information and investigative tools to carry out their mission.
      "Art. L. 214-59.-The provisions of Article L. 214-24-28 are applicable to IAFs under this paragraph.
      "Art. L. 214-60.-The depositary shall, on behalf of all holders of shares, if any, make payment under the conditions provided by the General Tax Codetax on real estate surplus-values realized directly or indirectly by the FPI real estate investment fund.
      "Art. L. 214-61.-The management company of real estate collective investment organizations may be the director of the companies in which the real estate collective investment organization it manages holds the shares mentioned in the 2°, 3° and 5° of the I of Article L. 214-36.
      "Art. L. 214-61-1.-The statutes of a fixed capital real estate preponderance corporation or the settlement of the real estate investment fund may provide for a fractional release of the amount of shares or shares. These shares are nominal.
      "When the shares or shares have not been fully released, the subscriber and successive assignees are held in solidarity with the amount not released from them. If the holder of shares or shareholders fails to release, at the times fixed by the fund management company or the investment company with variable capital preponderance, the remaining amounts to be paid on the amount of the shares or shares held, a reinstatement shall be made.
      "A month after the issuance of a stay without effect, the fund management company or the investment company with a variable capital preponderance may proceed, in full right, to the assignment of these shares or shares or, under the conditions provided for by the statutes or by the organization, to the suspension of the right to the payment of the distribuable amounts referred to in Article L. 214-69.
      "After payment of the sums due, principal and interest, the shareholder or shareholder may request the payment of the unspecified distribuables. However, the subscribing or assignee who has transferred its shares or shares ceases to be accounted for payments not yet called by the fund management company or the investment firm with variable capital preponderance, two years after the transfer of account to account for the assigned shares or shares.
      "The settlement of the real estate investment fund or the statutes of the real estate preponderance investment company with variable capital may authorize the redemption of the shares or shares of the real estate collective investment organization only at the end of a period that may not exceed ten years after the organization's constitution.
      "The shares or shares of a real estate collective investment organization may give rise to different rights on the net assets or products of the organization. The terms and conditions for the issuance, assignment, or redemption of shares or shares of real estate collective investment organizations are defined by the statutes of the investment firm with variable capital preponderance or the settlement of the real estate investment fund.


      “Subparagraph 2
      “Special rules on investment companies
      with variable capital


      "Art. L. 214-62.-The investment company with variable capital preponderance is an anonymous corporation or a simplified share corporation with variable capital in the form of a simplified share corporation, other than a simplified share corporation established by a single person and whose statutes expressly prohibit the plurality of partners, subject to the rules of this subparagraph.
      "The head office and the central administration of the investment company with variable capital preponderance are located in France.
      "Subject to section L. 214-45 and under the conditions established by the general regulation of the Autorité des marchés financiers, the shares of the investment company with variable capital preponderance are issued and redeemed at the request of the shareholders at the liquidative value increased or decreased, as the case may be, of the fees and commissions.
      "The amount of the capital is equal at any time to the value of the net assets of the investment company with variable capital preponderance, deducting from the distributable amounts defined in I of Article L. 214-69.
      "The initial capital of an investment company with variable capital preponderance cannot be less than an amount fixed by decree.
      "Art. L. 214-63.-By exception to the first paragraph of Article L. 225-51-1, first paragraph of Article L. 225-53 and third paragraph of Article L. 225-59 of the Commercial Code, the functions of Director General, the functions of Director General Delegate, the functions of Director General, the functions of Chief Executive Officer or Single Director General shall be performed by the Management Company.
      "The management company shall designate a permanent representative subject to the same conditions and obligations and incurs the same responsibilities as if it exercised in its own name one of the functions referred to in the first paragraph, without prejudice to the joint responsibility of that corporation it represents.
      "When it terminates the functions of its representative, the management company is required to provide the replacement at the same time.
      "Art. L. 214-64.-The investment company with variable capital preponderance and the management company shall be liable, either individually or in solidarity, as the case may be, to third parties or to shareholders, or to infringements of the legislative or regulatory provisions applicable to investment companies with variable capital preponderance or violation of the company's statutes or their faults.
      "Art. L. 214-65.-The provisions of 3° to 9° and 11° of Article L. 214-24-31 and Article L. 214-24-47 apply in the same conditions to the investment companies with fixed capital preponderance.
      "Art. L. 214-66.-A real estate preponderance investment company with variable capital may be made by cash contributions, in-kind contributions of real estate assets referred to in L. 214-36, merger or split. It can also be incorporated by merging, splitting or processing civil real estate investment companies.
      "In-kind contributions may be made to an investment company with variable capital preponderance after its constitution, in particular in the event of a merger with a civil real estate investment company or another investment company with variable capital preponderance, or when a civil real estate investment company transmits part of its property to it by means of splitting.
      "The release of contributions and, after the company's constitution, the subscriptions of shares cannot be made by compensation with liquid and payable claims held on the company.
      "The External Auditor appreciates, under his responsibility, the value of any in-kind contribution, given the estimate by two external evaluation experts designated by the management company. The report of the Auditor is attached to the statutes and filed at the court office. The statutes contain the assessment of in-kind contributions made during the formation of the investment company with variable capital preponderance. In-kind contributions made during the life of the company are the subject of information from shareholders under the conditions defined by the general regulation of the Autorité des marchés financiers. The statutes cannot provide any particular benefits. A decree in the Council of State determines the conditions for the application of this paragraph.
      "The general regulation of the Autorité des marchés financiers fixes, if any by derogation from second paragraph of Article L. 225-128 of the Commercial Code, the conditions of the contributions made both to the constitution and during the life of society.
      "Art. L. 214-67.-Articles L. 224-1, L. 224-2, the second paragraph of Article L. 225-2, Articles L. 225-3 to L. 225-16, L. 225-25, L. 225-26, L. 225-258 to L. 225-270, the fourth paragraph of Article L. 227-8 variable, Articles L. 227-13 to L. 227-16, L. 227-18, L.
      "The cross-border mergers of the companies referred to in this subparagraph are not governed by Articles L. 236-25 to L. 236-32 of the Commercial Code.
      "Art. L. 214-67-1.-The acquisition by the corporation of its shares may be suspended, on an interim basis, by the board of directors or the directorate, when exceptional circumstances require it and if the interest of all shareholders commands it, under conditions fixed by the general regulation of the Autorité des marchés financiers.
      "The general regulation of the Autorité des marchés financiers sets out the cases and conditions under which the statutes of the investment company with variable capital preponderance provide, if any, that the issuance of shares is suspended provisionally.
      "Art. L. 214-68.-Thirty days at least before the meeting of the General Assembly to approve them, the investment company with variable capital stock shall publish its results account and balance sheet. It is not permitted to publish them again after the General Assembly unless the General Assembly has amended them.
      "Art. L. 214-69.-I. ― The amounts distribuable by a fixed capital real estate preponderance investment company for a fiscal year are made by:
      « 1° The distribuable result of the proceeds made by the corporation equal to the net result referred to in Article L. 214-51, increased the carry-over, increased or decreased the balance of the regularization accounts defined by decree;
      « 2° The surplus-values of disposal of assets realized during the fiscal year, net of costs and reduced net deductions of costs realized during the same fiscal year, increased net surplus-values made in prior years that have not been distributed and increased or decreased the balance of the regularization accounts defined by decree.
      “II. ― Under I, the company distributes:
      « 1° At a minimum of 85%, the fraction of the distribuable result relating to the products of the assets referred to in 1° of I of Article L. 214-36, for the exercise of their realization. For the determination of the amount to be distributed, net proceeds are reduced by a flat rate equal to 1.5% of the cost of the buildings mentioned in 1° of Article L. 214-36 held directly by the company;
      « 2° At a minimum of 50%, the surplus-values made during the assignment of the assets referred to in 1° of I of Article L. 214-36, of the shares of companies mentioned in 2° or 3° of the same I that are not liable to the taxes on the companies or to an equivalent tax, of the shares or shares of the companies mentioned in 3° of the same I when they are entitled to a tax-exempt plan For the determination of the amount to be distributed, the net surplus-values made on the buildings mentioned in 1° of I of Article L. 214-36 held directly by the company are increased from the flat-rate slaughter carried out in accordance with 1° of present II since their acquisition;
      « 3° The entire fraction of the distribuable result for the products distributed by the companies referred to in 3° of I of section L. 214-36 when they receive a tax exemption regime on the companies on their real estate activity in the course of their realization.
      "III. ― For the purposes of 1° and 2° of II, the goods and surplus-values made by a company referred to in 2° or 3° of I of section L. 214-36 and which is not liable to the tax on the companies or to an equivalent tax as well as the products and surplus-values made by the organizations mentioned in 5° of the same I shall be deemed to be made, to the extent of its rights, by
      "They are not taken into account for the determination of amounts to be distributed to goods and surplus-values relating to real estate assets located outside France when tax treaties concluded with France to avoid double tax on income tax provide for the taxation of these products and surplus-values instead of assets.
      "Art. L. 214-70.-By derogation from the provisions of Trade codethe conditions of liquidation and the modalities of the distribution of assets shall be determined by the statutes of the corporation. The management company shall assume the functions of liquidator under the control of the depositary. If not, the liquidator is appointed to justice at the request of any shareholder, among the approved portfolio management companies.


      “Subparagraph 3
      “Special rules relating to
      Investment Funds


      "Art. L. 214-71.-Subject to the provisions of sections L. 214-45 and L. 214-77, the real estate investment fund, which does not have the moral personality, is a co-ownership consisting of real estate assets, financial instruments and other assets as defined in section L. 214-36, whose shares are, under the conditions fixed by the general regulation of the Autorité des marchés
      "Do not apply to the real estate investment fund the provisions of Civil code relating to indivision or to articles 1871 to 1873 of the same code relating to participating companies.
      "Art. L. 214-72.-In all cases where provisions relating to real estate or to corporations and financial instruments require the name, first name and domicile of the owner of the asset or title as well as for all transactions made on behalf of the co-owners, the designation of the real estate investment fund or, if any, of a compartment of the fund may be validly substituted for that of all co-owners.
      "Art. L. 214-73.-The real estate investment fund is, under the conditions provided by the general regulation of the Autorité des marchés financiers, constituted by a portfolio management company responsible for its management.
      "The management company sets out the settlement of the fund.
      "This regulation provides for the establishment of a supervisory board composed only of representatives of shareholders. The Board is composed of at least two members and not more than nine members, including a President elected by members, held at the discretion on information of a confidential nature. The Chair reminded other members of the Board that this information is confidential. The Board cannot interfere with the management of the fund. The general regulation of the Autorité des marchés financiers sets out the conditions under which it carries out its mission, the terms and conditions for the designation of its members and the means available to them. The members of the Supervisory Board are responsible for personal faults committed in carrying out their mandate. They are not responsible for the acts of management and their outcome. The general regulation of the Autorité des marchés financiers (AMF) sets the rules for the accumulation of mandates within the supervisory boards and determines the rules of incompatibility.
      "Whenever it considers it necessary and at least once a year, the Supervisory Board shall prepare a report on its mission. The general regulation of the Autorité des marchés financiers sets out the conditions under which this report is brought to the attention of shareholders.
      "The preceding paragraph does not apply where the information document provided for in Article L. 214-35 provides that the real estate investment fund shall be reserved for a maximum of twenty shareholders or a class of investors whose characteristics are defined by the general regulation of the Autorité des marchés financiers.
      "Subscription or acquisition of shares of a real estate investment fund shall take acceptance of the settlement of that fund.
      "Art. L. 214-74.-The real estate investment fund is represented in respect of third parties by the corporation responsible for its management. This company may take legal action to defend or assert the rights or interests of shareholders.
      "The central administration of the real estate investment fund is located in France.
      "Art. L. 214-75.-The management corporation shall be liable to third parties or shareholders either to infringe the legislative or regulatory provisions applicable to real estate investment funds or to breach the settlement of the fund or its faults.
      "Art. L. 214-76.-A real estate investment fund may be constituted by cash contributions, in kind contributions of real estate assets referred to in L. 214-36, merger or split. It may also be constituted by merging, splitting or transformation of civil real estate investment companies.
      "In-kind contributions can be made to a real estate investment fund after its constitution, especially in the event of a merger with a civil real estate investment corporation, with another real estate investment fund, with a professional real estate investment fund or when a civil real estate investment company transmits to it, through splitting, part of its assets.
      "The release of contributions and, after the establishment of the fund, the subscriptions of shares cannot be made by compensation with liquid and payable claims held on the fund.
      "The general regulation of the Autorité des marchés financiers sets out the conditions and limits of contributions to the fund.
      "The creation of real estate investment funds by merging or splitting civil real estate investment companies, as well as the transformation of civil real estate investment companies into real estate investment funds, result in the dissolution of the companies concerned and the universal transfer of their assets to the fund without the liquidation of them.
      "The External Auditor appreciates the value of any in-kind input, given the estimate by external evaluation experts designated by the management company. When the in-kind contribution is made at the time of the creation of the real estate investment fund, the regulations contain the assessment of these contributions. The report of the Auditor is attached to the regulations. It is available to shareholders. In-kind contributions made after the establishment of the real estate investment fund are the subject of information from the holders under the conditions defined by the general regulation of the Autorité des marchés financiers.
      "A decree in the Council of State sets the conditions for the application of this article.
      "Art. L. 214-77.-The redemption by the real estate investment fund of its shares may be suspended provisionally by the management company when exceptional circumstances require it and if the interest of all shareholders the order, under conditions fixed by the general regulation of the Autorité des marchés financiers.
      "The general regulation of the Autorité des marchés financiers sets out, inter alia, the cases and conditions under which the settlement of the fund provides, if any, that the issuance of the shares is temporarily suspended.
      "Art. L. 214-78.-The provisions of Article L. 214-24-40 apply to the real estate investment fund.
      "Art. L. 214-79.-I. ― The management company is required to endorse the declarations provided for in theArticle L. 233-7 of the Commercial Code, for all shares held by the real estate collective investment organizations it manages.
      “II. ― provisions of articles L. 233-14 and L. 247-2 of the Commercial Code are applicable to the management company.
      "Art. L. 214-80.-The companies referred to in 2° I of Article L. 214-36 in which the real estate investment fund holds a direct or indirect interest fall within the scope of theArticle 8 of the General Tax Code, are not subject to, by law or on option, corporate tax or equivalent tax, and may not hold, directly or indirectly, any rights held as a licensor in respect of leasing contracts.
      "Art. L. 214-81.-I. ― The amounts distribuable by a real estate investment fund for a fiscal year are made by:
      « 1° The distribuable result of the proceeds made by the fund, which is equal to the net result referred to in Article L. 214-51, increased the carry-over, increased or decreased the balance of the regularization accounts as defined by decree;
      « 2° The surplus-values of disposal of assets referred to in 1° and 2° of I of Article L. 214-36 and 5° of the same I as defined in the last sentence of 1° of Article L. 214-37, carried out during the fiscal year, net of costs, increased of the same-values carried out in previous years that have not been the subject of a decree of distribution
      « 3° The surplus-values of disposal of assets other than those mentioned in 1° and 2° of I of Article L. 214-36 realized during the fiscal year, net fees and decreases of net impairments of fees realized during the same fiscal year, plus of the same-kind surplus-values realized in previous years that have not been reduced by a distribution or, where applicable, decree
      "For the purposes of the I, the proceeds and gains made by a corporation referred to in 2° I of Article L. 214-36 and by a real estate investment fund, a professional real estate investment fund, or a foreign law organization, as mentioned in the last sentence of 1° of Article L. 214-37, are deemed to be made by the real estate investment fund to be in excess of its direct or indirect rights in that corporation.
      “II. ― The real estate investment fund distributes:
      « 1° At a minimum of 85%, the fraction of the distribuable result within the meaning of 1° of the I relative to the following assets:
      “(a) Real estate assets referred to in 1° of the I of Article L. 214-36 that the fund holds directly or through, as the case may be, a corporation referred to in Article L. 214-80 or a real estate investment fund, a professional real estate investment fund, or a similar foreign law organization referred to in the last sentence of 1° of Article L. 214-37, in respect of their realization. For the determination of the amount to be distributed, net proceeds are reduced by a flat rate of 1.5 per cent of the cost of the property held directly by the fund;
      “(b) Other assets that the fund holds directly or through a corporation referred to in Article L. 214-80 for the fiscal year of their realization;
      « 2° At a minimum of 85%, the distribuable surplus-values, referred to in 2° of I, carried out during the fiscal year, decreased if any of the slaughter provided for in I of Article 150 VC of the General Tax Code, carried out by the fund or through a corporation referred to in Article L. 214-80:
      “(a) When the real estate assets referred to in 1° of I of Article L. 214-36 for the year of assignment;
      “(b) When the shares of companies referred to in 2° I of Article L. 214-36 are disposed of for the year of assignment;
      "(c) When transferring shares of real estate investment funds, professional real estate investment funds, or foreign law bodies, as mentioned in the last sentence of 1° of Article L. 214-37;
      « 3° At a minimum of 85%, the gains made directly by the fund and through, as the case may be, a corporation referred to in Article L. 214-80, a real estate investment fund, a professional real estate investment fund, or a foreign law agency, as mentioned in the last sentence of 1° of Article L. 214-37, during the assignment of assets other than those mentioned in the last sentence of 1° of Article L. 214-37,
      "Art. L. 214-82.-By derogation from the provisions of Article L. 214-52, the payment of the amounts distribuable under the surplus-values referred to in 2° of Article L. 214-81 shall be made before the last day of the sixth month following the transfer of the assets mentioned above.
      "Art. L. 214-83.-The shareholders or their right holders may not cause the sharing of the real estate investment fund.
      "The shareholders shall be held debts of the co-ownership only to the assets of the fund and proportionate to their share.
      "Art. L. 214-84.-The winding-up conditions as well as the distribution of assets are determined by the settlement of the real estate investment fund. The management company shall assume the functions of liquidator under the control of the depositary. If not, the liquidator shall be appointed to justice at the request of any shareholder.


      “Subparagraph 4
      « Collective investment organizations
      real estate in compartments


      "Art. L. 214-85.-I. ― A real estate collective investment organization may have several compartments if the settlement of the real estate investment fund or the statutes of the fixed capital real estate preponderance investment company provide. Each compartment gives rise to the issuance of one or more categories of shares or shares representative of the assets of the real estate collective investment organization assigned to it. By derogation fromArticle 2285 of the Civil Code and unless otherwise stipulated in the constituent documents of the real estate collective investment agency, the assets of a specified compartment only meet debts, commitments and obligations and receive only claims relating to that compartment.
      "When compartments are formed within a real estate collective investment organization, they are all individually subject to the provisions of this code that govern this organization.
      "The Autorité des marchés financiers defines the conditions under which the constitution of each compartment is subject to its approval, as well as the conditions under which, depending on the net value of the assets allocated to the corresponding compartment, the liquidative value of each class of shares or shares is determined.
      “II. ― Each compartment shall be subject, within the accounting of the real estate collective investment agency, to a separate accounting which may be held in any monetary unit under the conditions established by the decree provided for in the fourth paragraph of Article L. 214-50.
      "III. ― The Autorité des marchés financiers agrees, under conditions it defines, the transformation, fusion, splitting and liquidation of compartments.


      “Paragraph 4



      “Civil Real Estate Investment Corporations
      and forest saving companies
      “Subparagraph 1
      “General Regime


      "Art. L. 214-86.-Civil real estate investment companies or forest savings companies may make an offer to the public of their social shares, provided that the shares held by the founding members represent a total value of at least equal to the minimum social capital as set out in Article L. 214-88 and that they justify a bank guarantee, approved by the Autorité des marchés financiers and intended to face the refund provided for in Article 214-11.
      "The shares held by the founders are inalienable for three years from the issuance of the AMF's financial markets visa.
      "Art. L. 214-87.-The draft statute of incorporation of a civil real estate investment corporation or a forest saving corporation that is by offer to the public is established and signed by one or more founders.
      "The initial capital must be fully subscribed.
      "Art. L. 214-88.-The minimum social capital cannot be less than €760,000. The shares are nominal minimum of 150 €.
      "Art. L. 214-89.-The liability of the partners can only be questioned if the civil society or the forest saving society has been previously and in vain prosecuted. The liability of each partner in respect of third parties is incurred on the basis of their share in the capital and within the limit of twice the amount of that share. The Articles of Civil Society or Forest Savings Corporation may provide that the liability of each partner is limited to the amount of its share in the capital of society.
      "The company must necessarily subscribe to an insurance contract guaranteeing its civil liability because of the properties it owns.
      "In the event of non-compliance with the second paragraph, the personal responsibility of the directors of the corporation responsible for the management of the civil real estate investment corporation or the forest savings company may be in solidarity with that of the latter.
      "Art. L. 214-90.-In the event of personal bankruptcy, liquidation, recovery or judicial safeguard of one of the partners of a civil society or a forest saving corporation whose shares have been offered to the public, the offer of disposal of the shares of the partner shall be entered into the register of the corporation referred to in Article L. 214-93.
      "Art. L. 214-91.-In the event of in-kind contributions as in the case of specific benefits for the benefit of associate or non-associated persons, a Commissioner of Contributions shall be appointed by a court decision, at the request of the founders or one of them, or of the management society. The Commissioner appreciates the value of in-kind contributions and particular benefits. Its report, annexed to the draft statute, is made available to subscribers under conditions determined by decree.
      "The constitutive general assembly, or in the event of a capital increase, the extraordinary general assembly, decides on the evaluation of in-kind contributions and the granting of particular benefits. It can only unanimously reduce them. In the absence of explicit approval by the intakers and beneficiaries of particular benefits, referred to in the minutes, the corporation is not constituted or the capital increase realized.
      "Any civil real estate investment corporation or incorporated forest savings corporation that intends to use it at a later date must, prior to the transaction, have the assets and liabilities verified and, where appropriate, the benefits granted in accordance with the first and second paragraphs.
      "No industry input can be represented by social shares.
      "Art. L. 214-92.-Les provisions of the second paragraph of Article 1865 of the Civil Code relating to the publication of social share transfers are not applicable to civil real estate investment companies and forest savings companies.


      “Subparagraph 2
      “Subscription of shares


      "Art. L. 214-93.-I. ― The orders of purchase and sale are, barely invalid, registered in a register held at the company's headquarters. The price of execution results from the confrontation of the offer and the demand. It is established and published by the management company after each order registration period.
      "Any transaction shall result in a registration on the register of associates that is deemed to constitute the written assignment required by theArticle 1865 of the Civil Code. The transfer of ownership resulting from the transfer of ownership to society and to third parties from that moment. The management company guarantees the proper execution of these transactions.
      "The general regulation of the Autorité des marchés financiers sets out the terms and conditions for the implementation of this I and, in particular, the conditions of information on the secondary market of shares and the determination of the period of registration of orders.
      “II. ― Where the management company finds that the sales orders registered for more than 12 months on the register referred to in I represent at least 10% of the shares issued by the company, it shall promptly inform the Autorité des marchés financiers. The same procedure is applicable in the event that unmet withdrawal requests within 12 months represent at least 10% of the shares.
      "In two months from this information, the management company convenes an extraordinary general assembly and proposes to it the partial or total disposal of the heritage and any other appropriate action. Such assignments are deemed to conform to section L. 214-114.
      "Art. L. 214-94.-The share subscription price is determined on the basis of the replenishment value defined in Article L. 214-109.
      "Any deviation between the subscription price and the replenishment value of the shares above 10% must be justified by the management company and notified to the Autorité des marchés financiers under conditions fixed by order of the Minister responsible for the economy.
      "Art. L. 214-95.-The management company proposes to the General Assembly, after hearing the report of the auditors, the decrease in the price on the part provided that it is not reduced by more than 30%, i.e. the partial or total disposal of the assets. Such assignments shall be deemed to meet the conditions set out in section L. 214-114.
      "The reports of the management company, the auditors and the draft resolutions of the General Assembly are forwarded to the Autorité des marchés financiers one month before the date of the General Assembly.
      "Art. L. 214-96.-Any subscription of shares is found by a bulletin established under conditions determined by decree.
      "The shares in cash are released, at the time of the subscription, of at least one quarter of their nominal value and, where applicable, of the total emission premium. The release of the surplus shall, in one or more times, take place within the five-year period from the subscription.
      "It cannot be done to create new shares in order to increase social capital until the initial capital has been fully released and as long as the offer of disposal of shares in the register provided for in Article L. 214-93 has not been satisfied for more than three months for a price less than or equal to that requested by the new subscribers.
      "The reduction of capital not motivated by losses is not opposable to creditors whose debt is prior to this reduction. In the event of non-payment, these creditors may require the company to pay back money to the partners.
      "Art. L. 214-97.- Except in the event of succession, liquidation of community of property between spouses, or assignment to a spouse, or to an ascendant or descendant, the assignment of shares to a third party, in any capacity, may be subject to the approval of the corporation by a clause in its statutes.
      "If an authorization clause is stipulated, the application for approval indicating the name, first name and address of the assignee, the number of shares for which the assignment is envisaged and the price offered is notified to the corporation. The approval results from either a notification or a failure to respond within two months of the application.
      "If the company does not have the proposed assignee, the management company shall, within one month of the notification of the refusal, be required to acquire the shares either by a partner or by a third party, or, with the consent of the assignor, by the corporation for a capital reduction. If there is no agreement between the parties, the price of the shares is determined under the conditions specified in theArticle 1843-4 of the Civil Code. Any clause contrary to section 1843-4 shall be deemed unwritten.
      "If, on the expiry of the period provided for in the preceding paragraph, the purchase is not made, the approval is considered to be given. However, this period may be extended by a court decision at the company's request.
      "If the company has given its consent to a plan for the sale of shares under the conditions set out above, this consent will be granted in the event of the forced realization of the shares arising according to the provisions of the first paragraph of Article 2346 of the Civil Code, unless the company prefers, after the assignment, to redeem the shares without delay, in order to reduce its capital.


      “Subparagraph 3
      “Management


      "Art. L. 214-98.-The stewardship of civil real estate investment companies and forest savings companies is provided by a management company referred to in theArticle L. 532-9 of the Monetary and Financial Code.
      "The corporation for the management of civil real estate investment companies and forest savings companies is designated in the statutes or by the general assembly by a majority of the votes available to the partners present or represented. The management company, whatever the terms of its designation, may be revoked by the general assembly by the same majority. Any contrary clause is deemed non-written. If the revocation is decided without just cause, it may result in damages.
      "In addition, the management company is revocable by the courts for legitimate reasons, at the request of any partner.
      "Art. L. 214-99.-A supervisory board is responsible for assisting the management company. It is composed of seven partners at least of the civil real estate investment corporation or the forest savings corporation that are designated by the ordinary general assembly of the civil real estate investment corporation or forest savings corporation. It operates the audits and controls that it considers appropriate at any time. It may be communicated or requested to the management company a report on the situation of the civil real estate investment corporation or the forest savings company on the management of which it submits a report to the ordinary assembly.
      "The statutes may require its prior authorization to conclude the operations they list.
      "In respect of third parties, the civil real estate investment corporation or the forest savings corporation may not avail itself of the limitations or restrictions resulting from this section.
      "Art. L. 214-100.-Any person who, directly or by interposed person, in fact exercises the direction, administration or management under cover or instead of the legal representatives of the society is subject to the same obligations and possibly liable to the same sanctions as those representatives themselves.
      "Art. L. 214-101.-The management corporation may, on behalf of the civil real estate investment corporation or the forest savings corporation that it manages, contract loans, assume debts or carry out acquisitions payable in the future, within the limit of a maximum fixed by the general assembly.
      "This limit takes into account the indebtedness of the companies mentioned in 2° I of Article L. 214-115.
      "In respect of third parties, the corporation may not avail itself of the limitations or restrictions of powers resulting from this section.
      "Art. L. 214-102.-I. ― Within the limits and conditions established by decree in the Council of State, a civil real estate investment corporation or a forest savings company may consent on its assets to the necessary guarantees for the conclusion of contracts under its activity, including those relating to the establishment of the loans mentioned in article L. 214-101.
      “II. ― Within the limits and conditions established by decree in the Council of State, a civil real estate investment corporation or a forest savings company may make advances in current account to the companies mentioned in the 2nd and 3rd of I of Article L. 214-115, of which it holds directly or indirectly at least 5% of the social capital.
      "Art. L. 214-102-1.-The provisions of Article L. 214-24-28 are applicable to IAFs under this paragraph.


      “Subparagraph 4
      “General Assembly


      "Art. L. 214-103.-The ordinary general meeting shall be held within six months from the end of the fiscal year for the approval of the accounts. The Public Prosecutor's Office or any associate may refer to the President of the competent court in order to refer the matter to the executives, if any under any circumstances, to convene the meeting or appoint an agent to do so.
      "Each partner has a number of votes proportional to their share of social capital. Decisions are made by a majority of the votes available to associates present or represented. The General Assembly shall only deliberate validly on the first convocation if the partners present or represented hold at least one-quarter of the capital, and at least half if the statutes are to be amended. On second convocation, no quorum is required.
      "The documents communicated to the partners prior to the holding of the general assemblies and the forms and deadlines in which the associates are summoned to these assemblies are determined by decree. Any interested person may apply to the President of the competent court in a Referee's opinion to direct the officers, if any under arrest, to communicate these documents to the partners.
      "The meeting determines the amount of profits distributed to partners as a dividend. In addition, the Assembly may decide to distribute the sums taken from the reserves of which it has the disposition. In this case, the decision expressly specifies the reserve positions on which the levies are exercised.
      "A dividend distributed in the absence of an inventory or through fraudulent inventory is a fictional dividend.
      "However, do not constitute fictitious dividends the deposits to be claimed on the dividends of fiscal years closed or in progress, distributed before the accounts of these fiscal years have been approved, when a balance sheet established during or at the end of the fiscal year and certified by one of the auditors of accounts referred to in section L. 214-110 indicates that the corporation has made, in the course of the fiscal year, deductions
      "The management company has a quality to decide to distribute a deposit to be claimed on the dividend and to set the amount and date of the distribution.
      "Art. L. 214-104.-A partner may receive the powers issued by other partners to be represented at a meeting, without any limitations other than those resulting from the legal or statutory provisions establishing the maximum number of votes that may be available to the same person, both in his or her personal name and as an agent.
      "The clauses contrary to the provisions of the preceding paragraph are deemed to be unwritten.
      "For any proxy of an associate without an indication of a proxy, the President of the General Assembly shall issue an opinion favourable to the adoption of draft resolutions submitted or approved by the management company and a vote unfavourable to the adoption of any other draft resolutions. To issue any other vote, the partner must choose an agent who agrees to vote in the direction indicated by the principal.
      "Art. L. 214-105.-A partner may vote by correspondence, using a form whose references are fixed by order of the Minister responsible for the economy. The contrary clauses of the statutes are deemed unwritten.
      "For the calculation of the quorum, it is only taken into account the forms received by the company before the meeting of the assembly, within a time limit set by the same order. Forms that give no meaning to vote or express abstention are considered negative votes.
      "Art. L. 214-106.-Any agreement between the corporation and the management corporation, or any partner of the corporation, is approved by the General Assembly of the partners of the corporation, on the reports of the supervisory board and auditors.
      "Even in the absence of fraud, the adverse consequences to the society of the disapproved conventions are borne by the responsible management company or any partner of the latter.
      "Art. L. 214-107.-In the event of a meeting of the general assembly under this subparagraph, the statutes may provide that certain decisions are made by way of written consultation of the associates provided that the participation of the associates meets the conditions of quorum on the first convocation of a meeting.
      "Art. L. 214-108.-Each assembly shall be the subject of a record and a record of presence, to which the powers given to each agent shall be annexed. The procedure for establishing these documents is determined by decree in the Council of State.
      "In the absence of a record, the proceedings of the assembly may be cancelled.


      “Subparagraph 5
      « Accounting provisions


      "Art. L. 214-109.-At the end of each fiscal year, the management company shall prepare an inventory of the various assets and liabilities that exist on that date.
      "It also draws annual accounts and prepares a written management report.
      "It is required to apply the general accounting plan adapted to the needs and means of the said companies, taking into account the nature of their activity, in accordance with the terms set out by a regulation of the Authority of Accounting Standards.
      "The management report outlines the company's situation during the past year, its predictable evolution, and the significant events that occurred between the year's closing date and the date on which it is established.
      "The management company, in a statement annexed to the management report, mentions the book value, the value of achievement and the replenishment value of the civil real estate investment corporation or the forest savings corporation they manage. The realisation value is equal to the sum of the value of the real property and the net value of the other assets of the corporation. The value of replenishment of the corporation is equal to the value of increased realization of the amount of costs associated with a replenishment of its heritage.
      "These values are subject to resolutions submitted for approval by the General Assembly. In the course of the fiscal year, and if necessary, the supervisory board provided for in section L. 214-99 may authorize the modification of these values, based on the reasoned report of the management company.
      “The documents mentioned in this article shall be made available to the auditors under conditions determined by decree.
      "Art. L. 214-110.-The control is exercised by one or more auditors.
      "The auditors shall bring to the attention of the Autorité des marchés financiers the irregularities and inaccuracies identified by them in the fulfilment of their mission.
      "They are responsible under the conditions set out in theArticle L. 822-17 of the Commercial Code. They are not civilly responsible for the offences committed by persons who manage, direct or administer society, unless, having known, they have not revealed them in their report to the General Assembly.
      "The liability actions against the auditors are prescribed under the conditions set out in theArticle L. 225-254 of the Commercial Code.
      "No re-evaluation of assets can be performed without a special report to the General Assembly being submitted by the auditors and approved by the Auditors.


      “Subparagraph 6
      « Fusion


      "Art. L. 214-111.-The merger transaction is carried out under the control of the auditors of each of the companies concerned. The proposed merger is communicated to them at least forty-five days before the extraordinary general assemblies called for to decide on the operation.
      "The auditors prepare a report on the conditions for the merger operation.
      "The mission of the auditors is carried out under the same conditions as those provided for the merger commissioners pursuant to theArticle L. 236-10 of the Commercial Code.
      "Art. L. 214-112.-The merger transaction is approved by the extraordinary general assembly of each of the companies concerned.
      "Art. L. 214-113.-The extraordinary general assembly of the absorbing society shall decide on the assessment of in-kind contributions in accordance with the provisions of Article L. 214-91.


      “Subparagraph 7
      “Rules of good conduct
      “Subparagraph 8
      “Special provisions for companies
      real estate investments


      "Art. L. 214-114.-Civil real estate investment companies are directly or indirectly acquired, including in the future state of completion, and the management of a rental real estate.
      "In the conditions laid down by decree in the Council of State, civil real estate investment companies also aim to acquire and manage buildings that they are built exclusively for the purpose of their rental.
      "For the purposes of this management, they may carry out work of any kind in these buildings, including construction, renovation, maintenance, rehabilitation, improvement, expansion, reconstruction or environmental or energy standards. They may acquire equipment or facilities necessary for the use of buildings.
      "They can also yield real estate assets as long as they have not purchased them for the purpose of reselling them and such assignments do not have a usual character.
      "Art. L. 214-115.-I. ― Under the conditions established by decree in the Council of State, the assets of a civil society of real estate investment are exclusively constituted:
      « 1° Buildings constructed or acquired for the purpose of leasing and real rights relating to such property and listed by the decree in the Council of State mentioned in the preceding paragraph;
      « 2° Parts of partnerships that are not admitted to negotiations on a market referred to in Articles L. 421-4, L. 422-1 and L. 423-1 and meet the following conditions:
      “(a) The partners meet liabilities beyond their contributions;
      “(b) The asset is mainly made up of buildings acquired or built for the purpose of leasing or real rights relating to such property;
      "(c) Other assets are advances in current account referred to in Article L. 214-102, receivables arising from their main activity or liquidity referred to in the 4°;
      "(d) The financial instruments they issue are not allowed to negotiations on a market referred to in Articles L. 421-4, L. 422-1 and L. 423-1;
      « 3° Shares of civil real estate investment companies, shares or shares of real estate collective investment organizations, professional collective investment organizations and shares, shares or rights held in foreign law organizations with an equivalent object whatever their form;
      « 4° Deposits and liquidity defined by decree in the Council of State;
      « 5° Current account advances made under section L. 214-101.
      “II. ― A civil real estate investment company and the companies mentioned in 2° of the I cannot hold shares, shares, financial rights or voting rights in an entity, regardless of its form, whose partners or members respond indefinitely and in solidarity with the debts of the entity.
      "Art. L. 214-116.-A not less than 15%, the maximum capital of civil real estate investment companies, as set by their statutes, is subscribed by the public within one year of the opening date of the subscription.
      "If it is not satisfied with this obligation, the company is dissolved and the partners are reimbursed for the amount of their subscription.
      "Art. L. 214-117.-A with the exception of the cases provided for in sections L. 214-66 and L. 214-76, a civil real estate investment company can only merge with another civil real estate investment company that manages a comparable composition heritage.
      "The conditions for the application of this article are fixed by the decree referred to in Article L. 214-121.
      "Art. L. 214-118.-Under the conditions established by decree in the Council of State, a civil real estate investment company can pass its heritage by means of splitting to real estate collective investment organizations in any form.
      "Previously to the split, civil real estate investment companies are, by derogation from Article L. 214-114, authorized, if any, to make all or part of their property available to new civil societies, so that their shares are transmitted as soon as possible to real estate collective investment organizations within the framework of the split.
      "Art. L. 214-119.-Civil real estate investment companies have a five-year period, beginning with the approval of the provisions of the general regulation of the Autorité des marchés financiers relating to real estate collective investment organizations, to hold the extraordinary general assembly of the partners so that they decide on the issue on the agenda relating to the possibility of being transformed into a real estate collective investment organization.
      "This assembly, under the conditions of quorum and majority established by the statutes of the society at the date of publication of theOrder No. 2005-1278 of 13 October 2005 defining the legal regime of real estate collective investment organizations and the modalities of transformation of civil real estate investment companies into real estate collective investment organizations, for one of the two forms of the real estate collective investment organization referred to in the first paragraph of Article L. 214-33 that it wishes to see adopted after the transformation.
      "If the real estate collective investment organization is constituted in the form of a real estate investment fund, the settlement of the fund provides for the establishment of the monitoring board under section L. 214-73.
      "When a civil real estate investment company opts for the real estate collective investment system, this transaction is done without direct or indirect costs for shareholders.
      "Art. L. 214-120.-Under the conditions set out in the general regulation of the Autorité des marchés financiers (AMF), civil real estate investment companies shall inform the real estate collective investment plan defined in paragraph 3 of this subsection:
      « 1° The subscribers of shares of civil real estate companies prior to their subscription or acquisition in accordance with the provisions of articles L. 214-93 and following;
      « 2° Partners of civil real estate investment companies no later than 12 months from the publication of theOrder No. 2005-1278 of 13 October 2005 defining the legal regime of real estate collective investment organizations and the modalities of transformation of civil real estate investment companies into real estate collective investment organizations.
      "In particular, this information relates to the obligation of civil real estate companies to convene a general meeting under the conditions set out in Article L. 214-119 to submit to the vote of the partners the possibility of placing themselves under this regime.
      "This information is sincere, complete and clear and is written in terms that are easily accessible and understandable in order to allow subscribers on the part or partners to have the essential information necessary to make their decisions in full knowledge.


      “Subparagraph 9
      “Special provisions
      Forest Savings Corporations


      "Art. L. 214-121.- Forest Savings Corporations have the primary purpose of acquiring and managing a forest heritage. Their assets consist, on the one hand, of at least 60% wood or forest, of interest shares of forest groupings or companies whose exclusive purpose is the possession of wood and forests and, on the other, of liquidity or values assimilated.
      "Woods and forests held by these companies must be managed in accordance with a simple approved management plan.
      "The shares of forest savings companies are assimilated to the shares of interest held in a forest group for the purposes of the tax law, with the exception ofArticle 885 H of the General Tax Code.
      "Art. L. 214-122.-The share of the assets of forest savings companies made up of wood and forests is set at 51% when these companies, under conditions defined by decree in the Council of State, allocate a fraction of their assets to the enhancement or guarantee of loans granted by credit institutions approved by the administrative authority to finance investment, valuation or exploitation of wood and forests.
      "Art. L. 214-123.-A not less than 15%, the maximum capital of forest savings companies, as set by their statutes, must be subscribed by the public within two years of the opening date of the subscription.
      "If it is not satisfied with this obligation, the company is dissolved and the partners are reimbursed for the amount of their subscription.
      "Art. L. 214-124.-The approval of the management company is subject to the prior notice of the National Forestry Property Centre.
      "Art. L. 214-125.-By derogation from the first paragraph of Article L. 214-101, a decree in the Council of State sets out the exchanges, alienations or constitutions of real rights relating to the forest heritage of forest saving societies that fall under normal management operations and are not subject to the authorization of the ordinary general assembly of associates.
      "By derogation from the first paragraph of Article L. 214-117, a forest savings company may also merge with a forest group that manages a heritage whose forests are subject to simple approved management plans. The merger is then subject to the approval of the Autorité des marchés financiers.
      "In addition, the General Meeting of Partners approves simple wood and forest management plans held by the company.
      "Art. L. 214-126.-A decree in the Council of State sets out the modalities for the application of sections 1.2.3 and 4 of this chapter.


      “Paragraph 5



      " Fixed Capital Investment Corporations
      “Subparagraph 1
      “Common provisions


      "Art. L. 214-127.-The fixed capital investment company, known as "SICAF", is an anonymous company that is responsible for the management of a portfolio of financial instruments, deposits and liquidities, allowing for a direct or indirect diversification of investment risks, with the aim of benefiting its shareholders from the results of this management.
      "Unless in the cases provided by the statutes, the shares cannot be redeemed by the SICAF at the request of its shareholders.
      "It may carry out temporary acquisition or assignment of securities and borrowing of species.
      "For the achievement of its management objective, it may grant the guarantees referred to in Article L. 211-38 or, under the conditions set out in that article, as well as benefit from solidarity bonds or guarantees at first request.
      "It may conclude financial contracts referred to in Article L. 211-1 under conditions established by decree in the Council of State.
      "The company must include on all acts and documents intended for third parties its name and its quality as a fixed capital investment company.
      "The initial capital of a SICAF cannot be less than an amount fixed by decree.
      "The actions of a SICAF may be admitted to negotiations on a regulated market of financial instruments referred to in Article L. 421-1 or a multilateral trading system referred to in Article L. 424-1, under the conditions set out in subsection 2. The net assets per action of the SICAF is then calculated and communicated under conditions fixed by decree in the Council of State.
      "Art. L. 214-127-1.-The provisions of Article L. 214-24-28 are applicable to IAFs under this paragraph.
      "Art. L. 214-128.-The board of directors or the board of the SICAF sets out its investment strategy under conditions defined by decree. This strategy and the planned distribution policy are presented in the SICAF statutes and reproduced in the annual report referred to in theArticle L. 225-100 of the Commercial Code. The investment strategy must be respected at any time. It may provide that the assets of the SICAF will be invested in all or part of shares or shares of another group investment or foreign investment funds under this section and in representative rights of an investment in an entity that does not have the legal personality issued on the basis of a foreign law, provided that the investment is consistent with the objective of risk distribution referred to in Article L. 214-127 of this Code.
      "Documents for public information clearly state that, except in the cases provided by the statutes, shares may not be redeemed by the SICAF at the request of its shareholders.
      "Art. L. 214-129.-Management of a SICAF is provided by a portfolio management company under section L. 532-9.
      "Art. L. 214-130.-The SICAF may only make an offer to the public if the nominal amount of the issued shares is greater than an amount fixed by decree.
      "Art. L. 214-131.-By derogation from Articles L. 225-127 to L. 225-149-3 of the Commercial Code, the president of the board of directors or the board of directors of the SICAF may at any time increase in capital under the conditions fixed by the statutes of the corporation.
      "A SICAF cannot issue shares at a price less than the net assets per share without first proposing them to its existing shareholders.
      "Art. L. 214-132.-Where their nominal amount is less than the threshold referred to in Article L. 214-130, the shares or shares issued by the SICAF or a closed-type investment fund constituted on the basis of a foreign law may not be demarcated except from qualified investors referred to in Part II of Article L. 411-2.
      "However, when the subscription or acquisition of shares of SICAF is carried out by a French non-resident on the occasion of an act of marketing abroad, investors to whom the subscription or acquisition of these SICAFs is reserved are governed by the law of the marketing State.
      "Art. L. 214-133.-By derogation from the provisions of titles II and III of Book II and title II of Book VIII of the Commercial Code:
      « 1° The actions are fully released upon their issuance;
      « 2° Any in-kind contributions are appreciated under the responsibility of the External Auditor;
      « 3° The ordinary general assembly may be held without a quorum being required. The same is true, on the second convocation, of the extraordinary general assembly;
      « 4° A single physical person may simultaneously serve five terms as Director General, Director General or Single Director General of SICAF. The terms of reference of Director General, Director General or Single Director General within a SICAF are not taken into account for the cumulative rules referred to in Book II of the Commercial Code;
      « 5° The terms of a permanent representative of a legal entity on the board of directors or supervision of a SICAF are not taken into account for the application of provisions of articles L. 225-21, L. 225-77 and L. 225-94-1 of the Commercial Code ;
      « 6° The External Auditor shall be designated for six years by the Board of Directors or the Director, after agreement of the Financial Markets Authority. The designation of an alternate auditor is not required. The External Auditor is disbanded by professional secrecy with respect to the Autorité des marchés financiers.
      "The External Auditor shall notify the Autorité des marchés financiers as soon as possible of any fact or decision concerning an SICAF that he has been aware of in the course of his mission, of the following nature:
      “(a) A breach of the legislative or regulatory provisions applicable to that corporation and may have significant effects on the financial situation, outcome or heritage;
      “(b) To affect the continuity of its operation;
      "(c) To result in the issuance of reservations or refusal of the certification of accounts.
      "The responsibility of the External Auditor may not be incurred for the information or disclosures of facts to which he or she carries out the obligations imposed by this section.
      "The Autorité des marchés financiers can also provide the SICAF auditors with the information necessary to carry out their mission. The information transmitted is covered by the rule of professional secrecy.
      "Art. L. 214-134.-Articles L. 224-1, L. 224-2, second paragraph of Article L. 225-68, second paragraph of Article L. 225-131, Articles L. 225-258 to L. 225-270, L. 232-2 and L. 232-10 of the Commercial Code are not applicable to SICAF.
      "Art. L. 214-135.-The statutes of the SICAF set the duration of accounting exercises that cannot exceed twelve months. However, the first exercise may extend over a different period without exceeding eighteen months.
      "In a period of six weeks from the end of each semester of the fiscal year, the SICAF sets out the inventory of the assets under the control of the depositary.
      "SICAF publishes, within eight weeks of the end of each semester of the fiscal year, the composition of the assets and the net assets per share. The Accounts Commissioner certifies the accuracy of this before publication. The SICAF publishes under the same conditions a description of exposure to different financial risks. At the end of this period, any shareholder who makes the request is entitled to the communication of this document.


      “Subparagraph 2
      " Fixed capital investment companies whose shares
      are negotiated on a market of financial instruments


      "Art. L. 214-136.-The provisions of this subsection apply to SICAF whose shares are allowed to negotiate on a regulated market of financial instruments referred to in Article L. 421-1, or to a multilateral trading system referred to in Article L. 424-1.
      "Art. L. 214-137.-Articles L. 225-209, the first paragraph ofarticle L. 225-210 and articles L. 225-211 and L. 225-212 the trade code shall not apply to SICAF under this subparagraph.
      "A SICAF under this subparagraph is authorized to redeem its shares, without obtaining the authorization of the General Assembly, up to a limit of 10% of its capital per year. However, this limit is increased to 25% when the share price is less than 10% at the net asset per share. The number of shares taken into account in calculating these limits is the number of shares purchased, deducting the number of shares claimed during the year. The extraordinary general assembly of the SICAF may authorize the redemption of shares beyond this limit of 25%.
      "A SICAF under this sub-paragraph cannot possess, directly or through a person acting on his or her own behalf, but on behalf of the SICAF, more than 10% of the total of his or her own shares.
      "The SICAF under this subparagraph shall report to the Autorité on the financial markets on a monthly basis on the acquisitions, assignments, cancellations and transfers they have made. They publish the same information on a quarterly basis.
      "The Board of Directors or the Board of Directors of the SICAF, as the case may be, indicates in the report provided for in theArticle L. 225-100 of the Commercial Code, the number of shares purchased and sold during the year, the average prices of purchases and sales, the amount of trading fees, the number of shares held at the end of the year and their value assessed during the purchase and their nominal value, for each of the purposes, the number of shares used and the possible reallocations of which they have been and the fraction of the capital they represent.


      “Subparagraph 3
      "Funds closed in foreign law with shares or shares
      are negotiated on a market of financial instruments


      "Art. L. 214-138.-Where are allowed to negotiate on a market of financial instruments referred to in Article L. 421-1 or a multilateral trading system referred to in Article L. 424-1, the shares or shares of a closed investment fund constituted on the basis of a foreign law, the market enterprise or the system manager shall verify that this fund is subject to the rules for security


      “Paragraph 6



      "Alternate Funds


      "Art. L. 214-139.- Except as otherwise provided, the provisions of articles L. 214-24-24 to L. 214-24-27 and L. 214-24-29 to L. 214-26-2 shall apply to IAFs under this paragraph.
      "Art. L. 214-140.-An alternative fund may invest in the assets mentioned in article L. 214-24-55 under the conditions established by a decree in the Council of State.
      "Art. L. 214-141.-The general regulation of the Autorité des marchés financiers sets out the terms of subscription, assignment and redemption of shares or shares issued by such a fund.
      "By derogation from the third paragraph of Article L. 214-24-29 and the first paragraph of Article L. 214-24-34, by-law or by-laws of the alternative fund may provide that the redemption of shares or shares may be capped at each date of the establishment of the liquidative value to a fraction of the shares or shares issued by the fund.
      "Art. L. 214-142.-When an alternative fund is a master FIA, the rules of investment, demarcation and marketing of the fed FIA are those of the master FIA.


      "Subsection 3



      « Funds open to professional investors



      “Paragraph 1



      “Agreed funds
      “Subparagraph 1
      “Professional Funds for General Purpose


      "Art. L. 214-143.- Except as otherwise provided, articles L. 214-24-24-24 to L. 214-24-27 and L. 214-24-29 to L. 214-26-2 apply to IAFs under this subparagraph.
      "Art. L. 214-144.-Subscription and acquisition of shares or shares of a general-purpose professional fund shall be reserved for professional customers referred to in Article L. 533-16 and to foreign investors belonging to an equivalent class on the basis of the law of the country under which they fall.
      "The general regulation of the Autorité des marchés financiers sets out the conditions under which the subscription and acquisition of the shares or shares of these funds are open to other investors based, in particular, on the nature of the funds and the level of risk taken by the fund.
      "The depositary or person designated for this purpose by the regulations or statutes of the IAF shall ensure that the subscriber or purchaser is an investor as defined in the first paragraph. It also ensures that the subscriber or purchaser has indeed stated that it has been informed that this IAF is governed by the provisions of this subparagraph.
      "Art. L. 214-145.-A general-purpose professional fund may invest in the assets referred to in Article L. 214-24-55 under the conditions and limits established by a decree in the Council of State.
      "Art. L. 214-146.-The general regulation of the Autorité des marchés financiers sets out the terms of subscription, assignment and redemption of shares or shares issued by such an IAF.
      "By derogation from the third paragraph of Article L. 214-24-29 and the first paragraph of Article L. 214-24-34, the regulation or statutes of the general purpose professional fund may provide that the redemption of shares or shares may be capped at each date of the establishment of the liquidative value to a fraction of the shares or shares issued by the IAF. A decree determines the conditions for the application of this paragraph.
      "Art. L. 214-147.-When a general-purpose professional fund is a master FIA, the rules of investment, demarcation and marketing of the fed FIA are those of the master FIA.


      “Subparagraph 2
      “Professional organizations
      real estate investments


      "Art. L. 214-148.-Unless otherwise provided, articles L. 214-33 to L. 214-85 are applicable to professional real estate investment organizations.
      "Art. L. 214-149.-By derogation from Article L. 214-55 and under the conditions set out in the general regulation of the Autorité des marchés financiers, immovables, real rights and rights held as a licensorship relating to leasing contracts relating to such property held directly or indirectly by the professional real estate investment agency and by the companies referred to in the 2° and 3° of the I of Article 36 Under his responsibility, he prepares a written summary report on the fulfilment of his mission. The professional investment company with variable capital preponderance or the fund management company shall make all necessary arrangements to enable the external evaluation expert to complete his or her mission.
      "The general regulation of the Autorité des marchés financiers sets out the mission of the external evaluation expert, including its tasks, evaluation rules and the conditions for the preparation of the report.
      "This report is communicated to the professional investment company with variable capital preponderance, the fund management company, the depositary and the auditor as well as to any holder of shares or shareholders of the professional real estate collective investment organization who makes the request, in conditions fixed by decree in the Council of State.
      "Art. L. 214-150.-Subscription and acquisition of shares or shares of a professional real estate investment agency shall be reserved for professional customers referred to in Article L. 533-16 as well as for foreign investors belonging to an equivalent class on the basis of the law of the country in which their headquarters is located.
      "The general regulation of the Autorité des marchés financiers sets out the conditions under which the subscription and acquisition of the shares or shares of these organizations are open to other investors based, in particular, on the nature of these and the level of risk taken by the agency.
      "The depositary or person designated for this purpose by the regulations or statutes of the organization shall ensure that the subscriber or purchaser is an investor as defined in the preceding paragraph. It also ensures that the subscriber or purchaser has indeed stated that they have been informed of the fact that this body is governed by the provisions of this subparagraph.
      "Art. L. 214-151.-A professional real estate collective investment agency may, under conditions and limits established by decree in the Council of State, waive the limits provided for in articles L. 214-37 to L. 214-40.


      “Paragraph 2



      “Reported funds


      "Art. L. 214-152.-Unless otherwise provided, articles L. 214-24-24 to L. 214-24-27 and L. 214-24-29 to L. 214-26-2 apply to IAFs under this paragraph.
      "Art. L. 214-153.-By derogation from Article L. 214-24-24, the constitution, transformation, merger, splitting or liquidation of a declared fund under this paragraph shall not be subject to the approval of the Autorité des marchés financiers but shall be declared to it, within the month following their completion, under the conditions defined by its general regulation.


      “Subparagraph 1
      “Specialized Professional Funds


      "Art. L. 214-154.-A specialized professional fund takes the form of a SICAV or a mutual fund. Depending on the case, its name is then the name of "specialized professional investment company" or "specialized professional investment funds".
      "By derogation from sections L. 214-24-29, L. 214-24-34 and L. 214-24-55, a specialized professional fund may invest in property if they meet the following rules:
      « 1° The property is founded either on an inscription or on an authentic act or on a private act whose probative value is recognized by French law;
      « 2° The property is not subject to any security other than those eventually incorporated for the purpose of managing the specialized professional fund;
      « 3° The property is the subject of a reliable valuation in the form of an accurate and established price, which is either a market price or a price provided by a valuation system to determine the value to which the asset could be exchanged between informed and informed parties in the course of a transaction under normal competition conditions;
      « 4° The liquidity of the property allows the specialized professional fund to meet its obligations with respect to the execution of redemptions against its holders and shareholders defined by its statutes or by-laws.
      "Art. L. 214-155.-Section L. 214-144 is applicable to specialized professional funds. The subscription and acquisition of shares or shares may also be done by the executive, employee or natural investors acting on behalf of the fund management company and the management company itself.
      "Art. L. 214-156.-The general regulation of the Autorité des marchés financiers determines, inter alia, the conditions under which the subscribers are informed of the investment rules specific to this specialized professional fund, the terms and conditions under which the latter may derogate from Article L. 214-24-55 and the minimum period and the terms and conditions for the establishment of the liquidative value.
      "Art. L. 214-157.-I. ― By derogation from the third paragraph of section L. 214-24-29 and the first paragraph of section L. 214-24-34, the regulations or statutes of the specialized professional fund shall provide the conditions and conditions for the issuance, subscription, assignment and redemption of shares or shares.
      "The regulation or statutes of the specialized professional fund provide for the liquidative value below which it is dissolved.
      "By derogation from sections L. 214-24-55 and L. 214-24-56, the regulations or statutes of the specialized professional fund set the rules of investment and commitment.
      "The regulations or statutes of the specialized professional fund specify the terms and conditions of their possible modification. If not, any modification requires unanimity of shareholders or shareholders.
      "The regulation or statutes of the specialized professional fund may provide for shares or shares giving rise to different rights over all or part of the assets of the fund or its products.
      "The management corporation or the fund that has not globally delegated its management may distribute a fraction of the assets under the terms and conditions set out in the regulations or statutes of the fund.
      “II. - By derogation from the 1st of Article L. 214-24-31, the regulation or statutes of the specialized professional fund may provide for a fractional release of the shares or shares subscribed. These shares or shares are nominal. When the shares or shares are disposed of, the subscriber and successive assignees shall be held in solidarity with the amount not released from them. In the absence of a shareholder or shareholder to release, at times established by the management company and, where applicable, by the SICAV, the remaining amounts to be paid on the amount of the shares or shares held, the management company shall issue a reinstatement to it. A month after this stay and if it has not been effective, the management company and, where applicable, the SICAV may proceed in full right to the assignment of these shares or shares or, under the conditions provided by the statutes or by the regulation of the specialized professional fund, to the suspension of the right to the payment of the distribuable amounts referred to in Article L. 214-24-51. After payment of the amounts due, principal and interest, the shareholder or shareholder may request the payment of the unprescribed distribuable amounts.
      "The regulation or statutes of the specialized professional fund may provide that, in the event of the liquidation of the specialized professional fund, a portion of the assets shall be attributed to the management company or to a third party under conditions established by the regulation or the statutes.
      "Art. L. 214-158.-When a specialized professional fund is a master FIA, the rules of investment, demarcation and marketing of the fed FIA are those of the master FIA.


      “Subparagraph 2
      “Professional Investment Capital Funds


      "Art. L. 214-159.-I. ― Except as otherwise provided, professional investment capital funds are capital funds governed by sections L. 214-27 to L. 214-32-1.
      “II. ― Professional investment capital funds take the form of either mutual investment funds or of variable capital investment companies known as "investment capital corporations".
      "Articles L. 214-24-29 to L. 214-24-33, with the exception of the third paragraph of Article L. 214-24-29 and 1° and 9° of Article L. 214-24-31, are applicable to the investment capital corporation.
      "The provisions applicable to the regulation and shares of the professional capital investment fund are applicable to the statutes and shares of the capital investment corporation.
      "Art. L. 214-160.-I. ― The subscription and acquisition of the share of professional investment capital funds are reserved for investors referred to in Article L. 214-144 and to investors, managers, employees or natural persons acting on behalf of the fund management company and the management company itself.
      "The depositary or person designated for this purpose by the regulation of the professional investment capital fund shall ensure that the subscriber or purchaser is an investor as defined in the preceding paragraph. It also ensures that the subscriber or purchaser actually stated that he was informed of what the fund was under this subparagraph.
      “II. ― The professional investment capital fund may hold receivables, within 10% of its assets.
      "The assets of the professional capital investment fund may also include:
      « 1° Within the limit of 15% mentioned in 1° of II of Article L. 214-28, advances in current account made, for the duration of the investment made, to companies in which the professional investment fund holds an interest. These advances are taken into account for the calculation of the quota provided for in Article L. 214-28 in respect of which they are granted to companies that meet the conditions to be retained in that quota;
      « 2° Representing rights of a financial investment issued on the basis of French or foreign law in an entity whose main purpose is to invest directly or indirectly in companies whose capital securities are not admitted to negotiations on a market of financial instruments referred to in Article L. 214-28 I. These rights are retained in the investment quota of 50% of the funds provided for in the same I as the percentage of direct or indirect investment of the entity's assets in companies eligible for the same quota.
      "A decree in the Council of State sets the rules specific to professional capital investment funds relating to the conditions and limits of the detention of assets.
      "III. ― The regulation of the professional capital investment fund may provide for shares giving rise to different rights over all or part of the assets of the fund or the proceeds of the fund.
      "By derogation from Article L. 214-28, the regulation of the professional capital investment fund may provide that the redemption of the share at the request of the holders may be blocked for a period exceeding ten years.
      "Under conditions established by decree, the regulation of the professional capital investment fund may provide for one or more fixed-term subscription periods including when the management company has made the distribution of a fraction of the assets.
      "Art. L. 214-161.-The joint venture capital funds that are not advertised or demarcated and that exist as of June 30, 1999 shall follow the rules applicable to professional investment capital funds, with the exception of the rules relating to the quality of investors and those applicable to transformations, mergers, divides or liquidations, except for the express agreement of each holder of shares of the fund agreeing to place these events under the professional investment fund.
      "Art. L. 214-162.-A professional investment capital fund can only be placed under the specialized professional funds regime with the express agreement of each shareholder.


      "Subsection 4



      "Pay Savings Fund


      "Art. L. 214-163.-I. ― Except as otherwise provided, sections L. 214-24-24 to L. 214-26-2 apply to IAFs under this subsection.
      “II. ― The joint investment funds and investment companies with variable capital of employee shareholding may include compartments, under conditions specified by decree in the Council of State.


      “Paragraph 1



      "Common Business Investment Funds


      "Art. L. 214-164.-I. ― The settlement of the fund established to manage the amounts invested pursuant to Division III of Book III of Part III of the Labour Code for Salary Savings Plans provides for the establishment of a supervisory board and the cases in which the management corporation is to collect the advice of that board.
      "The Supervisory Board is composed of employees representing the shareholders, themselves carrying shares and, at most, of representatives of the company. When the fund collects the values acquired with amounts from reserves of participation or paid in corporate savings plans established in several companies, the regulation determines, under conditions fixed by decree in the Council of State, the modalities of representation of the enterprises in the board of supervision and designation of their representatives.
      "The regulations specify the terms and conditions for the designation of representatives of shareholders either by election or by choice made by the interested business committees or by representative trade union organizations within the meaning of theArticle L. 2231-1 of the Labour Code.
      "The Chair of the Supervisory Board is selected from the representatives of the shareholders.
      "When applying the penultimate paragraph of section L. 3332-15 of the same code, the settlement of the fund refers to the provisions specified by the regulation of the savings plan.
      "The supervisory board shall exercise the voting rights attached to the values included in the fund and decide on the contribution of the securities. However, the regulations may provide that the voting rights in respect of these securities are exercised by the management corporation, and that the corporation may decide on the contribution of the securities, except for the securities of the company or any enterprise that is related to it under the conditions set out in the Articles L. 3344-1 and L. 3344-2 of the Labour Code.
      "The Supervisory Board is responsible for the review of financial, administrative and accounting management. It may request that the management corporation, the depositary and the auditor of the fund be heard and that the trustee be required to submit to its convocation. He decides on mergers, scissions or liquidations. The settlement of the fund specifies the amendments to the regulations that cannot be decided without the agreement of the supervisory board. Without prejudice to the competences of the management company referred to in Article L. 214-24-35 of this Code and those of the liquidator provided for in Article L. 214-24-45, the supervisory board may take action to defend or assert the rights or interests of the holders.
      "The Supervisory Board shall adopt an annual report made available to each shareholder and whose content is specified by the general regulation of the Autorité des marchés financiers.
      “II. ― The settlement of the fund may provide that the assets of the fund are reinvested in the fund.
      "III. ― The fund can only be dissolved if its dissolution does not result in the loss of benefits granted to employees under the conditions provided for in Articles L. 3323-4, L. 3324-10, L. 3325-1 to L. 3325-4, L. 3332-14, L. 3332-25 and L. 3332-26 of the Labour Code.
      "IV. ― This section is also applicable to funds whose assets include not more than one third of the securities issued by the undertaking or by any business that is related to it under the conditions provided for in the Articles L. 3344-1 and L. 3344-2 of the Labour Code.
      "V. ― The settlement of the fund specifies, where applicable, the social, environmental or ethical considerations that must be respected by the management company in the purchase or sale of the securities and in the exercise of their rights. The annual report of the fund reports on their application under conditions defined by the general regulation of the Autorité des marchés financiers.
      "When the company is governed by the provisions of the Act No. 47-1775 of 10 September 1947 having the status of cooperation, the joint investment fund may invest in the capital securities it issues, under conditions fixed by decree in the Council of State and without prejudice to the specific provisions that govern, if any, the subscription of these securities by employees.
      "This section is also applicable to solidarity funds that can be subscribed to under a salary savings plan referred to in Book III of Part III of the Labour Code. The assets of these solidarity funds are composed of:
      “(a) For a share of between 5 and 10%, securities issued by registered solidarity companies pursuant to Article L. 3332-17-1 of the same code or by venture capital companies referred to in Article 1 I of the Act No. 85-695 of 11 July 1985 having various economic and financial provisions or joint venture funds referred to in Article L. 214-28 of this Code, provided that the assets of these funds are made up of at least 40% of securities issued by joint ventures mentioned inArticle L. 3332-17-1 of the Labour Code ;
      “(b) For the surplus of financial securities admitted to negotiations on a regulated market, shares of CSA or IAF under subsections 1.2 and 6 of subsection 2, sub-paragraph 1 of subsection 1 or subsection 2 of subsection 3 of this section, invested in the same securities and, as an incidental, liquidity.
      "The assets of the solidarity funds may, under the conditions set out in article L. 214-24-57 of this code, be invested in shares or shares of a single UCITS or FIA mentioned in the b above respecting the composition of the solidarity funds.
      "Funds that may be subscribed under a collective retirement savings plan may not hold more than 5% of non-committed securities to negotiations on a regulated market, without prejudice to the provisions of the a above, or more than 5% of corporate securities that have put in place the plan or undertakings that are related to it under the conditions provided for in the Articles L. 3344-1 and L. 3344-2 of the Labour Code. This limitation does not apply to shares and shares of OPCVM or FIA referred to in the above b held by the fund.
      "Art. L. 214-165.-I. ― The joint investment funds are subject to this section, of which more than one third of the asset is made up of securities issued by the company or by any enterprise that is related to it under the conditions set out in theArticle L. 3344-1 of the Labour Code.
      “II. ― The Fund's settlement specifies the composition and terms and conditions for the designation of its Supervisory Board, which may be made by election on the basis of the number of shares held by each shareholder, or under the conditions set out in the second paragraph of Article L. 214-164.
      "When the members of the supervisory board are exclusively representatives of the shareholders, elected on the basis of the number of shares held and themselves employees of the company and holders of shares of the fund, the board shall exercise the voting rights attached to the securities issued by the company or by any other corporation connected to it. He reports on his votes, motivated, to the shareholders.
      "When the composition and designation of the board is governed by the second paragraph of Article L. 214-164, the regulation of the fund provides that the supervisory board shall exercise the voting rights attached to the securities issued by the undertaking or by any other corporation that is related to it and that it shall report its votes in a reasoned manner to the holders of shares. However, the regulations may provide that the voting rights relating to these securities are exercised individually by the holders of shares and, for the fractions of broken shares, by the supervisory board. The board then makes available the economic and financial information it holds on the company, covering the last three fiscal years.
      "In companies that have a business committee, the information provided to the supervisory board, pursuant to sections L. 2323-7 to L. 2323-11, L. 2323-46, L. 2323-51, L. 2323-55 and L. 2325-35 to L. 2325-42 of the Labour Code, as well as, where applicable, a copy of the report of the designated auditor-comptable
      "In companies that have not established a business committee, the supervisory board may be assisted by an accountant under the conditions specified in the Articles L. 2325-35 to L. 2325-42 of the Labour Code or summon the auditors of the company to receive their explanations on the company's accounts. It may also invite the business leader to explain events that have had a significant impact on the valuation of securities.
      "The Supervisory Board decides to bring securities to purchase or exchange offers. The settlement of the fund specifies the cases in which the board must obtain the prior notice of the holders.
      "The Supervisory Board is responsible for reviewing the financial, administrative and accounting management of the fund. It may request that the management corporation, the depositary and the auditor of the fund be heard, which are required to refer to its convocation. He decides on mergers, scissions or liquidations. The settlement of the fund specifies the amendments to the regulations that cannot be decided without the agreement of the supervisory board. Without prejudice to the competences of the management company referred to in Article L. 214-24-35 of this Code and those of the liquidator provided for in Article L. 214-24-45, the supervisory board may take action to defend or assert the rights or interests of the holders.
      "The Supervisory Board shall adopt an annual report made available to each shareholder and whose content is specified by the general regulation of the Autorité des marchés financiers. It ensures the regular dissemination by the company of information to shareholders.
      "III. ― Shareholders may opt for a cash buyback of the shares of the fund.
      "The settlement of the fund provides that the dividends and coupons attached to the securities included in the assets of the fund shall be distributed to the shareholders, at their express request, in accordance with the terms and conditions that it determines. It provides, where applicable, different categories of shares.
      "In a company whose shares are admitted to the negotiations on a regulated market, a fund that collects most of its shares held by employees or former employees must be managed by an independent intermediary.
      "The supervisory board of this fund or a group of employees or former employees with rights over at least 1% of its assets may appeal to the court for the recusal of the management company on the grounds of the lack of independence from the company whose shares are admitted to negotiations on a regulated market or the leaders of that society. The recusal effect of a judicial action opens the right to damages for the benefit of the condominium.
      "Unless than 20% of the voting rights, fractions of those rights resulting from broken rights may be exercised by the management company.
      "IV. ― When the business is governed by the Act No. 47-1775 of 10 September 1947 having the status of cooperation, the joint investment fund may invest in the capital securities it issues, under conditions fixed by decree in the Council of State and without prejudice to the specific provisions that govern, if any, the subscription of these securities by employees.
      "When the securities issued by the company or by any company that is related to it under the conditions set out in the Articles L. 3344-1 and L. 3344-2 of the Labour Code shall not be admitted to negotiations on a market referred to in Articles L. 421-1, L. 422-1 or L. 423-1 of this Code, the joint investment fund may be part of a shareholder pact to promote the transmission of the enterprise, the stability of the shareholding fund or the liquidity of the fund.


      “Paragraph 2



      " Variable capital investment companies
      employee share ownership


      "Art. L. 214-166.-A SICAV may be the purpose of managing a portfolio of financial securities issued by the company or by any company that is related to it under the conditions provided for in Articles L. 3344-1 and L. 3344-2 of the Labour Code. The fourth and fifth paragraphs of Article L. 214-165 of this Code apply to its board of directors.
      "The statutes provide that the dividends and coupons attached to the securities included in the corporation's assets are distributed to shareholders, at their express request, in accordance with the terms and conditions they determine. They provide, where applicable, different categories of shares.
      "The modalities for the management of the assets of society are specified by decree in the Council of State.


      "Subsection 5



      “Title Organizations



      “Paragraph 1



      “Common provisions for titrization bodies


      "Art. L. 214-167.-I. ― This section does not apply to securitization bodies, except for I and II of section L. 214-24.
      “II. ― By derogation from I, the securitization bodies that meet the characteristics defined by decree are subject to this section, with the exception of subsections 2 to 4.
      "Art. L. 214-168.-The purpose of the titration organisms is to:
      "to be exposed to risks, including insurance risks, by the acquisition of receivables or the conclusion of contracts constituting long-term financial instruments or transferring insurance risks;
      "to ensure, on the other hand, in full the financing or coverage of these risks by the issuance of shares, shares or debt securities, by the conclusion of contracts constituting financial instruments for the term or transferring insurance risks, or by the use of borrowing or other forms of resources.
      "They take the form of either common securitisation funds or titrisation companies.
      "Art. L. 214-169.-I. ― The securitization organism may contain compartments if the corporation's statutes or the fund regulations provide for it. Each compartment gives rise to the issuance of shares or shares and, where applicable, debt securities. By derogation fromArticle 2285 of the Civil Code and unless otherwise stipulated in the organization's constituent documents, the assets of a specified compartment only meet debts, commitments and obligations and only benefit from the rights and assets that relate to that compartment.
      “II. ― The conditions under which the organization or, where applicable, the organization's compartments may borrow and enter into contracts that constitute financial instruments for term are fixed by decree in the Council of State. This decree also sets out the rules that respect the composition of the organism's assets.
      "For the realization of its object, a securitization agency may hold, as an accessory, capital securities received by conversion, exchange or refund of debt securities or securities giving access to capital.
      "The shares or shares and debt securities issued by the organization may give rise to different rights on capital and interest. The regulations or statutes of the agency and any contract entered into on behalf of the agency may state that the rights of certain creditors are subject to the rights of other creditors of the agency. The rules for the allocation of the amounts received by the organization are binding on shareholders, shareholders, debt holders and creditors who have accepted them. They are applicable even in the event of the organization's liquidation.
      "The assets of the securitization organization may be subject to civil enforcement measures only in accordance with the rules of assignment defined by the regulations or statutes of the organization.
      "The shares or shares may not, by their holders, take place at the request of redemption by the agency.
      "III. ― For the realization of its object, a securitization agency may, under conditions defined by decree in the Council of State, grant the guarantees referred to in article L. 211-38, and, under the conditions defined by its regulation or its statutes, receive any type of guarantee or security.
      "The realization or constitution of guarantees or security rights granted to the benefit of the organization shall result in the organization's ability to acquire the possession or ownership of the assets subject to it.
      "IV. ― Under the conditions defined by its regulations or statutes and subject to the application of section L. 214-177 and section I. L. 214-183, the organization or, where applicable, its compartments may assign the receivables they acquire and the assets they hold and terminate or liquidate the contracts constituting financial instruments in the future.
      "The acquisition or assignment of receivables shall be carried out by the only handover of a banknote whose claims and support are fixed by decree, or by any other method of acquiring or assigning French or foreign law. It takes effect between the parties and becomes opposable to third parties on the date on the slip when it is delivered, regardless of the date of birth, due date or due date or due date of claims, without any other formality, and whatever the law applicable to claims and the law of the country of residence of debtors. Notwithstanding the possible opening of a procedure referred to in Book VI of the Commercial Code or equivalent procedure on the basis of a foreign right against the assignor after the assignment, this assignment shall retain its effect after the opening judgment. The handover of the voucher shall, in full right, entail the transfer of security rights, guarantees and accessories attached to each debt, including mortgage security rights, and the third party's enforceability without any other formality.
      "By derogation from the preceding paragraph, the assignment of receivables in the form of financial instruments shall be carried out in accordance with the rules applicable to the transfer of these instruments. Where applicable, the organization may directly subscribe to the issuance of these instruments.
      "When the debt transferred to the agency is the result of a lease or lease contract, the opening of a procedure referred to in Book VI of the Commercial Code or equivalent procedure on the basis of a foreign law against the lessor or the lessor may not challenge the continuation of the contract.
      "The disposal agreement may provide, for the benefit of the assignor, a receivable on all or part of the potential liquidation bonus of the organization or, where applicable, a compartment of the organization.
      "Art. 214-170.-Where the shares, shares or debt securities issued by the securitization agency are offered to the public, a document containing an assessment of the characteristics of the shares and, if any, of the debt securities that the corporation is called to issue, of the debts it proposes to acquire and of the contracts constituting financial instruments in the term or transferring risks of insurance that it proposes to conclude This document is annexed to the one referred to in the first paragraph I of Article L. 412-1 and communicated to the subscribers of shares and, where applicable, of receivables.
      "The shares, shares and debt securities that the organization is called to issue cannot be demarcated except from qualified investors referred to in Part II of Article L. 411-2.
      "Art. L. 214-171.-The securitisation bodies shall communicate to the Bank of France the information necessary for the development of monetary statistics, in conditions specified by decree in the Council of State.
      "Art. L. 214-172.-When receivables are transferred to the organization, their recovery continues to be provided by the assignor or the entity that was in charge of it prior to their transfer, under conditions defined by an agreement with the organization's management company.
      "However, all or part of the recovery may be entrusted to another entity designated for this purpose, provided that the debtor is informed by a single letter.
      "The provisions of this Article shall not apply to receivables in the form of financial instruments.
      "Art. L. 214-173.-The organization's management company and any entity responsible for the payment of amounts due or directly or indirectly to the organization may agree that these amounts will be credited to an account specially allocated for the benefit of the organization or, where applicable, the compartment, on which creditors of the entity charged with the encumberment cannot continue the payment of their receivables, even in the case of open proceedings The procedure for the operation of this account shall be determined by decree.
      "No termination of the agreement governing the account referred to in the preceding paragraph or any closure of that account may result from the commencement of a procedure referred to in Book VI of the Commercial Code or equivalent procedure on the basis of a foreign law against the assignor or, if any, from the entity charged with the recovery or encumbering of the amounts owing or directly or indirectly benefiting from the organization.
      "Art. L. 214-174.-A decree sets out the nature and characteristics of the receivables that may be acquired by the securitization bodies.
      "Art. L. 214-175.-I. ― The organization's regulations or statutes provide for the duration of accounting exercises, which may not exceed twelve months. However, the first exercise may extend over a longer period, without exceeding eighteen months.
      “II. ― Each compartment of the organization is subject to separate accounting within the organization's accounting.
      "In a period of six weeks from the end of each semester of the fiscal year, the management company shall prepare, for each of the organizations it manages, the inventory of the assets under the control of the depositary.
      "III. ― Book VI of the Commercial Code is not applicable to securitization organizations.
      "The securitization agency or, where applicable, a compartment of the organization shall not be held from its debts, including to the holders of debt securities, except to the extent of its assets and to the rank of its creditors defined by law or as it results, pursuant to the third paragraph of Article L. 214-169, of the statutes or regulations of the organization or of contracts concluded by it.
      "The securitization company or the management company of the common securitization fund shall establish annual accounts including a balance sheet, a result account and an annex in accordance with the accounting requirements set out by regulation of the Authority of Accounting Standards.


      “Subparagraph 1
      “Special provisions for titrization companies


      "Art. L. 214-176.-The securitization company is a securitization agency formed in the form of anonymized company or a simplified stock company.
      "The company shall include on all acts and documents intended for third parties its status as a securitization company.
      "Art. L. 214-177.-Management of the securitization corporation is carried out by a management company under section L. 532-9. This company is designated in the status of the securitization corporation.
      "When the statutes of the securitization corporation provide for the use of financial instruments for the purpose of exposing the corporation, or the assignment of receivables not expired or dropped from their term, the management company referred to in the first paragraph shall submit to the approval of the Autorité des marchés financiers a specific activity program under conditions provided by the general regulation of that authority. However, this approval is not required for certain assignments of receivables not expired or dropped from their term, since these cases are derogatory by decree in the Council of State.
      "Art. L. 214-178.-The cash and receivables of the securitization corporation are retained by a single depositary separate from that corporation. This depositary is a credit institution established in a State Party to the agreement on the European Economic Area or a credit institution established in a State on a list fixed by order of the Minister responsible for the economy or any other establishment authorized by that Minister. It is designated in the status of the securitization company. It ensures the regularity of the decisions of the management company with respect to this securitization company in accordance with the terms and conditions set out in the general regulation of the Autorité des marchés financiers. However, the retention of claims may be ensured, under their responsibility, by the assignor or entity responsible for the recovery of claims under conditions established by decree.
      "Art. L. 214-179.-I. ― When the securitization corporation is constituted as an anonymous corporation, by derogation from Book II and III of the Commercial Code:
      « 1° The ordinary general assembly may be held without any quorum required; the same is true, on the second convocation, of the extraordinary general assembly;
      « 2° A single natural person may simultaneously serve five terms as Director General, Director General, or Single Director General of the Securing Company. The terms of reference of Director General, Director General, Director General or Single Director General within a securitization corporation are not taken into account for the cumulative rules referred to in Book II of the Commercial Code;
      « 3° The terms of a permanent representative of a corporation to the board of directors or supervision of a securitization corporation are not taken into account for the application of provisions of articles L. 225-21, L. 225-77 and L. 225-94-1 of the Commercial Code ;
      « 4° The board of directors or the board of directors shall designate the auditor of the securitization corporation. The designation of an alternate auditor is not required. The auditor reports to the executives of the securitization company and to the Autorité des marchés financiers the irregularities and inaccuracies that he reports in the performance of his mission;
      « 5° The Extraordinary General Assembly, which decides on the transformation, merger or splitting, empowers the board of directors or the board of directors to assess the assets and determine the parity of the exchange at a time fixed by the board. These transactions are carried out under the control of the External Auditor without the need to appoint a Merger Commissioner. The General Assembly is exempt from approving the accounts if they are certified by the External Auditor;
      « 6° The minimum amount of social capital is equal to that fixed by theArticle L. 224-2 of the Commercial Code.
      “II. ― Book VI and articles L. 224-1 and L. 225-4 to L. 225-7, third and fourth paragraphsarticle L. 225-8 and Articles L. 225-9, L. 225-10, L. 225-13, L. 225-25, L. 225-26, L. 225-258 to L. 225-270 and L. 228-39 the trade code is not applicable to the titrization companies.


      “Subparagraph 2
      “Special provisions
      joint securitization funds


      "Art. L. 214-180.-The joint securitization fund is a securitization agency formed in the form of co-ownership.
      "The fund has no moral personality. Do not apply to joint securitization funds the provisions of Civil code relating to indivision or to articles 1871 to 1873 of the same code relating to participating companies.
      "The minimum amount of a share issued by a common securitization fund is defined by decree.
      "For all transactions made on behalf of the co-owners, the designation of the fund or, where applicable, a compartment of the fund may be validly substituted for that of the co-owners.
      "Art. L. 214-181.-The joint securitization fund is constituted on the joint initiative of a corporation responsible for its management and a legal entity depositing the cash and receivables of the fund.
      "When the shares or debt securities issued by the fund are allowed to negotiate on a regulated market or offered to the public, the management corporation and the depositary corporate entity of the cash and receivables shall establish the document referred to in the first paragraph of Article L. 412-1.
      "Art. L. 214-182.-The conditions under which the fund may issue new shares after the initial issuance of the shares are defined by its regulation.
      "The fund may issue negotiable debt securities and debt obligations or securities issued on the basis of a foreign law.
      "The conditions under which the fund issues debt securities are defined by its regulations.
      "Art. L. 214-183.-I. ― The management company referred to in section L. 214-181 is a portfolio management corporation under section L. 532-9. This corporation is designated in the Fund Regulations. It represents the fund for third parties and any legal action.
      "When the statutes of the securitization fund provide for the use of financial instruments for the purpose of exposing the fund, or the assignment of receivables not expired or dropped from their term, the management company referred to in the first paragraph shall submit to the approval of the Autorité des marchés financiers a specific activity program under conditions provided by the general regulation of that authority. However, this approval is not required for certain assignments of receivables not expired or dropped from their term, since these cases are derogatory by decree in the Council of State.
      “II. ― The depositary legal entity of the cash and receivables of the fund referred to in Article L. 214-181 is a credit institution established in a State party to the agreement on the European Economic Area or a credit institution established in a State on a list defined by order of the Minister responsible for the economy, or any other establishment authorized by that Minister. It is the depositary of the cash and receivables acquired by the fund and ensures the regularity of the decisions of the management company with respect to this fund in accordance with the terms and conditions set out in the general regulation of the Autorité des marchés financiers.
      "The retention of receivables may, however, be ensured, under their responsibility, by the assignor or entity responsible for the recovery of receivables under conditions established by decree.
      "Art. L. 214-184.-The shareholders shall be liable to debts of the fund and, where applicable, to the compartment, only to the emission value of those shares.
      "Art. L. 214-185.-The board of directors, manager or directorate of the management corporation shall designate the auditor of the fund.
      "The auditor reports to the directors of the management company as well as to the Autorité des marchés financiers the irregularities and inaccuracies that he reports in carrying out his mission.
      "The holders of shares of the fund shall exercise the rights recognized to shareholders by the Articles L. 225-231 and L. 823-6 of the Commercial Code.
      "Art. L. 214-186.-The management company shall proceed with the liquidation of the fund or its compartments under the conditions provided for by the settlement of the fund.


      “Paragraph 2



      "Special provisions for securitization bodies or securitization compartments with insurance risks
      "Art. L. 214-187.-This subsection applies to securitization organizations or compartments of securitization organizations that bear insurance risks by the conclusion of one or more contracts transferring these risks with an insurance or reinsurance agency or a securitization agency under this subsection or a foreign securitization vehicle referred to in theArticle L. 310-1-2 of the Insurance Code.
      "Art. L. 214-188.-An order sets out the conditions under which an organization or, if any, a compartment under this paragraph concludes contracts that transfer insurance risks referred to in Article L. 214-187 and the nature of the insurance risks to which these contracts are carried.
      "Organisms or compartments under this paragraph may assign or terminate contracts that transfer insurance risks referred to in Article L. 214-187 under conditions and limits defined by decree.
      "The reimbursement of shares, shares or debt securities issued by an organization under this paragraph and its obligations under the other financing mechanisms to which it relies are subject to its commitments under contracts transferring insurance risks referred to in Article L. 214-187.
      "Art. L. 214-189.-The creation of a securitization body or a securitization body compartment under this paragraph or the transformation of an existing body or compartment into a securitization body under this paragraph shall be subject to the approval of the prudential control authority.
      "In order to issue the accreditation, the prudential control authority shall verify that:
      « 1° The statutes or regulations of the body conform to the provisions of this subsection;
      « 2° The persons responsible for the management of the organization have the appropriate professional honesty and qualifications;
      « 3° The organization has sound administrative and accounting procedures and appropriate internal control and risk management mechanisms.
      "The Autorité de contrôle prudentiel may, by reason of decision, withdraw its approval at the request of the agency or if it no longer meets the conditions to which its approval was subordinate.
      "The terms and conditions of application of this article are specified by decree in the Council of State.
      "Art. L. 214-190.-For the performance of its missions and within the limits of those missions, including those entrusted to it by section L. 214-189, the prudential control authority may conduct investigations on exhibits and on-site in respect of a management company of a securitization agency under this subsection.
      "It may request communication by the management company of the securitization agency of all the information and parts referred to in the first and second paragraphs of Article L. 612-24.
      "It may also appeal to the auditors of this management company under the conditions set out in Article L. 612-44.


      “Section 3



      “Other collective investments


      "Art. L. 214-191.-I. ― Collective investments not falling within sections 1 and 2 of this chapter are referred to as "Other collective investments". These include:
      « 1° A SICAV incorporated as a simplified shares corporation established by a single person and whose statutes expressly prohibit the plurality of partners;
      « 2° From a fixed capital real estate preponderance corporation incorporated as a simplified shares corporation established by a single person and whose statutes expressly prohibit the plurality of partners.
      “II. - Sub-section 1, except paragraph 1, paragraphs 1 and 6 of section 2, subsection 2, or, where " Other collective investment” is open to professional investors, sub-paragraph 1 of paragraph 1 and sub-paragraph 1 of sub-section 3, paragraph 2 of section 2 apply to SICAVs under 1° of this article.
      "III. – Subsection 1, except paragraph 1, subsection 3 of subsection 2 of section 2 or, where " Other collective investment” is open to professional investors, sub-paragraph 2 of subsection 1 of subsection 3 of section 2 apply to investment companies with variable capital preponderance under 2° of this article. »

    • Section 2: Amendments to Other Books Article 7 Learn more about this article...


      Article L. 532-9 of the same code is amended as follows:
      1° The first paragraph is replaced by the following:
      "I. ― Portfolio management companies are the investment companies that provide, as a principal, the investment service referred to in section L. 321-1, or that manage one or more:
      "1° OPCVM;
      « 2° FIA ;
      "3° OPCVM of foreign law approved in accordance with Directive 2009/65/EC of the European Parliament and the Council of 13 July 2009;
      « 4° IAF of foreign law under Directive 2011/61/EU of the European Parliament and Council of 8 June 2011;
      "5° "Other collective investments".
      "However, one or more "Other Group Investments" and one of the collective investments or investment funds mentioned at 1° to 4° a FIA portfolio management company:
      « 1° Relevant from Article L. 214-24, excluding those mentioned in its last paragraph and excluding IAFs under Article L. 214-167, and those mentioned in the second paragraph of Article III;
      « 2° And bearing the 1st of the III of Article L. 214-24. » ;
      2° In the second paragraph, before the words: "Browth Management Corporations", the words "II. ―" are inserted;
      3° In the eleventh preambular paragraph, after the words: "submission of the request", is added the word "complete";
      4° It is added a III, a IV and a V as follows:
      "III. ― By derogation from II, are not subject to approval or to the legislative and regulatory provisions governing portfolio management companies that manage exclusively one or more IAFs referred to in section L. 214-24, the sole investors of which are the manager himself or the subsidiaries of that manager, or the companies whose manager is the subsidiary, or other affiliates of these companies, provided that none of these investors is themselves an IAF.
      "However, it is subject to approval and to the legislative and regulatory provisions that govern portfolio management companies those of the managers mentioned in the previous paragraph that manage one or more IAFs listed in Article L. 214-24 II. These managers and their IAFs are not subject to the provisions of paragraphs 1, 3, 4 and 5 of sub-section 1 of chapter IV, section 2, of Book II title I.
      "IV. - Legal persons who manage, directly or indirectly, IAFs referred to in Article L. 214-24 whose assets are less than the thresholds set by decree in the Council of State shall obtain the approval referred to in Article II, except in the case provided for in Article L. 214-24, 3°.
      "When they no longer meet the conditions referred to in the first paragraph, these legal entities shall notify the Autorité des marchés financiers under the conditions established by the general regulation of the Autorité des marchés financiers.
      "V. ― By derogation from II, the following entities are not subject to approval and the legislative and regulatory provisions governing portfolio management companies:
      « 1° International institutions such as the European Central Bank, the European Investment Bank, the European Investment Fund, the European development finance institutions and bilateral development banks, the World Bank, the International Monetary Fund and other international institutions and similar international organizations when they manage FIAs and to the extent that these FIAs act in the public interest;
      « 2° National central banks;
      « 3° National, regional and local authorities and other agencies or institutions that manage funds for social security and pension schemes;
      « 4° Professional pension institutions that fall under Directive 2003/41/EC of 3 June 2003 on the activities and supervision of professional pension institutions, including, where appropriate, authorized entities that are responsible for the management of these institutions and who act on their behalf, referred to in Article 2, paragraph 1, of this directive, or investment managers designated in accordance with Article 19, paragraph 1, of this directive to the extent that they do not manage FIA;
      « 5° Workers' participation systems or worker savings plans;
      « 6° The ad hoc securitization structures, the sole purpose of which is to carry out one or more securitization operations that meet the criteria of Article 2 of Regulation (EC) No 24/2009 of the European Central Bank of 19 December 2008 relating to the statistics on the assets and liabilities of the screen companies carrying out securitisation operations and other activities appropriate to that end, other than the managers of the mentioned Article 1 organizations;
      « 7° Holding companies.
      "For the purposes of this section, a holding company is a corporation holding shares in one or more other companies, the commercial objective of which is to implement one or more corporate strategies through its subsidiaries, associated companies or its participations to contribute to the creation of long-term value and which is a corporation:
      “(a) Working on its own behalf and whose shares are allowed to negotiate on a regulated market in the European Union; or
      “(b) Not being created for the main purpose of producing compensation for its investors by the assignment of its subsidiaries or associated companies, as reflected in its annual report or other official documents. »

      Article 8 Learn more about this article...


      After the first paragraph of Article L. 532-9-1 of the same code, it is inserted a paragraph as follows:
      "The Autorité des marchés financiers decides on the application for authorization within a time limit set by decree. »

      Article 9 Learn more about this article...


      At 4 and 5 of Article L. 532-16 of the same code, after the words: "and the Council of 13 July 2009" are inserted the words: "or FIA under Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011".

      Article 10 Learn more about this article...


      After article L. 532-21-2 of the same code, an article L. 532-21-3 is inserted as follows:
      "Art. L. 532-21-3. - I. ― The provisions of the first paragraph of Article L. 532-18 and the first paragraph of Article L. 532-18-1 and the provisions of Chapter IV, section 2, of Title I, of Book II shall apply to management societies established in another Member State of the European Union that manage one or more IAFs of French law.
      “II. ― The Autorité des marchés financiers monitors compliance by the management companies referred to in I with the provisions of Article L. 533-11 and Article 3 L. 533-10 when these management companies manage an IAF or market the shares or shares in the free establishment.
      "III. ― The Autorité des marchés financiers may require a management company referred to in I, which manages an IAF or markets its shares or shares, to provide the information necessary to monitor compliance by the management company with the rules falling within the jurisdiction of that authority.
      "When the Autorité des marchés financiers finds that a management company referred to in I, which manages an IAF or markets its shares or shares, does not comply with any of the rules under its jurisdiction, it requires that the corporation terminate the offence and inform the competent authorities of its Member State of origin.
      "When the management company refuses to provide the information referred to in the first paragraph or does not take the necessary steps to end the offence referred to in the second paragraph, the Autorité des marchés financiers informs the competent authorities of the member State of origin of the management company.
      "If, despite the measures taken by the competent authorities of the Member State of origin of the management society or when these measures prove inadequate or are not feasible in the Member State concerned, the management society continues to refuse to provide the information requested by the Autorité des marchés financiers pursuant to the first paragraph or persists to violate the rules mentioned in the second paragraph, this authority may, after informing the competent authorities of the State
      "When the activity of the management company in these territories is to manage IAFs, the Autorité des marchés financiers may require that it terminate the management of these IAFs.
      "If the Autorité des marchés financiers has clear and demonstrable reasons to consider that the management company violates obligations that do not fall within its jurisdiction, it shall notify the authorities of the Member State of origin of the management society.
      "If, in spite of the measures taken by the competent authority of the State of origin or because of the inadequacy of these measures or in the absence of action within a reasonable time of its part, the management company continues to act in a manner clearly detrimental to the interests of the holders or shareholders of the FIA concerned, of the financial stability, or of the integrity of the French market, the Autorité des marchés financiers, after having informed the competent authority »

      Article 11 Learn more about this article...


      In section L. 532-22 of the same code, the reference: "L. 532-21-2" is replaced by the reference: "L. 532-21-3".

      Article 12 Learn more about this article...


      After the article L. 532-25 of the same code, an article L. 532-25-1 is inserted as follows:
      "Art. L. 532-25-1. - I. ― Any portfolio management company with its head office in the territory of Metropolitan France, overseas departments, Saint-Martin and the Department of Mayotte and authorized to manage an FIA under the Directive 2011/61/UE of the European Parliament and the Council of 8 June 2011, in free service delivery or in free establishment in another Member State of the European Union, notifies its project to the Financial Market Authority.
      “II. ― Where the Autorité des marchés financiers is informed by the competent authorities of the host State that a portfolio management company referred to in I refuses to provide them with information relevant to their responsibility or has not taken the necessary steps to put an end to breaches committed in the territory of the host State, the Autorité des marchés financiers:
      “(a) Takes all appropriate measures to ensure that the portfolio management company provides the information requested by the competent authorities of its host Member State or ends the breaches committed. The Autorité des marchés financiers informs the competent authorities of the host Member State of the measures taken;
      “(b) Requests the necessary information to the competent supervisory authorities of third countries. »
      "When the Autorité des marchés financiers is informed by the authorities of the host Member State of the portfolio management company that they have clear and demonstrable reasons to consider that this company violates rules not falling within their competence, the Autorité des marchés financiers takes the appropriate measures, including, if necessary, the request for additional information to the supervisory authorities concerned of third countries. »

      Article 13 Learn more about this article...


      In article L. 532-26 of the same code, the reference: "L. 532-25" is replaced by the reference: "L. 532-25-1" and after the words: "the host member state of the manager" are added the words: "as well as those under article L. 532-21-3".

      Article 14 Learn more about this article...


      Chapter II of Title III of Book V of the Legislature of the same Code is supplemented by section 3 as follows:


      “Section 3



      “Specific rules concerning third countries



      "Subsection 1



      “General provisions


      "Art. L. 532-28.-In this section and for the application of the management provisions established in a third country:
      « 1° The manager is the legal person whose usual activity is the management of one or more IAFs;
      « 2° The reference Member State of a manager established in a third country is the Member State whose authorities are competent in matters of accreditation and supervision of the manager under the conditions defined by decree in the Council of State;
      « 3° The host State of the manager is, as the case may be:
      “(a) A Member State, other than the Member State of origin, in which a manager established in the European Union markets the shares or shares of an IAF of third countries;
      “(b) A Member State, other than the reference Member State, in which a manager established in a third country manages IAFs of the European Union or markets the shares or shares of an IAF of the European Union;
      "(c) A Member State, other than the reference Member State, in which a manager established in a third country markets the shares or shares of a third country IAF;
      « 4° The manager in a third country is the manager who is not established in the European Union;
      « 5° A manager's branch is a place of operation that is part of the manager without having a legal personality and provides the services for which the manager was approved. All operating locations in a third country are considered to be a single branch;
      « 6° With respect to managers in a third country, the supervisory authorities are the national authorities of the third country authorized to monitor managers.


      "Subsection 2



      “Terms applicable to companies
      portfolio management


      "Art. L. 532-29.-A portfolio management company referred to in Article L. 532-9 can manage IAFs from third countries that are not marketed in the European Union provided that:
      « 1° The Portfolio Management Corporation meets all the requirements set out in the legislative and regulatory provisions applicable to IAF portfolio management companies;
      « 2° Appropriate modalities of cooperation exist between the Autorité des marchés financiers and the supervisory authorities of the third country where the FIA is established, in order to ensure an exchange of information allowing the Autorité des marchés financiers to carry out the tasks defined in this section.


      "Subsection 3



      "Agreement of managers in a third country


      "Art. L. 532-30.-A manager established in a third country who wishes to manage FIAs of the European Union or to market in the European Union shares or shares of FIA that he manages obtains, first and foremost, an approval of the Autorité des marchés financiers when its reference Member State is France.
      "The IAF established in a third country, which has not globally delegated its management and wishes to market its shares or shares in the European Union applies the provisions relating to managers.
      "The general regulation of the Autorité des marchés financiers specifies the conditions of application of this section.
      "Art. L. 532-31.-The manager referred to in section L. 532-30 shall adhere to the legislative and regulatory provisions applicable to portfolio management companies with the exception of subsection 2 of section 5 of Chapter III of this title. If one of these provisions is incompatible with the respect of the right of the manager or IAF marketed in the European Union, the manager is not required to comply with this provision if he or she can demonstrate that the following conditions are met:
      « 1° It is impossible to combine respect for this provision and respect for a provision of the law of which the manager or the IAF marketed in the European Union;
      « 2° The law that applies to the manager or IAF marketed in the European Union provides for a provision having the same legal effect and providing the same level of protection to the holders or shareholders of the IAF concerned;
      « 3° The manager respects the provision mentioned in 2°.
      "The provisions of Section 2 of Chapter IV of Title I of Book II are applicable to the managers mentioned in the first paragraph who manage an IAF of French law.
      "Art. L. 532-32.-The manager referred to in Article L. 532-30 has a legal representative in France. The legal representative is the contact point of the manager in the European Union. Any official correspondence between the competent authorities and the manager and between the holders or shareholders established in the European Union of the FIA concerned, in accordance with this section, shall be carried out through this legal representative. It is also the point of contact for the European Financial Markets Authority. It verifies compliance with the existing provisions of the manager's management and marketing activities. It has the necessary means to carry out this audit mission.
      "The general regulation of the Autorité des marchés financiers specifies the conditions of application of this section.
      "Art. L. 532-33.-In cases where more than one member state of reference is possible according to the criteria defined by decree in the Council of State, the manager shall apply to the authorities of all the Member States of reference possible under the conditions fixed by decree in the Council of State.
      "Art. L. 532-34.-I. ― After receiving the application for approval referred to in Article L. 532-30, the Autorité des marchés financiers examines whether the designation by the manager of France as a reference Member State meets the criteria established by decree in the Conseil d'Etat.
      "If the Autorité des marchés financiers considers that this is not the case, it returns the application for approval to its sender by indicating the reasons.
      "If the Autorité des marchés financiers considers that France is the reference Member State but that the criteria for the approval of the manager are not met, it refuses the application for approval by reason of decision.
      "If the Autorité des marchés financiers considers that France is the reference Member State and that the criteria for the approval of the manager are met, it shall notify the approval project for advice to the European Autorité des marchés financiers in the conditions set by decree.
      “II. ― Where the Autorité des marchés financiers proposes to grant the approval against the opinion of the European Financial Markets Authority referred to in I, it shall inform the Authority by reasoning decision.
      "III. ― Where the Autorité des marchés financiers proposes to grant approval against the opinion of the European Financial Markets Authority and the manager intends to market shares or shares of FIA in Member States other than France, the Autorité des marchés financiers informs the competent authorities of these Member States by reasoned decision. Where applicable, the Commission also informs, by reason of decision, the competent authorities of the member states of origin of the IAF managed by the manager.
      "Art. L. 532-35.-When the Autorité des marchés financiers disagrees with the appointment by the manager of a reference Member State other than France, it may refer to the European Autorité des marchés financiers.
      "Art. L. 532-36.-I. ― The approval of the manager is granted by the Autorité des marchés financiers under the conditions referred to in Article L. 532-9 and in those provided for in the general regulation of the Autorité des marchés financiers.
      “II. ― If the competent authorities of a reference Member State other than France do not respect, within a reasonable time, the terms and conditions required for cooperation provided for in the 2nd of Article L. 532-29, the Autorité des marchés financiers may apply to the European Autorité des marchés financiers.
      "When the Autorité des marchés financiers disagrees with the decision on accreditation, taken by the competent authorities of a reference Member State other than France, it may refer to the European Autorité des marchés financiers.
      "Art. L. 532-37.-Where the Autorité des marchés financiers considers that the manager may avail himself of the provisions of Article L. 532-31, it shall promptly notify the European Financial Markets Authority. The Autorité des marchés financiers justifies this evaluation by the following information:
      « 1° A list of the provisions of this section to which the manager cannot comply;
      « 2° The demonstration, based on the technical standards of the European Financial Markets Authority, on the one hand, that the legislation of the third country concerned provides provisions equivalent to the provisions of this section whose respect is impossible, having the same legal effect and providing the same level of protection to the investors of the relevant IAFs, and on the other hand, that the manager complies with these provisions. This demonstration is accompanied by a legal opinion on the incompatible provision of third country legislation, including a description of its legal effect and the nature of the protection it aims to provide investors;
      "Art. L. 532-38.-The Autorité des marchés financiers shall promptly inform the European Financial Markets Authority of the outcome of the initial accreditation procedure, of any change in the approval of the manager and of any withdrawal of approval.
      "When she informs her of the applications she has refused, she provides her with information on the manager who has filed an application for approval and motivates her refusal.
      "When the Autorité des marchés financiers accesses the central register of these data held by the European Financial Markets Authority, it respects their confidential character.
      "Art. L. 532-39.-I. ― The subsequent operations of the manager in the European Union have no impact on the designation of France as a reference Member State.
      However, if the manager changes its marketing strategy within two years of its initial approval and that this new strategy, if it had constituted the initial marketing strategy, would have had the effect of questioning the designation of France as a reference Member State, the manager shall notify the Autorité des marchés financiers of the change before implementing it and shall indicate to it its new reference Member State. The manager justifies his evaluation with the Autorité des marchés financiers and provides him with information on his legal representative, including his name and the place where he is established. The legal representative is established in the new reference Member State.
      “II. ― The Autorité des marchés financiers (AMF) shall make an assessment of the designation of the member state of reference of the manager in accordance with I and shall notify the European Autorité des marchés financiers for opinion.
      "To this end, the Autorité des marchés financiers provides the manager's file as mentioned in I.
      "III. ― After receiving the opinion of the European Financial Markets Authority, in accordance with the provisions of Directive 2001/61/ EU of the European Parliament and of the Council of 8 June 2011, the Autorité des marchés financiers informs the manager, its initial legal representative and the European Financial Markets Authority of its decision.
      "IV. ― When the Autorité des marchés financiers approves the designation made by the manager, it shall inform the competent authorities of the new Member State of reference of this amendment. It shall, without delay, transmit a copy of the manager's approval and monitoring record to the new reference Member State.
      "From the date of transmission of the accreditation and the monitoring record, the competent authorities of the new reference Member State are competent for the approval and supervision of the manager.
      "V. ― The rules applicable in the event of final assessment contrary to the Autorité des marchés financiers and the European Autorité des marchés financiers are fixed by decree in the Conseil d'Etat.
      "Art. L. 532-40.-I. ― When the effective evolution of the manager's operations in the European Union within two years of its approval indicates that the marketing strategy as presented at the time of its approval has not been followed or has made false statements, or if it has failed to its obligations under Article L. 532-39, the Autorité des marchés financiers requests the manager to indicate its new Member State of Reference.
      "In the absence of a response, the Autorité des marchés financiers withdraws its approval.
      “II. ― In the event of a change in its marketing strategy after the period referred to in Article L. 532-39, which may result in a change of reference Member State, the manager may submit to the Autorité des marchés financiers a request to change a reference Member State.
      "III. ― When the Autorité des marchés financiers disagrees with the appointment by the manager of its new Member State of reference pursuant to the provisions of I and II of this article, it may refer to the European Financial Markets Authority.
      "Art. L. 532-41.-Any dispute between the Autorité des marchés financiers and the manager established in a third country whose France is the reference Member State falls within the jurisdiction of the French courts.
      "A dispute between the manager established in a third country whose France is the reference Member State and the holders of shares or shareholders of the European Union of the relevant IAF falls within the jurisdiction of the jurisdictions of a Member State.
      "Art. L. 532-42.-Where a competent authority of a third country does not meet a request for exchange of information referred to in 2° of Article L. 532-29, the Autorité des marchés financiers may apply to the European Financial Markets Authority.
      "Art. L. 532-42-1.-I. ― 1. When a manager established in a third country and whose reference Member State is France intends to manage shares or shares of FIA established in another Member State of the European Union, either directly or by establishing a branch, the Autorité des marchés financiers verifies that the manager is approved to manage this type of FIA;
      “2. When the manager referred to in the first paragraph intends to manage for the first time shares or shares of FIA of the European Union established in another Member State, he shall communicate the following information to the Autorité des marchés financiers:
      “(a) The Member State in which it intends to manage shares or shares of FIA directly or by establishing a branch thereof;
      “(b) An activity program that includes the services it intends to provide by identifying the shares or shares of FIA that it intends to manage;
      “3. When the manager referred to in the first paragraph intends to establish a branch, it provides in addition to the information referred to in 2, the following information:
      “(a) Organization of the branch;
      “(b) The address, in the original member state of the FIA, to which documents can be obtained;
      "(c) The name and contact details of the persons responsible for the management of the branch.
      “II. ― The Autorité des marchés financiers, within one month of the receipt of the full documentation referred to in 2 of I or within two months of the receipt of the documentation referred to in 3 of I, shall forward this documentation to the competent authorities of the host States of the manager. This transmission takes place provided that the manager's management of IAF complies with the legislative and regulatory provisions applicable to portfolio management companies.
      "The Autorité des marchés financiers (AMF) has attached a certificate indicating that it has issued an approval to the manager and promptly notified the Authority of the transmission to the competent authorities of the host Member States.
      "On receipt of notification of transmission, the manager may begin to provide his services in the host Member States.
      "The Autorité des marchés financiers informs the European Autorité of the financial markets that the manager can start managing the shares or shares of the FIA in the host Member States.
      "III. ― In the event of a change in one of the information reported in accordance with 2 of I and, where applicable, on 3 of I, the management company shall notify the Autorité des marchés financiers in writing, at least one month before implementing the change planned or without delay after an unforeseen change.
      "If a proposed change leads to the management of the shares or shares of the IAF by the manager no longer meets the legislative and regulatory provisions applicable to portfolio management companies, the Autorité des marchés financiers shall promptly inform the manager that the change is not required.
      "If an amendment is implemented in violation of the first and second paragraphs or if an unforeseen change has taken place as a result of which the manager or management of the shares or shares of the IAF no longer complies with the legislative and regulatory provisions applicable to portfolio management companies, the Autorité des marchés financiers shall take the necessary measures, including, where appropriate, the ban on the marketing of the IAF.
      "If the amendments may be allowed to the extent that they do not affect the compliance, by the manager or his management of the shares or shares of the IAF, of the legislative and regulatory provisions applicable to portfolio management companies, the Autorité des marchés financiers shall promptly inform the competent authorities of the host Member States of the manager.


      "Subsection 4



      “ Responsibility of competent authorities


      "Art. L. 532-43.-I. ― The provisions of section L. 532-21-3 are applicable to managers in third countries.
      “II. ― The provisions of Article L. 532-25-1 apply to portfolio management companies that manage IAFs in third countries.
      "Art. L. 532-44.-When it is the competent authority of the reference Member State of a registered manager established in a third country and considers that the manager ignores the rules under his jurisdiction, the Autorité des marchés financiers shall notify the Autorité des marchés financiers without delay to the European Autorité des marchés financiers, in a reasoned manner.
      "Art. L. 532-45.-The Autorité des marchés financiers may, at the request of the European Financial Markets Authority:
      « 1° Prohibit the commercialization, in the European Union, of shares or shares of IAF managed by managers in third countries or IAF of third countries managed by managers established in the European Union without the approval required in Article L. 532-30 or without the notification referred to in Articles L. 214-24-1 and L. 214-24-2 or without being authorized to do so by the Member States concerned in accordance with Article 2-24-1
      « 2° Impose restrictions on managers in a third country regarding the management of an IAF in the event of excessive risk concentration on a specific market on a cross-border basis;
      « 3° Impose restrictions on managers established in a third country with respect to the management of an IAF where its activities are likely to constitute an important source of counterparty risk for a credit institution or another systemic institution.
      "Art. L. 532-46.-In its capacity as the original authority of a portfolio management company, the Autorité des marchés financiers shall transmit a copy of the relevant cooperation arrangements it has entered into in accordance with Articles L. 214-24-1 and L. 532-36 to the Member States of the relevant portfolio management company.
      "The Autorité des marchés financiers transmits the information it has received from the supervisory authorities of third countries in accordance with the terms and conditions of cooperation with these supervisory authorities concerning the portfolio management company or, where appropriate, in accordance with Article L. 532-25-1 or Article L. 532-21-3, to the competent authorities of the host member State of the relevant portfolio management company.
      "When it is the host authority of a manager and considers that the content of the terms and conditions of cooperation entered into by the member State of origin of the manager concerned in accordance with articles L. 214-24-1 and L. 532-36 is not consistent with the requirements of the applicable technical regulation standards, the Autorité des marchés financiers may refer to the European Financial Markets Authority. »

      Article 15 Learn more about this article...


      Section L. 533-10-1 of the same code is amended as follows:
      1° The second paragraph is thus supplemented: "In particular, portfolio management companies do not rely exclusively or mechanically on credit ratings issued by credit rating agencies within the meaning of paragraph 1 (b) of Article 3 of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies to assess the credit quality of the portfolio assets. » ;
      2° After the third preambular paragraph, a sub-item reads as follows:
      "The portfolio management companies set reasonable limits to the leverage effect for each IAF that they manage and respect at any time these limits. »

      Article 16 Learn more about this article...


      Article L. 533-22 of the same code is amended as follows:
      1° After the words: "the securities collective investment organizations" are inserted the words: "and IAFs falling within paragraphs 1, 2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 3, or subsection 4 of section 2 of chapter IV of title I of Book II of this Code";
      2° After the words: "These securities collective investment organizations" are inserted the words: "and IAF falling within paragraphs 1, 2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 3, or sub-section 4 of section 2 of chapter IV of title I of Book II of this Code";
      3° After the words: "Community Securities Investment Organizations" are inserted the words: "and IAFs falling within paragraphs 1, 2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 3, or sub-section 4 of section 2 of chapter IV of title I of Book II of this Code".

      Article 17 Learn more about this article...


      Section L. 533-22-1 of the same code is amended as follows:
      1° In the first paragraph, after the words: "Community Securities Investment Organizations", the words "or IAFs falling within paragraphs 1, 2 and 6 of subsection 2, paragraph 2 or sub-paragraph 1 of subsection 3, paragraph 1, or subsection 4 of section 2 of chapter IV of title I of Book II of this Code" are inserted;
      2° In the second paragraph, after the words "of the securities collective investment organization" are inserted, the words "or of the IAF falling under subsection 2, paragraphs 1, 2 and 6, paragraph 2 or subsection 1 of subsection 3, or subsection 4 of chapter IV, section 2, of title I, of Book II of this Code" are inserted.

      Article 18 Learn more about this article...


      After Article L. 533-22-1 of the same code, an article L. 533-22-2 is inserted as follows:
      "Art. L. 533-22-2. - I. The IAF portfolio management companies mentioned in 1° and 2° of II of this section determine the following compensation policies and practices, where their professional activities have an impact on the risk profiles of portfolio management companies or IAFs they manage:
      « 1° Managers;
      « 2° Members of the board of directors or the board of directors;
      « 3° The executives of simplified equities and persons exercising a leadership position within the meaning of 4° of II of Article L. 532-9;
      « 4° Risk actuators;
      « 5° People exercising control;
      « 6° Individuals placed under the authority of the portfolio management company who, in view of their overall remuneration, are in the same pay range as persons performing a management function within the meaning of 4° of II of section L. 532-9 and risk-takers.
      "Remuneration policies and practices are consistent with sound and effective risk management, promote and do not encourage risk-taking that is incompatible with IAF risk profiles and elements of their regulations or statutes.
      “II. This section is applicable to IAF portfolio management companies:
      « 1° Relevant from the II of Article L. 214-24, excluding those mentioned in its last paragraph, and excluding IAF falling under Article L. 214-167 and those mentioned in the second paragraph of Article L. 532-9; and
      « 2° Relevant of the 1st of the III of Article L. 214-24.
      "The general regulation of the Autorité des marchés financiers sets the conditions for the policies and practices of remuneration of these portfolio management companies. »

      Article 19 Learn more about this article...


      The title of Chapter III of Title IV of Book V of the legislative part of the same code is replaced by the following title: "The collective investment management companies" and section L. 543-1 of the same code, the words: "The management companies of collective investment organizations" are replaced by the words: "The management companies of collective investments" and the words: "the companies of collective investments"

      Rule 20 Learn more about this article...


      Article L. 573-1 of the same code is amended as follows:
      1° After I, it is inserted an Ibi as follows:
      "I bis. ― Is punishable by three years' imprisonment and 375 000 €' fine the fact, for any natural person, of managing an IAF referred to in II or at 1° and 2° of III of Article L. 214-24 without being authorized under the conditions laid down in Article L. 532-9. » ;
      2° In II, after the words "in I", are added the words "or I bis";
      3° In 4 of II, the words: "The confiscation of the thing that served or was destined to commit the offence or of the thing that is the product of it, with the exception of objects that could be returned" are replaced by the words: "The penalty of confiscation, under the conditions and in the manner prescribed by theArticle 131-21 of the Criminal Code "

      Article 21 Learn more about this article...


      Article L. 621-7 of the same code is amended as follows:
      1° At 2° and 4° of the V, the words "collective placement organizations" are replaced by the words "collective placements referred to in I of Article L. 214-1";
      2° At 3° of the V, the words: "collective placement organizations" are replaced by the words: "collective placements referred to in I of Article L. 214-1".

      Article 22 Learn more about this article...


      Article L. 621-9 of the same code is amended as follows:
      1° At 7° of II, the words "collective investment organizations" are replaced by the words "collective placements referred to in I of Article L. 214-1";
      2° After 7° bis, it is inserted a 7° ter as follows:
      "7° ter. ― Management companies established in another EU Member State or managers established in a third country with a branch or service in France, which manage one or more IAFs within the meaning of Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011; »
      3° At 12°, the words "collective placement organizations" are replaced by the words "collective placements referred to in I of Article L. 214-1";
      4° At 13°, the words "Real Estate Reviewers" are replaced by the words "External Evaluation Experts referred to in Article L. 214-24-15".

      Article 23 Learn more about this article...


      In article L. 621-13 of the same code, after the words: "persons questioned by it" are added the words: "and any assets held by an IAF."

      Article 24 Learn more about this article...


      Before article L. 621-14 of the same code, two articles are inserted as follows:
      "Art. L. 621-13-3. - The Autorité des marchés financiers may require the temporary suspension of the redemption of shares or shares or the issuance of new shares or shares of an IAF when exceptional circumstances require it and if the interest of shareholders, shareholders or the public orders it.
      "Art. L. 621-13-4. - Where a FIA management company is not in a position to guarantee compliance with the provisions of sub-section 1 of chapter IV, section 2, title I, of Book II, of which an FIA or other entity acting on its behalf is responsible, it shall forthwith inform the Autorité des marchés financiers and, if necessary, the competent authorities of the FIA of the European Union concerned. The Autorité des marchés financiers requires the management company to take the necessary steps to remedy the situation.
      "If, despite the measures taken by the competent authorities of the FIA, non-compliance with the requirements persists, and to the extent that it is a management company established in the European Union or an FIA of the European Union, the Autorité des marchés financiers requires the resignation of this company as a management company of this FIA under the conditions established by the general regulation of the Autorité des marchés financiers. In this case, the FIA is no longer marketed in the European Union. If it is a manager in a third country that manages a third country IAF, this IAF is no longer marketed in the European Union. The Autorité des marchés financiers immediately informs the competent authorities of the host Member States of the manager.
      "This section applies to IAF management companies:
      “(a) Relevant from the II of Article L. 214-24, excluding those mentioned in its last paragraph, and excluding IAF from Article L. 214-167 and those mentioned in the second paragraph of Article L. 532-9;
      "(b) Relevant from the 1st of the III of Article L. 214-24. »

      Rule 25 Learn more about this article...


      After article L. 621-17-1 of the same code, an article L. 621-17-1-1 is inserted as follows:
      "Art. L. 621-17-1-1. - Any failure by external experts in the assessment referred to in Article L. 214-24-15 to the laws, regulations and professional obligations concerning them shall be liable to penalties imposed by the sanctions commission in accordance with the terms set out in I, a and b of III, IV and V of Article L. 621-15.
      "The amount of the penalty shall be determined on the basis of the seriousness of the breaches committed and in relation to any benefits or profits derived from such breaches. »

      Rule 26 Learn more about this article...


      Before article L. 621-18-9 of the same code, an article L. 621-18-8 is inserted as follows:
      "Art. L. 621-18-8.-The Autorité des marchés financiers assesses the risks that could arise from the use of leverage by an IAF or its management company. It may, when it deems it necessary, to ensure the stability and integrity of the financial system, after notification to the European Financial Markets Authority, the European Systemic Risk Committee and the competent authorities under which the FIA concerned reports, impose limits on the level of leverage to which it has authorized an FIA or its management company to use or other restrictions to limit the extent to which the use of the lever effect contributes to the increase in the risks of the financial systems
      "The Autorité des marchés financiers informs the European Autorité des marchés financiers, the European Committee on Systemic Risk and the competent authorities of which the FIA reports on the measures taken in accordance with the terms laid down in articles L. 632-1, L. 632-6 and L. 632-8.
      "This section applies to IAF and IAF management companies:
      « 1° Relevant from the II of Article L. 214-24, excluding those mentioned in its last paragraph, and excluding IAF falling under Article L. 214-167 and those mentioned in the second paragraph of Article L. 532-9; and
      « 2° Relevant of the 1st of the III of Article L. 214-24. »

      Rule 27 Learn more about this article...


      After article L. 621-20-2 of the same code, an article L. 621-20-3 is inserted as follows:
      "Art. L. 621-20-3. - The Autorité des marchés financiers may take all necessary measures to ensure the proper functioning of the markets in the event that the activity of one or more IAFs on the market of a financial instrument could jeopardize the functioning of this market.
      "This article is applicable to IAFs:
      « 1° Relevant from the II of Article L. 214-24, excluding those mentioned in its last paragraph, and excluding IAF falling under Article L. 214-167 and those mentioned in the second paragraph of Article L. 532-9; and
      « 2° Relevant of the 1st of the III of Article L. 214-24. »

      Rule 28 Learn more about this article...


      In article L. 621-25 of the same code, after the words: "an investment service provider," the words "an IAF" are inserted.

      Rule 29 Learn more about this article...


      Article L. 632-6 of the same code is amended as follows:
      1° After the words: "Guideline 2009/65 of 13 July 2009," are inserted the words: "to the management societies of FIA within the meaning of Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011,";
      2° In II, after the words: "to the competent authority that has informed it", the words are inserted: "and to the European Financial Markets Authority in the case of an FIA management company."

      Rule 30 Learn more about this article...


      After the article L. 632-6-1 of the same code, an article L. 632-6-2 is inserted as follows:
      "Art. L. 632-6-2. - The Autorité des marchés financiers (AMF) shall communicate to the competent authorities of other Member States the information necessary 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 respond to these consequences.
      "It informs the European Financial Markets Authority and the European Committee of the systemic risk of the elements mentioned in the first paragraph and provides them with aggregate information on the activities of the IAF management companies under its responsibility. »

      Rule 31 Learn more about this article...


      Article L. 632-7 of the same code is supplemented by an IV as follows:
      "IV. ― The Autorité des marchés financiers (AMF) gives its express prior authorization to any transmission by the competent authorities of a third country to the authorities of other third countries of data and analysis of data relating to IAFs and their managers that it has communicated to them. »

      Rule 32 Learn more about this article...


      Article L. 632-8 of the same code is amended as follows:
      1° In the first paragraph, after the words: "European Economic Area", the words are added: "and the European Financial Markets Authority when these requests relate to the implementation of Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011";
      2° After the second preambular paragraph, a sub-item reads as follows:
      "The Autorité des marchés financiers communicates without delay and bilaterally to the competent authorities of the other Member States of the European Union directly concerned information on the risk of significant counterparty that an IAF or its management company under its responsibility is likely to present for a credit institution or other institutions of systemic importance in these other States. » ;
      3° It is added a paragraph to read:
      "When the Autorité des marchés financiers receives, from the competent authorities of another Member State of the European Union or a third country, personal data, these data are retained for a maximum of five years. »

  • Chapter II: Transitional provisions Rule 33 Learn more about this article...


    I. ― Management companies that, as of the date of publication of this Order, carry out activities that are consistent with the provisions that it contains require their approval as a portfolio management corporation defined in theArticle L. 532-9 of the Monetary and Financial Code in its writing by the Order before July 22, 2014.
    II. ― 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 the Council of 4 November 2003, before the date of publication of this Order, for the duration of the prospectus.
    III. ― Managers who manage closed-type IAFs within the meaning of Directive 2011/61/EU of the European Parliament and the Council of June 8, 2011 referred to prior to the date of publication of this Order and do not make additional investments after that date may continue to manage such funds without seeking their approval as a portfolio management company.
    IV. ― Managers who manage closed-type IAFs within the meaning of Directive 2011/61/EU of the European Parliament and the above-mentioned Council of June 8, 2011, whose subscription period ended before the date of publication of this order and which are constituted for a period expiring no later than three years after July 22, 2013, may continue to manage such funds without meeting the provisions of the order, with the exception of the first paragraph-24
    V. ― The date of entry into force of the provisions of sub-section 1 of section 2 of chapter IV of title I of book II of the monetary and financial code and section 3, with the exception of its sub-section 2, chapter II of title III of Book V of the same code, provided for in this order as they relate to the passport issued to the IAF or managers located in a third country, is fixed in accordance with the provisions of this Order
    VI. ― Civil Real Estate Investment Corporations, Forest Savings Corporations, and Common Receiving Corporations under section L. 214-43 in its writing prior to the date of publication of the above-mentioned June 13, 2008 Order, which is available on the day of publication of this Order, apply for their approval as a Portfolio Management Corporation before July 22, 2014.

    Rule 34 Learn more about this article...


    I. ― The mutual funds for intervention in the futures markets under section L. 214-42 in its writing prior to the above-mentioned August 1, 2011 order, existing on the day of the publication of this order, may either be placed under the regime of an open-ended fund to professional investors, provided that they have previously informed each shareholder or shareholder, or, if they become an open-ended investor, an ISP.
    II. ― MOPs benefiting from a relief proceeding under Article L. 214-35 in its earlier drafting Act No. 2003-706 of 1 August 2003 Financial security, existing on the day of the publication of this Order, may either be placed under an open-ended fund to professional investors provided that they have previously informed each shareholder or shareholder, or, in the case of an IAF other than an open-ended fund to professional investors, request their approval before July 22, 2014.
    III. ― The common debt funds under section L. 214-43 in its drafting prior to the date of issuance of the above-mentioned June 13, 2008 order, which are available on the day of publication of this order, must be placed under the securitization system before July 22, 2014.

    Rule 35 Learn more about this article...


    I. ― The existing general purpose OPCVMs on the day of the publication of this Order are referred to as "general investment funds" and are placed under the regime of the latter.
    II. ― The existing low-cost investment rules on the day of the publication of this order are referred to as "general professional funds" and are placed under the regime of the latter.
    III. ― The existing alternative funds OPCVMs on the day of the issuance of this order are referred to as "alternative funds" and are placed under the regime of the latter.
    IV. ― The FMCTs with a levers-free operating rules that exist on the day of the publication of this order are referred to as "property collective investment organizations" and are placed under the authority of the latter.
    V. ― The FMCTs with levers effect on the day of the publication of this order are referred to as "professional real estate collective investment organizations" and are placed under the terms of these.
    VI. ― Contractual UCITS and existing contractual risk mutual funds on the day of the issuance of this order are referred to as "specialized professional funds" and are placed under the authority of the latter.
    VII. ― The existing pay savings OPCVs on the day of the publication of this order are referred to as "Salary Savings Funds" and place themselves under the scheme of these.
    VIII. ― The joint venture funds that benefit from a reduced procedure existing on the day of the publication of this order are referred to as "professional investment capital funds" and are placed under the regime of the latter.

  • Chapter III: Coordination arrangements Rule 36 Learn more about this article...


    The monetary and financial code is thus amended:
    1° In I of Article L. 141-6, after the words: "the collective investment bodies in securities" are inserted the words: "the IAFs falling under paragraphs 1, 2 and 6 of subsection 2, paragraph 2 or sub-paragraph 1 of subsection 3, paragraph 1, and subsection 4 of chapter IV, section 2, of title I of Book II",
    2° In article L. 211-2, after the words: "real estate investment funds", are inserted the words: ", a professional real estate investment fund";
    3° In 1 of article L. 211-4, after the words: "real estate investment funds" are inserted the words: ", a professional real estate investment fund";
    4° In L. 211-14, the references: "L. 214-50" and "L. 214-85" are replaced by the references: "L. 214-114" and "L. 214-121" respectively;
    5° In article L. 211-27, after the words: "Real Estate Investment Fund", the words ", a professional real estate investment fund" are inserted;
    6° In I of Article L. 212-3, the words: "or real estate preponderance companies with variable capital" are replaced by the words: ", real estate preponderance companies with variable capital or professional investment companies with variable capital preponderance";
    7° At the c of 2° of the I of Article L. 221-31, the reference: "85/611/EC of the Council of 20 December 1985" is replaced by the reference: "2009/65/EC of the European Parliament and the Council of 13 July 2009";
    8° To the I and III of Article L. 231-4, the words: "real estate investment fund or a joint securitization fund" are replaced by the words: "a real estate investment fund, a real estate investment fund or a common securitization fund" and in the second of the same article, the words: "real property investment fund or the common capital of securitization" are replaced
    9° In article L. 231-7, the word "common" is replaced by the word "common";
    10° In article L. 231-7-1, the words: "a real estate collective investment organization" are replaced by the words: "a real estate collective investment organization or a professional real estate collective investment organization";
    11° In Article L. 231-8, the reference: "L. 214-53" is replaced by the reference: "L. 214-88";
    12° In Article L. 231-9, the references: "L. 214-50 and L. 214-63" are replaced by the references: "L. 214-114 and L. 214-96";
    13° In the 4th of Article L. 341-10, after the words: "of collective investment organizations in securities" are inserted the words: "or FIA falling within paragraphs 1, 2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3, or subsection 4 of section 2 of chapter IV of title I of Book II";
    14° In the first paragraph of Article L. 411-2, the reference: "2 of the I" is replaced by the reference: "2 of the II";
    15° In 4 of Article L. 411-3, the words: "organization referred to in 1 or 5 of Article L. 214-1" are replaced by the words: "OPCVM or an IAF falling under paragraphs 1, 2, 3 and 6 of subsection 2, subsection 3 and subsection 4 of Chapter IV, section 2 of title I of Book II";
    16° In article L. 451-2, the words: "or SICAF" are replaced by the words: "or IAFs falling within paragraphs 1, 2, 5 and 6 of subsection 2, paragraph 2 or sub-paragraph 1 of subsection 3, paragraph 1, or subsection 4 of chapter IV, section 2 of title I of Book II";
    17° In the first paragraph of Article L. 511-6, the words: "not the securitization agencies, nor the securities collective investment bodies, nor the real estate collective investment organizations" are replaced by the words: "not the UCITS or the IAFs under subsections 1, 2, 3 and 6 of subsection 2, and subsections 3, 4 and 5 of section 2 of Chapter IV of Title I of Book II."
    18° At 3° of Article L. 511-41-1 A, the words: "collective placement organizations referred to in 1, 2, 5 and 6 of Article I L. 214-1" are replaced by the words: "OPCVM, IAFs falling under paragraphs 1, 2, 3, 5 and 6 of Sub-Section 2, subsections 3, 4 and 5 of Chapter IV, Division II of Title I of Book II";
    19° The b of the 2° of Article L. 531-2 is replaced by the following provisions:
    “(b) The collective investment organizations referred to in II of Article L. 214-1, as well as the companies responsible for the management of IAFs under subsection 4 of subsection 2, and subsection 5 of chapter IV, section 2, of title I, of Book II;
    20° In the second paragraph of Article L. 612-44, after the words: "collective investment organizations in securities" are inserted the words: ", IAFs falling within paragraphs 1, 2 and 6 of sub-section 2, paragraph 2 or sub-paragraph 1 of subsection 3, or subsection 4 of section 2 of chapter IV of title I of Book II";
    21° In the third paragraph of Article L. 732-5, after the words: "Community Investment Organizations in Securities" are inserted the words: ", IAF falling within paragraphs 1, 2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3, or subsection 4 of section 2 of chapter IV of title I of Book II";
    22° In 1° of the IV of Article L. 754-10, the words: "or fixed capital investment companies" are replaced by the words: "or IAFs falling within paragraphs 1, 2, 5 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3, or subsection 4 of section 2 of chapter IV of title I of Book II".

    Rule 37 Learn more about this article...


    The insurance code is amended:
    1° In the second paragraph of Article L. 131-1, after the words: "a collective investment agency in securities" are inserted the words: "or a collective investment under paragraphs 1.2 and 6 of subsection 2, paragraph 2 or paragraph 1 of subsection 1 of subsection 3 of section 2 of chapter IV of title I of book II of the monetary and financial code" and references: "L. 214-24-7-4 or
    2° In section L. 160-10, the words: "subsection 2 of section 5" are replaced by the words: "subparagraph 2 of subsection 3 of subsection 2 of section 2" and the reference: "L. 214-91 of the monetary and financial code" is replaced by the reference: "L. 214-35 of the same code";
    3° In L. 160-11, the reference is "L. 214-109" and the reference is "L. 214-53";
    4° In Article L. 160-19, the references: "L. 214-84-2", "L. 214-117" and "L. 214-119" are replaced by the references: "L. 214-119", "L. 214-59" and "L. 214-61" respectively;
    5° In the first paragraph of Article L. 310-28, the words "specified in Article L. 214-49-13-1" are replaced by the words "specified in Article L. 214-190";
    6° In the second paragraph of Article L. 370-2, the reference "L. 214-39" is replaced by the reference "L. 214-164".

    Rule 38 Learn more about this article...


    The trade code is thus modified:
    1° At 2° of Article L. 225-138-1, the reference: "L. 214-41" is replaced by the reference: "L. 214-166";
    2° In 1° of the II of Article L. 233-9, after the words: "collective securities investment organizations" are inserted the words: "or collective investments falling under paragraphs 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3, or subsection 4 of section 2 of chapter IV of title I of the monetary code and
    3° In the second paragraph of Article L. 820-1, the references: "L. 214-8 and L. 214-43" are replaced by the references: "L. 214-8, L. 214-24-34 and L. 214-169";
    4° In the second paragraph of Article L. 821-8, the words: "collective investment agency" are replaced by the words: "collective placement";
    5° In the second paragraph of Article L. 821-9, the words: "collective investment organizations" are replaced by the words: "collective investments";
    6° In 2° of Article L. 823-20, the words: "collective placement organizations referred to in Article L. 214-1" are replaced by the words: "collective placements referred to in Chapter IV of title I of Book II".

    Rule 39 Learn more about this article...


    The building and housing code is thus modified:
    1° In Article L. 421-18, after the words: "a collective investment organization in securities" are inserted the words: "or collective investment under paragraphs 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3 of section 2 of Chapter IV of Title I of Book II of the monetary and financial code";
    2° In the fifth paragraph of the third paragraph of Article L. 422-2-1, after the words: "the collective investment bodies in securities" are inserted the words: "or collective investments under paragraphs 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3 of section 2 of chapter IV of title I of Book II of the monetary and financial code".

    Rule 40 Learn more about this article...


    At 11° of Article L. 321-1 of the forest code, the reference is "L. 214-87" and the reference is "L. 214-124".

    Rule 41 Learn more about this article...


    In the first paragraph of Article L. 1618-2 of the General Code of Territorial Communities, after the words: "a collective investment organization in securities" are inserted the words: "or collective investment under paragraphs 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3 of section 2 of chapter IV of title I of monetary code II".

    Rule 42 Learn more about this article...


    The general tax code is amended as follows:
    1° In Article 14 A, the references: "L. 214-107" and "a and b of the I of Article L. 214-92" are respectively replaced by the references: "L. 214-51" and "1° and 2° of the I of Article L. 214-36";
    2° The 1st of Article 31 is amended as follows:
    (a) In the first paragraph of the e bis, the references: "L. 214-140" and "L. 214-119" are replaced by the references: "L. 214-81" and "L. 214-61" respectively;
    (b) In the fifth paragraph of 1, the reference: "L. 214-50" is replaced by the reference: "L. 214-114";
    3° In the first paragraph of Article 31 bis, the reference: "L. 214-50" is replaced by the reference: "L. 214-114";
    4° 2° of 5 of Article 38 is thus amended:
    (a) In the first paragraph, after the words: "a fraction of the assets of a joint venture fund", the words "or a professional investment capital fund" are inserted;
    (b) In the second paragraph, after the words: "is received by a joint venture fund", the words "or a professional investment capital fund" are inserted;
    (c) A, after the words: "the assets of a joint venture fund" are inserted the words: "or a professional investment capital fund";
    (d) In b, after the words: "other than a common risk investment fund," the words are inserted: "that a specialized professional fund under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management or a professional investment capital fund,"
    5° 2° of 5 of article 39 terdecies is thus modified:
    (a) A, after the words: "the assets of a joint venture fund" are inserted the words: "or a professional investment capital fund";
    (b) In b, after the words: "other than a common risk investment fund" are inserted the words: "that a specialized professional fund under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management or a professional investment capital fund";
    6° At the c of the 4th of Article 44 sexies-0 A, after the words: "risk capital companies, mutual funds for risk investments", are inserted the words: "specialised professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    7° Article 44 septies is amended as follows:
    (a) In the b of the IV, after the words: "risk capital corporations, joint venture capital funds", the words are inserted: "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for the management of assets of professional investment capital funds,"
    (b) In the b of the V, after the words: "the shares of venture capital corporations, joint venture capital funds", are inserted the words: "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    8° In the b of the VI of Article 44 octies, after the words: "The participation of venture capital corporations, mutual funds for risk investments", are inserted the words: "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    9° In b of section 44, octies A, after the words: "The participation of venture capital corporations, mutual funds for risk investments" are inserted the words: "specialized professional funds under the scope of theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    10° In article 80 quindecies, after the words: "sharing of mutual funds for risk investments", are inserted the words: "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    11° In the second paragraph of Article 115 and the first paragraph of Article 115 A, the reference: "L. 214-128" is replaced by the reference: "L. 214-69";
    12° In 2° and in the 10th paragraph of 2 of Article 119 bis, the words: "of the 1.5 or 6 of the I of Article L. 214-1" are replaced by the words: "of section 1, paragraphs 1.2,3.5 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3, or subsection 4 of section 2 of chapter IV of title I;"
    13° Section 125-0 A is amended as follows:
    (a) In the first paragraph of the I quater, after the words: "a collective investment agency in securities" are inserted the words: "or a collective investment under paragraphs 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3 of section 2 of chapter IV of title I of book II of the monetary and financial code,"
    (b) In the c of the I quater, after the words: "collective investment organizations in securities" are inserted the words: "or collective investments under subsections 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3 of section 2 of chapter IV of title I of book II of the monetary and financial code,"
    (c) In the d du I quater, after the words: "Common Risk Investment Funds", the words are inserted: "Specialized Professional Funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    (d) In the last paragraph of the I quater, after the words: "of the collective investment organization in securities" are inserted the words: "or the collective investment under paragraphs 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3 of section 2 of chapter IV of title I of Book II of the monetary and financial code. » ;
    (e) In the first paragraph of the I quinquies, the words: articles L. 214-2 et seq. of the monetary and financial code," are replaced by the words: ", collective investments under subsections 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3 of section 2 of chapter IV of title I of book II of the monetary and financial code";
    (f) In c of 1 I quinquies, after the words: "collective securities institutions", the words "and collective investments" are inserted;
    (g) In the d of 1 of the quinquies, after the words: "common investment funds at risk" are added the words: "or professional investment capital funds";
    (h) At the penultimate paragraph 1 of the I quinquies, after the words: "a collective investment body in securities" are inserted the words: "or collective placement under subsection 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 3, section 2 of chapter IV, section 1, title I of Book II of the monetary and financial code";
    (i) In the last paragraph of the I quinquies, after the words: "corporated securities institutions", the words "and collective investments" are inserted;
    (j) In the first paragraph of the second paragraph of the I quinquies, after the words: "the collective investment bodies in securities" are inserted the words: "the collective investments";
    14° In section 131 quater, the words "L. 214-43 to L. 214-49" are replaced by the words "L. 214-169 to L. 214-176";
    15° In I of Article 137 ter, the reference: "L. 214-140" is replaced by the reference: "L. 214-81";
    16° Article 150-0 A is amended as follows:
    (a) At the 4 ter of II, the reference: "L. 214-89" is replaced by the reference: "L. 214-33";
    (b) In 7 of II, after the words: "the assets of a joint venture fund" are inserted the words: "or a professional investment capital fund";
    (c) In the first paragraph, at the c of 2° and at the 1° of 3° of 8 of II, after the words: "common investment funds at risk" are inserted the words: "or specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for the management of professional assets or investment capital funds";
    (d) In the first paragraph of 2° of 8 of II, after the words: "of the same mutual fund of risk investments", the words are inserted: "or of the same specialized professional fund under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management or the same professional investment capital fund";
    (e) In the first and second paragraphs of 1 of III, after the words: "common investment funds at risk" are inserted the words: "or professional investment capital funds";
    17° Section 150-0 D is amended as follows:
    (a) In the second paragraph and in the last paragraph of 1, after the words: "a joint venture fund" are inserted the words: "or a specialized professional fund under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management or a professional investment capital fund";
    (b) In 9 bis, after the words: "Common Risk Investment Funds", the words "or specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for the management of professional assets or investment capital funds";
    18° At the c of 3° of Article 150-0 D ter, after the words: "Common Risk Investment Funds", are inserted the words: ", specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    19° In the first paragraph of Article 150-0 F, the reference: "L. 214-140" is replaced by the reference: "L. 214-81";
    20° At the I of Article 150 UC, the reference: "L. 214-140" is replaced by the reference: "L. 214-81";
    21° At 6° of the I of Article 151 septies A, after the words: "the participation of venture capital companies, mutual funds of risk investments," the words are inserted: "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    22° At the 3° of Article 157, the words: "targeted by the articles L. 214-2 et seq. of the monetary and financial code are replaced by the words: "or a collective investment under subsections 1.2 and 6 of subsection 2, subsection 2 or subsection 1 of subsection 3, subsection 1, or subsection 4 of section 2 of chapter IV of title I of book II of the monetary and financial code,"
    23° At the 4th of 3 of Article 158, the words: "regulated by articles L. 214-2 et seq. of the monetary and financial code are replaced by the words: "or collective investments under subsections 1.2 and 6 of subsection 2, subsection 2 or subsection 1 of subsection 3, subsection 1, or subsection 4 of chapter IV, section 2, of heading I of Book II of the Monetary and Financial Code";
    24° In 2 of Article 163 bis G, after the words: "participation of mutual funds at risk", the words are inserted: "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    25° Article 163 quinquies B is amended as follows:
    (a) In the first paragraph of the I, after the words: "Shares of joint venture funds", are inserted the words: "or professional capital investment funds";
    (b) In the second paragraph of I, after the words: "a share of joint venture funds", the words "or specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for the management of professional assets or investment capital funds";
    (c) At 1° of II, the reference "L. 214-38" is replaced by the reference "L. 214-160";
    26° At the c of the 1° of the II of Article 199 ter B, after the words: "Common Risk Investment Funds", are inserted the words: "Specialized Professional Funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    27° In c of II of Article 199 ter D, after the words: "Common Risk Investment Funds", are inserted the words: "Specialized Professional Funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    28° In the first and second paragraphs of 199 ter-0 B, the references: "L. 214-140" and "L. 214-119" are replaced by the references: "L. 214-81" and "L. 214-61" respectively;
    29° In c of 2 and in the first paragraph of 5 of article 199 decies H, the references: "L. 214-85" and "L. 214-87" are replaced respectively by the references: "L. 214-121" and "L. 214-123 to L. 214-125";
    30° In the first paragraph of Article 199 undecies C, the reference: "L. 214-50" is replaced by the reference: "L. 214-114";
    31° In the first paragraph of Article 199 tervicies IV bis, the reference: "L. 214-50" is replaced by the reference: "L. 214-114";
    32° In the first paragraph of Article 199 septvicies, the reference: "L. 214-50" is replaced by the reference: "L. 214-114";
    33° In the A of the VIII of Article 199 Novovicies, the words: "Articles L. 214-50 to L. 214-84-3" are replaced by the words: "Paragraph 4 of Sub-Section 2 of Chapter IV, Part I of Book II";
    34° Section 208 is amended as follows:
    (a) At 1° bis, the reference: "L. 214-147" is replaced by the reference: "L. 214-127";
    (b) At 1° bis A, the words: « governed by the articles L. 214-2 et seq. of the monetary and financial code » are deleted;
    (c) At 2°, the reference: "L. 214-147" is replaced by the reference: "L. 214-127";
    (d) At 3° nies, the reference: "L. 214-89" is replaced by the reference: "L. 214-33";
    35° In section 208 A, the reference: "L. 214-147" is replaced by the reference: "L. 214-127";
    36° In the third bis of Article 208 C, the reference: "c of I of Article L. 214-92" is replaced by the reference: "3° of I of Article L. 214-36";
    37° The 1st of Article 209-0 A is thus amended:
    (a) In the first paragraph, the words: "French or foreign" are replaced by the words: "or collective investments under paragraphs 1.2 and 6 of subsection 2, paragraph 2 or sub-paragraph 1 of subsection 3 of section 2 of chapter IV of title I of book II of the monetary and financial code, whether French or foreign,";
    (b) In the fourth paragraph, the words: "French and foreign" are replaced by the words: "or collective investments under paragraphs 1.2 and 6 of subsection 2, paragraph 2 or sub-paragraph 1 of subsection 3 of section 2 of chapter IV of title I of book II of the monetary and financial code, whether French or foreign,";
    (c) In the fifth preambular paragraph, after the words: "corporated securities institutions", the words are inserted: "or collective investments referred to in the first preambular paragraph";
    (d) In the last paragraph of 1°, after the words: "a joint venture fund" are inserted the words: "or a professional investment capital fund";
    38° In the b of the II of Article 209 C, after the words: "The participation of venture capital companies, mutual funds for risk investments," the words are inserted: "specialised professional funds under the control of theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    39° In the second paragraph of section 217 terdecies, the references: "L. 214-85" and "L. 214-87" are respectively replaced by the references: "L. 214-121" and "L. 214-123 to L. 214-125";
    40° In Article 217 sexdecies, after the words: "risk capital companies, mutual funds for risk investments", are inserted the words: "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    41° Section 219 is amended as follows:
    (a) In the first paragraph of the a ter of I, after the words: "participation securities and shares of mutual funds for risk investments" are inserted the words: ", professional capital investment funds";
    (b) In the second paragraph of the a ter of I, after the words: "the real estate collective investment organizations" are inserted the words: "the professional real estate collective investment organizations" and the reference: "e of the I of Article L. 214-92" is replaced by the reference: "5° of the I of Article L. 214-36";
    (c) In the first paragraph of the first paragraph of the I sexies, after the words: "the sums distributed by a joint venture fund" are inserted the words: "or by a professional investment capital fund";
    (d) In the second paragraph of the first paragraph of the I sexies, after the words: "the securities held by other mutual funds of risk investments" are inserted the words: ", professional capital investment funds";
    (e) In the first paragraph of the second paragraph of the I sexies, after the words: "Common Shares of Risk Investments" are added the words: ", share of professional capital investment funds";
    (f) In the second paragraph of (b) and (f) of the I, after the words: "risk capital corporations, mutual funds for risk investments," the words "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    (g) In IV, after the words: "Real estate preponderance company with variable capital", the words are inserted: "or in a professional investment company with variable capital preponderance" and the reference: "a à e du I de l'article L. 214-92" is replaced by the reference: " 1° to 5° of the I of Article L. 214-36";
    42° In the last paragraph of Article 235 ter ZC, after the words: "risk capital corporations, mutual funds for risk investments," the words are inserted: "specialized professional funds under the purview ofArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    43° In the first paragraph of Article 235 ter ZCA, the words: "of those referred to in Article L. 214-1" are replaced by the words: "a group investment organization in securities and collective investments under paragraphs 1.2 and 6 of Sub-Section 2, paragraph 2 or sub-paragraph 1 of Sub-Section 3, paragraph 1, or sub-section 4 of Part II;
    44° At 7° of II of Article 235 ter ZD, the references: "L. 214-39", "L. 214-40" and "L. 214-41" are replaced respectively by the references: "L. 214-164", "L. 214-165" and "L. 214-166";
    45° In the sixth paragraph of Article 237 bis A, the reference: "L. 214-39" is replaced by the reference: "L. 214-164";
    46° At 2° of the 2nd of the 2nd of Article 238 quindecies, after the words: "risk capital corporations, mutual funds for risk investments", are inserted the words: "specialised professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    47° In the second paragraph of Article 239 bis AB, after the words: "risk capital corporations, mutual funds for risk investments," the words are inserted: "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    48° Article 239 nies is amended as follows:
    (a) In I, the words: ", referred to in section 5" are replaced by the words: "and professional real estate investment organizations, referred to in subsection 3 of subsection 2 of section 2 and subsection 2 of subsection 1 of subsection 3 of section 2";
    (b) In the first paragraph and in (a), (b), (c) and (d) of 1 of II, and in the third, the reference: "L. 214-140" is replaced by the reference: "L. 214-81";
    49° In 2 of 242 ter B, the reference: "L. 214-119" is replaced by the reference: "L. 214-61";
    50° Section 242 ter C is amended as follows:
    (a) At 1, after the words: "Common Risk Investment Funds", the words are inserted: ", specialized professional funds under Article L. 214-37 of the Monetary and Financial Code in its writing prior to Order No. 2013-676 of 25 July 2013 amending the legal framework for the management of assets, professional investment capital funds" and the words: "Common funds for risk investments" are replaced by the words: "
    (b) In 2, the words: "Common Risk Investment Funds" are replaced by the words: "the funds mentioned in 1";
    51° In the first paragraph of Article 242 quinquies, after the words: "The management company of a joint venture investment fund" are added the words: "or a professional investment capital fund";
    52° At 1° of the IV of Article 244 bis A, the reference: "L. 214-141" is replaced by the reference: "L. 214-82";
    53° In the last paragraph of the 1st paragraph of Article 244 quater E, after the words: "risk capital companies, mutual funds for risk investments", the words are added: "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    54° In the second paragraph of Article 244 quater H, after the words: "risk capital corporations, mutual funds for risk investments", the words are inserted: "specialized professional funds under the scope of theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    55° At the f of the 1st of Article 261 C, after the words: "corporating securities institutions" are inserted the words: "and collective investments falling under paragraphs 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3, or subsection 4 of section 2 of chapter IV of title I of Book II of the monetary and financial code";
    56° In Article 730 quater, after the words: "Common Risk Investment Funds" are inserted the words: ", specialized professional funds relevant to theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for the management of professional assets and investment capital funds";
    57° Section 730 quinquies is amended as follows:
    (a) In the first paragraph, after the words: "property collective investment organizations", the words are inserted: "and professional real estate collective investment organizations";
    (b) To a and b, after the words: "the real estate collective investment organization", are inserted the words: "or the professional real estate collective investment organization";
    (c) In b, the reference: "L. 214-101" is replaced by the reference: "L. 214-45";
    58° In 2 of 828 bis, the reference: "L. 214-84-2" is replaced by the reference: "L. 214-119";
    59° In 4 of the I of Article 885 I ter, the words: "Common Risk Investment Funds defined by Articles L. 214-28 and L. 214-38" are replaced by the words: "Common Risk Investment Funds and Professional Investment Capital Funds defined respectively in Articles L. 214-28 and L. 214-160";
    60° In the first sentence of the fifth paragraph of Article 885 I quater, the references: "L. 214-39" and "L. 214-41" are replaced by the references: "L. 214-164" and "L. 214-166" respectively;
    61° At the c of the 3rd of Article 990 E, the reference: "L. 214-89" is replaced by the reference: "L. 214-33" and the words: "that are not constituted in the form referred to in Article L. 214-144 of the same code" are deleted;
    62° At 9° of Article 995, the reference: "L. 214-47" is replaced by the reference: "L. 214-174";
    63° In the second paragraph of Article 1465 B, after the words: "risk capital corporations, mutual funds for risk investments", the words "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    64° In the third paragraph of the I and the first paragraph of the second paragraph of the I sexies of Article 1466 A, after the words: "risk capital corporations, mutual funds for risk investments", are inserted the words: "specialized professional funds under theArticle L. 214-37 of the monetary and financial code in his earlier writingOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management, professional investment capital funds,"
    65° In the first paragraph of 1 and 1 bis of Article 1763 B, after the words: "The management company of a joint venture investment fund" are inserted the words: "or a professional investment capital fund";
    66° In the first paragraph of section 1763 C, after the words: "the administration establishes that a joint venture fund" are inserted the words "or a professional investment capital fund".

    Rule 43 Learn more about this article...


    The Social Security Code is thus amended:
    1° Le II de l'article L. 136-7 est ainsi modifié :
    (a) In the last paragraph of the 5th, after the words: "Parties of joint venture funds", are inserted the words: "or professional investment capital funds";
    (b) At 8°, after the words: "by a joint venture fund" are inserted the words: "or by a professional investment capital fund";
    2° At 7° of Article L. 651-2, the references: "L. 214-15 to L. 214-19 and L. 214-147 to L. 214-156" are replaced by the references: "L. 214-7 to L. 214-7-4, L. 214-24-29 to L. 214-24-33 and L. 214-127 to L. 214-135".

    Rule 44 Learn more about this article...


    The working code is thus modified:
    1° In the last paragraph of Article L. 3332-10, the words "of collective investment organizations in securities mentioned in Articles L. 214-40 and L. 214-41" are replaced by the words "of wage savings funds referred to in Articles L. 214-165 and L. 214-166";
    2° Article L. 3332-15 is amended as follows:
    (a) At 1°, after the references: "L. 214-7 to L. 214-7-4", the references are inserted: "and L. 214-24-29 to L. 214-24-33";
    (b) At 2°, the references: "L. 214-39 and L. 214-40" are replaced by the references: "L. 214-164 and L. 214-165";
    (c) At the penultimate paragraph, the reference: "L. 214-39" is replaced by the reference: "L. 214-164" and the references: "L. 214-39 and L. 214-40" are replaced by the references: "L. 214-164 and L. 214-165";
    3° In the fourth paragraph of Article L. 3332-16, the reference: "L. 214-40" is replaced by the reference: "L. 214-165";
    4° Article L. 3332-17 is amended as follows:
    (a) In the first paragraph, the reference: "L. 214-39" is replaced by the reference: "L. 214-164";
    (b) In the second paragraph, the words: "L. 214-20 of monetary and financial code, or shares of securities collective investment organizations, are replaced by the words: "L. 214-24-55 of monetary and financial codethe words "or in a collective investment in securities or collective investments under subsections 1, 2 and 6 of subsection 2, subsection 2 or subsection 1 of subsection 1 of subsection 3 of section 2 of chapter IV of Book II of the Monetary and Financial Code" and after the words "a collective investment in securities" are added the words "or in a collective investment in securities"
    (c) In the last paragraph, the words: "subsection 7 or subsection 9 of chapter IV, section 1, of title I, of Book II" are replaced by the words: "in section L. 214-28 or L. 214-30";
    5° In Article L. 3333-6, the references: "L. 214-40" and "L. 214-39" are replaced respectively by the references: "L. 214-165" and "L. 214-164" and, in the second paragraph, after the words: "collective investment bodies in securities" are inserted the words: "or collective investments under paragraphs 1, 2 and
    6° In the first paragraph of Article L. 3334-11, after the words: "collective investment organizations in securities" are inserted the words: "or collective investments under paragraphs 1, 2 and 6 of subsection 2, paragraph 2 or sub-paragraph 1 of subsection 3, paragraph 1, or subsection 4 of section 2 of chapter IV of Title I of Book II of the Monetary and Financial Code";
    7° In Article L. 3334-12, the references: "L. 214-40", "L. 214-41" and "L. 214-39" are replaced respectively by the references: "L. 214-165", "L. 214-166" and "L. 214-164" and, in the second paragraph, after the words: "collective investment organizations in securities", are added
    8° In article L. 3334-13, the reference: "L. 214-39" is replaced by the reference: "L. 214-164";
    9° In Article L. 3341-1, the references: "L. 214-39 and L. 214-40" are replaced by the references: "L. 214-164 and L. 214-165";
    10° In Article L. 3341-4, the references: "L. 214-39 and L. 214-40" are replaced by the references: "L. 214-164 and L. 214-165".

    Rule 45 Learn more about this article...


    Aunt last paragraph of Article 2 of Law No. 70-9 of 2 January 1970 regulating the conditions for carrying out activities relating to certain transactions relating to real property and trade funds, the words: "To real estate collective investment organizations" are replaced by the words: "To real estate collective investment organizations, professional real estate investment organizations, civil real estate investment companies".

    Rule 46 Learn more about this article...


    At 6° of section 2 of the above-mentioned order of June 27, 2013, the reference: "L. 214-86" is replaced by the reference: "L. 214-122".

    Rule 47 Learn more about this article...


    In the third and fourth paragraphs of Article 1 of Act No. 2013-561 of June 28, 2013, which unlocks exceptional participation and interest, the words: "of shares or shares of collective investment bodies in securities under Articles L. 214-40 and L. 214-41" are replaced by the words: "of shares or shares of collective investments under sections 2-16.

    Rule 48 Learn more about this article...


    The Prime Minister and the Minister of Economy and Finance are responsible for the application of this Order, which will be published in the Official Journal of the French Republic.


Done on 25 July 2013.


François Hollande


By the President of the Republic:


The Prime Minister,

Jean-Marc Ayrault

Minister of Economy and Finance,

Pierre Moscovici


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