Key Benefits:
Publics concerned: portfolio management companies and depositaries of collective investment organizations, investors.
Subject: rules applicable to collective investment organizations and changes to the legal framework for asset management.
Entry into force: management companies carrying on activities that correspond to the provisions mentioned in this Order in Council at its date of publication shall take all necessary measures to comply with its provisions and submit an application for appropriate approval by 22 July 2014 with the exception of those provisions concerning collective investment organizations in securities which enter into force on the day after the publication of this Order.
However, the securities collective investment agencies that exist on the date of publication of this Order have a deadline ending February 18, 2014 to enforce the provisions of this Order in Council concerning the modification of the terms and conditions for the conclusion of financial contracts.
Notice: the decree amends the architecture of the range of collective investments. It introduces, in addition to the securities collective investment organizations under 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 (VMSCO), known as the "Coordinated UCITS", investment funds under Directive 2011/61/EU on alternative investment fund managers and amending Directives 2003/41/EC and 2009/65/EC (EC) as well as regulations In particular, it specifies the general regime of these IAFs, their investment and operating rules. It adapts to the requirements of Directive No. 2011/61/EU the rules applicable to certain collective investment organizations (OPCI, SCPI, general-purpose professional funds, specialized professional funds, professional investment funds).
References: the monetary and financial code Amended by this decree can be consulted, in its drafting, on the website Légifrance (http://www.legifrance.gouv.fr).
This decree is taken for the application of theOrder No. 2013-676 of 25 July 2013 amending the legal framework for asset management.
It implements Directive No. 2011/61/EU of the European Parliament and the Council of 8 June 2011 on alternative investment fund managers.
The Prime Minister,
On the report of the Minister of Economy and Finance,
Having regard to Council Directive 77/91/EC of 13 December 1976 to coordinate to make them equivalent the guarantees that are required in the member states of the companies within the meaning of Article 58, second paragraph, of the treaty, for the protection of the interests of both partners and third parties, with regard to the formation of the anonymous society and the maintenance and modification of its capital;
Having regard to Council Directive 78/660/EEC of 25 July 1978, based on Article 54, paragraph 3, subparagraph 3, subparagraph 3, of the treaty and on the annual accounts of certain forms of corporations;
Having regard to Council Directive 83/349/EEC of 13 June 1983, based on Article 54, paragraph 3, item g, on consolidated accounts;
Considering Directive 2000/12/EC of the European Parliament and of the Council of 20 March 2000 on access to the activity of credit institutions and its exercise;
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 2005/68/EC of the European Parliament and the Council of 16 November 2005 on reinsurance and amending Council Directives 73/239/EEC and 92/49/EEC and Council Directives 98/78/EC and 2002/83/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;
Having regard to Commission Regulation No. 583/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and the Council with regard to key information for the investor and the conditions to be met in the provision of key information for the investor or prospectus on a sustainable medium other than paper or through a website;
Vu le insurance code ;
Vu le Trade code ;
Considering the code of construction and housing;
Vu le Forest code ;
Vu le General Tax Code and its annexes II and III;
Vu le book of tax procedures ;
Vu le monetary and financial code ;
Vu le code of mutuality ;
Considering the rural code and the maritime fisheries;
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. 85-695 of 11 July 1985 amended to include various economic and financial provisions;
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. 2013-676 of 25 July 2013 amending the legal framework for asset management;
Having regard to the Decree of 28 June 1930 on the conditions for the application of Article 15 of the Financial Law of 16 April 1930;
Considering the opinion of the Financial Legislation and Regulatory Advisory Committee of May 29, 2013;
Having regard to the advice of the Conseil supérieur de la mutualité of 13 June 2013;
Considering the advice of the Conseil supérieur des logementions à loyer moderate du 28 mai 2013;
The State Council (Finance Section) heard,
Decrete:
In the monetary and financial code (regulatory part) to the exception of the last paragraph of section D. 621-29, the words: "a collective investment organization in securities" and: "a collective investment agency in securities" are replaced by the acronym: "OPCVM".
Section 1 of chapter IV of Book II title I of the same code is amended as follows:
1° The title is replaced by the following title: "OPCVM";
2° The title: "Subsection 1: A group investment agency in securities approved 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, and 5, respectively, become subsections 1.2.3,4, and 5;
4° Subparagraphs 1.2.3 and 4, renumber as paragraphs 1.2.3 and 4, renumber as paragraphs 1.2.3 and 4.
Before chapter IV, section 1, title I, of Book II of the same code, an article D. 214-0 is created as follows:
"Art. D. 214-0. - The Autorité des marchés financiers only issues the marketing authorization referred to in Article L. 214-1-1 provided that the fund concerned is subject to security and transparency rules equivalent to the French rules and that an instrument for the exchange of information and mutual assistance in the area of asset management on behalf of third parties has been put in place between that authority and the supervisory authority. »
Section D. 214-1 of the same code is replaced by the following provisions:
"Art. O.C. 214-1.-The Autorité des marchés financiers ensures that the record provided for in section L. 214-2-1 is complete.
It transmits the notification file to the competent authorities of the host State in which the OPCVM proposes to market its shares or shares, no later than ten working days from the date of receipt of the notification letter and all documents constituting the record. »
The first paragraph of section R. 214-15-1 of the same code is replaced by the following:
"A UCITS may enter into the financial contracts set out in the 5th I of Article L. 214-20 and entered into the contracts referred to in the 1st, 2nd or 3rd I of Article R. 214-11 or negotiated voluntarily, provided that, overall, exposure to the underlying assets does not exceed the investment limits set out in Articles R. 214-21, R. 214-25. »
Section R. 214-21 of the same code is amended as follows:
1° At 1° of I, the words "the same entity" are replaced by the words "the same transmitter";
2° At 2° of I, the words "multiple entities forming the same transmitter as defined in VIII" are replaced by the words "the same entity";
3° In II, the words "the same entity" are replaced by the words "the same transmitter" and the words "entities in which" are replaced by the words "emissions in each of them";
4° In the first paragraph of the IV, the words: "at the limit of 5% set to the 1° of the I" are replaced by the words: "at the limits set at 1° and 2° of the I";
5° In V, the words: "a single entity" are replaced by the words: "a single transmitter";
6° In the VII, the reference: "IV" is replaced by the reference: "V";
7° In VIII, the words "one transmitter" are replaced by the words "one entity".
At 1°, 2° and 4° of II of article R. 214-26 of the same code, the words "an same entity" are replaced by the words "an same transmitter".
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
"Subsection 1
“Common provisions
“Paragraph 1
« FIA marketing procedure
"Art. D. 214-32.-In accordance with the second paragraph of Article L. 214-24-1, the marketing in France of shares or shares of an IAF established in a Member State of the European Union or in a third country, without a passport, is subordinated:
« 1° Compliance by the approved management company in the European Union or the manager in a third country with the legislative and regulatory provisions applicable to portfolio management companies. The missions referred to in Article L. 214-24-8 shall be carried out by the depositary(s) designated by the management company or the manager, who may not discharge them themselves. He or she shall inform the Autorité des marchés financiers on the identity of the depositary(s);
« 2° The existence of appropriate modalities of cooperation, intended for the monitoring of systemic risk and in accordance with international standards, between the Autorité des marchés financiers and the competent authorities of the FIA of the European Union concerned or the competent authorities of the third country where the FIA or its manager is established, in order to ensure an exchange of information enabling the Autorité des marchés financiers to carry out the tasks entrusted to it under books V and VI;
« 3° When the IAF or its manager is established in a third country, the absence of the registration of that third country on the lists published by the international bodies involved in the fight against money-laundering or the financing of terrorism, States or territories whose legislation or practices hinder the effective execution of the tasks of the Financial Action Group;
« 4° When the FIA of third countries is other than closed, the issue of prior authorization by the Autorité des marchés financiers of the marketing of its shares or shares in France. The Autorité des marchés financiers only issues this authorization provided that the FIA of third countries is subject to rules of security and transparency equivalent to the French rules and that an instrument for the exchange of information and mutual assistance in the field of asset management on behalf of third parties has been established between that authority and the supervisory authority of that FIA.
"Art. D. 214-32-1.-In accordance with the first paragraph of Article L. 214-24-1, the commercialization with passport, in France, by an authorized manager established in a third country whose France is the reference Member State, of shares or shares of FIA established in a third country, is subordinated:
« 1° Compliance by the manager with the legislative and regulatory provisions applicable to portfolio management companies;
« 2° The existence of appropriate modalities of cooperation, intended for the monitoring of systemic risk and in accordance with international standards, between the Autorité des marchés financiers and the Autorité de surveillance du pays tiers where the FIA is established, in order to ensure an exchange of information enabling the Autorité des marchés financiers to carry out its mandates under books V and VI;
« 3° In the absence of registration of a third country in which the manager or the IAF is established on the lists published by the international bodies involved in the fight against money-laundering or the financing of terrorism of the States or territories whose legislation or practices hinder the effective execution of the tasks of the Financial Action Group;
« 4° Upon signature, between the third country in which the FIA and France is established, as well as any other member State in which it is anticipated that the shares or shares of the FIA of third countries will be marketed, an agreement that meets the standards set out in Article 26 of the OECD Model Tax Convention concerning Income and Capital and guarantees an exchange of tax information, including any multilateral tax agreement.
"Art. D. 214-32-2.-In accordance with the II of Article L. 214-24-1, commercialization in France, with passport, with professional customers, shares or shares of FIA of third countries or fed FIA that do not meet the requirements mentioned in the first paragraph of Article L. 214-24-1 by a portfolio management company is subordinated:
« 1° Compliance by this company with the legislative and regulatory provisions applicable to portfolio management companies, with the exception of the provisions applicable to the marketing of shares or shares of FIA in the European Union, France or another Member State, or to the management of FIA of the European Union in a Member State other than France;
« 2° When the IAF is established in a third country, the existence of appropriate modalities of cooperation between the Autorité des marchés financiers and the supervisory authorities of that third country, in order to ensure an exchange of information allowing the Autorité des marchés financiers to carry out their mandates under books V and VI;
« 3° When the IAF is established in a third country, the absence of the registration of that third country on the lists published by the international bodies involved in the fight against money-laundering or the financing of terrorism of the States or territories whose legislation or practices hinder the effective execution of the missions of the Financial Action Group;
« 4° When the IAF is established in a third country, at the signing, with France and with any other Member State of the European Union, in which it is anticipated that the shares or shares of the IAF of third countries will be marketed, an agreement in accordance with the standards set out in Article 26 of the OECD Tax Convention Model concerning Income and Capital and guaranteeing an exchange of tax information, including any multilateral tax agreement.
"When the Autorité des marchés financiers disagrees with the appreciation given by the competent authority of another EU Member State on the application of 1° and 2°, it may refer to the European Financial Markets Authority.
"Art. D. 214-32-3.-In accordance with the second paragraph of Article L. 214-24-2, the sale, with passport, in a Member State of the European Union other than France, with professional customers, of shares or shares of FIA of third countries or fed FIA that do not meet the conditions set out in the first paragraph of Article L. 214-24-2 is subject to:
« 1° The existence of appropriate modalities of cooperation between the Autorité des marchés financiers and the supervisory authorities of the third country in which the FIA is established, in order to ensure an exchange of information allowing the Autorité des marchés financiers to carry out its mandates under books V and VI;
« 2° When the IAF is established in a third country, the lack of registration on the lists published by international bodies involved in the fight against money-laundering or the financing of terrorism of States or territories whose legislation or practices hinder the effective implementation of the tasks of the Financial Action Group;
« 3° When the IAF is established in a third country, for signature between that country and France, as well as any other Member State in which it is anticipated that the IAF shares or shares will be marketed, an agreement in accordance with the standards set out in Article 26 of the OECD Model Tax Convention concerning Income and Capital and guaranteeing an exchange of tax information, including any multilateral tax agreement.
"When the Autorité des marchés financiers disagrees with the appreciation given by the competent authorities of another Member State of the European Union on the application of 1° and 2°, it may refer to the European Autorité des marchés financiers.
"Art. D. 214-32-4.-In accordance with the first paragraph of Article L. 214-24-2, the sale with passport in a Member State of the European Union, other than France, of shares or shares of FIA established in a third country by an approved manager established in a third country whose France is the reference Member State is subordinated:
« 1° Compliance by the manager with the legislative and regulatory provisions applicable to portfolio management companies;
« 2° The existence of appropriate modalities of cooperation, intended for the monitoring of systemic risk and in accordance with international standards, between the Autorité des marchés financiers and the Autorité de surveillance du pays tiers where the FIA is established, in order to ensure an exchange of information enabling the Autorité des marchés financiers to carry out its mandates under books V and VI;
« 3° In the absence of registration of a third country in which the manager or the IAF is established on the lists published by the international bodies involved in the fight against money-laundering or the financing of terrorism of the States or territories whose legislation or practices hinder the effective execution of the tasks of the Financial Action Group;
« 4° Upon signature, between the third country in which the FIA and France is established, as well as any other member State in which it is anticipated that the shares or shares of the FIA of third countries will be marketed, an agreement that meets the standards set out in Article 26 of the OECD Model Tax Convention concerning Income and Capital and guarantees an exchange of tax information, including any multilateral tax agreement.
"Art. O.C. 214-32-4-1.-The Autorité des marchés financiers ensures that the notification file under section L. 214-24-2 is complete.
"It transmits the file to the competent authorities of the host Member State in which it is anticipated that the shares or shares of the IAF will be marketed, no later than twenty working days after the date of receipt of the notification letter and of all documents constituting the file.
“Paragraph 2
« Depositary
"Art. D. 214-32-4-2.-In accordance with Article L. 214-24-7, the designation of a depositary in a third country shall be subject to:
« 1° The existence of modalities for cooperation and exchange of information between the competent authorities of the Member States in which it is envisaged that the shares or shares of the IAF of third countries are marketed, the competent authorities of the Member State of origin of the management society and the competent authorities with respect to the depositary;
« 2° Compliance by the depositary with effective prudential regulation, particularly with respect to the minimum requirements of equity and the existence of adequate monitoring;
« 3° In the absence of a registration of the third country in which the depositary has its head office or branch on the lists published by the international bodies involved in the fight against money-laundering or the financing of terrorism, of the States or territories whose legislation or practices hinder the effective execution of the missions of the Financial Action Group;
« 4° At the conclusion, with the third country in which the depositary is established, by the Member States in which it is anticipated that the shares or shares of the FIA of third countries are marketed and, to the extent that it is different, the member State of origin of the management society, an agreement in accordance with the standards set out in Article 26 of the OECD model of tax convention concerning income and fortune and guaranteeing an exchange of multilateral information in tax matters, including any agreement
« 5° If the depositary is contractually responsible for the IAF or the holders of shares or shareholders of the IAF, under the same conditions as those provided for in I and II of Article L. 214-24-10 and Article L. 214-24-11 and declares to refrain from delegating to third parties the functions provided for in I and III of Article L. 214-24-8.
"When the Autorité des marchés financiers disagrees with the appreciation given by the competent authorities of the Member State of origin of the management company on the application of the 1°, 2° and 3° of this article, it may refer to the European Autorité des marchés financiers.
“Paragraph 3
« Evaluation
“Paragraph 4
“Information
"Art. D. 214-32-5.-The annual IAF report is published no later than six months after the end of the fiscal year.
"However, when the IAF publishes an annual financial report in accordance with Article L. 451-1-2, the report is published no later than four months after the end of the fiscal year.
“Paragraph 5
“ Participation and control
"Art. D. 214-32-6.-The notification provided for in Article L. 214-24-22 shall be made as soon as possible and not later than ten working days from the date on which the IAF has either reached, or increased or decreased, one of the thresholds mentioned in that section.
"Art. D. 214-32-7.-For the calculation of the percentage of voting rights held by the FIA, are taken into account, in addition to the voting rights it holds directly, the voting rights of a company that it controls or those of a natural or legal person acting on its own behalf, but on behalf of the FIA or on behalf of a company that the FIA controls.
"The percentage of voting rights is calculated on the basis of all actions to which voting rights are attached, even if the exercise of voting rights is suspended.
"Art. D. 214-32-7-1.-The IAF or its management company shall notify the takeover of:
« 1° To the society concerned;
« 2° To shareholders of the relevant company whose identity and contact information is made available to the IAF or its management company, or may be communicated to it by the relevant company itself, or are on a register to which the IAF or its management company may have access;
« 3° At the Autorité des marchés financiers.
"Art. D. 214-32-7-2.-The notification referred to in Article D. 214-32-7-1 contains the following information:
« 1° The consequences of the operation on voting rights;
« 2° The conditions for taking control, including information on the identity of the various shareholders involved, on any natural or legal person authorized to exercise the voting rights on their behalf and, where applicable, all companies through which voting rights are effectively held;
« 3° The date of the takeover.
"Art. D. 214-32-7-3.-In its notification to the company concerned, the FIA or its management company requests the board of directors of the company concerned or its equivalent, to inform without delay the representatives of the employees or, failing that, the employees themselves, the takeover by the FIA and the information referred to in Article D. 214-32-7-2. The FIA or its management company ensures that this is the case.
"Art. D. 214-32-7-4.-The notification referred to in Article D. 214-32-7-1 shall be made as soon as possible and not later than ten working days from the taking of control.
"Art. D. 214-32-7-5.-The IAF or its management company shall transmit the information referred to in Article D. 214-32-7-6:
« 1° To the society concerned;
« 2° To shareholders of the relevant company whose identity and contact information is made available to the IAF or its management company, or may be communicated to it by the relevant company itself, or are on a register to which the IAF or its management company may have access;
« 3° To the Autorité des marchés financiers;
« 4° To the competent authorities in respect of the corporation designated for this purpose by the Autorité des marchés financiers, if requested by the Autorité des marchés financiers.
"Art. D. 214-32-7-6.-The IAF or its management company shall inform the persons referred to in Article D. 214-32-7-5:
« 1° The identity of IAFs or their management companies that, either individually or as a result of an agreement with other IAFs or their management companies, have acquired control of the company concerned;
« 2° Policy on the prevention and management of conflicts of interest, including between the IAF or its management company and the relevant company, including information on measures to ensure that any agreement between the IAF or its management company and the company concerned is entered into under normal competition conditions;
« 3° From the external and internal communication policy of the company concerned, in particular regarding employees.
"Art. D. 214-32-7.-In its notification to the company concerned, the FIA or its management company requests the board of directors of the company or its equivalent, to transmit promptly to the representatives of the employees or, failing that, to the employees themselves, the information referred to in Article D. 214-32-7-6.
"Art. D. 214-32-7-8.-The IAF or its management company informs of its intentions regarding the activity of the company concerned and the possible impact on employment, including any significant change in terms of employment:
« 1° The company concerned;
« 2° The shareholders of the relevant company whose identity and contact information is made available to the IAF or its management company or may be obtained from the relevant company or appear on a register to which the IAF or its management company may have access.
"In addition, the FIA or its management company requests and ensures that the board of directors of the company concerned, or its equivalent, shall make available to the representatives of the employees or, if not, employees themselves, the information referred to in the first paragraph.
"Art. D. 214-32-7-9.-The FIA or its management company shall provide to the Autorité des marchés financiers and to the holders of shares or shareholders of the FIA the information relating to the financing of the acquisition of the corporation concerned.
"Art. D. 214-32-7-10.-The IAF or its management company:
"1° Requests and ensures that the annual report of the company concerned, prepared in accordance with Article D. 214-32-7-11 and established within the time limit provided by the regulations in force, is made available by its board of directors or equivalent to the representatives of employees or, if not, employees themselves; or
« 2° Includes in the annual report referred to in Article L. 214-24-19 the information referred to in Article D. 214-32-7-11 relating to the corporation concerned.
"Art. D. 214-32-7-11. -The additional information contained in the annual report of the corporation concerned or the IAF, pursuant to Article D. 214-32-7-10, shall contain a faithful presentation on the development of the activities of the company concerned reflecting the situation at the end of the period covered by the annual report.
“This report also mentions:
« 1° Major events that occurred after the year ended;
« 2° The predictable evolution of the society concerned;
« 3° The information referred to in paragraph 2 of Article 22 of Council Directive 77/91/EC of 13 December 1976 to coordinate to make them equivalent the guarantees that are required in the member states of the companies within the meaning of Article 58, second paragraph, of the treaty, with a view to the protection of the interests of both partners and third parties, with regard to the formation of the anonymous company and the maintenance and modification of its capital, with regard to the acquisition of its own shares.
"Art. D. 214-32-7-12.-The IAF or its management company:
« 1° Requests and ensures that the board of directors of the company concerned or its equivalent shall make available to the representatives of the employees, or failing them, of the employees themselves the information relating to the company concerned referred to in 2° of Article D. 214-32-7-10, within the period referred to in Article D. 214-32-5; or
"2° Make available to the holders or shareholders of the FIA the information referred to in the 1st of Article D. 214-32-7-10, provided that they are already available, within the period referred to in Article D. 214-32-5, and no later than the date of writing of the annual report of the company concerned.
"Art. D. 214-32-7-13.-For a period of twenty-four months following the takeover of the company by the FIA, the company or its management company:
« 1° is not permitted to facilitate, support or order the distribution defined in D. 214-32-7-14 and D. 214-32-7-15, the capital reduction, the acquisition of shares or the acquisition of its own shares by the corporation;
« 2° Do not vote, within the governing bodies of the corporation concerned, in favour of a distribution, a reduction of capital, a redemption of shares or acquisition of its own shares by the corporation concerned;
« 3° Make every effort to prevent distributions, capital cuts, share buybacks or the acquisition of its own shares by the corporation concerned.
"Art. D. 214-32-7-14.-The obligations imposed on the IAF or the management corporation under section D. 214-32-7-13 relate to:
« 1° A distribution to shareholders where, at the closing date of the last fiscal year, the net inventory value as defined in the annual accounts of the corporation concerned is, or would become as a result of such distribution, less than the amount of the capital subscribed, increased reserves that cannot be distributed under the law or the statutes of the corporation. When the amount of the non-called subscribed capital is not included in the assets in the annual balance sheet, this amount is deducted from the amount of the capital subscribed;
« 2° Any distribution made to shareholders whose amount would exceed the amount of profits at the end of the last fiscal year, increased the deferred profits as well as the debits made on reserves available to that effect, and reduced the deferred losses as well as amounts laid in reserve in accordance with the law or the statutes of the corporation;
« 3° To the acquisitions of shares by the corporation concerned, to the extent that they are authorized, including the shares previously acquired and held by the corporation and the shares acquired by a person acting on its own behalf but on behalf of the corporation, which would have the effect of lowering the net inventory value under the amount mentioned in the 1°.
"Art. D. 214-32-7-15.-For the purposes of Article D. 214-32-7-14:
« 1° The term "distribution" includes payment of dividends and interest in shares;
« 2° The capital cut-off provisions do not apply to a reduction in the amount of the capital that is subscribed to, or to include money in a non-distributable reserve, provided that, at the end of the transaction, the amount of the said reserve is not more than 10% of the capital undersigned;
« 3° The restriction referred to in the 3rd of Article D. 214-32-7-14 shall be subject to paragraph 1 (h) of Article 20 of Directive 77/91/ EEC of the Council of 13 December 1976 referred to above when the registered office of the concerned company is established in a Member State having exercised the option provided for in these provisions.
"Art. D. 214-32-8.-For the application of 2° of Article L. 214-24-23, Articles D. 214-32-5 to D. 214-32-7-7 and Articles D. 214-32-7-13 to D. 214-32-7-15 are applicable to the IAF or its management company.
"Subsection 2
« Funds open to non-professional investors
“Paragraph 1
"General Investment Fund
“Subparagraph 1
"General Investment Fund Regime with a General Purpose
"Art. R. 214-32-9.-For the purposes of sub-paragraphs 2 and 3, where a general purpose investment fund is made up of several compartments, each compartment is considered a separate general purpose investment fund.
“Subparagraph 2
« Operating rules
"Art. D. 214-32-10.-The initial capital of a SICAV cannot be less than €300,000.
"Art. R. 214-32-11.-It is the convocation to the General Assembly of the shareholders of a SICAV and the information of the shareholders on the merging or splitting projects in the same manner as the ones provided for by the respective Articles R. 225-67 and R. 236-2 of the Trade Code for companies whose financial securities are not admitted to negotiations on a regulated market or whose shares are nominal.
« Les Articles R. 225-73 and R. 225-73-1 of the Commercial Code are not applicable to SICAV.
"Art. D. 214-32-12.-The SICAV intended to receive assets whose assignment would not be in accordance with the interests of shareholders, pursuant to Article L. 214-24-32, takes the form of a professional specialized investment company.
"In accordance with the third paragraph of Article L. 214-157, its statutes provide that its activity corresponds to the extinctive management of any assets transferred to it during the split.
"By derogation from article D. 214-32-10, its initial capital may be less than €300,000 without being less than €1.
"In accordance with Article L. 214-24-33, the SICAV cannot redeem its shares.
"The SICAV intended to receive assets other than those mentioned in the first paragraph is of the same nature as the SICAV object of the split.
"The depositary and the auditor of the two SICAV from the split are, at the time of the creation of these, the same as those of the SICAV subject to the split.
"The SICAV object of the split immediately informs the shareholders and transmits to them a report justifying the split decision and detailing the terms and conditions. The prospectus and, where applicable, the key information documents for the investor of the two SICAVs from the split are also available to them.
"The management costs of the SICAV referred to in the first paragraph must be adapted to extinctive management.
"Art. D. 214-32-13.-The minimum amount of assets to be collected by mutual funds during their constitution is €300,000.
"Art. D. 214-32-14.-In-kind contributions to the establishment of a joint investment fund shall be assessed on the same basis as the contributions of subsequent securities and on the terms and conditions established by the settlement of the fund.
"Art. O.C. 214-32-15.-The fund intended to receive assets whose assignment would not be in accordance with the interest of the carriers, pursuant to section L. 214-24-41, shall be in the form of specialized professional funds.
"In accordance with the third paragraph of section L. 214-157, its regulations provide that its activity corresponds to the extinctive management of any assets transferred to it during the split.
"By derogation from article D. 214-32-13, the initial amount of its assets may be less than €300,000 without being less than €1.
"In accordance with Article L. 214-24-41, the fund cannot redeem its shares.
"The fund to receive assets other than those mentioned in the first paragraph is of the same nature as the fund subject to the split.
"The depositary, the auditor and the management company of the two funds derived from the split are, at the time of the creation of the two funds, the same as the funds subject to the split.
"The management company shall immediately inform the holders of the scission-related fund, including a report supporting the scission decision and detailing the terms and conditions. It also provides prospectus and, where appropriate, key information documents for the investor of the two split funds.
"At the latest, within eight days of the completion of the split, the auditors prepare a report setting out the list of assets transferred during the split. This report is made available to shareholders by the management company.
"The fund management costs referred to in the first paragraph must be appropriate to extinctive management.
“Subparagraph 3
"Invest rules
"Art. R. 214-32-16.-I. ― Eligible financial securities referred to in 1° of Article L. 214-24-55 meet the following conditions:
« 1° The potential loss to which their detention exposes the general purpose investment fund is limited to the amount it has paid to acquire them;
« 2° Their liquidity does not compromise the capacity of the general purpose investment fund to comply with the provisions of Articles L. 214-24-29 and L. 214-24-34;
« 3° A reliable evaluation of these is available in the following form:
“(a) In the case of financial securities of 1° to 4° I of Article R. 214-32-18, in the form of accurate, reliable and regularly established prices, which are either market prices or prices provided by independent review systems of issuers;
“(b) In the case of financial securities under section II of R. 214-32-18, in the form of a periodic assessment, based on information from the issuer or from a financial analysis service referred to in section L. 544-1;
« 4° Appropriate information concerning them is available in the following form:
“(a) In the case of financial securities of 1° to 4° I of Article R. 214-32-18, in the form of specific, complete and regularly provided information to the market on the financial title concerned or, where applicable, on the assets underlying this instrument;
“(b) In the case of financial securities under section II of R. 214-32-18, in the form of specific information and regularly provided to the general purpose investment fund on the financial instrument in question or, where applicable, on the assets underlying this instrument;
« 5° They are negotiable;
« 6° Their acquisition is consistent with the management objectives or investment policy of the general purpose investment fund, as set out in investor information documents;
« 7° The risks involved are considered appropriately by the risk management process of the general purpose investment fund.
"For the application of 2° and 5° of this I, the financial instruments under 1° to 3° of Article R. 214-32-18 are presumed not to compromise the capacity of the general purpose investment fund to comply with the provisions of Articles L. 214-24-29 and L. 214-24-34. They are also presumed to be negotiable unless the general purpose investment fund has information leading to different conclusions.
“II. ― Are assimilated to eligible financial securities the shares or shares of collective investments of French law, of OPCVM of foreign law, of FIA established in other Member States of the European Union or of foreign investment funds of a closed type that meet the following rules:
« 1° These shares or shares respect the conditions mentioned in I;
« 2° In the event that the collective investment or investment fund is incorporated as a corporation, it is subject to the corporate governance mechanisms applied to corporations;
« 3° When financial management is exercised by another entity on behalf of the collective investment or investment fund, the entity is subject to national regulations to ensure the protection of investors.
"III. ― Are considered to be eligible financial instruments that meet the following rules:
« 1° They respect the conditions mentioned in I;
« 2° They are dependent on other assets or related to the performance of other assets, which may be different from those mentioned in L. 214-24-55.
"Art. R. 214-32-17.-The instruments of the monetary market mentioned in 2° I of Article L. 214-24-55 meet the following rules:
« 1° They meet at least one of the following criteria:
“(a) They have a maturity at the program up to 397 days;
“(b) They have a residual maturity of up to 397 days;
"(c) Their yield is subject to regular adjustments, at least every 397 days, in accordance with the conditions of the monetary market;
"(d) Their risk profile, particularly with respect to credit risk and interest rate risk, corresponds to those of instruments that have a residual maturity or maturity, respectively, in accordance with that referred to in a and b, or whose performance is adjusted in accordance with those referred to in c;
« 2° They may be disposed of at a limited cost within a short and appropriate period, given the obligation of the general purpose investment fund to redeem or repay its shares or shares at the request of any carrier or shareholder;
« 3° There are accurate and reliable assessment systems that meet the following criteria:
“(a) They allow the general purpose investment fund to calculate a net inventory value corresponding to the value to which the financial instrument held in portfolio could be exchanged between well-informed and consenting parties, as part of a transaction conducted under normal competition conditions;
“(b) They are based either on market data or on assessment models, including amortized cost-based systems. These models should not lead to significant deviations from the instrument's market value.
"The conditions mentioned in 2° and 3° are deemed to be satisfied for the instruments of the monetary market under 1° to 3° of the I of Article R. 214-32-18 unless the general purpose investment fund has information leading to different conclusions.
"Art. R. 214-32-18.-I. ― Eligible financial securities and monetary market instruments referred to in Article L. 214-24-55 are:
« 1° Eligible financial securities and instruments of the monetary market admitted to trading in a regulated market within the meaning of Article L. 422-1;
« 2° Eligible financial securities and instruments of the monetary market allowed to negotiate on another regulated market, in regular operation, recognized, open to the public and whose seat is located in a Member State of the European Union or in another State Party to the Agreement on the European Economic Area;
« 3° Either eligible financial securities and instruments of the monetary market admitted to the official rating of a stock exchange of values of a third country or negotiated on another market of a third country, regulated, in regular operation, recognized and open to the public, provided that this stock exchange or market is not included in a list established by the Autorité des marchés financiers or that the choice of that stock or market is provided for by law or by regulation or by statute or by regulation
« 4° Newly issued eligible financial securities, provided that:
“(a) The terms and conditions of issuance include the commitment that an application for admission to the official listing of a stock exchange or another regulated market, in regular, recognized and open operation to the public, will be introduced, provided that this stock exchange or market is not included in a list established by the Autorité des marchés financiers or that the choice of this stock exchange or market is provided for by law or by regulation or by the statutes of the general investment fund;
“(b) The admission referred to has been obtained within one year from the date of issuance;
« 5° Both instruments of the monetary market referred to in 2° I of Article L. 214-24-55, other than those negotiated in the regulated markets within 1° to 3°, provided that the issue or issuer of these instruments are themselves subject to regulations to protect investors and savings and that these instruments also comply with the conditions referred to in Article R. 214-32-20.
"Assimilated to securities admitted to the negotiation on a market under this I, the negotiable debt securities issued by a transmitter referred to in 1° I of Article R. 214-32-20, as long as these securities comply with the requirement set out in the V of this article.
“II. ― A general purpose investment fund may not employ more than 10% of its assets in eligible financial securities or monetary market instruments that do not meet the conditions mentioned in I.
"It cannot acquire representative certificates of precious metals.
"Art. R. 214-32-19.-I. ― The assets of a general purpose investment fund may also include, within the limit of 10% provided for in II of section R. 214-32-18:
« 1° Subscription vouchers;
« 2° Cash vouchers;
« 3° promissory notes;
« 4° Mortgage tickets;
« 5° IAF shares or shares established in another Member State of the European Union or foreign investment funds meeting the criteria established by the General Regulation of the Autorité des marchés financiers;
« 6° Shares or shares of FIA or securities collective investment organizations:
“(a) Foster collective investment organizations referred to in articles L. 214-22 and L. 214-24-57;
"(b) OPCVM benefiting from a lightened procedure referred to in Article L. 214-35 in its drafting prior to 2 August 2003;
"(c) OPCVM and FIA under subsections 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3 of this section that invest more than 10% of their assets in shares or shares of collective investments or investment funds;
"(d) General purpose professional funds referred to in Article L. 214-144;
“e) Specialized professional funds referred to in Article L. 214-154;
“(f) Common risk investment funds referred to in Article L. 214-28, joint investment funds in innovation referred to in Article L. 214-30, community investment funds referred to in Article L. 214-31 and professional investment capital funds referred to in Article L. 214-160;
“(g) Common Future Market Response Funds 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 ;
« 7° Eligible financial securities and instruments of the monetary market that do not meet the conditions set out in I of Article R. 214-32-18;
« 8° Shares or shares of real estate collective investment organizations, professional real estate investment organizations or foreign organizations mentioned in the 5th I of Article L. 214-36.
"In addition, are included within the limit of 10% referred to in the first paragraph the shares or shares of OPCVM, FIA falling under paragraphs 1.2 and 6 of subsection 2 of subsection 2 or subsection 1 of subsection 1 of subsection 3 of this section, FIA falling under another Member State of the European Union or foreign investment funds themselves invested in shares of more than 10% in
"For the purposes of this paragraph, the shares of a fixed-rate real-estate investment corporation referred to in Article L. 214-62 shall be within 8°.
“II. ― The assets of a general purpose investment fund may also include, within the limit of 10% provided for in I, receivables, if they meet the following rules:
« 1° The property of the debt 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 receivable is not subject to any security other than those eventually incorporated for the purpose of managing the general purpose investment fund;
« 3° The receivable is the subject of a reliable valuation in the form of a specific and regularly 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 debt allows the general purpose investment fund to meet its obligations with respect to the execution of the redemptions against its holders and shareholders, as defined by its statutes or by-laws.
"Art. R. 214-32-20.-I. ― The instruments of the monetary market mentioned in the 5th I of Article R. 214-32-18 are:
« 1° Issued or guaranteed by:
“(a) A Member State of the European Union or another State Party to the Agreement on the European Economic Area or, for one of these States, in the case of a Federal State, one of the members of the Federation;
“(b) A regional or local community of a Member State of the European Union or another State Party to the Agreement on the European Economic Area;
“(c) The European Central Bank;
"(d) The Central Bank of a Member State or another State Party;
“e) The European Union;
“(f) The European Investment Bank; or
“(g) An international public body of which one or more member States or other States parties are part;
« 2° Emitted by a company whose securities are negotiated in the markets mentioned in 1° to 3° of the I of Article R. 214-32-18;
« 3° Emitted or guaranteed by an establishment subject to prudential supervision, whose headquarters is located in a Member State of the European Union, or by an establishment that meets one of the following criteria:
“(a) It is located in the European Economic Area;
“(b) It is located in a country on a list set by order of the Minister responsible for the economy;
"(c) It receives an external evaluation of an agency referred to in Article L. 544-4, meeting conditions fixed by the same order;
"(d) It is subject to and conforms to prudential rules at least as strict as those for establishments under this 3° and whose seat is located in a Member State of the European Union;
« 4° Emitted by another entity subject to investor protection rules equivalent to those provided for in 1° to 3° of this I and having either the status of a corporation whose increased capital of reserves is at least 10 million euros and presenting its annual accounts in accordance with Directive 78/660/ EEC of the Council of 25 July 1978 concerning the annual accounts of certain forms of societies, transposed by the Articles L. 123-12 to L. 123-24 of the Commercial Codethe status of an entity dedicated to the financing of a group within the meaning of Directive 83/349/ EEC of the Council of 13 June 1983 concerning consolidated accounts, comprising at least one corporation whose securities are admitted to negotiations on a regulated market within the meaning of Article R. 214-32-18, i.e. the status of a securitization entity with a bank financing line granted by an establishment referred to in this 3rd.
“II. ― The instruments of the monetary market referred to in 5° I of Article R. 214-32-18 meet the following criteria:
« 1° They meet one of the conditions set out in 1° of article R. 214-32-17 and the criteria set out in 2° and 3° of that same article;
« 2° Appropriate information on these instruments is available, including information to properly assess credit risks related to investment in these instruments, taking into account the III, IV and V of this article;
« 3° They are freely negotiable.
"III. ∙ For instruments of the monetary market that fall within 2° and 4° of I of this article or for those issued by the regional or local authorities referred to in 1° of I or by an international public body without being guaranteed by a State or by one of the members of a federal State mentioned in 1° of I, the appropriate information, which shall allow to properly assess the credit risk associated with the instrument, shall include the following information:
« 1° Information on the issuer's issuance or program and the legal and financial situation before the issuance of the monetary market instrument. This information is regularly updated, especially whenever a significant event occurs and is verified by qualified third parties who do not receive instructions from the issuer;
« 2° The information mentioned in 1°, regularly updated and whenever a notable event occurs and verified by qualified third parties who do not receive instructions from the transmitter;
« 3° Available and reliable statistics on the program or program.
"IV. ∙ For instruments in the monetary market that fall within 3° of I of this article, the appropriate information that must be used to properly assess the risk of credit related to the instrument shall include the following information:
« 1° Information on the issuer's issuance or program or on the issuer's legal and financial situation prior to the issuance of the monetary market instrument. This information is regularly updated and whenever a notable event occurs;
« 2° The information mentioned at 1°, regularly updated and whenever a notable event occurs;
« 3° Available and reliable statistics on the issue or program or other data to properly assess credit risks related to investment in these instruments.
"V. ― For instruments of the monetary market that fall under 1° of I, with the exception of those that fall under III and those issued by the European Central Bank or by a central bank mentioned in 1° of I, the appropriate information that must allow to properly assess the risk of credit related to the instrument includes information regarding the issue or program of issue or concerning the legal and financial situation of the issuer before the issuance of the instrument.
"Art. R. 214-32-21.-The deposits referred to in 4° of the I of Article L. 214-24-55 are deposits made with a reimbursable credit institution on request or that may be withdrawn and having a maturity of less than or equal to twelve months, provided that the credit institution has its registered office in a Member State of the European Union or in another State Party to the agreement on the European Space
"Art. R. 214-32-22.-A general purpose investment fund may enter into financial contracts referred to in 5° of I of Article L. 214-24-55 on the markets referred to in 1°, 2° or 3° of I of Article R. 214-32-18 or negotiated voluntarily under the following conditions:
« 1° These contracts cover one or more of the following:
“(a) Assets referred to in Article L. 214-24-55, including instruments with one or more characteristics of these assets;
“(b) Interest rates;
“(c) exchange rates or currencies;
"(d) Financial indices meeting the conditions set out in Article R. 214-32-25;
« 2° The counterparties of transactions on voluntary financial contracts are persons referred to in the second paragraph of Article R. 214-32-28;
« 3° Financial contracts may, at the initiative of the general purpose investment fund, be at any time sold, liquidated or terminated by a symmetrical transaction, at their market value, and are subject to a reliable and verifiable assessment on a daily basis, which is not based solely on the market prices given by the counterparty. This assessment meets the following criteria:
“(a) It is based on a current market value, which has been reliably established for the instrument or, if such value is not available, on a valuation model using a recognized and appropriate method;
“(b) It is audited by one of the following entities:
“(i) An appropriate third party, independent of the contracting partner, which operates on an appropriate frequency and modalities such as the general purpose investment fund can control it;
“ii) A general purpose investment fund service that is independent of operational functions and is able to carry out this audit.
"Art. R. 214-32-23.-The contracts entered into by a general purpose investment fund may include:
“(a) On goods. Exposure to the same contract for goods cannot exceed 10% of the asset. Significant correlations between contracts for goods entered into by the general purpose investment fund are taken into account in appreciating this limit under the terms and conditions set out in the general regulation of the Autorité des marchés financiers. The termination of these contracts can only result in the transfer of eligible elements to the assets of a general purpose investment fund;
“(b) By derogation from the limit of 10% set to a, a general purpose investment fund may extend the limit of exposure to the same contract to 20% where, in accordance with the regulations or statutes of the general purpose investment fund, the investment policy of this fund is intended to reproduce the composition of a financial index meeting the conditions set out in I of Article R. 214-32-25.
"A general purpose investment fund may extend the 20% limit referred to in the preceding paragraph to 35% when warranted by exceptional market conditions, particularly in the markets on which certain goods are largely dominant. Investment to this limit is permitted only for one contract;
"(c) On assets referred to in R. 214-32-19.
"Art. R. 214-32-24.-The underlying investment in financial contracts is taken into account in the application of the provisions of Article R. 214-32-29 and Article R. 214-32-33. Where these financial contracts are based on indices that meet the conditions set out in Article R. 214-32-25, it may be derogated from the provisions of the first paragraph.
"Art. R. 214-32-24-1.-I. ― Where an eligible financial title or monetary market instrument referred to in Article L. 214-24-55 has a financial contract that simultaneously meets the following three conditions, the latter shall be taken into account for the purposes of sections R. 214-32-24 and R. 214-32-41. These conditions are as follows:
« 1° Because of its presence, all or part of the cash flow that would otherwise involve the financial instrument in which the financial contract is included may be modified based on a rate of interest, the price of a financial instrument, a exchange rate, a price index or rate index, a rating or a credit index, or another specified variable and therefore varies in a manner similar to an autonomous derivative;
« 2° Its economic characteristics and the risks that the financial contract entails are not closely related to the economic characteristics of the financial instrument in which it is included or to the risk profile of the financial instrument;
« 3° The financial contract has a significant impact on the risk profile and valuation of the financial instrument in which it is included.
“II. ― The eligible financial title or monetary market instrument is not deemed to include a financial contract where one of its components is contractually negotiable regardless of the eligible financial title or monetary market instrument. Such a component is deemed to be a separate financial instrument.
"Art. R. 214-32-25.-I. ― The financial indices referred to in section R. 214-32-22 meet the following conditions:
« 1° Their composition is sufficiently diverse in that the following criteria are met:
“(a) The index is composed in such a way that price movements or trading activities affecting one of its components do not adversely affect its overall performance;
“(b) When the index is composed of instruments referred to in Article L. 214-24-55, its composition complies with the diversification rules referred to in I and II of Article R. 214-32-30;
"(c) When the index is composed of other assets, its composition is varied according to rules equivalent to those provided for in I and II of Article R. 214-32-30;
« 2° They are a representative standard of the market to which they refer, in that the following criteria are met:
“(a) The index measures, in a relevant and appropriate manner, the performance of a representative set of underlyings;
“(b) The index is reviewed or re-weighted at regular intervals so that it continues to reflect the markets to which it refers, in accordance with publicly available criteria;
"(c) The underlyings are liquid enough to allow users to reproduce the index, if any;
« 3° They are the subject of an appropriate publication, in that the following criteria are met:
“(a) Their publication is based on adequate procedures for the collection of prices and subsequent calculation and publication of the value of the index, including valuation procedures for components for which no market prices are available;
“(b) Relevant information on issues such as calculating the index, index weighting methodologies, index changes or any operational difficulties encountered in providing current or specific information is widely and in a timely manner.
“II. ― Where the composition of assets underlying financial contracts does not meet the criteria set out in I, these financial contracts are considered, when meeting the criteria set out in section R. 214-32-22, as financial contracts based on a combination of the assets referred to in paragraph 1 (c) of section R. 214-32-22.
"Art. R. 214-32-26.-A general purpose investment fund may enter into financial contracts that meet the characteristics of credit derivatives that meet the following criteria:
« 1° They allow the transfer of the credit risk associated with an asset mentioned in the 1st of Article R. 214-32-22 regardless of the other risks associated with that asset;
« 2° They give rise to the delivery or transfer of assets referred to in Article L. 214-24-55, including in the form of species;
« 3° They meet the criteria for voluntary financial contracts, referred to in 2° and 3° of R. 214-32-22;
« 4° The risks involved are considered appropriately by the risk management process of the general purpose investment fund, as well as by its internal control mechanisms in the event of a risk of asymmetry of information between the general purpose investment fund and the partner, resulting from the potential access of the fund to non-accessible information to the public regarding entities whose assets are used as underlying credit derivatives.
"The general regulation of the Autorité des marchés financiers specifies the conditions of application of this section.
"Art. R. 214-32-27.-I. ― A general purpose investment fund may use the techniques and instruments that deal with eligible financial securities and monetary market instruments, including pension transactions, assimilated acquisition or temporary assignment of securities, provided these techniques and instruments are used for the effective management of the portfolio.
"In no case do these techniques and instruments lead the general purpose investment fund to deviate from its investment objectives as set out in the settlement of the fund, the statutes of the SICAV or the prospectus of the general purpose investment fund.
“II. – The techniques and instruments mentioned in I meet the following criteria:
« 1° They are economically appropriate in that their implementation is cost-effective;
« 2° They are used to achieve one or more of the following objectives:
“(a) Risk reduction;
“(b) Cost reduction;
"(c) The creation of additional capital or income for the general purpose investment fund;
« 3° The risks involved are considered appropriately by the risk management process of the general purpose investment fund.
"III. – The operations mentioned in I also meet the following criteria:
« 1° They are carried out with a person mentioned in the second paragraph of Article R. 214-32-28;
« 2° They are governed by a framework convention referred to in articles L. 211-36 and L. 211-36-1;
« 3° They must comply with the 3rd of Article R. 214-32-22.
"They must be taken into account in the application of the general rules for the composition of the assets, the right-of-way ratios and the overall risk calculation rules defined in this paragraph. In addition, the exposure of the general purpose investment fund to the risk of counterparty on the same contractual partner resulting from these transactions is cumulative with that resulting from the voluntary financial contracts concluded with the same contracting partner for the assessment of the limits set out in III of section R. 214-32-29.
"Art. R. 214-32-28.-I. ― A general purpose investment fund cannot grant credits or be guarantor on behalf of third parties.
"However, it may acquire financial instruments referred to in Article L. 214-24-55 not fully released.
“II. ― A general purpose investment fund may, in order to achieve its management objective, receive or grant the guarantees referred to in Article L. 211-38, under the conditions set out in that same article, as well as receive solidarity bonds or guarantees at first request.
"The general purpose investment fund can only receive guarantees if it is granted to it by an institution having the status of depositary of a collective investment agency, a credit institution whose seat is established in a Member State of the Organisation for Economic Cooperation and Development or an investment company whose seat is located in a Member State of the European Union or in another State Party to the agreement on the European Economic Area and which is entitled
"When the guarantees granted by a general-purpose investment fund are security rights, the constituent instrument of these security rights defines:
« 1° The nature of the property or rights that the beneficiary of the security rights may use or dispose of. In the absence of this indication, the beneficiary may only use or dispose of deposits, liquidities or financial instruments mentioned in 1°, 2° or 3° of I of Article L. 214-24-55;
« 2° The maximum amount of property or rights that the beneficiary of the security rights may use or dispose of. This maximum amount cannot exceed 100% of the recipient's debt on the general purpose investment fund. The general regulation of the Autorité des marchés financiers specifies the modalities for calculating the beneficiary's debt on the general purpose investment fund.
"The terms and conditions for the valuation of property or rights guaranteed by a general purpose investment fund are defined in the forming of guarantees or in an annexed contract between the parties. In the absence of having provided for these valuation procedures, the enforcement of the guarantees may only be related to deposits, liquidity or financial instruments mentioned in 1°, 2° or 3° of I of Article L. 214-24-55. The general regulation of the Autorité des marchés financiers specifies the terms and conditions for the valuation of assets or rights guaranteed by the general purpose investment fund.
"When the guarantees take the form of deposits, they are made with a credit institution referred to in R. 214-32-21. The other provisions of section R. 214-32-21 do not apply to these deposits, within the limits of the consideration risk coverage requirements.
"Art. R. 214-32-29.-I. ― A general purpose investment fund can no longer invest:
"1° 5% of its assets in eligible financial securities or monetary market instruments issued by the same issuer;
"2° 20% of its assets in eligible financial securities or monetary market instruments issued by the same entity;
"3° 20% of its assets in deposits placed with the same entity.
"The risk of counterparty of the general purpose investment fund on the same partner resulting from voluntary financial contracts cannot exceed 10% of its assets when the partner is a credit institution referred to in the second paragraph of Article R. 214-32-28 and 5% in other cases.
“II. – By derogation from the 5% limit set at 1° of I, a general purpose investment fund may invest up to 10% of its assets in eligible financial securities or monetary instruments issued by the same issuer. However, the total value of eligible financial securities and monetary market instruments held by the general purpose investment fund to the issuers in each of whom it invests more than 5% of its assets does not exceed 40% of its assets.
"III. ― Notwithstanding the individual limits set out in I and II, a general purpose investment fund cannot combine, when this would result in more than 20% of its assets being invested in the same entity, many of the following:
« 1° Investments in eligible financial securities or monetary market instruments issued by that entity;
« 2° Deposits with that entity;
« 3° Risks arising from transactions on voluntary financial contracts with that entity.
"IV. - By derogation from the limits set at 1° and 2° of I, a general purpose investment fund:
« 1° Can use in eligible financial securities and instruments of the monetary market mentioned in 1° or 2° of the I of Article L. 214-24-55 issued or guaranteed by the same entity up to 35% of its assets if these securities or instruments are issued or guaranteed by a Member State of the European Union or another State Party to the Agreement on the European Economic Area, by its territorial public authorities, by a third country or by public bodies Member States of the European Union or other States parties to the Agreement on the European Economic Area or if they are securities issued by the Social Debt Fund;
« 2° Can use in bonds issued by the same entity up to 25% of its assets if these securities are land obligations issued by the land credit companies pursuant to 2° I of Article L. 515-13 or obligations issued by a credit institution which has its registered office in a Member State of the European Union or in another State Party to the agreement on the European Economic Area and which is legally subject to public surveillance
"In particular, the amounts arising out of the issuance of these obligations are invested, in accordance with the law, in assets that, throughout the period of validity of the obligations, may cover the claims arising out of the obligations and that are assigned by privilege to the reimbursement of capital and to the payment of accrued interest in the event of default of the issuer.
"The exemption provided for in this 2° also applies to obligations issued by a credit institution whose exclusive purpose is to refinance promissory notes in accordance with the provisions of sections L. 313-42 to L. 313-49, issued to mobilise long-term claims representative of housing loans, provided that these obligations have identical characteristics to that of the notes.
"V. ― When a general purpose investment fund invests more than 5% of its assets in the obligations mentioned in 2° of IV and issued by the same issuer, the total value of these investments does not exceed 80% of the value of the assets of the general purpose investment fund.
"VI. ― Eligible financial securities and monetary market instruments mentioned in IV are not taken into account for the application of the 40% limit set out in II.
« VII. ― The limits set out in I to V shall not be combined and, therefore, investments in eligible financial securities, receivables or instruments of the monetary market issued by the same entity or in deposits or financial contracts entered into with that entity in accordance with I to V of this Article shall in no case exceed a total of 35% of the assets of the general purpose investment fund.
« VIII. - Companies that are grouped for consolidation of accounts within the meaning of Directive 83/349/EC of 13 June 1983 or in accordance with recognized international accounting rules are considered to be a single entity for the calculation of the limits provided for in this Article.
"Art. R. 214-32-30.-I. ― By derogation from the 10% limit set out in II of Article R. 214-32-29, a general purpose investment fund may employ up to 20% of its assets in shares and debt securities of the same issuer when, in accordance with the regulation of the fund or the statutes of the SICAV, the investment policy of the general purpose investment fund has
« 1° The composition of the index is sufficiently diverse;
« 2° The index is a representative standard of the market to which it refers and the supplier uses a recognized method that does not, as a general rule, exclude a large market issuer to which the index refers;
« 3° The method of establishing and disseminating this index meets the following criteria:
“(a) It is accessible to the public;
“(b) The supplier of this index is independent of the general purpose investment fund. When the index supplier and the general purpose investment fund are part of the same group within the meaning ofArticle L. 233-16 of the Commercial Codeany provision is made to avoid conflicts of interest.
“II. ― By derogation from I, a general purpose investment fund may extend the limit of 20% of its assets to 35% for the same issuer when it is justified by exceptional market conditions, particularly in regulated markets where certain securities or instruments in the monetary market are largely dominant. Investment to this limit is permitted only for one issuer.
"Art. D. 214-32-31.-The shares or shares of general-purpose investment funds authorized for commercialization in France whose investment policy is intended to reproduce the composition of an index may be the subject of an admission to negotiations on a market of regulated financial instruments provided that these general-purpose investment funds have put in place a device to ensure that the course of their shares or shares does not The Autorité des marchés financiers appreciates the maximum acceptable deviation from the characteristics of the assets of these funds and the markets on which they are listed. This deviation may not exceed 5%.
"Art. R. 214-32-32.-By derogation from Article R. 214-32-29, a general purpose investment fund may place, according to the principle of risk distribution, up to 100% of its assets in various eligible financial securities and instruments of the monetary market mentioned in the 1st of Article R. 214-32-29.
"These eligible financial securities and monetary market instruments belong to at least six different emissions, without the same emission values exceeding 30% of the total asset of the general purpose investment fund.
"Art. R. 214-32-33.-A general purpose investment fund governed by this paragraph may employ up to 50% of its assets in shares or shares of a single collective investment, OPCVM or FIA in foreign law, or foreign investment funds referred to in R. 214-32-42.
"Art. R. 214-32-34.-When a general purpose investment fund has acquired shares or shares of a collective investment of French law, a UCITS constituted on the basis of a foreign law, an IAF established in another Member State of the European Union or an investment fund of foreign law, it does not combine the assets of these IAFs, of these collective investments-29
"Art. R. 214-32-35.-I. ― A SICAV or a management corporation acting for all of the general purpose investment funds it manages does not acquire shares with the right to vote allowing it to exert a significant influence on the management of a transmitter.
“II. ― A general purpose investment fund can no longer hold:
"1° 10% of capital securities without the right to vote of the same issuer;
"2° 10% of debt securities of the same issuer;
"3° 10% of monetary market instruments issued by the same issuer.
"The limits set out in 2° and 3° may not be met at the time of the acquisition if, at that time, the gross amount of debt securities or instruments of the monetary market or the net amount of the issued securities cannot be calculated.
"III. ― A general purpose investment fund may hold up to 100% of the shares or shares of the same collective investment, UCITS or IAF of foreign law or investment funds referred to in R. 214-32-42.
"IV. ― It may be derogated from I and II of this article with respect to:
« 1° Eligible financial securities and monetary market instruments issued or guaranteed by a Member State of the European Union or its territorial public authorities;
« 2° Eligible financial securities and monetary market instruments issued or guaranteed by a third country;
« 3° Eligible financial securities and monetary instruments issued by an international public body including one or more Member States are a party;
« 4° The shares held by a general purpose investment fund in the capital of a corporation incorporated in a third country investing its assets primarily as securities of issuers having their registered office in that country where, under the legislation of the latter, such participation constitutes the sole possibility for the general purpose investment fund to invest in securities of issuers of that country;
« 5° The shares held by one or more SICAV in the capital of subsidiary companies carrying only management, advice or marketing activities in the country where the subsidiary is established, with respect to the redemption of shares at the request of the holders exclusively for its account or for their account.
"The derogation referred to in the 4th is only applicable provided that the corporation of the third country respects, in its investment policy, the limits established by I and II and articles R. 214-32-29, R. 214-32-33, and R. 214-32-34.
"V. ― A general purpose investment fund cannot hold more than 10% of receivables from the same entity.
"Art. R. 214-32-36.-A general purpose investment fund can hold up to 25% of the same category of financial securities of the same issuer when the latter is a joint venture mentioned in the article.Article L. 3332-17-1 of the Labour Code.
"Art. R. 214-32-37.-I. ― A general-purpose fund can use up to 100% of its assets in shares or shares of the same UCITS or a master FIA and hold up to 100% of its shares or shares.
“II. ― Generally-generated investment funds may enter into financial contracts under the conditions set out in sections R. 214-32-22 to R. 214-32-26 and the last paragraph of Article R. 214-32-29.
"Art. R. 214-32-38.-I. ― Asset composition rules and risk division rules must be respected at any time. However:
« 1° General-purpose investment funds are not required to comply with the limits set out in sections R. 214-32-29 to R. 214-32-40 in the exercise of subscription rights relating to financial securities or monetary instruments that are part of their assets;
« 2° Newly approved general purpose investment funds may deviate from R. 214-32-21 to R. 214-32-25 for a period of six months following the date of their approval.
“II. ― If a exceedance of the limits set out in sections R. 214-32-29 to R. 214-32-35, R. 214-32-38 and R. 214-32-39 is independent of the will of the general purpose investment fund or as a result of the exercise of subscription rights, the shareholder must, in its sales operations, have the priority objective of regularizing this situation in the light of the interests of the shareholders
"Art. R. 214-32-39.-I. ― A general purpose investment fund is a general purpose investment fund that meets the following two conditions:
« 1° It is managed passively and its management objective is to achieve, at the expiry of a specified period, an amount determined by mechanical application of a predefined calculation formula referring to financial market indicators or financial instruments and, where applicable, to distribute predefined remuneration in regulatory documents;
« 2° It holds at any time the assets necessary to achieve its management objective.
“II. ― For general purpose investment funds under this section, compliance with the limits set out in section R. 214-32-24 is appreciated on the date of conclusion of financial contracts.
"III. ― The provisions of section R. 214-32-30 apply to a general purpose investment fund under this section whose assets replicate the composition of an index.
"Art. R. 214-32-40.-I. ― A general-purpose investment fund cannot resort to borrowing.
"It can, however, acquire currency through cross-currency loans.
“II. – By derogation from I, a general-purpose investment fund can borrow as long as these borrowings:
« 1° Holds temporary employees and accounts for up to 10% of its assets;
« 2° Allow the acquisition of real property necessary for the direct exercise of its activities and represent, in the case of a SICAV, a maximum of 10% of its assets.
"When a general purpose investment fund borrows under 1° or 2°, these borrowings do not exceed, in total, 15% of its assets.
"Art. R. 214-32-41.-The general purpose investment fund ensures that its overall risk associated with financial contracts does not exceed the total net value of its portfolio.
"The overall risk is calculated taking into account the current value of the underlying assets, the risk of counterparty, the future evolution of the markets and the time available to liquidate the positions.
"For general-purpose fund-raisers, this calculation also takes into account the overall risk of the IAF or the Master CSA in relation to financial contracts.
"The general regulation of the Autorité des marchés financiers specifies the conditions for calculating global risk.
"Art. R. 214-32-42.-A general purpose investment fund governed by this paragraph may invest:
« 1° Up to all of its assets in:
“(a) Shares or shares of OPCVM of French law or foreign law;
“(b) Shares or shares of general purpose investment funds under this paragraph or of general purpose professional funds referred to in Article R. 214-190 that do not use the exemptions provided for in Article R. 214-192 V and Article R. 214-193;
"(c) Shares or shares of IAF established in other EU Member States or investment funds governed by a foreign law provided that these funds have been the subject of a bilateral agreement between the Autorité des marchés financiers and their supervisory authority relating to the equivalence of the rules of security and transparency to the French rules and that an instrument of exchange of information and mutual assistance has been put in place in the field of third parties
« 2° Up to 30% of its assets in shares or shares of collective investments of French law, of IAF established in other Member States of the European Union or of investment funds, other than those of the 1°, meeting the conditions set out in 1° to 4° of Article R. 214-13.
“Subparagraph 4
« Investor information
"Art. D. 214-33.-The semi-annual report is published within two months of the end of the period to which it refers.
“Paragraph 2
« Capital Investment Fund
"Art. R. 214-34.- Except as otherwise provided, the provisions of Articles R. 214-32-9 to D. 214-33 apply to capital investment funds.
“Subparagraph 1
“Common Risk Investment Fund
"Art. R. 214-35.-I. ― For the assessment of the 50% quota in Article L. 214-28 I:
« 1° The numerator consists of the subscription or acquisition price of the securities or rights of the portfolio and the book value of the other assets.
"The denominator is constituted by the amount released from subscriptions in the fund. This amount is reduced from the share buybacks requested by the carriers and made under such conditions as the settlement of the fund does not allow to oppose the provisions of Article L. 214-28 of the VII and increased the reinvested sums by the shareholders in accordance with the reinvestment obligation provided for in Article L. 214-28Article 163 quinquies B of the General Tax Code ;
« 2° When a corporation whose securities or rights are included in the 50% quota is subject to judicial liquidation, the securities or rights cancelled are deemed to be held in assets for their subscription or acquisition price for five years from the liquidation closing judgment. When a company whose titles or rights are included in the 50% quota is experiencing difficulties in jeopardizing the continuity of operation within the meaning ofArticle L. 234-1 of the Commercial Code and is subject to amicable liquidation under the conditions defined in Articles L. 237-1 to L. 237-13 of the Commercial Code or a capital reduction followed by an increase in capital under the conditions defined in theArticle L. 224-2 of the Commercial Code, the securities or fees cancelled shall be deemed to be held at the asset for their subscription and acquisition price for five years from the decision of the competent bodies of the corporation;
« 3° When securities or rights included in the 50% quota are disposed of, the assigned securities or rights are deemed to be held on the assets for their subscription or acquisition price for a period of two years from the date of the assignment. In addition to this period, where the fund proceeds to a distribution or redemption of shares up to the proceeds of the assignment, the amount of the distribution or redemption that has not been deducted pursuant to the provisions of 1° is deducted from the denominator within the limit of the subscription or acquisition of the assigned securities or rights. As from the date on which the fund may enter into a pre-liquidation period as defined in sections R. 214-40 and R. 214-41, the denominator may, if any, be reduced from the amount of the distribution of the sale of securities or rights not included in the quota of 50% within the limit of the subscription or acquisition price of the same securities or rights, provided that the new investment quota of 50% has been
« 4° Where securities or rights received in exchange for securities or rights included in the 50% quota are not themselves eligible for these quotas, the securities or rights returned to the exchange are deemed to be held on the assets for their subscription or acquisition price for two years from the date of the exchange or until the end of the period during which the asset corporation has undertaken to retain the securities or rights in that fund if
« 5° New subscriptions in a common risk investment fund are taken into account from the closing inventory of the year following the year in which they were released;
« 6° In the event of a 50 per cent non-compliance with the quota in a semi-annual inventory, the fund is not dropped from its plan if it regulates its situation at the latest in the following inventory subject to, on the one hand, that the management company informs the tax service to which it files its return of results within the month following the inventory having revealed that the quota has not been met and, on the other hand, is missing.
« II. ― 1° For the purposes of the III of Article L. 214-28, the stock capitalization of a corporation is determined by the proceeds of the number of its capital securities admitted to the negotiation at the opening of the trading day before that of the investment by the average of the opening courses of the sixty trading days prior to that of the investment.
"However, when, for the first time in these sixty days, the company's capital securities are admitted to the negotiation, the average is that of the opening days of negotiations since the day of admission to the negotiation until the day before that of the investment. The same is true in the event of an increase in capital or merger transaction, splitting or partial intake of assets carried out during these sixty days and taking into consideration the negotiation of new capital securities of the absorbent or beneficiary corporation;
« 2° By derogation from the provisions of 1°, in the event of an investment on the day of the first listing of the capital securities of a corporation, its stock market capitalization is determined by the product of the number of capital securities so admitted to the negotiation by the price to which these securities are placed in the public, namely the price to which these securities are sold to the public before the first rating.
"In the same way, in the event of an investment on the day that the company's new capital securities are allowed to be negotiated as a result of an increase in capital or a merger, splitting or partial inflow of assets, its stock market capitalization is determined by the product of the total number of capital securities of the absorbent or beneficiary corporation admitted to trading after the transaction by the closing course of the last trading day
« 3° On the day of the investment referred to in 1° and 2° means the day on which the capital securities admitted to the negotiation are acquired or subscribed.
"Art. R. 214-36.-I. ― The provisions of sections R. 214-32-18 to R. 214-32-21, R. 214-32-29, R. 214-32-32 to R. 214-32-36, R. 214-32-38 to R. 214-32-40 and R. 214-32-42 are not applicable to joint venture funds.
“II. ― Assets of a joint venture fund may be used to:
"1° 10% at most in securities of the same transmitter;
"A maximum of 2° 35% in shares or shares of the same UCITS or IAF under subsections 1.2 and 6 of subsection 2 of paragraph 2 or subsection 1 of subsection 1 of subsection 3 of this section;
“3° 10% at most in shares or shares of professional funds with a general purpose or alternative funds;
"4° 10% not more in title or rights of the same entity referred to in 2° of II of Article L. 214-28 not falling within the other provisions of Article L. 214-28, nor of Article L. 214-30, nor of Article L. 214-31.
"III. ― Common risk investment funds are not considered for the purposes of section R. 214-32-35.
"IV. ― A common risk investment fund shall comply with the provisions of this section upon the expiry of a two-year period from the date of its approval by the Autorité des marchés financiers.
"Art. R. 214-36-1.-A common risk investment fund may borrow within 10% of its assets.
"Art. R. 214-37.-For the assessment of the limits set out in article R. 214-36:
« 1° Where the securities held by the fund are not admitted to negotiations on a market of financial instruments within the meaning of Article L. 214-28, they are retained for their acquisition or subscription value;
« 2° Where securities held by the fund are exchanged with securities not admitted to the negotiations on a market of financial instruments within the meaning of Article I L. 214-28, the securities received for the exchange by the fund are taken into account in the asset for the subscription or acquisition of the securities traded;
« 3° Where securities held by the fund are admitted to the negotiations on a market of financial instruments within the meaning of Article L. 214-28, or when they are exchanged with securities admitted to the negotiations on a market of financial instruments within the meaning of Article L. 214-28, the securities held or handed over to the exchange by the fund shall be deemed to be held on the assets for the acquisition of subscription or At the end of this period, the ratio of Article R. 214-36 to 1° of II is increased to 20% and is appreciative of the securities held or received in exchange as any other title allowed to negotiations on a market of financial instruments within the meaning of Article L. 214-28;
« 4° Where the securities or rights held by the fund are issued by an entity referred to in 2° of II of Article L. 214-28, the contractual undertaking of subscription or acquisition taken by the fund shall be entered for its amount to the numerator;
« 5° The maximum denominator of the following two amounts is the net assets of the fund or the total amount of contractual obligations for subscription or acquisition received by the fund.
"Art. R. 214-38.-For the assessment of the 15% limit referred to in 1° of II of Article L. 214-28, the maximum denominator of the two amounts is the net assets of the fund or the amount released from the subscriptions in the fund.
"Art. R. 214-39.-A joint venture fund:
« 1° No more than 35% of the capital or voting rights of the same issuer. However, because of the exercise of trade, subscription or conversion rights and in the interest of shareholders, this limit may be temporarily exceeded. In this case, the management company shall communicate to the Autorité des marchés financiers, to the depositary and to the auditor of the fund the reasons for this exceedance and the forecast schedule of regularization. Regularization must occur no later than the year following the overtaking;
« 2° Do not hold or undertake to subscribe or acquire more than 20% of the total amount of the securities or rights and contractual obligations of the same entity referred to in 2° of II of Article L. 214-28 not falling within the other provisions of Article L. 214-28, nor of Article L. 214-30, nor of Article L. 214-31;
« 3° Do not hold more than 10% of the shares or shares of an OPCVM or an IAF under subsection 1.2 and 6 of subsection 2, subsection 2 or subsection 1 of subsection 1 of subsection 3 of this section that do not fall within 2° of Part II of section L. 214-28.
"Art. R. 214-40.-After a statement to the Autorité des marchés financiers and to the tax service to which its management company files its return of results, a joint venture investment fund may enter into a pre-liquidation period:
« 1° From the beginning of the year following the closing of its fifth fiscal year if, since the expiry of a period of subscription of no more than eighteen months immediately following the date of its constitution, no subscriptions have been made from shares other than those made with its shareholders who have subscribed during the period of eighteen months referred to above:
“(a) To enable it to reinvest in shares, shares, reimbursable obligations, convertible bonds or participatory securities as well as in advances in current accounts in companies not admitted to negotiations on a market of financial instruments within the meaning of Article L. 214-28 I or in entities referred to in Article L. 214-28 II, whose titles or rights are in its assets; or
“(b) To meet the reinvestment requirementArticle 163 quinquies B of the General Tax Code ;
« 2° From the beginning of the fiscal year following the closing of the fifth fiscal year following the year in which the last subscriptions occurred, in the other cases.
"From the year in which the declaration referred to in the first paragraph is filed, the 50 per cent quota in the I of Article L. 214-28 may no longer be respected and the II and III of Article R. 214-36 do not apply.
"Art. R. 214-41. -During the preliquidation period, the fund:
« 1° Can no longer make any new subscriptions of shares other than those of its shareholders on the date of its entry into pre-liquidation period to reinvest in shares, shares, reimbursable obligations, convertible bonds or participatory securities as well as in advances in current accounts in companies not admitted to negotiations on a market of financial instruments within the meaning of Article I 214-28 or in entities mentioned
« 2° Can, by derogation from section R. 214-43, assign to a related company capital or debt securities held for more than twelve months. In this case, assignments are assessed by an independent expert on the report of the External Auditor. These assignments and the related report are communicated to the Autorité des marchés financiers;
« 3° Do not hold on to its assets from the opening of the fiscal year following the opening of the preliquidation period that:
“(a) Securities or rights of companies not admitted to negotiations on a financial market of financial instruments within the meaning of Article I of Article L. 214-28 or securities or corporate rights admitted to negotiations on a market of financial instruments when such securities or rights were taken into account in the assessment of the quotas referred to in Article R. 214-35 if the account had not entered into a pre-liquidation period,
“(b) Investments made for the investment of the proceeds of disposal of its assets and other products pending distribution by the end of the year following the year in which the assignment was made or the proceeds realized, and the placement of its cash in the amount of 20% of the liquidative value of the fund.
"Art. A. 214-42.-When the fund management company proceeds to purchase or sale transactions involving securities that are not allowed to negotiate on a market of financial instruments within the meaning of Article I of L. 214-28, the agreements concerning these transactions are entered into within and under the conditions specified in the settlement of the fund.
"Art. R. 214-43. -The management company may not, on behalf of a fund, carry out, for its assets that are not negotiated on a market of financial instruments within the meaning of Article I L. 214-28, other transactions than those of purchase or sale in term or in cash within the limits set by this subsection or to proceed for those same assets of assets related to transfers or acquisitions Is presumed to be a business connected to any enterprise controlled by the management company in an exclusive or joint manner within the meaning ofArticle L. 233-16 of the Commercial Codeany enterprise controlling the management company in an exclusive or joint manner within the meaning of the same article L. 233-16, any subsidiary enterprise of the same parent company as well as any company with which the management company has social agents or common executives and who perform participation management functions on behalf of the undertaking, or management functions within the meaning of Article L. 321-1 and Article L. 214-24-35, or advice within the meaning of Article L. 321-2.
"Art. R. 214-44.-I. ― When the settlement of the fund provides for a progressive appeal of capital, the funds shall be released by the shareholders at the request of the management company before the end of the blocking period provided for in Article L. 214-28, VII.
"The settlement of the fund defines the terms and conditions under which the amounts not paid on the due date fixed by the management corporation are of interest.
“II. ― When the conditions for the redemption of the shares of the fund are met, the redemption is made in cash.
"However, at the dissolution of the fund, the redemption of the shares may be effected in corporate securities in which the fund holds an interest if the settlement of the fund provides, that no particular provision or clause limits the free recurrence of these securities and that the shareholder expressly makes the request.
"The redemptions are carried out and settled by the depositary institution under the conditions set out in the settlement of the fund, which also prescribes the deadlines that cannot exceed a total of one year after the deposit of the redemption request.
"When a fund management company or its shareholders or executives or natural or legal persons responsible for the management of that fund hold shares conferring on them special rights under the provisions of Article L. 214-28, they may only obtain the redemption of the fund or after the other shares issued have been redeemed or amortized to the amount to which the other shares have been released.
"The fraction attributed to the management company provided for in the XI of Article L. 214-28 shall not exceed 20% of the liquidation bonus.
"III. ― At the end of the subscription period(s) referred to in the IX of section L. 214-28, the management corporation may distribute in cash a fraction of the assets of the fund.
"However, this distribution may be made in financial instruments allowed to negotiate on a regulated market within the meaning of section R. 214-32-18 if the settlement of the fund provides, that no particular provision or clause limits the free and free-standing of these securities and that it is granted to all holders of shares an option between the payment of the distribution in cash or shares.
"The sums or values thus distributed are primarily allocated to the damping of the shares.
"A special report shall be prepared by the auditors when distribution is made for the benefit of holders of shares to which special rights are attached.
"Art. R. 214-45. -The management company shall report to the shareholders of the appointments of its social and employee agents to the functions of managers, administrators, directors, directors or supervisory boards of the companies in which the fund holds participations.
"Art. R. 214-46.-I. ― The entities referred to in 2° of II of Article L. 214-28 in which joint venture funds can invest are those that limit the liability of their investors to the amount of their contributions.
“II. ― For the assessment of the 50 per cent quota numerator provided for in Article L. 214-28, the representative rights of a financial investment in entities referred to in I shall be taken into account in the proportion of the direct investment of these entities in securities eligible for that same quota of 50 per cent excluding rights in other entities of the same nature.
"This proportion of direct investment is calculated by reference:
« 1° be the last inventory of the assets of these entities;
« 2° Either the statutory or contractual obligations of direct investment in eligible securities made by the said entities to the extent that they have not entered the pre-liquidation period referred to in Articles R. 214-40 and R. 214-41 during the subscription of the fund.
"The proportion applies to contractual subscription commitments given by the fund to those entities provided that these commitments are irrevocable.
“Subparagraph 2
"Common Investment Funds in Innovation
"Art. R. 214-47.-For the assessment of the 60% quota in Article L. 214-30 I:
« 1° The numerator consists of the subscription or acquisition price of the securities or rights of the portfolio and the book value of the other assets.
"The denominator is constituted by the amount released from subscriptions in the fund. This amount is reduced from the share buybacks requested by the carriers and made under such conditions as the settlement of the fund does not allow to oppose the provisions of Article L. 214-28 of the VII and increased the reinvested sums by the shareholders in accordance with the reinvestment obligation provided for in Article L. 214-28Article 163 quinquies B of the General Tax Code ;
« 2° Where a corporation whose securities or rights are included in the 60 per cent quota is subject to judicial liquidation, the securities or rights cancelled are deemed to be held in the assets for their subscription or acquisition price for five years from the liquidation closing judgment. When a company whose titles or rights are included in the 60% quota is experiencing difficulties in jeopardizing the continuity of operation within the meaning ofArticle L. 234-1 of the Commercial Code and is subject to amicable liquidation under the conditions defined in Articles L. 237-1 to L. 237-13 of the Commercial Code or a capital reduction followed by an increase in capital under the conditions defined in theArticle L. 224-2 of the Commercial Code, the securities or fees cancelled shall be deemed to be held at the asset for their subscription and acquisition price for five years from the decision of the competent bodies of the corporation;
« 3° When securities or rights included in the 60% quota are disposed of, the assigned securities or rights are deemed to be retained on the assets for their subscription or acquisition price for a period of two years from the date of the assignment. In addition to this period, where the fund proceeds to a distribution or redemption of shares up to the proceeds of the assignment, the amount of the distribution or redemption that has not been deducted pursuant to the provisions of 1° is deducted from the denominator within the limit of the subscription or acquisition of the assigned securities or rights. As from the date on which the fund may enter into a pre-liquidation period as referred to in sections R. 214-53 and R. 214-54, the denominator may, if any, be reduced from the amount of the distribution of the sale price of the securities or rights not included in the quota of 60% within the limit of the subscription price or acquisition of the same securities or rights, provided that the new investment quota of 60%
« 4° Where securities or rights received in exchange for securities or rights included in the 60 per cent quota are not themselves eligible for these quotas, the securities or rights returned to the exchange are deemed to be retained on the assets for their subscription or acquisition price for two years from the date of the exchange or until the end of the period during which the asset corporation has committed to retain the securities or rights in that fund if
« 5° New subscriptions in a common investment fund in innovation are taken into account from the closing inventory of the year following the year in which they were released;
« 6° In the event of non-compliance with the quota of 60% in a semi-annual inventory, the fund is not dropped from its plan if it regulates its situation at the latest in the following inventory subject to, on the one hand, that the management company informs the tax service to which it files its return of results within the month following the inventory having revealed that the quota has not been met and, on the other hand, is missing.
"Art. R. 214-48.-I. ― The provisions of sections R. 214-32-18 to R. 214-32-21, R. 214-32-29, R. 214-32-32 to R. 214-32-36, R. 214-32-38 to R. 214-32-40 and R. 214-32-42 are not applicable to mutual investment funds in innovation.
“II. ― The assets of a joint investment fund in innovation can be used to:
"1° 10% at most in securities of the same transmitter;
"A maximum of 2° 35% in shares or shares of the same UCITS or IAF under subsections 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3 of this section;
“3° 10% at most in shares or shares of professional funds with a general purpose or alternative funds;
"4° 10% not more in title or rights of the same entity referred to in 2° of II of Article L. 214-28 not falling within the other provisions of Article L. 214-28 or Article L. 214-30 or Article L. 214-31.
"III. ―Common investment funds in innovation are not considered for the application of Article I R. 214-32-35.
"IV. ― A joint investment fund in innovation must comply with the provisions of this section upon the expiration of two years from the date of its approval by the Autorité des marchés financiers.
"Art. R. 214-48-1.-A joint investment fund in innovation can borrow within 10% of its assets.
"Art. R. 214-49.-A joint investment fund in innovation may not employ more than 10% of its assets in representative rights of a financial investment in entities referred to in 2° of II of Article L. 214-28 not falling within the other provisions of this Article L. 214-28 nor the II of Article L. 214-1, nor Articles L. 214-30 and L. 214-38.
"Art. R. 214-50.-For the assessment of the limits set out in articles R. 214-48 and R. 214-49:
« 1° Where the securities held by the fund are not admitted to negotiations on a market of financial instruments within the meaning of Article L. 214-28, they are retained for their acquisition or subscription value;
« 2° Where securities held by the fund are exchanged with securities not admitted to the negotiations on a market of financial instruments within the meaning of Article I L. 214-28, the securities received for the exchange by the fund are taken into account in the asset for the subscription or acquisition of the securities traded;
« 3° Where securities held by the fund are admitted to the negotiations on a market of financial instruments within the meaning of Article L. 214-28, or when they are exchanged with securities admitted to the negotiations on a market of financial instruments within the meaning of Article L. 214-28, the securities held or handed over to the exchange by the fund shall be deemed to be held on the assets for the acquisition of subscription or At the end of this period, the ratio of Article R. 214-48 to 1° of II is increased to 20% and is appreciative of the securities held or received in exchange as any other title allowed to negotiations on a market of financial instruments within the meaning of Article L. 214-28;
« 4° Where the securities or rights held by the fund are issued by an entity referred to in 2° of II of Article L. 214-28, the contractual undertaking of subscription or acquisition taken by the fund shall be entered for its amount to the numerator;
« 5° The maximum denominator of the following two amounts is the net assets of the fund or the total amount of contractual obligations for subscription or acquisition received by the fund.
"Art. R. 214-51.-For the assessment of the 15% limit referred to in 1° of II of Article L. 214-28 is entered into the highest denominator of the following two amounts: the net assets of the fund or the amount released from subscriptions in the fund.
"Art. R. 214-52.-A joint investment fund in innovation:
« 1° No more than 35% of the capital or voting rights of the same issuer. However, because of the exercise of trade, subscription or conversion rights and in the interest of shareholders, this limit may be temporarily exceeded. In this case, the management company shall communicate to the Autorité des marchés financiers, to the depositary and to the auditor of the fund the reasons for this exceedance and the forecast schedule of regularization. Regularization must occur no later than the year following the overtaking;
« 2° Do not hold or undertake to subscribe or acquire more than 20% of the total amount of the securities or rights and contractual obligations of the same entity referred to in 2° of II of Article L. 214-28 not falling within the other provisions of Article L. 214-28 or Article L. 214-30 or Article L. 214-31;
« 3° Do not hold more than 10% of the shares or shares of an OPCVM or an IAF under subsection 1.2 and 6 of subsection 2, subsection 2 or subsection 1 of subsection 1 of subsection 3 of this section that do not fall within 2° of Part II of section L. 214-28.
"Art. R. 214-53.-After a statement to the Autorité des marchés financiers and to the service of taxes to which its management company deposits its return of results, a joint investment fund in innovation may enter into a preliquidation period:
« 1° From the beginning of the year following the closing of its fifth fiscal year if, since the expiry of a period of subscription of no more than eighteen months immediately following the date of its constitution, no subscriptions have been made from shares other than those made with its shareholders who have subscribed during the period of eighteen months referred to above:
“(a) To enable it to reinvest in shares, shares, reimbursable obligations, convertible bonds or participatory securities as well as in advances in current accounts in companies not admitted to negotiations on a market of financial instruments within the meaning of Article L. 214-28 I or in entities referred to in Article L. 214-28 II, whose titles or rights are in its assets; or
“(b) To meet the reinvestment requirementArticle 163 quinquies B of the General Tax Code ;
« 2° From the beginning of the fiscal year following the closing of the fifth fiscal year following the year in which the last subscriptions occurred, in the other cases.
"From the year in which the declaration referred to in the first paragraph is filed, the 60% quota in the I of Article L. 214-30 may not be met.
"Art. R. 214-54. -During the preliquidation period, the fund:
« 1° Can no longer make any new subscriptions of shares other than those of its shareholders on the date of its entry into pre-liquidation period to reinvest in shares, shares, reimbursable obligations, convertible bonds or participatory securities as well as in advances in current accounts in companies not admitted to negotiations on a market of financial instruments within the meaning of Article I 214-28 or in entities mentioned
« 2° Can, by derogation from section R. 214-56, assign to a related company capital or debt securities held for more than twelve months. In this case, assignments are assessed by an independent expert on the report of the External Auditor. These assignments and the related report are communicated to the Autorité des marchés financiers;
« 3° Do not hold on to its assets from the opening of the fiscal year following the opening of the preliquidation period that:
“(a) Securities or rights of companies not admitted to negotiations on a financial market within the meaning of Article L. 214-28 or securities or rights of companies admitted to negotiations on a financial market within the meaning of Article L. 214-28 where such securities or rights have been taken into account in the assessment of the quotas referred to in Article R. 214-47 if the fund had not entered into an assets period
“(b) Investments made for the investment of the proceeds of disposal of its assets and other products pending distribution by the end of the year following the year in which the assignment was made or the proceeds realized and the placement of its cash at 20% of the liquidative value of the fund.
"Art. A. 214-55.-When the fund management company conducts purchase or sale transactions relating to securities that are not allowed to negotiate on a financial instrument market within the meaning of Article L. 214-28, the agreements relating to such transactions shall be entered into within and under the conditions specified in the settlement of the fund.
"Art. R. 214-56. -The management company may not, on behalf of a fund, carry out, for its assets that are not negotiated on a market of financial instruments within the meaning of section R. 214-32-18, other transactions than those of purchase or sale in term or cash within the limits set out in this section or carry out for those same assets to be disposed of or acquired from a business that has been held in the interest of a corporation Is presumed to be a business connected to any enterprise controlled by the management company in an exclusive or joint manner within the meaning ofArticle L. 233-16 of the Commercial Codeany enterprise controlling the management company in an exclusive or joint manner within the meaning of the same article L. 233-16, any subsidiary enterprise of the same parent company as well as any company with which the management company has social agents or common executives and who perform participation management functions on behalf of the undertaking, or management functions within the meaning of Article L. 321-1 and Article L. 214-24-35, or advice within the meaning of Article L. 321-2.
"Art. R. 214-57.-I. ― When the settlement of the fund provides for a gradual appeal of capital, the funds shall be released by the shareholders at the request of the management company before the end of the blocking period provided for in Article L. 214-28, VII.
"The settlement of the fund defines the terms and conditions under which the amounts not paid on the due date fixed by the management corporation are of interest.
“II. ― When the conditions for the redemption of the shares of the fund are met, the redemption is made in cash.
"However, at the dissolution of the fund, the redemption of the shares may be effected in corporate securities in which the fund holds an interest if the settlement of the fund provides, that no particular provision or clause limits the free recurrence of these securities and that the shareholder expressly makes the request.
"The redemptions are carried out and settled by the depositary institution under the conditions set out in the settlement of the fund, which also prescribes the deadlines that cannot exceed a total of one year after the deposit of the redemption request.
"When a fund management company or its shareholders or executives or natural or legal persons responsible for the management of that fund hold shares conferring on them special rights under the provisions of Article L. 214-28, they may only obtain the redemption of the fund or after the other shares issued have been redeemed or amortized to the amount to which the other shares have been released. The portion assigned to the management company referred to in the XI of Article L. 214-28 shall not exceed 20% of the liquidation bonus.
"III. ― At the end of the subscription period(s) referred to in the IX of section L. 214-28, the management corporation may distribute in cash a fraction of the assets of the fund.
"However, this distribution may be made in financial instruments allowed to negotiate on a regulated market within the meaning of section R. 214-32-18 if the settlement of the fund provides, that no particular provision or clause limits the free and free-standing of these securities and that it is granted to all holders of shares an option between the payment of the distribution in cash or shares.
"The sums or values thus distributed are primarily allocated to the damping of the shares.
"A special report shall be prepared by the auditors when distribution is made for the benefit of holders of shares to which special rights are attached.
"Art. R. 214-58. -The management company shall report to the shareholders of the appointments of its social and employee agents to the functions of managers, administrators, directors, directors or supervisory boards of the companies in which the fund holds participations.
"Art. D. 214-59.-Requests made by companies to obtain recognition of the innovative character of their products, processes or techniques, referred to in Article L. 214-30, are filed with the OSEO anonymous company.
"They must be accompanied by:
« 1° From a technical dossier showing the innovative nature of the project and its prospects for economic development;
« 2° From an accounting and financial record comprising the annual calculation elements of the amount of research and development expenditures, the increased net result of the depreciation and provisions of the previous three years or of the fiscal years since the creation of the company when the company has not completed three fiscal years and their forecasting evolution for the next three years;
« 3° The balance sheet and results account for the last fiscal year ended by the company;
« 4° The project's funding plan as well as the company's forecast results and balance sheets for the first three years of implementation. These applications are instructed under the same conditions as requests for innovation aids from the anonymous OSEO company. They are the subject of a decision by the Director General of the agency or his delegate made after the advice of the Territorial Committee on the Granting of Innovation Assistance.
"For the instruction of the applications filed by the companies mentioned in the first paragraph of the 1st paragraph of the IV of Article L. 214-30, the anonymous company OSEO may request, as necessary, to the companies to produce the documents provided for in the 1st to 4th for each subsidiary mentioned in the 1st of the IV mentioned above and the documents provided for in the 3rd and 4th for each of the other companies mentioned in that same 1st of the IV.
"Art. D. 214-60.-A each semi-annual inventory, the management company of a common investment fund in innovation or the depositary of the assets of that fund acting on behalf of the management company shall ensure that companies whose securities or advances in current account are retained for the calculation of the proportion referred to in the first paragraph of Article L. 214-30 filed, on the closing date of their last year,
"Art. D. 214-61.-The maximum number of employees referred to in Article L. 214-30 is estimated in accordance with provisions of Article 235 ter E of the General Tax Code.
"Art. R. 214-62.-For the companies mentioned in the first paragraph of the 1st paragraph of Article L. 214-30, the number of employees is determined by the sum of the number of employees of the company and the number of employees of each of the companies mentioned in c. 1st of the same IV.
"Art. R. 214-63.-For the companies referred to in the first paragraph of the 1st paragraph of Article L. 214-30, the condition relating to the exclusivity of the holdings is met when the participating securities, the capital securities or giving access to the capital issued by companies other than the subsidiary companies mentioned in c of 1st of the same IV as well as the advances in the current account of their accountants represent not more than 10 per cent of their shareholders.
"Art. R. 214-64.-The entities referred to in 2° of II of Article L. 214-28 in which mutual investment funds in innovation can invest are those that limit the responsibility of their investors to the amount of their contributions.
“Subparagraph 3
"Community Investment Funds
"Art. R. 214-65.-For the assessment of the 60% quota in Article L. 214-31:
« 1° The numerator consists of the subscription or acquisition price of the securities or rights of the portfolio and the book value of the other assets.
"The denominator is constituted by the amount released from subscriptions in the fund. This amount is reduced from the share buybacks requested by the carriers and made under such conditions as the settlement of the fund does not allow to oppose the provisions of Article L. 214-28 of the VII and increased the reinvested sums by the shareholders in accordance with the reinvestment obligation provided for in Article L. 214-28Article 163 quinquies B of the General Tax Code ;
« 2° When a corporation whose securities or rights are included in the 60 per cent quota is subject to judicial liquidation, the securities or rights cancelled are deemed to be retained on the assets for their subscription or acquisition price for five years from the liquidation closing judgment; where a company whose titles or rights are included in the 60% quota is experiencing difficulties in jeopardizing the continuity of operation within the meaning ofArticle L. 234-1 of the Commercial Code and is subject to amicable liquidation under the conditions defined in Articles L. 237-1 to L. 237-13 of the Commercial Code or a capital reduction followed by an increase in capital under the conditions defined in theArticle L. 224-2 of the Commercial Code, the securities or fees cancelled shall be deemed to be held at the asset for their subscription and acquisition price for five years from the decision of the competent bodies of the corporation;
« 3° When securities or rights included in the 60% quota are disposed of, the assigned securities or rights are deemed to be retained on the assets for their subscription or acquisition price for a period of two years from the date of the assignment. In addition to this period, where the fund proceeds to a distribution or redemption of shares up to the proceeds of the assignment, the amount of the distribution or redemption that has not been deducted under the provisions of 1° is deducted from the denominator within the limit of the subscription price or acquisition of the assigned securities or rights. As from the date on which the fund may enter into a pre-liquidation period as referred to in sections R. 214-71 and R. 214-72, the denominator may, if any, be reduced from the amount of the distribution of the sale of securities or rights not included in the quota of 60% within the limit of the subscription or acquisition of the same securities or rights, provided that the new investment quota of 60%
« 4° Where securities or rights received in exchange for securities or rights included in the 60 per cent quota are not themselves eligible for these quotas, the securities or rights returned to the exchange are deemed to be retained on the assets for their subscription or acquisition price for two years from the date of the exchange or until the end of the period during which the asset corporation has committed to retain the securities or rights in that fund if
« 5° New subscriptions in a proximity investment fund are taken into account from the closing inventory of the year following the year in which they were released;
« 6° In the event of non-compliance with the quota of 60% in a semi-annual inventory, the fund is not dropped from its plan if it regulates its situation at the latest in the following inventory subject to, on the one hand, that the management company informs the tax service to which it files its return of results within the month following the inventory having revealed that the quota has not been met and, on the other hand, is missing.
"Art. R. 214-66.-I. ― The provisions of sections R. 214-32-18 to R. 214-32-21, R. 214-32-29, R. 214-32-32 to R. 214-32-36, R. 214-32-38 to R. 214-32-40 and R. 214-32-42 are not applicable to community investment funds.
“II. ― The assets of a community investment fund can be used to:
"1° 10% at most in securities of the same transmitter;
"A maximum of 2° 35% in shares or shares of the same UCITS or IAF under subsections 1.2 and 6 of subsection 2, paragraph 2 or subsection 1 of subsection 1 of subsection 3 of this section;
“3° 10% at most in shares or shares of professional funds with a general purpose or alternative funds;
"4° 10% not more in title or rights of the same entity referred to in 2° of II of Article L. 214-28 not falling within the other provisions of Article L. 214-28 or Article L. 214-30 or Article L. 214-31.
"III. ― Community investment funds are not taken into account for the application of Article I R. 214-32-35.
"IV. ― A proximity investment fund must comply with the provisions of this section upon the expiry of a two-year period from its approval by the Autorité des marchés financiers.
"Art. R. 214-66-1.-A community investment fund can borrow within 10% of its assets.
"Art. R. 214-67.-A community investment fund may not use more than 10% of its assets in representative rights of a financial investment in entities referred to in 2° of II of Article L. 214-28 not falling within the other provisions of Article L. 214-28 or Article L. 214-1 and Articles L. 214-30 and L. 214-38.
"Art. R. 214-68.-For the assessment of the limits set out in articles R. 214-66 and R. 214-67:
« 1° Where the securities held by the fund are not admitted to negotiations on a market of financial instruments within the meaning of Article L. 214-28, they are retained for their acquisition or subscription value;
« 2° Where securities held by the fund are exchanged with securities not admitted to the negotiations on a market of financial instruments within the meaning of Article I L. 214-28, the securities received for the exchange by the fund are taken into account in the asset for the subscription or acquisition of the securities traded;
« 3° Where securities held by the fund are admitted to the negotiations on a market of financial instruments within the meaning of Article L. 214-28, or when they are exchanged with securities admitted to the negotiations on a market of financial instruments within the meaning of Article L. 214-28, the securities held or handed over to the exchange by the fund shall be deemed to be held on the assets for the acquisition of subscription or At the end of this period, the ratio of Article R. 214-66 to 1° of II is increased to 20% and is appreciative of the securities held or received in exchange as any other title allowed to negotiations on a market of financial instruments within the meaning of Article L. 214-28;
« 4° Where the securities or rights held by the fund are issued by an entity referred to in 2° of II of Article L. 214-28, the contractual undertaking of subscription or acquisition taken by the fund shall be entered for its amount to the numerator;
« 5° The maximum denominator of the following two amounts is the net assets of the fund or the total amount of contractual obligations for subscription or acquisition received by the fund.
"Art. R. 214-69.-For the assessment of the 15% limit referred to in 1° of II of Article L. 214-28, the maximum denominator of the two amounts is the net assets of the fund or the amount released from the subscriptions in the fund.
"Art. R. 214-70.-A community investment fund:
« 1° No more than 35% of the capital or voting rights of the same issuer. However, because of the exercise of trade, subscription or conversion rights and in the interest of shareholders, this limit may be temporarily exceeded. In this case, the management company shall communicate to the Autorité des marchés financiers, to the depositary and to the auditor of the fund the reasons for this exceedance and the forecast schedule of regularization. Regularization must occur no later than the year following the overtaking;
« 2° Do not hold or undertake to subscribe or acquire more than 20% of the total amount of the securities or rights and contractual obligations of the same entity referred to in 2° of II of Article L. 214-28 not falling within the other provisions of Article L. 214-28, nor of Article L. 214-30, nor of Article L. 214-31;
« 3° Do not hold more than 10% of the shares or shares of an OPCVM or an IAF under subsection 1.2 and 6 of subsection 2, subsection 2 or subsection 1 of subsection 1 of subsection 3 of this section that do not fall within 2° of Part II of section L. 214-28.
"Art. R. 214-71.-After a statement to the Autorité des marchés financiers and to the service of taxes to which its management company deposits its performance statement, a local investment fund may enter into a preliquidation period:
« 1° From the beginning of the year following the closing of its fifth fiscal year if, since the expiry of a period of subscription of no more than eighteen months immediately following the date of its constitution, no subscriptions have been made from shares other than those made with its shareholders who have subscribed during the period of eighteen months referred to above:
“(a) In order to enable it to reinvest in shares, shares, repayable obligations, convertible bonds or participatory securities as well as in advances in current accounts in companies not admitted to negotiations on a market of financial instruments within the meaning of Article I 214-28 or in entities referred to in Article 2° of Article L. 214-28 or in joint venture funds referred to in Article L. 214-28 Act No. 85-695 of 11 July 1985 bringing various economic and financial provisions whose titles or rights are in its assets; or
“(b) To meet the reinvestment requirementArticle 163 quinquies B of the General Tax Code ;
« 2° From the beginning of the fiscal year following the closing of the fifth fiscal year following the year in which the last subscriptions occurred, in the other cases.
"From the year in which the declaration referred to in the first paragraph is filed, the 60% quota in the I of Article L. 214-31 may not be met.
"Art. R. 214-72.-During the preliquidation period, the fund:
« 1° Can no longer make any new subscriptions of shares other than those of its shareholders on the date of its entry into pre-liquidation period to reinvest in shares, shares, repayable obligations, convertible bonds or participating securities as well as in advances in current accounts in companies not admitted to negotiations on a market of financial instruments within the meaning of Article I 214-28 or in entities mentioned Act No. 85-695 of 11 July 1985 bringing various economic and financial provisions whose titles or rights are in its assets;
« 2° Can, by derogation from section R. 214-74, assign to a related company capital or debt securities held for more than twelve months. In this case, assignments are assessed by an independent expert on the report of the External Auditor. These assignments and the related report are communicated to the Autorité des marchés financiers;
« 3° Do not hold on to its assets from the opening of the fiscal year following the opening of the preliquidation period that:
“(a) securities or rights of companies not admitted to negotiations on a market of financial instruments within the meaning of Article I L. 214-28 or of securities or corporate rights admitted to negotiations on a market of financial instruments within the meaning of Article I L. 214-28 where such securities or rights would have been taken into account in the assessment of the quotas referred to in Article R. 214-65 if the fund entered Act No. 85-695 of 11 July 1985 bringing various economic and financial provisions whose titles or rights are in its assets;
“(b) Investments made for the investment of the proceeds of disposal of its assets and other products pending distribution by the end of the year following the year in which the assignment was made or the proceeds realized, and the placement of its cash in the amount of 20% of the liquidative value of the fund.
"Art. R. 214-73.-When the fund management company proceeds to purchase or sale-to-term transactions involving securities that are not allowed to negotiate on a market of financial instruments within the meaning of section I of L. 214-28, the agreements concerning these transactions are entered into within and under the conditions specified in the settlement of the fund.
"Art. R. 214-74. -The management company may not, on behalf of a fund, carry out, for its assets that are not traded in a regulated market within the meaning of section R. 214-32-18, other transactions than those of purchase or sale in term or cash within the limits set out in this section, or carry out for these same assets twelve months of disposals or acquisitions related to a business that is held in the corporation Is presumed to be a business connected to any enterprise controlled by the management company in an exclusive or joint manner within the meaning ofArticle L. 233-16 of the Commercial Codeany enterprise controlling the management company in an exclusive or joint manner within the meaning of the same article L. 233-16, any subsidiary enterprise of the same parent company as well as any company with which the management company has social agents or common executives and who perform participation management functions on behalf of the undertaking, or management functions within the meaning of Article L. 321-1 and Article L. 214-24-35, or advice within the meaning of Article L. 321-2.
"Art. R. 214-75.-I. ― When the settlement of the fund provides for a progressive appeal of the capital, it shall be released by the shareholders at the request of the management company before the end of the blocking period provided for in Article L. 214-28, VII.
"The settlement of the fund defines the terms and conditions under which the amounts not paid on the due date fixed by the management corporation are of interest.
“II. ― When the conditions for the redemption of the shares of the fund are met, the redemption is made in cash.
"However, at the dissolution of the fund, the redemption of the shares may be effected in corporate securities in which the fund holds an interest if the settlement of the fund provides that no particular provision or clause limits the free recurrence of these securities and that the shareholder expressly makes the request.
"The redemptions are carried out and settled by the depositary institution under the conditions set out in the settlement of the fund, which also prescribes the deadlines that cannot exceed a total of one year after the deposit of the redemption request.
"When a fund management company or its shareholders or executives or natural or legal persons responsible for the management of that fund hold shares conferring on them special rights under the provisions of Article L. 214-28, they may only obtain the redemption of the fund or after the other shares issued have been redeemed or amortized to the amount to which the other shares have been released. The portion assigned to the management company referred to in the XI of Article L. 214-28 shall not exceed 20% of the liquidation bonus.
"III. ― At the end of the subscription period(s) referred to in the IX of Article L. 214-28, the management corporation may distribute, in cash, a fraction of the assets of the fund.
"However, this distribution may be made in financial instruments allowed to negotiate on a regulated market within the meaning of section R. 214-32-18 if the settlement of the fund provides, that no particular provision or clause limits the free and free-standing of these securities and that it is granted to all holders of shares an option between the payment of the distribution in cash or shares.
"The sums or values thus distributed are primarily allocated to the damping of the shares.
"A special report shall be prepared by the auditors when distribution is made for the benefit of holders of shares to which special rights are attached.
"Art. R. 214-76. -The management company shall report to the shareholders of the appointments of its social and employee agents to the functions of managers, administrators, directors, directors or supervisory boards of the companies in which the fund holds participations.
"Art. R. 214-77.-For the application of the 1° of the I of Article L. 214-31, a company is considered to be carrying out its activities primarily in the establishments located in the geographic area chosen by a nearby investment fund when at the close of their exercise prior to the first investment of the fund in that undertaking:
« 1° Either these establishments meet two of the following three conditions:
“(a) Their cumulative business figures represent at least 30% of the total turnover of the company;
“(b) Their accumulated permanent staff account for at least 30% of the total number of employees in the company;
"(c) Their used gross capital assets represent at least 30% of the total gross capital used in the business;
« 2° Either these establishments exercise, in relation to two of the three economic data mentioned in the 1°, an activity more important than that carried out by those of the other establishments of the company that are located in another geographical area chosen by a nearby investment fund. The respective situation of these institutions is appreciated either on January 1 of the investment year, or three months before the date of the investment.
"Art. R. 214-78.-For companies referred to in 3° of I of Article L. 214-31, the condition of exclusive detention is satisfied when the securities giving access to the capital of companies whose purpose is not the possession of financial participations and which meet the eligibility conditions set out in the first paragraph and at 1° and 2° of the same I represent 90% of their assets.
"Art. R. 214-79.-The entities referred to in 2° of II of Article L. 214-28 in which the investment funds can invest are those that limit the responsibility of their investors to the amount of their contributions.
“Subparagraph 4
"Management and marketing fees and commissions supported by shareholders of mutual funds mentioned in 1 of VI, VI bis and VI ter of Article 199 terdecies-0 A du General Tax Code as well as 1 of the III of Article 885-0 V bis of the same code
"Art. D. 214-80.-The collection of fees and commissions supported by the subscribers of the share of mutual funds mentioned in 1 of VI, VI bis and VI ter of Article 199 terdecies-0 A du General Tax Code and 1 of the III of Article 885-0 V bis of the same code is authorized subject to the following conditions:
« 1° The key information document for the investor describes the benefits that these fees and commissions pay. These fees and commissions are distributed by type in the aggregate categories referred to in Article D. 214-80-1 of this Code. This document identifies fees and commissions for marketing and placement in a clearly separate manner from the costs and management commissions of the funds referred to in this article;
« 2° These fees and commissions are granted by the subscriber in accordance with the terms and conditions provided for in Article D. 214-80-2;
« 3° The total of fees and marketing and investment commissions, calculated on an annual average not up-to-date basis on the life of the fund, including its possible extensions, does not exceed a percentage, referred to as the "maximum annual average distributing charge" of the total initial subscriptions. This amount is calculated on terms specified by order of the Minister responsible for the economy. Respect for this ceiling also appreciates the life of the fund, including its possible extensions;
« 4° The total of fees and commissions for marketing, investment and management, calculated on an annual average not updated on the life of the fund, including its possible extensions, does not exceed a percentage, known as the "maximum annual average cost rate manager and distributor", of the total initial subscription amount, fixed by the management company. Respect for this ceiling also appreciates the life of the fund, including its possible extensions;
« 5° For each type of fee and fee referred to in section D. 214-80-1, the total of fees and commissions, calculated on an annual average not updated, does not exceed a percentage, known as the "maximum rate of average annual fee per type", of the total initial subscription amount, fixed by the management company.
"Art. D. 214-80-1.-The fees and commissions for the management, marketing and placement of the funds referred to in section D. 214-80 shall be apportioned, according to the types defined by the Autorité des marchés financiers, within the following aggregate categories:
« 1° Entry and exit rights;
« 2° Recurring management and operating costs including, where applicable, costs and commissions directly or indirectly from target investment companies. An order of the Minister responsible for the economy specifies the types of fees and commissions that fall into this category;
« 3° Constitution fees;
« 4° Non-recurring operating costs related to the acquisition, monitoring and disposal of participations;
« 5° Indirect management costs.
"In each aggregate category referred to in this article, the same type of fees and commissions shall be limited to either management fees and commissions, or marketing and investment fees and commissions.
"Art. D. 214-80-2.-I. ― The subscription bulletin written for the marketing of the shares of the funds mentioned in 1 of VI, VI bis and VI ter of Article 199 terdecies-0 A du General Tax Code and 1 of the III of Article 885-0 V bis of the same code includes:
« 1° The total amount of the actual initial payment, including entry fees, expressed in euros;
« 2° The maximum percentage of the subscription in the fund, likely to be taken during the subscription, corresponding to the entry fees. This maximum percentage, defined prior to the establishment of the fund, is identical for all subscribers of the same fund;
« 3° The amount of the entry fees actually collected during the subscription;
« 4° The maximum number of years in which fees and marketing and investment commissions can be collected;
« 5° The maximum annual average cost rate manager and distributor, referred to in 4th of Article D. 214-80;
« 6° The maximum annual average distributor fee rate referred to in 3° of Article D. 214-80.
“II. ― If the settlement of the fund referred to in section D. 214-80 provides that the shares of that fund may result in different rights to the net assets or the proceeds of that fund, the key information document for the investor shall include:
« 1° The percentage of net proceeds and surplus-values of funds allocated to these shares with differentiated rights as long as the nominal share has been repaid to the subscriber;
« 2° The minimum percentage of the total initial subscription amount in the fund, in accordance with the terms defined by order of the Minister responsible for the economy, that the holders of shares with differentiated rights must subscribe to the percentage mentioned in 1°;
« 3° When planned, the cost-benefit conditions of the fund to be met so that the shareholders with differentiated rights can benefit from the percentage referred to in 1.
"III. ― Prior to the handwritten mention "Light and Approved" in the subscription bulletin to the ordinary shares of the funds referred to in Article D. 214-80, the subscriber confirms that he has taken note of the marketing, placement and management fees that may be applied and consents to the collection of such fees, within the maximum duration mentioned in 4° of this article and of the maximum rates mentioned in 5° and
"It is also specified, in the subscription bulletin, before the manuscript mention " Lu and approved “, that entry rights are negotiable by the subscriber to the distributor.
"Art. D. 214-80-3.-The key information document for the investor presents the following information:
« 1° A table that includes:
“(a) Figure, in line, the aggregate categories referred to in Article D. 214-80-1, followed by the total of these categories;
“(b) Figure in columns the following rates:
“(i) Maximum annual average cost rate manager and distributor, calculated over the period referred to in 3° of Article D. 214-80;
“ii) Maximum annual average distributing fee, calculated over the period referred to in 3° of Article D. 214-80;
« 2° The elements relating to the specific terms and conditions for the sharing of surplus-value, provided that the settlement of the fund provides different rights to the net assets or the proceeds of that fund as referred to in Article D. 214-80-2;
« 3° A table that includes:
“(a) In line, the following three performance scenarios:
“(i) A pessimistic scenario: at the end of a period commensurate with the duration of the fund, including its possible extensions, the amount of the common shares subscribed prior to the deduction of costs is equal to 50% of the initial amount of the common shares subscribed;
“ii) An average scenario: at the end of the period referred to in (i) of this 3°, the amount of common shares subscribed before debiting the costs is equal to 150 % of the original amount of common shares subscribed;
“(iii) An optimistic scenario: at the end of the period referred to in (i) of this 3°, the amount of common shares subscribed before debiting the costs is equal to 25% of the original amount of common shares subscribed;
“(b) In columns, the following values:
“(i) Initial amount of common shares subscribed;
“ii) Management and distribution fees, excluding entry fees;
"(iii) Impact for the subscriber, at the end of the period referred to in (i) of this 3°, of the amount corresponding to the percentage referred to in 1° of II of Article D. 214-80-2, calculated on a standardized method;
"(iv) Total distributions for the benefit of common shares after the period referred to in (i) of this 3.
"The table mentioned in the 3rd of this article contains the following warning: "The performance scenarios are given only as an indication and their presentation is in no case a guarantee as to their effective implementation".
"Art. D. 214-80-4.-The regulations of the funds referred to in 1 of VI, VI bis and VI ter of Article 199 terdecies-0 A du General Tax Code and 1 of the III of Article 885-0 V bis of the same code provides the following information:
« 1° A table that includes:
“(a) In line, the aggregate categories referred to in Article D. 214-80-1. These categories are subdivided, line by line, by types of fees mentioned in the same article, distinguished as the recipient is the distributor or manager;
“(b) In columns, the following elements:
“(i) Description of the aggregate category of fees and commissions;
"(ii) Description of the type of fees and charges collected;
"(iii) Fee cap rules and commissions, as derived from the application of section D. 214-80. These rules are in a percentage and, if applicable, in a description of this percentage;
"(iv) Rules for calculating and capping fees and commissions set out in the settlement of the fund referred to in section D. 214-80, where these rules are expressed in proportion of different plates than those referred to in (iii) of the b. These rules are available in a plate, rate or scale and, where appropriate, in a description of these plates, rates or scales;
"(v) Recipient of fees and commissions. This recipient is designated either as the manager or as the distributor, even in cases where these two categories of recipients remit these fees to other categories of end recipients;
« 2° A comprehensive description of the specific modalities for sharing the surplus value. This presentation immediately follows the table provided for at 1°.
"Art. D. 214-80-5.-The funds referred to in section D. 214-80 shall send to the subscriber a letter of information, within the same time as those applicable to the provision of the annual report. This letter presents, for each fund, as well as, where there are previous vintages of these funds, for each previous year, and for each year of subscription since the creation of the fund, one or more tables that include the following values:
« 1° In line, the following elements, divided by vintage of funds:
“(a) The sum of the liquidative values of the shares and the distributions made;
“(b) The amount of actual management and distribution fees, which can be collected by a standard method of calculation;
« 2° In columns, the following elements:
“(a) Description of the vintage of the fund;
“(b) Year of creation of this vintage;
"(c) Description of the sizes observed, as mentioned in 1°;
"(d) Values found, at the end of each exercise that has elapsed since the year mentioned in the b of the 2°, of the magnitudes mentioned in the 1°.
"Art. D. 214-80-6.-The following information, presented as a table, is indicated in the fund management report referred to in Article D. 214-80:
« 1° In line, the following elements:
“(a) A reminder of the maximum annual average cost rate manager and distributor referred to in 5° I of Article D. 214-80-2;
“(b) The actual average annual fee rate, presented per line for each fiscal year that has elapsed since the year in which the subscription referred to in section D. 214-80 took place;
"(c) The average annual fee rate actually found, on average, unhindered, over the period since this subscription exercise;
« 2° In columns, the following elements:
“(a) Each of the aggregate categories referred to in Article D. 214-80-1;
“(b) The total average annual fee rate for all categories set out in 2° a.
"Art. D. 214-80-7.-An order of the Minister for Economics defines the format of presentation and specifies the modalities for calculating the elements referred to in sections D. 214-80 to D. 214-80-6.
"Art. D. 214-80-8.-If the funds referred to in section D. 214-80 are sold by several distributors, the elements relating to the marketing and investment costs contained in the key information document for the investor, the regulation, the annual newsletter and the annual report may be included in the form of forks whose terminals are the values for the distributors requiring the lowest and highest levels of fees respectively. The values in the Subscription Bulletin and relating to individualized amounts per subscriber, as well as the maximum percentage of the amount of the subscription in the Entry Rights Fund, referred to in 1° of Article D. 214-80-2, may not be included in such ranges.
"Art. D. 214-80-9.-Any breach of the provisions of articles D. 214-80 to D. 214-80-8 shall be subject to the penalties provided for in the sixth paragraph of Article 1763 C of the General Tax Code.
“Paragraph 3
“Real collective investment organizations
“Subparagraph 1
“Common provisions
"Art. R. 214-81.-The buildings mentioned in 1° of I of Article L. 214-36 eligible for the assets of a real estate collective investment organization are:
« 1° leased or leased buildings on the date of acquisition by the organization;
« 2° The buildings that it makes to build, rehabilitate or renovate for rental;
« 3° Nude grounds located in an urban area or to urbanize delimited by a urban planning document.
"The buildings mentioned in the 2° can be acquired by term sales contracts, sales in the future state of completion or sale of buildings to renovate or rehabilitate.
"The real estate collective investment agency can enter into real estate promotion contracts for the construction of buildings mentioned in 2°.
"Art. R. 214-82.-The actual rights referred to in paragraph I of Article L. 214-92 are:
« 1° Property, nue-property and usufruct;
« 2° Emphyteosis;
« 3° The servitudes;
« 4° The rights of the lessee of a building lease or a rehabilitation lease;
« 5° any real right conferred by a title or emphytéotic lease due to the occupation of a dependency of the public domain of the State, a territorial authority, or a public institution on the works, constructions and facilities of a real estate character carried out on this dependency;
« 6° Other surface rights;
« 7° Any right under a foreign law and comparable to one of the rights mentioned in 1° to 6°.
"Art. R. 214-83.- Direct or indirect shares in companies mentioned in 2° and 3° of I of Article L. 214-36 are eligible for the assets of a real estate collective investment organization only if the following three conditions are met:
« 1° These companies establish annual accounts and intermediate accounts with a frequency at least semi-annual;
« 2° Real property and rights to the assets of these companies meet the conditions set out in Articles R. 214-81 and R. 214-82;
« 3° The relationship between the real estate investment organization and these companies is one of the following cases:
“(a) The real estate collective investment organization directly or indirectly holds the majority of voting rights in these companies;
“(b) The real estate collective investment organization or its management company shall, for two successive years, designate the majority of the members of the boards of directors, management or supervision of these companies. The real estate collective investment organization is presumed to have made this designation when it, directly or indirectly, disposed of a fraction greater than 40% of the voting rights, and no other partner or shareholder held, directly or indirectly, a fraction greater than its own;
"(c) The real estate collective investment organization or its management company has the right to exert a dominant influence on these companies under a contract or statutory clauses, where the applicable law permits it;
"(d) The real estate collective investment organization or its management company shall exercise one of the rights or powers referred to in a to c in conjunction with other organizations mentioned in the 5th I of Article L. 214-36 which are managed either by the management company of the real estate collective investment organization or, within the meaning ofArticle L. 233-3 of the Commercial Codeby a company that is controlled by it, by a society that controls it or by a society controlled by a society that controls it;
“e) These companies undertake, through a written agreement with the real estate collective investment organization or its management company, to transmit to the organization's management company the information that is necessary to it, in particular for the assessment of the assets and liabilities of these companies, to the calculation of the limits and quotas of investment in real estate assets of the organization, of the debt limit referred to in Article L. 214-tribu39 and to the determination
"Art. R. 214-84.-I. ― Direct or indirect participations in foreign law organizations referred to in the 5th I of Article L. 214-36 shall be eligible for the assets of a real estate collective investment organization only if these organizations establish annual accounts and intermediate accounts of at least semi-annual frequency.
“II. ― Direct or indirect participations held by a real estate investment fund in real estate investment funds, professional real estate investment funds or in foreign law organizations with an equivalent and similar object mentioned in the last sentence of 1° of Article L. 214-37 shall meet the conditions set out in Article R. 214-83.
"Art. R. 214-85.-By derogation from Article R. 214-83, the assets of a fixed capital real estate investment company may also include direct or indirect shares in companies mentioned in 2° and 3° of Article L. 214-36 which do not meet the conditions set out in 2° and 3° of Article R. 214-83,
"By derogation from R. 214-83, the assets of a real estate investment fund may also include direct or indirect participations in companies mentioned in 3° of I of Article L. 214-36 that do not meet the conditions set out in 2° and 3° of Article R. 214-83, within 20% of the real estate assets mentioned in 1° to 3° and 5° of Article R. 214-83.
"Art. R. 214-86.-The real estate collective investment organization must employ at least 20% of its real estate assets in built, leased or leased buildings. The conditions for assessing this 20% ratio are those set out in I and III of section R. 214-87.
"Art. R. 214-87.-I. ― For the assessment of the 20% limit referred to in R. 214-85 and the 20% ratio referred to in R. 214-86, the denominator shall consider:
« 1° Assets mentioned in 1° of Article L. 214-36 held directly by the real estate collective investment agency;
« 2° Real property, real rights referred to in R. 214-82 and, where applicable, credit-preneur rights, held directly by the companies mentioned in 2° or 3° of I of Article L. 214-36, of which the organization holds shares that meet the conditions set out in R. 214-83, prorated by the direct and indirect interests of the organization in these companies;
« 3° Direct participations under section R. 214-85 and direct participations held by the companies referred to in the 2nd of this article in companies referred to in section R. 214-85, prorated to the direct and indirect participations of the real estate collective investment organization in the companies referred to in the 2nd of this article;
« 4° Direct participations in organizations mentioned in the 5th I of Article L. 214-36, as well as direct participations held by the companies mentioned in the 2nd of this article in the organizations mentioned in this 5th, prorated direct and indirect participations of the real estate collective investment organization in the said companies mentioned in the 2nd of this article.
“II. ― For the assessment of the 20% limit referred to in R. 214-85, it shall be taken into account, in the numerator, the participations mentioned in 3° of I.
"III. ― For the assessment of the 20% ratio referred to in R. 214-86, it shall be taken into account, in the numerator, buildings constructed, leased or offered for rent held directly by the real estate collective investment organization and buildings built for rent held directly by the companies whose organization holds shares satisfying the conditions set out in R. 214-83, at the prorat
"Art. R. 214-88.-The 20% limit referred to in R. 214-85 and the 20% ratio referred to in R. 214-86 shall be met on June 30 and December 31 of each fiscal year after the three-year period referred to in L. 214-43.
"The management company of the real estate collective investment organization shall immediately inform the depositary of the organization of non-compliance with this limit or ratio. It also informs, without delay and no later than fifteen days after its finding, the Autorité des marchés financiers. It identifies the reasons for non-compliance and describes the measures it intends to implement in order to regularize its situation within a maximum of one year.
"Art. R. 214-89.-I. ― For the assessment of the quotas of 60% and 51% mentioned in 1° of Article L. 214-37, the denominator shall consider:
« 1° Assets mentioned in 1°, 4° and 6° to 9° of I of Article L. 214-36 held directly by the real estate collective investment agency;
« 2° Assets held directly by the companies referred to in 2° or 3° of I of Article L. 214-36, of which the organization holds participations meeting the conditions set out in Article R. 214-83, prorated to the direct and indirect participation of the organization in these companies;
« 3° Direct participations under article R. 214-85;
« 4° Direct participations in organizations mentioned in the 5th I of Article L. 214-36.
“II. ― For the assessment of the 60 per cent quota referred to in 1° of Article L. 214-37, applicable to the investment company with variable capital preponderance, the numerator shall consider:
« 1° Assets mentioned in 1° of Article L. 214-36 held directly by the investment company with a variable capital stock exchange;
« 2° Real property, rights referred to in Article R. 214-82 and, where applicable, the right of credit-preneur, held directly by the companies referred to in 2° or 3° of Article L. 214-36, of which the investment-preponderance company with variable capital holds shares that meet the conditions set out in Article R. 214-83, on the prorata of direct and indirect equity
« 3° Direct participations under section R. 214-85 as well as direct participations held by the companies mentioned in the 2nd in companies mentioned in section R. 214-85, prorated by direct and indirect participations of the real estate collective investment organization in the said companies mentioned in the 2nd;
« 4° Of the shares mentioned in the 4th I of Article L. 214-36 held directly by the investment company with variable capital stock exchange;
« 5° Direct participations in organizations mentioned in the 5th I of Article L. 214-36, as well as direct participations held by the companies mentioned in the 2nd of this article in the organizations mentioned in this 5th, pro rata of the direct and indirect participations of the real estate collective investment agency in these companies mentioned in the 2nd of this article.
"For the assessment of the 51% quota mentioned in the 1st of Article L. 214-37, the numerator shall take into account the assets mentioned in 1° to 3° and 5° of this II.
"III. ― For the assessment of the 60% quota referred to in 1° of Article L. 214-37 for the real estate investment fund, the numerator shall consider:
« 1° Assets mentioned in 1° of Article L. 214-36 held directly by the real estate investment fund;
« 2° Real property and rights referred to in R. 214-82 held directly by the companies referred to in 2° of I of Article L. 214-36, whose real estate investment fund holds shares that meet the conditions set out in R. 214-83, prorated by the direct and indirect participations of the real estate investment fund in these companies;
« 3° Real property and rights referred to in Article R. 214-82 held directly by the organizations mentioned in Article L. 214-36, 5° of which the real estate investment fund holds shares that meet the conditions set out in the last sentence of Article L. 214-37, prorated by direct and indirect participations of the real estate investment fund in these organizations.
"Art. R. 214-90.-The quotas of 60% and 51% mentioned in 1° of Article L. 214-37 are met on June 30 and December 31 of each fiscal year, after the three-year period referred to in Article L. 214-42.
"In the event of non-compliance with any of these quotas, the management company of the real estate collective investment organization must regulate the situation within a reasonable time and in such a way that each quota is met at least seven times per fixed period of five years from the three-year period referred to in Article L. 214-42. The management company immediately informs the agency's depositary of non-compliance with one of these quotas. It also informs, as soon as possible and no later than fifteen days after its finding, the Autorité des marchés financiers and the service of taxes to which it deposits its declaration of results or that to which the real estate collective investment agency deposits its own. The management company identifies the reasons for non-compliance and describes the measures it intends to implement to regulate the situation.
"Art. R. 214-91.-From the date of approval of the dissolution of the real estate collective investment organization by the Autorité des marchés financiers, the limit of 20% referred to in R. 214-85 and the ratio of 20% referred to in R. 214-86 and the quotas of 60% and 51% referred to in 1° of Article L. 214-37 are no longer applicable.
"Art. R. 214-92.-The deposits referred to in 8° of I of Article L. 214-36 are term deposits satisfying the following four conditions:
« 1° They are carried out with a credit institution with which a written agreement is passed. The seat of this establishment is established in a Member State of the European Union or a Party to the Agreement on the European Economic Area, or in another State, to the extent that the establishment is subject to prudential supervision and meets one of the criteria set out in the b to d of the 3rd of the I of Article R. 214-32-20;
« 2° Their term is less than or equal to twelve months;
« 3° They may be refunded or withdrawn at any time at the request of the real estate collective investment agency;
« 4° The amount paid in response to a claim for reimbursement, reduced by any advance refund fees or penalties, but increased by any interest, is at least equal to the original value of the deposit.
"Art. R. 214-93.-The liquid financial instruments referred to in 8° of I of Article L. 214-36 are:
« 1° Treasury bills;
« 2° The instruments of the monetary market referred to in 2° of the I of Article L. 214-24-55 whose remuneration does not depend, directly or indirectly, on the value of one or more financial contracts;
« 3° The obligations negotiated on a market referred to in Articles L. 421-1, L. 422-1 and L. 423-1 which are issued or guaranteed by a Member State of the Organisation for Economic Co-operation and Development, by the territorial authorities of a Member State of the European Union or party to the Agreement on the European Economic Area, or by an international public body of which one or more Member States of the European Union or parties to the agreement on the European Economic Area shall be part of or are issued by the Social Debt Relief Fund;
« 4° The shares or shares of OPCVM and FIA that meet the following two conditions:
“(a) be of the French law OPCVMs under section 1 or IAFs under subsection 2 (1) of chapter IV, section 2, title I, of Book II or of the foreign law OPCVMs approved in accordance with Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009;
“(b) Being invested and exposed to more than 90% of their net assets on securities mentioned in 1° to 3° or on deposits or liquidities mentioned in 4° and 6° of I of Article L. 214-24-55.
"Art. R. 214-94.-The liquidity referred to in 9° I of Article L. 214-36 are:
« 1° The deposits made with the depositary of the real estate collective investment agency, which meet conditions 3° and 4° of Article R. 214-92 and whose remuneration does not depend, directly or indirectly, on the value of one or more financial instruments in the term. These visual deposits are carried out by the organization within the strict limit of the needs related to the management of its flows;
« 2° Real estate collective investment agency operating claims.
"Art. R. 214-95.-The shares or shares of organizations referred to in 5° I of Article L. 214-36 may represent more than 10% of the assets of the real estate collective investment organization, subject to the conditions referred to in Article R. 214-120.
"The conditions for evaluating the 20% ratio referred to in R. 214-86 are those set out in I of R. 214-87 and the first paragraph of II of R. 214-120.
"Art. R. 214-96.-I. ― The financial instruments referred to in 6° and 7° of I of Article L. 214-36 and Article R. 214-93 issued by the same entity may not represent more than 10% of the assets of the real estate collective investment organization.
"The limit mentioned in the first paragraph does not apply:
« 1° To the obligations mentioned in the 3rd of Article R. 214-93;
« 2° The obligations under 6° of Article L. 214-36 constituting land obligations issued by land credit companies pursuant to 2° of Article L. 515-13 or obligations issued by a credit institution having its head office in a Member State of the European Union or party to the Agreement on the European Economic Area and subject to particular public control to protect the holders of these obligations. Amounts arising from the issuance of these obligations must be invested in assets that cover, if sufficient, the duration of the bonds' validity, the obligations arising therefrom and which are, by privilege, the reimbursement of capital and the payment of accrued interest in the event of a failure of the issuer;
« 3° The obligations under 6° of Article L. 214-36 issued by a credit institution whose exclusive purpose is to refinance the promissory notes mentioned in Articles L. 313-42 to L. 313-49, issued to mobilise long-term claims representative of housing loans, provided that these obligations have identical characteristics to those of the notes.
"II. ― The obligations referred to in 2° and 3° of I of this article and the shares referred to in 4° of I of Article L. 214-36 issued by the same company may not represent more than 10% of the assets of a collective real estate investment organization.
"Art. R. 214-97.-A real estate collective investment organization may not hold more than 20% of the same category of financial instruments referred to in 4°, 6° and 7° of I of Article L. 214-36 and to Article R. 214-93 of the same entity.
"For the assessment of this limit, each of the following financial instruments is a category:
« 1° shares or shares of the same entity;
« 2° Securities giving direct or indirect access to the capital of the same entity;
« 3° The titles of receivables directly or indirectly confer a general right of receivable on the heritage of the same entity.
"Art. R. 214-98.-In the limits and conditions defined in the general regulation of the Autorité des marchés financiers, the limits set out in sections R. 214-96 and R. 214-97 are not applicable to the shares or shares of the OPCVM of French law under subsection 1 or FIA of subsection 1 of subsection 2 of section 2 of chapter IV of title I of Book II or 2009 of the European Union.
"Art. R. 214-99.-The term deposits referred to in section R. 214-92 made with the same credit institution by the real estate collective investment agency may not represent more than 20% of its assets. This ratio does not apply to term deposits made with the depositary of the organization.
"Art. R. 214-100.-For the assessment of the quota referred to in 2° of Article L. 214-37, it shall be taken into account:
« 1° Deposits mentioned in R. 214-92 and 1° of R. 214-94 by the real estate collective investment agency;
« 2° Liquid financial instruments referred to in section R. 214-93 held by the organization.
"Art. R. 214-101.-In the event of non-compliance with the quota referred to in 2° of Article L. 214-37 after the three-year period referred to in Article L. 214-42, the management company of the real estate collective investment agency must regulate the situation as soon as possible and within one month. However, where the real estate investment organization does not have a financial instrument value sufficient to meet this quota, the regularization time is six months.
"The management company must immediately inform the agency's depositary of non-compliance with this quota. It must also inform, as soon as possible and no later than fifteen days after its finding, the Autorité des marchés financiers. This information explains the reasons for non-compliance, describes the measures that the management company is implementing to regularize the situation and specifies, as warranted, the envisaged regularization time.
"Art. R. 214-102.-From the date of approval of the dissolution of the real estate collective investment organization by the Autorité des marchés financiers, the quota mentioned in 2° of Article L. 214-37 and the limits and ratios provided for in Articles R. 214-92 to R. 214-101 are no longer applicable.
"Art. R. 214-103.-For the purposes of Article L. 214-39 and independently of the application of Article L. 312-2, the real estate collective investment agency subscribes loans from credit institutions whose headquarters is established in a Member State of the European Union or party to the agreement on the European Economic Area or in a Member State of the Organisation for Economic Cooperation and Development.
"The purpose of these loans is to finance the transactions referred to in Article L. 214-34. They may also allow it to meet, on a temporary basis, requests for the redemption of shares or shares by the holders or shareholders of the organization.
"Art. R. 214-104.-For the assessment of the limit referred to in Article L. 214-39, it shall be taken into account:
« 1° In the denominator, the assets mentioned in the 1st to 4th of Article R. 214-87;
« 2° In the numerator:
“(a) From the debt of the real estate collective investment agency resulting from the borrowings referred to in Article L. 214-39 that it contracts directly;
“(b) Debts of the companies mentioned in 2° and 3° of the I of Article L. 214-36, of which the organization holds direct or indirect participations satisfying the conditions set out in Article R. 214-83, prorated by the direct and indirect participations of the organization in these companies as well as debts of the organizations mentioned in 5° of the same I, prorated by the direct and indirect participations of the organizations These debts are the result of borrowings, other than the current account advances mentioned in c of 2°, b of 3° and 10° of I of Article L. 214-36, which these companies or organizations contract directly.
"Art. R. 214-105.-I. ― The limit referred to in section L. 214-39 must be met on June 30 and December 31 of each fiscal year, after the three-year period referred to in section L. 214-43.
"The management company of the real estate collective investment organization shall immediately inform the depositary of the organization of non-compliance. It also informs, as soon as possible and no later than fifteen days after its finding, the Autorité des marchés financiers. It indicates the reasons for non-compliance and describes the measures it intends to implement in order to regularize its situation within a maximum of one year.
“II. ― As from the date of approval of the dissolution of the real estate collective investment organization by the Autorité des marchés financiers, the limit referred to in section L. 214-39 is no longer applicable.
"Art. R. 214-106.-I. ― For the assessment of the limit referred to in Article L. 214-40, it shall be taken into account:
« 1° In the denominator, assets mentioned in 4° and 6° to 10° of I of Article L. 214-36 held by the organization;
« 2° In the numerator, the debt of the real estate collective investment organization resulting from the borrowings of species that it subscribes directly, other than those mentioned in Article L. 214-39.
“II. ― Effective the date of the dissolution of the real estate collective investment organization by the Autorité des marchés financiers, the limit referred to in section L. 214-40 is no longer applicable.
"Art. R. 214-107.-A real estate collective investment agency may receive or grant security rights on real property or rights mentioned in 1° of Article L. 214-36 or on the shares or shares of companies referred to in 2° and 3° of the same article and personal security rights relating to the same assets.
"Art. R. 214-108.-In the context of the management of participations in companies referred to in 2° and 3° of I of Article L. 214-36, a real estate collective investment organization may conclude with third parties of the asset and liability guarantees agreements and any agreement that imposes on the organization a financial commitment other than a commitment to the purchase or sale of such participations, where the following conditions are met:
« 1° The amount of the corresponding commitments shall be determinable;
« 2° The management company cannot conclude conventions by the effect of which the organization's assets would be weighed on commitments to the overall level of more than 50%;
« 3° The management company shall make available to holders of shares or shares of the organization a list of these commitments indicating their nature and their estimated amount.
"Art. R. 214-109.-A real estate collective investment agency may receive the guarantees referred to in Article L. 211-38 under the conditions set out in that same article, collateral guarantees or first-time guarantees.
"The real estate collective investment agency can only receive these guarantees provided that they are granted to it by an institution having the status of depositary of OPCVM or FIA, by a credit institution whose seat is established in a Member State of the Organisation for Economic Co-operation and Development or by an investment company whose seat is located in a Member State of the European Union or part of the agreement on the European Economic Area-2
"Art. R. 214-110.-A real estate collective investment organization may grant the guarantees referred to in Article L. 211-38 to the conditions defined in that same article and to the following additional conditions:
« 1° The guarantees granted by the organization relate to the financial instruments referred to in 4° to 7° of the I of Article L. 214-36 held by the organization or to the financial instruments and deposits referred to in 8° and 9° of Article L. 214-36 held by the organization beyond the 5% quota mentioned in Article L. 214-37 2°;
« 2° When the guarantees granted by the body are security rights, the constituting act of these security rights defines:
“(a) The nature of the property or rights that the beneficiary of the security rights may use or dispose of;
“(b) The maximum amount of property or rights that the beneficiary of the security rights may use or dispose of. This maximum amount cannot exceed 100% of the recipient's debt on the organization. The general regulation of the Autorité des marchés financiers specifies the modalities for calculating the beneficiary's receivable on the organization;
« 3° The terms and conditions for the valuation of the property or rights guaranteed by the organization are defined in the certificate or in an annexed contract between the parties. The general regulation of the Autorité des marchés financiers specifies the terms and conditions for the valuation of property or rights guaranteed by the agency.
"Art. R. 214-111.-I. ― The risk of counterparty on the same contractor is the risk that the contractor fails to meet one of its obligations and would result in a financial loss for the real estate collective investment organization. The amount of this risk is equal to the market value of the contracts diminished of the constituted guarantees, if any, to the benefit of the organization.
“II. ― The exposure of a real estate collective investment organization to the risk of counterparty on the same contractual partner resulting from the contracts of term financial instruments referred to in sections D. 214-113 and R. 214-114 and temporary acquisition and disposal of securities referred to in section R. 214-116 shall not exceed 10% of its net assets.
"III. ― The use by a real estate collective investment organization of long-term financial instruments, pension transactions and any other assimilated acquisition or temporary assignment of securities shall not lead the organization to deviate from the investment objectives set out in the information documents for subscribers.
"Art. R. 214-112.-The commitment of a real estate collective investment agency on term financial instruments is constituted by the highest amount between:
"– the potential loss of the body assessed at any time; and
"– the product of the lever effect that these instruments provide to the organism by the organism's assets.
"The terms and conditions for calculating the undertaking are defined by the general regulation of the Autorité des marchés financiers.
"Art. D. 214-113.-I. ― The long-term financial instruments referred to in Article L. 214-36, 6°, and Article L. 214-38 are those mentioned in Article D. 211-1 A, section D.
“II. ― A real estate collective investment organization may enter into contracts forming financial instruments for the term referred to in I, with a view to protecting its assets or achieving its management objective, under the conditions set out in R. 214-111 and under the following additional conditions:
« 1° The organization's commitment to term financial instruments, as defined in section R. 214-112, is not greater than the value of its net assets;
« 2° Contracts have the following characteristics:
“(a) They relate to instruments referred to in Article L. 214-24-55, including one or more features of these assets, or interest rates, exchange rates or currencies, a combination of the previous elements or financial indices, if any, relating to real estate prices and meeting the conditions set out in Article R. 214-32-25;
“(b) They are entered into regulated futures markets, the list of which is determined by order of the Minister responsible for the economy or meet the following criteria:
“(i) They may be released or liquidated at any time, at their market value referred to in this iii, at the initiative of the real estate collective investment organization;
“ii) They are concluded with a person mentioned in the second paragraph of Article R. 214-32-28;
“(iii) They are valued by the real estate collective investment organization, which is not based solely on market prices given by the counterparty and meets the following criteria:
« 1° Based on a reliable established market value for the instrument or, if such value is not available, on a valuation model using a recognized and appropriate method;
« 2° be audited by a third party independent of the counterparty to the financial instrument, on a regular basis and on such terms as the real estate collective investment organization can control it, or by a service of the real estate collective investment organization independent of the operational functions and equipped for this purpose;
"3 With the exception of contracts constituting term financial instruments based on indices that meet the conditions set out in section R. 214-32-30, the underlying investment in these contracts is necessarily taken into account in the application of the provisions set out in sections R. 214-95 to R. 214-99.
"Art. R. 214-114.-A real estate collective investment agency may enter into contracts constituting financial instruments for term referred to in Article L. 214-38 that meet the characteristics of credit derivatives defined by the conventions referred to in Articles L. 211-36 and L. 211-36-1, under the conditions set out in Articles R. 214-111 and D. 214-113.
"These financial instruments allow for the transfer of the credit risk associated with an instrument referred to in Article L. 214-24-55, regardless of other risks associated with that instrument, and meet the following criteria:
« 1° Under conditions established by the general regulation of the Autorité des marchés financiers (AMF), the real estate collective investment organization takes appropriate account of the risk that its partner holds information to which he does not have access;
« 2° Transmitters on which credit risk is based may be:
“(a) One or more States;
“(b) One or more international public bodies including one or more Member States of the European Union are members;
"(c) One or more territorial authorities of the European Union;
"(d) At least one or more legal persons issued:
“(i) Either debt securities that meet the criteria set out in section R. 214-32-20 or debt securities that have been admitted to negotiations on a regulated market within the meaning of section I R. 214-32-18 and that have made public, for at least one issue of such debt securities, at least one rating obtained from an organization on a list agreed by the Minister responsible for the economy;
“ii) Be capital securities admitted to negotiations on a regulated market within the meaning of Article R. 214-32-18;
“e) Several entities under categories have to d above;
« 3° The termination of the commitments created by these contracts can only result in the delivery or transfer of assets, including cash, eligible for the assets of a real estate investment organization.
"Art. R. 214-115.-Where a financial instrument referred to in 6° of I of Article L. 214-36 contains, in accordance with Article R. 214-32-24-1, a financial contract, the latter shall be taken into account for the purposes of sections R. 214-111 to R. 214-114.
"Art. R. 214-116.-I. ― A real estate collective investment organization may carry out, within 30% of its assets, temporary assignment of financial instruments referred to in 4° to 7° of Article L. 214-36.
“II. ― A real estate collective investment organization may, within 40% of its assets, carry out temporary acquisition of financial instruments referred to in 4° to 7° of I of Article L. 214-36 or R. 214-93.
"The liquidative values of the shares or shares of a real estate collective investment organization are determined taking into account changes in the value of the securities temporarily transferred.
"III. ― A real estate collective investment organization can only carry out the transactions referred to in I and II provided that the transactions are:
« 1° be carried out with an establishment mentioned in the second paragraph of Article R. 214-109;
« 2° be governed by a framework convention referred to in articles L. 211-36 and L. 211-36-1;
« 3° be taken into account for the application of the provisions set out in sections R. 214-95 to R. 214-100, the rules of exposure to the risk of counterparty defined in section R. 214-111 and the commitment rule defined in section D. 214-113;
« 4° To be released or liquidated at any time, at their market value or at a predetermined value, at the initiative of the organization.
"Art. R. 214-117.-For the assessment of the limits and ratios set out in sections R. 214-107 to R. 214-116, the operating claims of the real estate collective investment organization are not taken into account in the assets of the organization.
"Art. D. 214-118.-The minimum amount of the net assets of a real estate collective investment organization is 500 000 €.
"Art. R. 214-119.-The organization may not make advances in current account referred to in Article L. 214-42 to companies that do not meet the conditions set out in 2° and 3° of Article R. 214-85 only within 10% of its assets.
"Art. R. 214-120.-A real estate collective investment organization whose information document of the subscribers provided for in Article III L. 214-35 provides that the organization is reserved for twenty holders of shares or shares to the maximum or to a class of investors whose characteristics are defined in the general regulation of the Autorité des marchés financiers in accordance with the fifth paragraph of Article L. 214-73 may, in accordance with
« 1° The organization's subscriber information document refers to the use of this exemption;
« 2° The securities referred to in 5° of Article L. 214-36 issued by the same agency may not exceed 10% of the assets of the real estate collective investment organization, excluding the operating claims of the organization.
"Art. R. 214-121.-For the assessment of the 20% ratio referred to in section R. 214-86 to the real estate collective investment organizations referred to in section R. 214-120, it is also taken into account for the application of the III of section R. 214-87 of the buildings constructed, leased or offered for rent, held directly by the organizations mentioned in 5° of the I of the 36
"Art. R. 214-122.-I. ― A real estate collective investment organization derived from the transformation or splitting of a civil real estate investment corporation may derogate from the provisions of R. 214-86.
"When making use of this exemption, the subscriber information document provided for in Article L. 214-35 is mentioned.
“II. ― Where an organization referred to in I merges with another civil real estate investment corporation, with another real estate collective investment organization or with a professional real estate investment agency, or receives in-kind contributions of real estate assets referred to in Article L. 214-36 of another real estate investment civil society, another real estate collective investment organization or a professional real estate investment agency, the provisions of the article R86
"Art. R. 214-123.-The annual report on the management of a real estate collective investment organization, referred to in the third paragraph of Article L. 214-50, includes the following information:
« 1° A summary of the organization's management objective;
« 2° A description of the evolution of real estate and financial markets during the fiscal year;
« 3° A commented description of the significant events of the exercise;
« 4° Encrypted and commented information on the main elements of the organization's management;
« 5° A table of the last five exercises including the distributions performed;
« 6° General information on the valuation of real estate assets;
« 7° The situation at the close of the organization's exercise;
« 8° Changes in valuation methods and their reasons in the presentation of annual accounts;
« 9° Information on the organization and operation of the body's management, administration and oversight bodies;
« 10° Information on compliance with the rules of conduct and ethics applicable to the organization's management society;
« 11° The predictable evolution of the organization's activity, at least for the upcoming fiscal year, in relation to the evolution of real estate markets and financial markets;
« 12° The situation of the debt and liquidity of the organization;
« 13° An inventory showing the main features of the agency's real estate portfolio and financial instruments, if not included in the annual accounts;
« 14° Significant events that occurred after the fiscal year ended.
"The general regulation of the Autorité des marchés financiers specifies the content of each of these information.
"Art. D. 214-124.-I. ― A real estate collective investment organization can change from one accounting year to another. This change can only occur on the opening date of an exercise. The information document provided for in Article L. 214-35 specifies the cases and conditions in which such a change of monetary unit may be made.
“II. ― During the subscription or redemption of each share of the investment corporation with variable capital or of each share of real estate investments, the regularization accounts referred to in sections L. 214-69 and L. 214-81 shall be increased or decreased in an amount equal to the share of the distribuable amounts, included in the liquidative value of the corporation or the fund referred to in sections L. 214
"III. ― The management fees and other costs and expenses referred to in the 3rd of section L. 214-51 are primarily related to the costs and expenses that fall under the overall purpose and operation of the real estate collective investment organizations without being directly assigned to a particular asset class.
"These costs and expenses are distributed among the products of the various asset categories referred to in I of section L. 214-36 of the fixed-rate real estate investment corporation or the real estate investment fund, commensurate with the average of the value, as of June 30 and December 31 of the previous year, of each of these asset classes.
"IV. ― Where an asset acquisition transaction by the real estate collective investment organization has not been completed, the costs and expenses incurred in the course of this transaction shall be assigned to the proceeds of the asset class referred to in Article I 214-36 to which the assets that were to be acquired if the transaction had been carried out.
"Art. R. 214-125.-The provision of the annual accounts referred to in section L. 214-50 shall be made within forty-five days of the end of the fiscal year.
"The disposition of the management report referred to in section L. 214-50 is made within seventy-five days of the year's closing.
"Art. R. 214-126.-I. ― The report of the External Auditor on the merger or splitting operations of a real estate collective investment organization shall be made available to the holders or shareholders of the organization at least eight days before the date of the general assembly of the real estate preponderance corporation to variable capital, to be determined on the transaction or, in the case of a real estate investment fund, at least eight days prior to the date of establishing the liquidity value.
"This report covers the modalities of merger or splitting and the assessment of in-kind inputs carried out in this operation.
“II. ― The report of the External Auditor on the in-kind contribution transactions of a real estate collective investment organization shall be made available to the holders or shareholders of the organization at least eight days before the date of the general assembly of the real estate equity investment corporation to be determined on the transaction, or, in the case of a real estate investment fund, at least eight days before the date of finding the liquid value For the investment company with variable capital preponderance, this report is filed at the court office within the same period.
"This report describes each of the inputs and outlines the assessment method adopted by external evaluation experts.
"III. ― The report of the Auditor on the distribution of deposits of a real estate collective investment organization is forwarded to the board of directors or to the directorate of the fixed capital real estate investment corporation or to the real estate investment fund management company.
"IV. ― The report of the auditor on disposal and liquidation transactions shall be made available to shareholders or porters within a maximum period of forty-five days after the liquidation. This report mentions transactions that have occurred since the end of the fiscal year.
"Art. A. 214-127.-For the purpose of certifying the accuracy of the periodic information referred to in section L. 214-53, the Auditor shall be notified at least two weeks before the date for its publication.
"Art. R. 214-128.-The summary report on the accomplishment of the mission of external experts in assessment referred to in Article L. 214-55 is made available to bearers or shareholders who apply for it, within forty-five days after the publication of the annual report of the real estate collective investment organization. When a carrier or shareholder requests to receive the report in paper format, the costs associated with its mailing may be charged.
"In the case of a real estate investment fund, this report is made available to members of the fund supervisory board within five days of its establishment, in accordance with the terms and conditions defined by the Fund's settlement.
"This report is communicated to the depositary, the auditor and the fund management company or to the fixed capital real estate preponderance corporation within five days.
“Subparagraph 2
“Special rules on investment companies
with variable capital
"Art. R. 214-129.-Section R. 214-4 applies to investment companies with variable capital preponderance.
“Subparagraph 3
“Special rules relating to
Investment Funds
“Subparagraph 4
“Investment agencies
real estate collective with compartments
“Paragraph 4
“Civil real estate investment companies
and forest saving companies
“Subparagraph 1
“General Regime
"Art. R. 214-130.-The Commissioners of Contributions are selected from among the auditors on the list provided for in theArticle L. 822-1 of the Commercial Code or among experts on one of the lists established by the Courts of Appeal and the High Courts.
"They are appointed by the president of the court of large instance adjudicating upon request.
"They can be assisted in the fulfilment of their mission by one or more experts of their choice. The fees of these experts are borne by the company.
"Art. R. 214-131.-The report of the Commissioners of Contributions shall be tabled, at least eight days before the date of the General Constitutive Assembly, at the address of the head office of the corporation mentioned in the statutes.
"It is held at the disposal of the founders, who can read about it and obtain a full or partial copy.
"Art. R. 214-132.-In the event of partial intakes of assets, sections L. 214-113, R. 214-130 and R. 214-131 apply.
"Art. R. 214-133.-The founders are summoned to the constitutive general assembly by registered letter with request for notice of receipt at least eight days before the date of the assembly.
"Art. A. 214-134.-Any person may, at any time, obtain, at the company's headquarters, a certified true copy of the company's statutes, effective on the day of the application.
"A document shall be annexed to this copy stating the names, common names and domiciles of the management company leaders, members of the supervisory board and the auditors in office.
"The costs of issuing these documents charged to the applicant cannot exceed the sum of €1.50.
"Art. R. 214-135.-The value of re-enactment of the corporation is determined from the increased realization value of the subscription commission at the time of re-enactment, multiplied by the number of shares issued, as well as the estimate of the costs that would be required for the acquisition of the corporation's heritage at the closing date of the fiscal year.
“Subparagraph 2
“Subscription of shares
“Subparagraph 3
“Management
“Subparagraph 4
“General Assembly
"Art. R. 214-136.-The General Assembly is convened by the Management Society.
"If not, it may be summoned:
« 1° By an External Auditor;
« 2° By the Supervisory Board;
« 3° By a designated agent at the request of one or more partners meeting at least one tenth of the social capital or of any interested in an emergency;
« 4° By the liquidators.
"Art. R. 214-137.-Civil real estate investment companies or forestry savings companies that intend to use electronic telecommunications in place of a postal shipment to comply with the formalities set out in sections R. 214-138, R. 214-143 and R. 214-144 shall, in writing, collect the agreement of interested partners.
"Partners who have accepted the use of the electronic channel shall transmit to the civil real estate investment corporation or to the forest savings company their e-mail address, updated as appropriate. They may at any time ask the company, by registered letter with a request for a notice of receipt, the recourse, in the future, of the postal channel.
"The request for the transmission of documents electronically, to be validly taken into account at the next meeting, is notified by the management company no later than twenty days before the date of this meeting. Otherwise, electronic transmission will be effective for the next general meeting held on the first convocation.
"Art. R. 214-138.-I. ― Subject to Article R. 214-137, the associates are summoned to the general assemblies by a notice of convocation inserted in the Bulletin of mandatory legal announcements and by an ordinary letter which is personally addressed to them.
"The notice and letter of summons indicate the name of the corporation, possibly followed by its acronym, the form of the corporation, the amount of the capital, the address of the head office, the day, time and place of the general assembly, its nature, its agenda, and the text of the draft resolutions that will be presented to the assembly by the leaders of the society, along with the documents to which these projects refer.
"The items on the agenda are denominated so that their content and scope appear clearly without reference to other documents other than those attached to the convocation letter.
"The partners may ask to be summoned by registered letter. In this case, the amount of the recommendation fee is borne by the civil real estate investment corporation or the forest savings company.
“II. ― One or more associates representing at least 5% of social capital may apply for inclusion on the agenda of the meeting of draft resolutions. This application is addressed to the head office of the civil real estate investment corporation or the forest savings corporation, by registered letter with a request for notice of receipt or electronically, at least 25 days before the date of the meeting held on first convocation.
"However, where the capital of the corporation is greater than €760,000, the amount of the capital to be represented under the preceding paragraph is, according to the amount of that capital, reduced as follows:
« 1° 4% for the first tranche of €760,000;
« 2° 2.5 % for the capital between €760,000 and €7,600,000;
« 3° 1% for the slice between €7,600,000 and €15,200,000;
« 4° 0.5% for surplus capital.
"The text of the draft resolutions can be accompanied by a brief statement of reasons.
“The management company acknowledges receipt of draft resolutions by registered letter within five days of receipt. The draft resolutions are on the agenda and submitted to the Assembly.
"Art. R. 214-139.-The deadline between the date of the insertion containing the notice of summons, or the date of the sending of the letters if that consignment is later, and the date of the assembly is at least fifteen days on first convocation and six days on next convocation.
"Art. R. 214-140.-When a meeting was unable to deliberate regularly because of the required quorum, the second meeting was convened in the forms provided for in R. 214-138. The notice and letter of summons recall the date of the first meeting.
"Art. R. 214-141.-The correspondence form allows a vote on each of the resolutions, in the order of their presentation to the assembly.
"He offers the partner the opportunity to express, on each of the resolutions, a vote favourable or unfavourable to his adoption or his will to abstain from voting.
"He informs the partner in a very apparent manner that any abstention expressed in the form or resulting from the absence of a vote will be assimilated to a vote unfavourable to the adoption of the resolution.
"The correspondence form sent back to society for a meeting is valid for successive assemblies convened with the same agenda.
"Art. R. 214-142.-The form includes the date before which, in accordance with the statutes, it must be received by the corporation to be taken into account. When it was agreed between the corporation and the intermediaries authorized by it that the latter would no longer accept to transmit to the corporation forms of voting received by them after a date prior to the date fixed by the corporation, reference is made to that date.
"The text of the proposed resolutions accompanied by a statement of the reasons and indication of their author is annexed to the form.
"Art. R. 214-143.-If the correspondence form and the proxy form are on a single document, the document shall include, in addition to the mentions provided for in articles L. 214-104 and L. 214-105, the following:
« 1° The name, common name, domicile and number of shares of which the partner is the holder;
« 2° The signature of the partner or his legal or judicial representative;
« 3° The reference that the document may be used for each resolution for a correspondence vote or for a proxy vote;
« 4° The mention that it may be given power to vote on behalf of the signatory to a designated agent under the conditions of Article L. 214-104 whose provisions are reproduced;
« 5° The clarification that, if new resolutions are likely to be submitted to the Assembly, the signatory has the ability to express in this document its willingness to abstain or give a warrant to the President of the General Assembly or to a designated agent under the conditions laid down in Article L. 214-104.
"Art. R. 214-144.-I. ― The following documents and information shall be sent or made available to any partner under the conditions set out in articles R. 214-137 and R. 214-138, no later than fifteen days before the meeting:
« 1° The report of the management company;
« 2° The report(s) of the Supervisory Board;
« 3° The report(s) of the auditors;
« 4° The voting formula(s) by correspondence or by proxy;
« 5° If this is the ordinary general meeting provided for in the first paragraph of section L. 214-103: the balance sheet, the result account, the schedule and, where applicable, the reports of the supervisory board and auditors.
“II. ― When the agenda includes the designation of the supervisory board, the summons states:
« 1° The names, common names and age of candidates, their professional references and activities over the past five years;
« 2° The jobs or functions occupied in society by the candidates and the number of shares they hold.
"Art. R. 214-145.-At each meeting, a attendance sheet contains the following:
« 1° The names, common names and domiciles of each partner present as well as the number of shares of which he or she holds;
« 2° The names, common names and domiciles of each agent as well as the number of shares of its principals;
« 3° The names, common names and domiciles of each partner represented as well as the number of shares of which he or she holds.
"The powers given to each agent refer to the names, common names and domiciles of each agent as well as the number of shares of which he or she holds. They are annexed to the presence sheet and communicated under the same conditions as the presence leaf.
"The presence sheet has the signatures of the partners present and the agents is certified to be exact by the office of the assembly. A summary of the correspondence votes and the forms established for this purpose is attached to the attendance sheet.
"Art. R. 214-146.-The meetings of associates are chaired by the person designated by the statutes. Otherwise, the assembly elects its president.
"The two members of the assembly are elected to scrutiny, with the greatest number of votes and accepting this function.
"The president, the two deputy returning officers and the secretary they designate form the office of the assembly. Unless otherwise provided by the statutes, the secretary may be chosen outside the partners.
"Art. R. 214-147.-The minutes of the proceedings of the meeting mention the date and place of the meeting, the method of convening, the agenda, the composition of the bureau, the number of votes cast and its consequences on the quorum, the documents and reports submitted to the assembly, a summary of the debates, the text of the resolutions put to the vote and the outcome of the votes. It is signed by officers.
"Art. R. 214-148.-The minutes are based on a special register held at the company's headquarters. This register is listed and approved by a judge of the court of proceedings or by the mayor of the commune or one of his deputy, in the ordinary form and without charge.
"Art. R. 214-149.- Copies or records extracts of meetings are validly certified by the management company or by a member of the supervisory board. They can also be certified by the secretary of the assembly.
“Subparagraph 5
« Accounting provisions
"Art. R. 214-150.-A partner, whether or not assisted by a person of his or her choice, may at any time become aware of the following documents relating to the last three exercises: balances, results accounts, annexes, inventories, reports submitted to meetings, attendance sheets and minutes of such meetings, overall remuneration for management, management and administration of the corporation as appropriate,
"The right to be aware of these documents includes, with the exception of the inventory, a copy thereof.
"Art. R. 214-151.-The inventory and annual accounts are made available to the auditors in the month following the year's closing. The management report is made available within forty-five days of the closure.
"Not later than one month after receipt of the management report or, where appropriate, the revised annual accounts as a result of their observations, the auditors shall file their reports to the company's headquarters and the special report under section L. 214-106.
"The auditors are subject, in the performance of their duties, to Articles R. 821-23 to R. 823-10 of the Commercial Code.
“Subparagraph 6
« Fusion
"Art. R. 214-152.-A month no later than the date of the first general assembly to be decided on the transaction, the proposed merger is subject to a notice inserted in the Bulletin of Mandatory Ads and a deposit at the office of the trade tribunal of the companies concerned.
"Art. R. 214-153.-The proposed merger and the report of the auditors on the terms and conditions of the operation are attached to the summons addressed to the associates at least fifteen days before the date of the general assembly called to decide on the operation.
"Art. R. 214-154.-The partner who cannot claim, given the parity of exchange, to a whole number of shares may obtain the refund of the breach or pay in cash the necessary supplement to the allocation of one share. These refunds or payments are neither diminished nor increased the costs and commissions of redemption or subscription.
“Subparagraph 7
“Rules of good conduct
“Subparagraph 8
“Special provisions
Civil Real Estate Investment Corporations
"Art. R. 214-155.-I. ― The buildings referred to in sections L. 214-114 and L. 214-115 eligible for the assets of a civil property investment corporation are:
« 1° leased or leased buildings on the date of their acquisition by the company;
« 2° The buildings it makes to build, rehabilitate or renovate for rental;
« 3° Nude grounds located in an urban area or to urbanize delimited by a urban planning document.
"The buildings mentioned in the 2° can be acquired by term sales contracts, sales in the future state of completion or sale of buildings to renovate or rehabilitate.
"The civil real estate investment company can enter into real estate promotion contracts for the construction of buildings mentioned in 2°.
“II. ― The buildings mentioned in 3° of I cannot represent more than 10% of the value of the real estate property of the civil real estate company.
"Art. R. 214-155-1.-The actual rights mentioned in 1° of I of Article L. 214-36 are:
« 1° Property, nue-property and usufruct;
« 2° Emphyteosis;
« 3° The servitudes;
« 4° The rights of the lessee of a building lease or a rehabilitation lease;
« 5° any real right conferred by a title or emphytéotic lease due to the occupation of a dependency of the public domain of the State, a territorial community or a public institution on the works, constructions and facilities of a real estate character carried out on this dependency;
« 6° Other surface rights;
« 7° Any right under a foreign law and comparable to one of the rights mentioned in 1° to 6°.
"Art. R. 214-156.-I. ―direct or indirect participations in companies mentioned in 2° I of Article L. 214-115 may represent up to 100% of the assets of a civil real estate investment corporation, if the following three conditions are met:
« 1° These companies establish annual accounts and intermediate accounts with a frequency at least semi-annual;
« 2° Real property and rights to the assets of these companies meet the conditions set out in Articles R. 214-155 and R. 214-155-1;
« 3° The relationship between civil real estate company and these companies is one of the following cases:
“(a) Civil real estate investment corporation directly or indirectly holds the majority of voting rights in these companies;
“(b) For two consecutive years, the civil real estate company designates the majority of the members of the bodies of administration, management or supervision of these companies. The civil real estate investment corporation is presumed to have made this designation when it disposed of, directly or indirectly, a fraction greater than 40% of the voting rights and no other partner or shareholder held, directly or indirectly, a fraction greater than its own;
"(c) The civil real estate investment company has the right to exert a dominant influence on these companies under a contract or statutory clauses, where the applicable law permits it;
"(d) The civil real estate investment corporation shall exercise one of the rights or powers referred to in a to c in conjunction with other civil real estate investment companies or organizations referred to in 3° I of Article L. 214-115 that are managed by the civil real estate investment corporation or, within the meaning ofArticle L. 233-3 of the Commercial Codeby a society which it controls, by a society that controls it or by a society controlled by a society that controls it;
“e) These companies undertake, through a written agreement with the civil real estate investment company, to transmit to the management company of the civil real estate investment corporation the information it needs, in particular for the valuation of the assets and liabilities of these companies and the debt limit referred to in Article L. 214-101.
“II. ― By derogation from I, the assets of a civil real estate investment corporation may also include direct or indirect participations in companies mentioned in 2° I of Article L. 214-115 that do not meet the conditions set out in 2° and 3° of this I, within 10% of the Venal Value of the Real Property Heritage of the Civil Real Estate Investment Corporation.
"The shares, shares or rights of civil real estate investment companies and organizations referred to in 3° of I of Article L. 214-115 shall not represent more than 10% of the value of the real estate assets of civil real estate company.
"Art. R. 214-157.-The expansion or reconstruction work and the disposal of elements of their real estate to which civil real estate companies can proceed shall comply with the following conditions:
« 1° With regard to enlargement work:
"The cost, all taxes included, of the expansion of a building, carried out during a twelve-month period, shall not exceed 15% of the value of the real estate assets of the civil real estate company in the balance sheet of the last fiscal year ended. The total amount of work, including the improvement work carried out during the expansion operation of the same building, is taken into account for the assessment of this percentage. If the expansion work is not carried out under the same fiscal year, the 15% limit referred to above may be combined with that of the next fiscal year alone;
« 2° With regard to reconstruction work:
"The cost, all taxes included, of reconstruction work carried out during a twelve-month period shall not exceed 15% of the venal value of the real estate assets of the civil real estate company in the balance sheet of the last fiscal year ended. The total amount of work, including improvement and expansion work, carried out during the reconstruction operation of the same building is taken into account for the assessment of this percentage. If the reconstruction work is not carried out under the same exercise, the 15 per cent limit can be combined with the one in the next fiscal year.
"The compliance with the 15% limit is not required where the total or partial reconstruction of the building is required by a force majeure case or where the work is required by the existing regulations;
« 3° With regard to the assignments of property assets:
“(a) The civil real estate company has owned the property that has been transferred for at least five years at the date of sale;
“(b) The cumulative value of the buildings transferred during a twelve-month period shall not exceed 15% of the value of the real estate assets of the civil real estate company in the balance sheet of the last fiscal year ended. If no assignment is made for a fiscal year, or in two successive fiscal years, this limit may be deferred and accumulated with that of the next fiscal year, within the limit of three fiscal years;
"(c) The limit provided for in b is not applicable to transfers made in the three years preceding the term of the civil real estate company's statutory period, provided that this period is not subsequently extended and that no new real estate investment is made with the proceeds of the assignments made;
"(d) The civil real estate investment company may assign real estate assets within a twelve-month period without meeting the time limit set out in a, within a cumulative value of 2% of the value of the real estate assets of the civil real estate company in the balance sheet of the last fiscal year ended;
“e) The time limit set to the a does not apply where the assignment relates to an immovable held by a corporation referred to in Part II of section R. 214-156 or where the assignment of shares, shares or rights of civil real estate investment corporations and organizations referred to in Part 3 of Article L. 214-115.
"Art. R. 214-157-1.-The value of realisation and the value of re-establishment of civil real estate investment society are determined annually by the management company.
"The value of real property and property rights held directly or indirectly by the civil real estate company and by the companies mentioned in 2° I of Article L. 214-36 is appreciated by an external evaluation expert.
"Each building is subject to expertise every five years. The kidney value mentioned in the previous paragraph is updated by the expert each year.
"The external evaluation expert is appointed by the management company for five years under the conditions set out in Article L. 214-24-16 after acceptance of his application by the ordinary general assembly of the associates.
"The net value of other assets, determined under the control of the External Auditor, takes into account latent surplus-values and less-values on financial assets.
"Art. R. 214-158.-Ne can merge only companies whose heritage is composed by majority of buildings for primary use of dwelling or for commercial primary use. To characterize a heritage in relation to the use of housing or commercial use, it is taken into account the value of the buildings that compose it.
"Art. R. 214-159.-The merger project is decided by the management company of each of the companies participating in the transaction.
"It contains the following indications:
« 1° The inventory of real estate, the name and head office of all participating companies;
« 2° The motives, purposes and conditions of the merger;
« 3° The dates on which the accounts of the companies concerned were determined to establish the conditions of the transaction;
« 4° Exchange parities and method of calculation;
« 5° The date of the merger.
"Art. R. 214-160.-A civil real estate investment corporation may transmit its property by way of splitting referred to in the first paragraph of Article L. 214-118 to several real estate collective investment organizations or professional real estate collective investment organizations taking the form of a real estate investment fund, a professional real estate investment fund, a variable capital preponderance investment company or a professional real estate investment company
"At least one month before the date of the general assembly called to decide on the split, the draft scission is subject to a notice inserted in the Bulletin of Mandatory Legal Ads and a deposit at the office of the commercial court of the civil real estate company's headquarters. This notice includes the following:
« 1° The motives, purposes and conditions of the transmission of heritage through splitting;
« 2° Draft statutes or regulations of real estate collective investment organizations or professional real estate collective investment organizations under the operation;
« 3° The assessment of the assets whose transmission to real estate collective investment organizations or professional real estate investment organizations is planned;
« 4° Social rights exchange reports;
« 5° The estimated amount of the split premium;
« 6° The date for the split.
"The auditors of the civil real estate investment corporation shall prepare a report on the modalities of the split and on the valuation of the assets to be transmitted to real estate collective investment organizations or professional real estate investment organizations. This report is communicated to associates at least fifteen days before the date of the general assembly.
“Subparagraph 9
"Special Provisions to Forest Savings Corporations
under Article L. 214-121
"Art. R. 214-161.-Forest savings companies established under section L. 214-121 and their management companies are governed by this subparagraph.
"This sub-paragraph is not applicable to forest savings companies that devote a fraction of their assets to the enhancement or guarantee of loans.
"Art. R. 214-162.-I. ― The assets of forest savings companies referred to in R. 214-161 include, for at least 60%, a forest heritage comprising:
« 1° Forests and woods;
« 2° Naked land to wood;
« 3° Inseparable accessories and dependencies of wood and forests such as:
“(a) Buildings, including forest houses;
“(b) Infrastructure related to wood and forest management;
"(c) Forestry and forestry equipment;
"(d) Fields with pastoral vocation in the conditions fixed to second paragraph of Article L. 241-6 of the Forest Code and article R. 241-2 of the same code;
“e) Gagnage and game culture grounds;
“(f) Ponds enclaved or adjacent to a forest massif.
"The maximum percentage of surfaces that can be consecrated by a forest society to the accessories and dependencies mentioned in d, e and f is fixed by joint decree of the Minister for Forests and the Minister for Economic Affairs;
« 4° Interest shares of forest groupings and shares of companies whose exclusive purpose is the possession of wood and forests.
“II. ― The assets of forest savings companies may also include liquidity or assimilated values consisting of cash recorded in account, invested in term accounts, cash vouchers issued by a bank or financial institution, Treasury bills, negotiable debt securities, shares or shares of French or foreign UCIs regularly marketed in France and whose information document provides for a monetary or bond classification,
"III. ― If it is found, at the end of the year's accounts, that the 60% percentage referred to in I is not met, the forest savings company has a one-year time limit for compliance. This period is extended to three years in the event of a storm, hurricane, cyclone or natural phenomenon that is recognized in abnormal intensity by joint order of the Minister for Forests and the Minister for Economics recognizing the state of natural disaster or, where an antibiotic agent is involved, by a decision of the Minister for Forests.
"Art. R. 214-163.-The exchange and disposal of wood and forests, interest shares of forest groupings or shares of companies whose exclusive purpose is the possession of wood and forests to which forest saving companies can carry out the following conditions:
« 1° For exchange transactions, the forest savings company has owned the forest or the share of the corporation that has been assigned for at least three years at the date of the trade. This condition is not required for the exchange of management units whose area is less than 10 hectares. Exchanges may be limited to goods of comparable value, with, where appropriate, a relief, at the expense or for the benefit of the corporation, representing a maximum of 30% of the value of the exchanged property;
« 2° For disposal operations, the Forest Savings Corporation has owned the forest or the share of a corporation that has been transferred for at least six years at the date of disposal. This condition is not required for the disposal of management units whose area is less than 10 hectares.
"In the event of an assignment, the Forest Savings Corporation presents an aer to the simple management plan to which its assets are subject in order to remove the assigned parcels and to devote within three years the proceeds of the assignment to the purchase of wood and forests, interest shares of forest groupings or parts of companies whose exclusive purpose is the possession of wood and forests, or work to improve the assets held.
" Subject to the provisions set out in III of Article R. 214-162, the cumulative value of the assets and shares of the corporation exchanged or disposed of during a twelve-month period does not exceed 15% of the value of the entire heritage of the forest savings corporation as set out in the balance sheet of the last fiscal year ended. If no assignment is made in a fiscal year, the limit for maturity and disposals made in the following fiscal year is increased to 30%.
"Art. R. 214-164.-The exchanges, alienations or constitutions of real rights relating to the forest heritage of forest saving societies are subject to the authorization of the ordinary general assembly of the partners.
"However, the following operations, provided that they cover a surface of less than 1% of the woods and forests held by the forest saving company, within 10 hectares, are the subject of simple information to the general assembly of the partners:
« 1° Normal management operations allowing an improvement of forest plots belonging to the forest saving company or the structure of the property by resorption of enclaves or modification of limits;
« 2° Mutations of enjoyment or ownership for the realization of equipment, fittings or constructions of public interest;
« 3° Declared operations of public utility as well as exchanges or alienations made under one of the land use modes defined in Article L. 121-1 of the Rural Code and Maritime Fisheries.
"It is also the subject of a mere information the mutations with a commitment to sustainable management and, if necessary, a legal mortgage for the benefit of the treasury in accordance with the articles 199 decies H, 793 or 885 H of the general tax code as well as transfers with commitments made in the context of public aid transactions.
"Art. R. 214-165.-The buyers of shares of a forest savings company are informed of all the characteristics of the forest heritage and the risks involved.
"Art. R. 214-166.-In accordance with the second paragraph of Article L. 214-121, the forest heritage held directly or indirectly by a forest saving corporation is managed in accordance with one or more simple approved management plans.
"When, at the time of the acquisition of the property, no simple management plan is approved, the forest savings company is required to have one approved within three years. In this case, the Forest Savings Corporation undertakes to apply to the forest the regime provided for in the Decree of 28 June 1930 on the conditions for the application of Article 15 of the Financial Law of 16 April 1930 until the date of the approval of the simple management plan.
"The land acquired after the establishment of the simple management plan is the subject of an advent to organize their management.
"When the heritage of a forest savings company includes bare land to be wooded, it undertakes to reforest them within three years and to apply a simple approved management plan to them.
"Art. R. 214-167.-I. ― In the event that a forest savings company holds at least 50% of the interest portions of a forest group or a society whose exclusive purpose is the possession of wood and forests, the second paragraph of section R. 214-166 also applies to the forest heritage of the forest group or society whose exclusive purpose is the possession of wood and forests.
“II. ― In the event that a forest savings company holds less than 50% of the interest shares of a forest group or a corporation whose exclusive purpose is the possession of wood and forests, the forest group or the corporation's heritage is managed, at the time of the acquisition of these shares, in accordance with a simple approved management plan whose application duration is not less than three years.
"Art. R. 214-168.-The work and cuts of wood in the woods and forests held by forest saving companies comply with the following conditions:
« 1° Subject to the provisions of Article R. 214-166, work and cuts shall be carried out in accordance with a simple approved management plan;
« 2° Unplanned cuts in a simple management plan are subject to prior authorization from the National Forestry Property Centre pursuant to Articles R. 222-14 to R. 222-18 of the Forest Code. The mandatory re-enactment work resulting from it is subject to a simple management plan in accordance with section R. 222-12 of the same code. In addition, if this work covers an amount greater than 10% of the last value of the treated forest, they are subject to special authorization from the ordinary general assembly of the associates.
"Art. R. 214-169.-I. ― For the application to forest savings companies of articles R. 214-150 and R. 214-151, the status of the property corresponds to the inventory.
“II. ― Articles R. 214-148 and R. 214-151 are applicable to forest saving companies subject to the following modifications:
« 1° The length of time required to make available to the auditors the documents referred to in section R. 214-151 shall be extended to four months after the end of the fiscal year and the time required to make the management report available to the auditors shall be reduced to one month after the previous period;
« 2° The special register referred to in R. 214-148 may also be listed and approved by the Registrar of the Trade Court of the headquarters of the companies concerned.
"Art. R. 214-170.-The value of realisation and the value of replenishment of the forest savings company are determined annually by the management company.
"The venal value of forest heritage of a forest saving company is valued by one or more independent external forest experts listed on the list of forest experts provided for in Article L. 171-1 of the Rural Code and Maritime Fisheries.
"External forest experts are appointed by the management company for five years under the conditions set out in Article L. 214-24-16, after acceptance of their application by the ordinary general assembly of associates.
"For the purposes of this section, the net value of other assets, determined under the control of the External Auditor, takes into account the latent surplus-values and less-values on financial assets.
"Art. R. 214-171. - A forest savings company can merge with another forest savings company as well as with a forest group that manages a heritage whose forests are subject to simple approved management plans. However, the merger cannot lead to a forest savings company being absorbed by a forest group.
"Art. R. 214-172.-The merger project is decided by the management company of each forest saving company and the manager of each forest group participating in the operation.
"It contains the following indications:
« 1° The status of forest heritage assets, the name and head office of all corporations involved in the merger, the list of bondage and mortgages on the property of societies;
« 2° The reasons, purposes and conditions of the merger. These indications are accompanied by the documents provided for in sections R. 214-143 and R. 214-175, which may be added to the report of the Commissioner of Contributions;
« 3° The dates on which the accounts of the companies concerned were determined to establish the conditions of the transaction;
« 4° Exchange parities and method of calculation;
« 5° The date of the merger;
« 6° The approval of the merger project by the Autorité des marchés financiers.
"Art. R. 214-173.-In a merger between one or more forest groupings and one or more forest saving companies, or between several forest saving companies, sustainable management commitments in accordance with 3° of 1 of Article 793 of the General Tax Code or taken under section 885 H of the same code by one or more forest groupings prior to this merger or taken over by one or more forest savings companies on the occasion of earlier mergers are taken over by the absorbing forest savings company, for the remaining periods of time, on the plots that forest groupings and forest saving companies bring in the merger operation.
"Art. R. 214-174.-The forest heritage held directly or indirectly by a forest saving company is distributed, if it is insured against the fire, in at least two separate management units in at least two natural regions or two departments, provided that the share of the forest heritage in one of the natural regions or one of the departments is not more than 60% of the total forest assets.
"If the forest heritage of a forest saving corporation referred to in the first paragraph of this article is not insured against the fire or that this insurance covers only part of the forest heritage, it is distributed in at least two separate management units over at least two non-contiguous departments, provided that the share of the forest heritage in one of the departments is not more than 60% of the total forest asset.
"The forest assets of a forest savings company are not composed, for more than 40%, of interest shares of forest groupings or companies whose exclusive purpose is the possession of wood and forests in which it would not have acquired more than 50% or more of interest shares.
"The Forest Savings Corporation has a three-year period from its inception to comply with this section.
"Art. R. 214-175.-The forest heritage of a forest savings company is subject to expertise every fifteen years. The first expertise is involved in the acquisition of property by the company. It is updated every three years on the basis of the documents provided by the management company, except for exceptional events, works or cuts that require a new update before this deadline. A second expertise is carried out from the second year of the forest savings company's existence at least 20% of the forest heritage of the society each year, so that the entire forest heritage is expertized at the end of the fourteenth year.
"Art. R. 214-176.-I. ― Where a forest savings company holds at least 50% of the interest shares of a forest group or a society whose exclusive purpose is the possession of wood and forests, the expertise provided for in Article R. 214-175 is also realized on the heritage of this forest group or society.
“II. ― Where a forest savings company holds less than 50% of such shares, it obtains from each of the managers of the forest groupings and the companies concerned, at the time of the expertise provided for in section R. 214-175, an attestation or a written assessment indicating the value of the share of interest held or acquired.
“Subparagraph 10
“Special provisions for companies
under section L. 214-122
“Paragraph 5
" Fixed Capital Investment Corporations
"Art. R. 214-177.-I. ― Any fixed-capital investment company, known as "SICAF", whose shares are admitted to negotiations on a market of French or foreign financial instruments whose operation is carried out by a market company, an investment service provider or any other similar foreign agency, shall, on a periodic basis, establish at least monthly the net assets per share of the company. This document is made available to the public.
“II. ― For purposes of coverage or to achieve its management objective, the SICAF may enter into financial contracts referred to in Article L. 211-1, under the conditions identical to those provided for in Article R. 214-32-22.
"Art. D. 214-178.-The initial capital of a SICAF cannot be less than 8 million euros.
"Art. D. 214-179.-The strategy referred to in Article L. 214-128 describes the management objective of the SICAF, its investment policy and its risk profile. These elements are set out in the SICAF statutes. They are detailed, as well as the distribution policy provided by SICAF, in a document communicated to investors, prior to marketing, as well as to the depositary.
"Art. D. 214-180.-The Commissioner of Accounts of the Depositary shall annually control the accounts opened on behalf of the SICAF in the books of the depositary.
"Art. D. 214-181.-The depositary shall ensure that the conditions for the liquidation of the SICAF comply with the provisions set out in the statutes of the SICAF.
"Art. D. 214-182.-The threshold referred to in Article L. 214-130 is set at 10,000 euros.
“Paragraph 6
"Alternate Funds
"Art. R. 214-183.-Unless otherwise provided, the provisions of Articles R. 214-32-9 to D. 214-33 apply to IAFs under this paragraph.
"Art. D. 214-184.-In order to avoid an imbalance between the claims for redemption and the assets of the alternative funds fund or one of its compartments, it shall not allow it to honour the claims for redemption in conditions that preserve the interest of the holders and their equal treatment, the settlement or status of the fund may, pursuant to the second paragraph of Article L.f. shares 214-141, provide for a plaus
« 1° The regulation or statutes of the organization of the alternative funds fund set the threshold beyond which the cap of the redemptions occurring at the same centralization date may be decided;
« 2° The threshold set at 1° shall be justified with respect to the calculation of the liquidative value, the direction of the management and liquidity of the assets held by the alternative fund.
"This threshold corresponds to the relationship between:
“– the difference, at the same centralization date, between the amount or number of shares or shares of the alternative funds fund or the compartment under consideration for which the redemption is requested, and the amount or number of shares or shares of the same fund or compartment for which the subscription is requested;
"– the net assets or the total number of shares or shares of the alternative fund or the compartment.
"This threshold is determined on the basis of the last published liquidative value or the last estimated value calculated by the management company or the number of outstanding shares or shares identified at the date of the establishment;
« 3° The regulation or statutes determine the terms and conditions under which the alternative fund defers the redemption orders exceeding the threshold mentioned in 1° to the next centralization dates or cancels them.
"Art. R. 214-185.-Alternative funds are not considered for the purposes of Article I R. 214-32-35.
"Art. R. 214-186.-I. ― An alternative fund is an IAF under section L. 214-140 that complies with the rules set out in II and may invest more than 10% of its assets:
« 1° In shares or shares of FIA or foreign investment funds meeting the conditions set out in Article 5 R. 214-32-19, including those investing more than 10% of their assets:
“(a) In shares or shares of OPCVM under section D. 214-22-1 or FIA under section D. 214-32-31;
“(b) In shares or shares of French-law UCITS, 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; or
"(c) In shares or shares of IAF established in other Member States of the European Union or foreign investment funds invested in conditions identical to those mentioned in the b of the 4th of Article R. 214-93; or
"(d) In shares or shares of IAF or investment funds mentioned in the 5th of Article R. 214-32-19, the management objective of which corresponds to the evolution of a financial instrument index meeting the conditions defined in Article I R. 214-32-25;
« 2° In shares or shares of specialized professional funds;
« 3° In shares or shares of alternative funds under Article L. 214-140 or of general-purpose professional funds under Article L. 214-144;
« 4° In shares or shares of OPCVM benefiting from a relief proceeding under Article L. 214-35 in its writing before 2 August 2003;
« 5° In shares of common funds for intervention in the futures markets referred to in Article L. 214-42 in its writing 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° In shares or shares of NAVCOs referred to in sections L. 214-22 and 214-24-57 or, under conditions defined in the general regulation of the Autorité des marchés financiers, in shares or shares of funds fed under foreign law whose master fund meets the conditions set out in the 5th of section R. 214-32-19.
"An alternative fund can use up to 100% of its assets in the shares or shares mentioned in 1° to 6°.
“II. ― An alternative fund may use up to 10% of its assets in shares or shares of the same OPCVM, FIA or investment funds mentioned in 1° to 6° of I. It may also use up to 15% of its assets in shares or shares of the same UCITS, IAF or investment funds mentioned in 1° to 6° of I if the total value of these shares or shares exceeding 10% of the asset does not exceed 40% of that asset.
"III. ― By derogation from Article R. 214-32-18, the assets of the alternative funds fund may also include, within the limit of 10% referred to in the same article, shares or shares of foreign investment funds that do not meet the criteria set out in Article R. 214-32-19.
"IV. ― By derogation from the penultimate paragraph of section R. 214-32-19 and independently of the application of the 1° of the I, an alternative fund may invest up to the entire asset:
1° In shares or shares of French or foreign UCITS, of FIA under subsections 1.2 and 6 of subsection 2, sub-paragraph 1 of subsection 1 or subsection 2 of subsection 3 of this section, or of FIA referred to in section L. 214-24-1 or of investment funds referred to in section L. 214-1-1 themselves invested in more than 10% French or foreign shares or shares
2° In shares or shares of IAF falling within paragraphs 1.2 and 6 of subsection 2, sub-paragraph 1 of paragraph 1 or subsection 2 of subsection 3 of this section;
3° In shares or shares of IAF established in another EU Member State or foreign investment funds, where the following conditions are met:
“(a) The fees and commissions related to direct or indirect investment in investment funds, UCITS or IAFs are subject to transparency rules defined by the general regulation of the Autorité des marchés financiers;
“(b) Receipts of fees and commissions referred to in the aforesaid shall continue to be acquired in the alternative funds fund under this IV.
"The application of I and II to an alternative fund under this IV shall be made at the level of organizations or funds in which the alternative fund is invested indirectly.
"Subsection 3
« Funds open to professional investors
“Paragraph 1
“Agreed funds
“Subparagraph 1
“Professional Funds for General Purpose
"Art. R. 214-187.- Except as otherwise provided, sections R. 214-32-9 to D. 214-33 apply to funds under this subparagraph.
"Art. D. 214-188.-In order to avoid an imbalance between the claims for redemption and the assets of the general-purpose professional fund or of one of its compartments, it shall not allow it to honour the claims for redemption in conditions that preserve the interest of the holders and their equal treatment, the settlement or status of that fund may, pursuant to the second paragraph of section L parts 214-146, provide for the following sums of sums.
« 1° The settlement or statutes of the fund set the threshold beyond which the cap of the redemption occurring at the same centralization date may be decided;
« 2° The threshold set at 1° shall be justified with respect to the calculation of the liquidative value, the direction of the management and liquidity of the assets held by the fund.
"This threshold corresponds to the relationship between:
"- on the one hand, the difference found, at the same centralization date, between the amount or number of shares or shares of the fund or the compartment under consideration, the amount or number of shares or shares of the same fund or compartment, the amount or number of which the subscription is requested;
" — on the other hand, the net asset or the total number of shares or shares of the fund or compartment.
"This threshold is determined in respect of the last published liquidative value or the last estimated value calculated by the management company or the number of shares or shares in circulation recorded at the date of establishment;
« 3° The regulations or statutes determine the terms and conditions under which the fund defers the redemption orders exceeding the threshold mentioned in 1° to the next centralization dates or results in their cancellation.
"Art. R. 214-189.-Professional funds with a general purpose are not considered for the purposes of Article I R. 214-32-35.
"Art. R. 214-190.-I. ― The 10% limit provided for in the first and last paragraphs of I and in the first paragraph of Article II R. 214-32-19 is increased to 50% for general-purpose professional funds.
"However, a general-purpose professional fund may not employ more than 10% of its assets in instruments referred to in Article L. 214-71, nor more than 20% of its assets in shares referred to in Article L. 214-62, nor more than 20% of its assets in instruments referred to in Article R. 214-32-19 8°.
“II. ― The VIII of section R. 214-32-29 is not applicable to general-purpose professional funds.
"III. ― Section R. 214-32-42 is not applicable to general-purpose professional funds.
"Art. R. 214-191.-By derogation from the limit of 50% referred to in section I of section R. 214-190, a general-purpose professional fund may use up to 100% of its assets in financial instruments referred to in section 1 to 6 of section I of section R. 214-186, provided that those of those instruments emanating from the same paragraph OPCVM, of the same FIA falling under paragraphs 1.2 and 6
"Art. R. 214-192.-I. ― By derogation from section R. 214-32-29, a general purpose professional fund may use:
« 1° Up to 50% of its assets in shares or shares referred to in 3° of the I of Article L. 214-24-55 of the same collective investment in French law, of the same UCITS constituted on the basis of a foreign law, of the same IAF established in another Member State of the European Union or of the same investment fund constituted on the basis of a foreign law;
« 2° Up to 35% of its assets in instruments mentioned in 1° and 2° of I of Article L. 214-24-55 or in instruments referred to in Article R. 214-32-19 of the same transmitter. The limit of 40% defined in Article R. 214-32-29 is not applicable;
« 3° Up to 50% of its instrument assets referred to in 1° and 2° of I of Article L. 214-24-55 of the same issuer provided that the securities held were issued under the conditions specified in IV of Article R. 214-32-29 during three different emissions;
« 4° Up to 35% of its assets in deposits placed at the same institution.
“II. ― Notwithstanding the I of this Article and section R. 214-32-29, a general purpose professional fund may not employ more than 50% of its assets in financial instruments referred to in 1° of I of Article L. 214-24-55 of the same institution, in deposits placed with or at risk of counterparty on the latter mentioned in the last paragraph of Article R. 214-32-29.
"III. ― By derogation from I and II of section R. 214-32-35, a general purpose professional fund may hold up to 35% of financial instruments with a right to vote of the same issuer and financial instruments of each of the categories referred to in II of section R. 214-32-35. This limit is increased to 100% for investment in collective investments, in IAFs established in other EU Member States or in investment funds under Article R. 214-32-42 or 5° or 6° of Article R. 214-32-19.
"IV. ― By derogation from 5° of Article R. 214-32-19, the assets of a general purpose professional fund may also include, within the limit of 10% mentioned in the same article, shares or shares of foreign investment funds that do not meet the criteria set out in this 5°.
"V. ― Section R. 214-32-40 is not applicable to general-purpose professional funds.
"Art. R. 214-193.-I. ― The last paragraph of Article R. 214-32-29 is not applicable to general-purpose professional funds.
“II. ― By derogation from section R. 214-32-41, the overall risk of a general-purpose professional fund resulting from financial contracts, assignment transactions or temporary acquisition of securities, or borrowing of cash, may be three times its assets.
"III. – The 100% limit referred to in the 2nd of Article R. 214-32-28 is increased to 140 per cent for general-purpose professional funds.
“Subparagraph 2
« Professional real estate investment organizations
"Art. R. 214-194.-Unless otherwise provided, professional real estate investment organizations are subject to R. 214-81 to R. 214-129.
"Art. D. 214-195.-Professional real estate investment organizations may change the monetary unit from one accounting exercise to another. This change can only occur on the opening date of an exercise. The information document of the subscribers provided for in Article L. 214-35 specifies the cases and conditions in which such a change of monetary unit may be made.
"Art. R. 214-196.-Professional real estate investment organizations may waive the debt limits set out in Articles L. 214-39 and L. 214-40.
"Art. R. 214-197.-The investment quota in liquid assets provided for in 2° of Article L. 214-37 is not applicable to professional real estate investment organizations.
"Art. R. 214-198.-The limit provided for in R. 214-85 and the 20% ratio referred to in R. 214-86 are not applicable to professional real estate investment organizations.
"Art. R. 214-199.-The rules set out in sections R. 214-92 to R. 214-117 are not applicable to professional real estate investment organizations.
"Art. R. 214-200.-The regulation or statutes of a professional real estate investment agency shall set out the rules for the establishment and composition of the assets of the organization and the rules for the use of the loan, the use of the financial instruments referred to in Article L. 214-38 and the temporary acquisition and assignment of securities and the guarantees referred to in Article L. 214-41.
"Art. R. 214-201.-The summary report on the accomplishment of the mission of the external evaluation expert, referred to in Article L. 214-149, is made available to the holders or shareholders who apply, within forty-five days after the publication of the annual report of the professional real estate investment agency. When a carrier or shareholder requests to receive the report in paper format, the costs associated with its mailing may be charged.
"When the report relates to a professional real estate investment fund, it is made available to members of the fund supervisory board within five days of its establishment, in accordance with the terms and conditions set out in the settlement of the fund.
"This summary report is communicated to the depositary, the auditor and the fund management company or to the professional investment company with variable capital preponderance within the same five-day period.
“Paragraph 2
“Reported funds
“Subparagraph 1
“Specialized Professional Funds
"Art. R. 214-202.- Except as otherwise provided and other than sections R. 214-32-16 to R. 214-32-42, sections R. 214-32-9 to D. 214-33 apply to funds under this subparagraph.
"Art. R. 214-203.-Specialized professional funds are not considered for the purposes of Article I R. 214-32-35.
“Subparagraph 2
“Professional Investment Capital Funds
"Art. R. 214-204.- Except as otherwise provided, sections R. 214-34 to R. 214-46 apply to funds under this subparagraph.
"Art. R. 214-205.-I. ― Sections R. 214-32-18 to R. 214-32-21, section R. 214-32-27, article I R. 214-32-28 and sections R. 214-32-29, R. 214-32-32 to R. 214-32-36, R. 214-32-38, R. 214-32-40, R. 214-32-42, R.
"However, professional investment capital funds must comply with the following rules:
« 1° The assets of the professional capital investment fund may be used not more than 50% in securities or rights of the same UCITS or of the same 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 or of the same entity referred to in paragraph 2 of the II of section L. 214-28;
« 2° The professional investment capital fund shall not hold more than 10% of the shares or shares of a UCITS or an 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 that do not fall within 2° of the II of section L. 214-28;
« 3° The claims referred to in the first paragraph of Article L. 214-160 meet the following rules:
“(a) The property of the receivable is based on an inscription, an authentic act or an act under private seing whose probative value is recognized by French law;
“(b) The receivable is not subject to any security other than those eventually incorporated for the purpose of managing the professional capital investment fund;
"(c) The receivable is the subject of a reliable valuation in the form of a specific and regularly established price, which is 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;
"(d) The liquidity of the debt allows the professional capital investment fund to meet its obligations with respect to the execution of redemptions against its holders and shareholders, as defined by its statutes or by-laws.
“II. ― By derogation from the second paragraph of II and the second paragraph of Article III R. 214-44, at the dissolution of the fund, the redemption of the shares may be effected in the securities of the companies in which the fund holds an interest as soon as the regulation of the professional capital investment fund provides.
"The fourth paragraph of Article R. 214-44 is not applicable.
"III. ― The management company may enter into agreements with third parties relating to the management of the funds' participations and involving contractual non-delivery commitments as well as agreements granting third parties any right relating to the assets of the fund and the uncalled amount of subscriptions, including personal or real security rights, under the conditions defined in the settlement of the fund, and subject to the agreement of the holders.
"The management company must make available to shareholders a list of these commitments indicating their nature and estimated amount.
"IV. ― Limits set to I shall be met no later than the expiry of a two-year period from the date of the establishment of the fund.
"Art. R. 214-206.-A professional investment capital fund can borrow within 10% of its assets.
"Subsection 4
"Pay Savings Fund
"Art. R. 214-207.- Except as otherwise provided, sections R. 214-32-9 to D. 214-33 apply to funds under this subsection.
“Paragraph 1
“Common provisions
"Art. R. 214-208.-By derogation from I and II of Article R. 214-32-29, joint investment funds and investment companies with variable capital of employee shareholding may, without limitation, hold securities issued by the company or by a company that is bound to it under the conditions provided for in the Articles L. 3344-1 and L. 3344-2 of the Labour Code.
"In respect of the limited liability shares issued by a company governed by the Act No. 47-1775 of 10 September 1947 with the status of cooperation, the 10 per cent limit provided for in Article R. 214-32-29 is increased to 50 per cent provided that the statutes of that undertaking do not provide for any restriction on the immediate redemption of the shares held by the fund.
"Community investment funds and investment companies with variable shareholding capital are not considered for the purposes of Article I R. 214-32-35. However, they cannot hold more than 10% of financial instruments with a right to vote from the same issuer.
"By derogation from the II of Article R. 214-32-35 and the preceding paragraph, joint investment funds and investment companies with variable shareholding capital may hold more than 10% of the securities issued by the company or by any enterprise that is related to it under the conditions provided for in the Articles L. 3344-1 and L. 3344-2 of the Labour Code.
"The cumulative amount of liquidity recorded during the establishment of each of the liquidative values of the current year cannot exceed one-fifth of the net assets of the same period. The College of the Autorité des marchés financiers may decide to make exceptional derogations to this rule.
"When the proportion of the assets of a joint venture investment fund or of an investment company with a variable shareholding capital invested in the securities of the enterprise or of any enterprise that is related to it falls below the third party, the fund management company or the variable capital investment company has, in their acquisition and sale transactions, for the priority objective of regulating this situation in the shortest possible terms
"Art. A. 214-209.-The Autorité des marchés financiers may request that it be provided with the elements to ensure that members of the business savings plan are offered at least one investment opportunity that meets the conditions set out in the plan second paragraph of Article L. 3332-17 of the Labour Code.
"Art. R. 214-210.-Articles L. 214-24-29, L. 214-24-33, L. 214-24-34, L. 214-24-41, L. 214-24-55, R. 214-32-33, R. 214-32-35 and R. 214-32-40, as well as this paragraph, shall apply to each of the compartments of joint venture capital investment funds.
"These funds and companies and their compartments may invest in shares or 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, without the limitations or restrictions provided for in sections R. 214-32-29, R. 214-32-34 and R. 214-32-42.
"However, when their assets are fully invested in shares or shares of a single UCITS or a single IAF referred to in the preceding paragraph, they are in the form of IAFs fed by a master UCITS or a master IAF under the conditions set out in section L. 214-24-57.
"Community investment funds and investment companies with variable shareholding capital cannot invest in shares or shares of investment funds mentioned in 5° I of Article R. 214-32-19.
“Paragraph 2
"Common Business Investment Funds
"Art. R. 214-211.-Where the composition of the supervisory boards of a joint investment fund governed by Article L. 214-165 and the terms and conditions for the designation of its members are set out under the conditions set out in the second paragraph of Article L. 214-164, the third, fourth and fifth paragraphs of the same I shall be applied.
"Art. R. 214-212.-The assets of a joint corporate investment fund governed by sections L. 214-164 and L. 214-165 may include shares of anonymous companies with limited liability issued by companies governed by the Act No. 47-1775 of 10 September 1947 having the status of cooperation when this fund is subscribed by the employees of these companies or by the employees of the companies that are related to them under the conditions provided for in Articles L. 3344-1 and L. 3344-2 of the Labour Code.
"The settlement of a joint venture investment fund may provide that it may invest within the 10% limit in the assets referred to in Article R. 214-32-18 II and section R. 214-32-19 of this code, unless it is a fund constituted to manage securities issued by the company or by any enterprise that is related to it under the conditions provided for in the Articles L. 3344-1 and L. 3344-2 of the Labour Code and are not admitted to negotiations on a regulated market as defined in Article L. 421-1 of this Code. This limit is increased to 30% for shares or shares of IAF governed by Articles L. 214-28 and L. 214-30, in accordance withArticle L. 3332-17 of the Labour Code.
"Art. D. 214-213.-The rule in section D. 214-32-13 for the minimum amount of assets of mutual funds is not applicable to joint investment funds under sections L. 214-164 and L. 214-165.
"Art. R. 214-214.-They are considered liquid within the meaning of third paragraph of Article L. 3332-17 of the Labour Code :
« 1° Securities that are admitted to negotiations on a regulated French or foreign market;
« 2° The shares or shares of CSAS and general purpose investment funds under subsection 1 of subsection 2 of this section.
"The mechanism to ensure the liquidity of securities not allowed to negotiations on a regulated market that is provided for in the third paragraph of Article L. 3332-17 of the Labour Code must offer a liquidity at least equivalent to that of which the fund would benefit if it held at least one third of liquid securities. This mechanism shall be the subject of a written contract annexed to the Fund's Regulations, which shall include the terms and conditions of its intervention and any costs that may be charged to the assets of the Fund.
"It may be denounced at any time on the initiative of the management corporation or supervisory board provided that it is replaced by equivalent effect provisions.
"This mechanism is provided by a credit or insurance company whose head office is located in a Member State of the European Union or in another State Party to the European Economic Area Agreement.
"It may also be insured by another entity under conditions established by the general regulation of the Autorité des marchés financiers when the capital of the company is variable or when the company establishes consolidated accounts. In this case, the approval of the mechanism is renewed annually by the fund supervisory board and the Financial Market Authority.
“Paragraph 3
"Investment companies with variable capital of employee share ownership
"Art. R. 214-215.-The management of the assets of an investment corporation with a variable capital of employee share defined in Article L. 214-166 shall be governed by the provisions applicable to the funds referred to in Article L. 214-165.
"Art. D. 214-216.-By derogation from Article D. 214-32-10, the minimum amount of the initial capital of an investment company with variable capital of employee share ownership is $225,000.
"Subsection 5
“Title Organizations
“Paragraph 1
“Common provisions for titrization bodies
“Subparagraph 1
"Regulations or status of the securitization body
"Art. R. 214-217.-The regulation of the joint securitization fund or the status of the securitization corporation defines:
« 1° The nature of the risks to which the organization proposes to expose itself and:
“(a) When the organization proposes to acquire receivables, the characteristics of these receivables;
“(b) When the organization proposes to enter into contracts that constitute long-term financial instruments for exposure purposes, the terms and conditions for the conclusion and termination of these contracts, the characteristics of the underlying contracts and, where these instruments meet the characteristics of credit derivatives, the nature and characteristics of the persons on whom the credit risk is based;
"(c) When the organization proposes to enter into contracts transferring insurance risks, the characteristics of these contracts;
« 2° The financing or coverage strategy for these risks, including:
“(a) The conditions for the issuance of shares, shares or debt securities;
“(b) The conditions for recourse to the loan;
"(c) The terms and conditions for the conclusion and termination of contracts constituting long-term financial instruments or transferring insurance risks for cover purposes;
« 3° The guarantees that the organization proposes to receive, granted to its benefit or to that of the holders of shares, shares or debts that it issued;
« 4° The guarantees that the organization proposes to consent;
« 5° The organization's asset investment strategy, including:
“(a) The liquidity investment strategy;
“(b) Conditions for the use of acquisition or temporary assignment of financial instruments;
"(c) The terms and conditions for the disposal of unpaid or undefeased receivables from their term.
“Subparagraph 2
"General Rules of Composition of Assets
and the liabilities of the securitization body
"Art. R. 214-218.-The assets of the securitization organism can be composed:
« 1° Debts, whether governed by French law or foreign law, under the conditions defined in Article D. 214-219;
« 2° Liquidity, under the conditions defined in Article R. 214-220;
« 3° Assets that are transferred to it in respect of the realization or establishment of security rights, guarantees and accessories attached to the receivables assigned to the organization, in accordance with Article L. 214-169, III, or in respect of security rights and guarantees granted to it or in respect of rights attached or relating to receivables transferred to it, arising from lease or lease agreements with option of purchase;
« 4° Assets transferred to it under the commitments it undertakes through contracts constituting financial instruments in the term, under the conditions defined in section R. 214-224.
"Art. D. 214-219.-The receivables referred to in 1st of Article R. 214-218 eligible for the assets of the securitization agency are:
« 1° receivables arising from either an act that has already taken place, or an act to intervene, whether or not the amount and date of due process are determined or not yet, and whether or not the debtors of these receivables are identified, including fixed, doubtful or contentious claims;
« 2° Titles of receivable, each representing a right of receivable on the entity that issues them, transmitted by registration in account or tradition.
"The acquisition of receivables by the securitization agency is by the assignment of receivables to the organization. However, the organization may directly subscribe to the issuance of the receivables listed in this 2°.
"Art. R. 214-220.-The liquidity referred to in 2° of Article R. 214-218 eligible for the assets of the securitization agency is:
« 1° Deposits made with a credit institution whose headquarters is established in a State Party to the Agreement on the European Economic Area or a member of the Organisation for Economic Co-operation and Development that may be refunded or withdrawn at any time at the request of the organization;
« 2° Treasury bills;
« 3° Debt securities mentioned in the 2nd of Article D. 214-219, provided that they are admitted to negotiations on a regulated market located in a State Party to the Agreement on the European Economic Area and with the exception of securities giving direct or indirect access to the capital of a corporation;
« 4° Negotiable debt securities;
« 5° shares or shares of OPCVM 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 primarily in receivables referred to in paragraphs 3 and 4 above;
« 6° Shares or shares of securitization bodies or similar entities of foreign law, with the exception of its own shares.
"The regulations or statutes of the organization specify the rules of employment of these liquidities.
"Art. R. 214-221.-The proceeds of the shares and securities issued by the organization or borrowings contracted by the organization may be affected by the reimbursement or remuneration of its shares, shares, receivables or borrowings.
"Art. R. 214-222.-For the realization of its object, a securitization body may grant the guarantees referred to in Article L. 211-38, under the conditions defined in that same article.
"When the guarantees granted by a securitization agency are security rights, the constituting act of these security rights defines:
« 1° The nature of the property or rights that the beneficiary of the security rights may use or dispose of. In the absence of this indication, the beneficiary may only use or dispose of deposits or liquidities;
« 2° The maximum amount of property or rights that the beneficiary of the security rights may use or dispose of. This maximum amount cannot exceed the amount of the beneficiary's debt on the organization.
"Art. R. 214-223.-The securitization agency may use borrowings or other forms of resources under the conditions provided for in its regulation or statutes.
“Subparagraph 3
“Rules applicable to term financial instruments
and the assignment of receivables before their end
"Art. R. 214-224.-The securitization agency may enter into contracts constituting long-term financial instruments referred to in Article L. 211-1 III under the conditions prescribed by its statutes or regulations.
"The maximum net loss of the organization as a result of all contracts entered into as long-term financial instruments, valued at any time by taking into account the coverage it benefits, cannot exceed the value of its assets.
"Art. R. 214-225.-The securitization organization may, within the limits of its assets, carry out pension transactions or any other temporary acquisition and assignment of securities, on the following three conditions:
« 1° These transactions are carried out with a credit institution or an insurance company whose headquarters is established in a State Party to the Agreement on the European Economic Area or a member of the Organisation for Economic Co-operation and Development, or with a legal entity of French law or a similar entity of foreign law guaranteed, in respect of the obligations resulting from these contracts, by such establishment or undertaking;
« 2° These transactions relate to the debt securities mentioned in the 2nd of Article D. 214-219 or the liquidity mentioned in the 2nd to 6th of Article R. 214-220;
« 3° These operations shall be taken into account for the application of the commitment rule referred to in the second paragraph of section R. 214-224 or, where applicable, at the 5th of section D. 214-237. The organization's regulations or statutes specify the objectives and conditions of use of these operations.
"Art. R. 214-226.-I. ― The cases referred to in the second paragraph of Article L. 214-177 and in the second paragraph of Article L. 214-183, in which approval of a specific activity program is not required, are as follows:
« 1° When the organization is subject to liquidation in the interest of the holders of shares and securities issued previously;
« 2° Where the remaining capital due to unsecured receivables from the organization is less than a percentage of the maximum amount of the remaining capital due to unsecured receivables recognized since the organization's constitution, as defined in its regulations and not exceeding 10%;
« 3° Where the shares and securities issued by the organization are no longer held by a single carrier and at the request of the holder or when they are no longer held by the assignor or upon request;
« 4° When the organization is required to fulfill its commitments resulting from a contract that constitutes a long-term financial instrument.
“II. ― Disposals of receivables held as liquidity are carried out freely.
"Temporary assignments of receivables are carried out under the conditions set out in R. 214-225.
“Subparagraph 4
“Rules applicable to assignment and recovery
and the conservation of assets
"Art. D. 214-227.-The borderline provided for in the second paragraph of Article L. 214-169 contains the following statements:
« 1° The name "act of assignment of receivables";
« 2° The reference to the fact that the assignment is subject to the provisions of articles L. 214-169 to L. 214-175;
« 3° The designation of the assignee;
« 4° The designation and individualization of the assigned receivables or the elements likely to be filled in, for example, the indication of the debtor or the type of debtors, of the acts or types of deeds whose receivables are or will arise, from the place of payment, the amount of the receivables or their valuation and, where appropriate, of their maturity.
"When the transfer of the assigned receivables is carried out by a computer process to identify them, the banknote can only indicate, in addition to the information provided in 1°, 2° and 3°, the means by which they are transmitted, designated and individualized, as well as the assessment of their total number and amount.
"The assignment shall take the obligation of the assignor or any entity responsible for recovery to carry out, at the request of the assignee, the retention of the receivables under the conditions defined in Article D. 214-229, as well as any act necessary for the preservation of the security rights, guarantees and accessories attached to such receivables, their possible modification, their release, their release and their forced execution.
"The voucher may be established, signed, retained and transmitted electronically.
"Art. D. 214-228.-I. ― The account specially allocated for the benefit of the securitization agency, provided for in Article L. 214-173, is a bank account held by a credit institution whose seat is established in a State Party to the agreement on the European Economic Area or member of the Organisation for Economic Co-operation and Development, including an existing account opened on behalf of any entity responsible for the encumbering of amounts due or directly or indirectly benefiting the organization.
"The specially affected character of this account takes effect on the signature of a past account agreement between the organization's management company, the depositary of the cash and receivables of the organization, an entity responsible for the encumberment of amounts due or benefiting directly or indirectly to the organization and the accounting establishment, without the need for any other formality.
“II. ― The amounts credited to the account benefit exclusively to the organization. The organization's management company has these amounts under conditions defined in the account agreement.
"When amounts other than those due or benefiting from the organization are paid on this account, the entity charged with the cashing of amounts due or directly or indirectly benefiting the organization demonstrates that these amounts are not due to the organization. These sums are then withdrawn from the account as soon as possible according to the terms set out in the account agreement.
"III. ― The account content establishment is subject to the following obligations:
« 1° It informs third parties seizing the account that the account is the subject of a special assignment, pursuant to Article L. 214-172, for the benefit of the securitization agency, rendering the account and the amounts that are unavailable to it;
« 2° It cannot perform merger transactions with another account;
« 3° It complies with the only instructions of the organization's management company for the debit transactions of the account, unless the account agreement authorizes the entity responsible for the encumberment of amounts due or directly or indirectly benefiting the organization to carry out debits of the account under the conditions it defines.
"Art. D. 214-229.-The depositary of the securitization agency ensures the conservation of the cash and receivables of the organization.
"However, the assignor or entity responsible for the recovery of the receivables assigned to the organization may ensure the retention of the receivables referred to in 1° of section D. 214-219, subject to the following cumulative conditions:
« 1° The depositary of the organization shall, under its responsibility, ensure the preservation of the transfer slips of these receivables to the agency;
« 2° The assignor or the person or institution responsible for the recovery of receivables assigned to the organization shall, under his or her responsibility, ensure the retention of contracts and other materials relating to such receivables and the security rights, guarantees and accessories attached to them, and shall establish documented retention procedures and a regular and independent internal control relating to compliance with such procedures;
« 3° Under terms defined in a convention between the assignor or the person or entity responsible for the recovery of the receivables assigned to the organization, the depositary of the assets of the organization and the organization's management company:
“(a) The depositary of the organization shall ensure, on the basis of a declaration by the assignor or entity responsible for recovery, the establishment of the procedures referred to in 2°. This declaration must allow the depositary of the agency to verify that the assignor or institution responsible for the recovery of claims has established procedures guaranteeing the reality of the assigned receivables and security rights, guarantees and accessories attached to it and the security of their retention and that these receivables are recovered solely for the benefit of the organization;
“(b) At the request of the organization's management company or the depositary of the organization, the assignor or the entity responsible for the recovery of the receivables assigned to the organization shall promptly hand over to the depositary of the assets of the organization or to any other entity designated by that depositary and the organization's management company the originals of the contracts and supports referred to in 2°.
"The organization's regulations or statutes specify the terms and conditions for the conservation of the organization's cash and receivables.
“Subparagraph 5
"Information obligations
"Art. R. 214-230.-The information referred to in Article L. 214-171 is communicated to the Bank of France by the organization's management company.
“Subparagraph 6
“Special provisions for organizations
in compartments
"Art. R. 214-231.-When the titration body has several compartments, the provisions of this subsection apply to each compartment.
“Paragraph 2
“Special provisions for joint securitization funds
"Art. R. 214-232.-I. ― The joint securitization fund may issue negotiable debt securities and debt obligations or securities issued on the basis of a foreign law.
“II. ― The settlement of the fund specifies the characteristics and conditions for the issuance of debt securities.
"Art. R. 214-233.-The liability of a common securitization fund at any time includes a minimum number of two shares.
"Art. D. 214-234.-The minimum amount on the emission is 150 euros or its equivalent in the monetary unit of the emission.
"Art. R. 214-235.-The payment of the amounts due in respect of the shares issued by the fund is subject to the payment of the amounts due to the holders of receivables issued by the fund or to the persons with whom borrowings have been contracted or commitments resulting from the contracts constituting financial instruments concluded by the fund.
“Paragraph 3
"Special provisions for securitization bodies or securitization compartments with insurance risks
"Art. D. 214-236.-The insurance risks referred to in Article L. 214-187 are those of branches 1 to 26 referred to inArticle R. 321-1 of the Insurance Code.
"Art. O.C. 214-237.-A securitization agency under this subsection may enter into contracts transferring insurance risks under the conditions prescribed by its statutes or regulations, subject to the following conditions:
« 1° These contracts are concluded with:
“(a) An insurance or reinsurance company governed by the insurance codea mutual or union governed by Book II of the Code of Mutuality, an institution of foresight or a union governed by the provisions of Title III of Book IX of the Code of Social Security;
“(b) An insurance or reinsurance company established and approved in another State of the European Union or in a State Party to the agreement on the European Economic Area;
"(c) An insurance or reinsurance company established in a third country, listed by the Minister responsible for the economy;
"(d) A securitization agency under this paragraph;
“e) An organization whose purpose is similar and, when these contracts are concluded for cover purposes, located in a State Party to the Agreement on the European Economic Area and having received the approval provided for in Article 46 of Directive 2005/68/ CE of the European Parliament and the Council of 16 November 2005 on reinsurance;
« 2° The commitments created by these contracts give rise to a cash settlement;
« 3° These contracts include:
“(a) Either on the coverage of any or all of the losses incurred by the organization or its partner in respect of insurance or reinsurance contracts or contracts under this section to which the organization or partner is a party;
“(b) either on the payment of one or more amounts whose amount depends on parameters associated with the realization of the insurance risk assigned to the organization;
« 4° These contracts cannot result in the unlimited commitment of the securitization agency;
« 5° At any time, the maximum net loss of the organization resulting from all contracts concluded transferring insurance risks, as well as, where applicable, contracts entered into as long-term financial instruments, assessed taking into account the coverage it receives, cannot exceed the value of its assets.
"Art. O.C. 214-238.-A securitization agency under this subsection shall not assign or transfer, in one or more times, contracts transferring insurance risks and claims held on insurance and reinsurance organizations only in the following cases:
« 1° When the securitization agency is subject to liquidation in the interest of the holders of shares and debt securities issued previously;
« 2° When the commitment of the securitization agency for contracts transferring insurance risks is less than a percentage of the maximum of this commitment recognized since the organization's constitution, defined in its regulations and not exceeding 10%;
« 3° Where the shares or shares and debt securities issued by this body are no longer held by a single carrier and upon request or when they are no longer held by the assignor or the assignor and upon request.
"Art. R. 214-239.-To grant the approval referred to in Article L. 214-189, the Autorité de contrôle prudentiel verifies that the regulations or statutes of the organization, in particular with regard to the composition of the assets and the strategy of coverage of the risks, are consistent with the financing rule in full of its commitments, as specified in Article D. 214-237 at 5°.
"Art. D. 214-240.-For the issuance of the approval referred to in Article L. 214-189, the Autorité de contrôle prudentiel shall take action within thirty days of the notice of receipt of the application. The absence of notification of its decision by the Authority at the end of this period is a decision to approve.
"When the Authority requests additional information, it shall notify the Authority in writing that the requested information must be received within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the information requested, the Authority shall acknowledge receipt in writing. This acknowledgement of receipt mentions a new period of instruction that cannot exceed thirty days.
“Section 3
“Other collective investments
"Art. D. 214-241.-I. ― The provisions of subsection 1, except paragraph 1, paragraphs 1 and 6 of subsection 2 of section 2 or, where " Other collective investment” is open to professional investors, sub-paragraph 1 of paragraph 1 and sub-paragraph 1 of paragraph 2 of subsection 3 of section 2 of this chapter, are applicable to SICAVs referred to in 1 of Article L. 214-191.
“II. - The provisions of subsection 1, except paragraph 1, and subsection 3 of subsection 2 of section 2 or, where " Other collective investment” is open to professional investors, from sub-paragraph 2 of subsection 1 of subsection 3 of section 2 of this chapter, are applicable to investment companies with variable capital preponderance referred to in 2° of Article L. 214-191. »
Article R. 532-12 of the same code is supplemented by a paragraph as follows:
"The Autorité des marchés financiers may extend this period for a period of up to three additional months, when it considers it necessary because of the particular circumstances of the species and after notified to the manager. »
After article R. 532-12 of the same code, an article R. 532-12-1 is inserted as follows:
"Art. R. 532-12-1. - The total of IAF assets mentioned in the IV of Article L. 532-9:
« 1° Do not exceed the threshold of 100 million euros, including assets acquired by the use of leverage; or
« 2° Do not exceed the threshold of 500 million euros when they do not resort to the leverage effect and may not redeem shares or shares for a period of five years from the date of the initial investment in each IAF. »
Article R. 532-13 of the same code is amended as follows:
1° In the first paragraph, the words: "a three-month period from the date of receipt of the application" are replaced by the words: "the conditions set by the general regulation of the Autorité des marchés financiers";
2° In the second paragraph, the words: "is then suspended until additional elements are received" are replaced by the words: "is one month";
3° After the second preambular paragraph, a sub-item reads as follows:
"The Autorité des marchés financiers may extend this period for a period of up to one month, when it considers it necessary because of the particular circumstances of the species and after notifying it to the portfolio management company. Changes are implemented if this authority does not oppose it during the planned assessment period. »
After the article R. 532-25 of the same code, an article R. 532-25-1 is inserted as follows:
"Art. R. 532-25-1. - I. The Portfolio Management Company referred to in Article I L. 532-25-1, which intends to establish for the first time a branch in another Member State of the European Union, shall transmit to the Autorité des marchés financiers a documentation containing the following information:
« 1° The Member State in which it intends to establish a branch;
« 2° An activity program that includes the services it intends to provide and identifies the IAFs it plans to manage;
« 3° Organization of the branch;
« 4° The address, in the original member state of the IAF, to which documents can be obtained;
« 5° The name and contact details of the persons responsible for the management of the branch.
“II. ― Within two months of receiving the full documentation referred to in I, the Autorité des marchés financiers shall forward this documentation to the competent authorities of the host Member State of the portfolio management company.
"This documentation is transmitted only if the management of the IAF by the Portfolio Management Corporation is consistent with the existing legislation and regulations and if the Portfolio Management Corporation complies with these provisions.
"The Autorité des marchés financiers attached to this documentation a certificate indicating that it has issued an approval to the portfolio management company and promptly notify the latter of the file transmission.
"On receipt of notification of transmission, the portfolio management company may begin to provide its services in its host Member State.
"III. ― When an amendment to one of the information referred to in I is considered by a portfolio management company, the company shall notify the Autorité des marchés financiers in writing at least one month before it intervenes or immediately after it has occurred, if it is an unforeseen change.
"In the event that a planned change would result in the management of the IAF by the portfolio management company no longer complying with the legislative or regulatory provisions to which this activity is subject or that the portfolio management company no longer meets the legislative or regulatory provisions to which it is subject, the Autorité des marchés financiers promptly informs the portfolio management company that it must not make such an amendment.
"In the event that a planned amendment is implemented in a lack of knowledge of the two preceding paragraphs or where an unforeseen change has taken place as a result of which the management of the IAF by the portfolio management company would no longer be in accordance with the legislative or regulatory provisions to which the activity is subject or the portfolio management company would no longer comply with the legislative or regulatory provisions to which it is subject, the Autorité des marchés financiers shall take all necessary measures.
"In the event that the amendments may be admitted because they do not affect the conformity of the management of the IAF by the portfolio management company with the legislative or regulatory provisions to which this activity is subject or the compliance with the legislative or regulatory provisions to which the portfolio management company is subject, the Autorité des marchés financiers shall promptly inform the competent authorities of the host Member State of the portfolio management company of these amendments. »
After article R. 532-29 of the same code, an article R. 532-30 is inserted as follows:
"Art. R. 532-30. - I. The portfolio management company referred to in I of Article L. 532-25-1, which intends to manage for the first time FIAs in free service delivery, provides the Autorité des marchés financiers with a documentation that includes the following information:
« 1° The Member State in which it intends to manage IAFs;
« 2° An activity program that includes the services it intends to provide and identifies the IAFs it plans to manage.
“II. ― Within one month of receipt of the full documentation referred to in I, the Autorité des marchés financiers transmits this documentation to the competent authorities of the host Member State of the portfolio management company. The provisions of the second, third and fourth paragraphs of Article R. 532-25-1 shall apply.
"III. ― In the event of a change of one of the information referred to in I by the Portfolio Management Corporation, the provisions of Article III R. 532-25-1 are applicable. »
Chapter II of Book V title III of the regulatory part of the same code is supplemented by a section 3 as follows:
“Section 3
“Specific rules concerning third countries
"Subsection 1
“General provisions
"Art. R. 532-31.-For the purposes of Article L. 532-28, the expression "Reference Member State of a Manager established in a third country" means:
« 1° When the manager intends to manage one or more IAFs of the European Union established in the same Member State, without the manager's intention to market them in the European Union: the Member State of origin of that or those IAFs;
« 2° When the manager intends to manage several IAFs of the European Union established in different Member States without marketing them in the European Union: the Member State in which the majority of IAFs are established or the largest volume of assets is managed;
« 3° When the manager intends to market a European Union IAF in a Member State:
"the Member State in which the manager intends to market the IAF if it has not been approved or registered in the European Union; or
"– the original member state of the FIA; or
"the Member State in which the manager intends to market the IAF if it has been registered or registered in a Member State;
« 4° When the manager intends to market a third country IAF in a single Member State: this Member State;
« 5° When the manager intends to market a European Union IAF in different Member States:
"—the original member state of the IAF or one of the member states in which the manager intends to effectively market the IAF if the IAF is registered or registered in a Member State; or
"One of the Member States in which the manager intends to develop effective marketing if the IAF is not registered or registered in a Member State;
« 6° When the manager intends to market a third country IAF in different Member States: one of these Member States;
« 7° When the manager intends to market several IAFs in the European Union:
"– the State of origin of these IAFs or the State in which the manager intends to develop the effective marketing of most of these IAFs if they are registered or registered in the same Member State; or
"the State in which the manager intends to develop the effective marketing of most of these IAFs if they are not registered or registered in the same Member State;
« 8° When the manager intends to market several IAFs from the European Union and third countries or several IAFs from third countries in the European Union: the Member State in which he intends to develop the effective marketing of most of these IAFs.
"Subsection 2
“Terms for portfolio management companies
"Subsection 3
"Agreement of managers in a third country
"Art. R. 532-32.-In the case provided for in Article L. 532-33, the Autorité des marchés financiers shall, together with the competent authorities of the other reference Member States, participate in the joint procedure for the designation, within one month, of the reference Member State provided for in Article 37 of Directive 2011/61/ EU of the European Parliament and of the Council of 8 June 2011.
"When France is designated as the reference Member State, the Autorité des marchés financiers promptly informs the manager of this designation. If the Autorité des marchés financiers has not duly informed the manager of its decision within seven days after it has taken it or if it has not rendered its decision within one month, the manager may choose his/her reference Member State on the basis of the criteria set out in 2°, 3°, 5°, 6° and 7° of Article R. 532-31.
"At the request of the Autorité des marchés financiers, the manager demonstrates his intention to develop effective marketing in France through the transmission to that authority of his marketing strategy.
"Art. R. 532-33.-In the notification referred to in I of Article L. 532-34, the Autorité des marchés financiers shall transmit to the European Autorité des marchés financiers the appreciation of the manager on the reference Member State and the information relating to its marketing strategy.
"Art. R. 532-34.-I. ― The period referred to in Article L. 532-9 is suspended during the examination by the European Financial Markets Authority of the notification provided for in Article L. 532-37.
“II. ― When the Autorité des marchés financiers proposes to grant approval against the opinion of the European Financial Markets Authority, it shall inform the latter by reasoned decision.
"III. ― Where the Autorité des marchés financiers proposes to grant approval against the opinion of the European Financial Markets Authority and that the manager intends to market shares or shares of FIA that he manages in Member States other than France, the Autorité des marchés financiers also informs the competent authorities of these Member States by reasoned decision.
"Art. R. 532-35.-In accordance with the V of Article L. 532-39, in case of divergent appreciation between the Autorité des marchés financiers and the European Autorité des marchés financiers:
« 1° The Autorité des marchés financiers informs the European Autorité of the financial markets by reasoning decision;
« 2° When the manager sells shares or shares of FIA that he manages in Member States other than France, the Autorité des marchés financiers informs of this divergence the competent authorities of these other 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. »
Section D. 533-16-1 of the same code is amended as follows:
1° In I, after the words: "collective securities investment organizations" are added 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 of the monetary and financial code";
2° II is thus amended:
(a) After the words: "a collective investment organization in securities" are added the words: "or IAF 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";
(b) After the words: "a collective investment organization in securities" are added the words: "or IAF 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";
(c) The words: "corporate securities investment organizations reserved for certain investors under sections L. 214-25, L. 214-33 and L. 214-35 and collective investment organizations in wage savings securities under sections L. 214-39 to L. 214-41" are replaced by the words: "IAF falling under section L. 214-26-1, subsection 6 of subsection 2 of subsection 214-41"
(d) After the words: "Managed securities collective investment organization" are added the words: "or managed IAF 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".
In the 4th of section D. 621-27 of the same code, after the words: "a collective investment organization in securities" are inserted the words: "or an IAF falling within paragraphs 1, 2 and 6 of sub-section 2, paragraph 2 or subsection 1 of subsection 3, and subsection 4 of section 2 of chapter IV, of title I of section II, of title I of the book
I. ― Articles R. 621-37-1, R. 621-37-2, R. 621-37-3 and R. 621-37-4 of the same monetary code in their writing Decree No. 2011-968 of 16 August 2011 relating to the powers of sanction of the Autorité des marchés financiers and to the administrative composition procedure, the articles R. 621-37-2, R. 621-37-3, R. 621-37-4 and R. 621-37-5, respectively.
II. ― Article R. 621-37-1 in its drafting Decree No. 2011-922 of 1 August 2011 taken for application ofOrder No. 2011-915 of 1 August 2011 relating to securities collective investment organizations and the modernization of the legal framework for asset management retains its numbering.
III. ― In R. 621-37-5 in its I-editing, the references: "R. 621-37-1", "R. 621-37-2" and "R. 621-37-3" are replaced respectively by the references: "R. 621-37-2", "R. 621-37-3" and "R. 621-37-4".
Article R. 621-42 of the same code is supplemented by a paragraph as follows:
"It also informs the European Financial Markets Authority of decisions taken against FIA management companies pursuant to this section. »
The effective date of the provisions of subsection 1, with the exception of section D. 214-32, section 2 of chapter IV, title I, of Book II of the Monetary and Financial Code and section 3, except for its sub-section 2, chapter II of Title III of Book V of the same Code, as provided by this Order in Council as they are related to the passport issued to third-party FIAs or managers located in V of section 33 of Order No. 2013-676 of 25 July 2013 referred to above.
Management companies carrying out activities, at the date of publication of this Order, that correspond to the provisions mentioned in this Order, with the exception of Articles 5, 6, 7 and 17, apply for their approval as a portfolio management company defined in theArticle L. 532-9 of the Monetary and Financial Code in his writing from theOrder No. 2013-676 of 25 July 2013 referred to abovebefore July 22, 2014.
The OPCVMs existing on the date of publication of this Order have a deadline ending February 18, 2014 to enforce the provisions of Article 5 of this Order.
Structured UCITS within the meaning of Article 36 of the above-mentioned Regulation of 1 July 2010 as of the date of publication of this Order shall remain subject to provisions of Article R. 214-15-1 of the Monetary and Financial Code in its writing prior to that date, subject to the failure to accept new subscriptions from the public after the initial marketing period.
The monetary and financial code is thus amended:
1° At 2° of I and 3° of Article D. 213-1, the reference "10" is replaced respectively by the reference "11" and the reference "12";
2° In the first paragraph of Article D. 214-5, the word "contract" is replaced by the words "specialized professional";
3° In the first paragraph of article D. 214-8, the words "contractual investment" are replaced by the words "specialized professional" and the reference: "L. 214-36-3" is replaced by the reference: "L. 214-157";
4° Article R. 214-9 is amended as follows:
(a) In the first paragraph, the words: "or foreign" are replaced by the words: ", of OPCVM of foreign law, of FIA established in other Member States of the European Union";
(b) At 2°, after the words: "The collective investment organization", the words ", the OPCVM, the FIA" are added;
(c) At 3°, after the words: "the collective investment organization" are added the words: ", the OPCVM, the FIA";
5° Section R. 214-13 is amended as follows:
(a) In the first paragraph, the words: "accredited in accordance with Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 or the shares or shares of other collective institutions of French or foreign law or investment funds constituted on the basis of a foreign law, whether or not they are established in a Member State of the European Union or another State Party to the agreement on the European Economic Area, provided that" Member States of the European Union or investment funds established on the basis of a foreign law, provided that »;
(b) At 1°, the words: "collective investment agencies or foreign investment funds shall be subject to monitoring equivalent to that applicable to registered securities collective investment organizations in accordance with Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009" shall be replaced by the words: "IFIA or foreign investment funds shall be subject to monitoring equivalent to that applicable to UCITS";
(c) At 2°, the words "collective placement organizations" are replaced by the word "IFA" and the words "accredited in accordance with Directive 2009/65/EC of the European Parliament and the Council of 13 July 2009" are deleted;
(d) At the 4th, the words: "accredited in accordance with Directive 2009/65/EC of the European Parliament and the Council of 13 July 2009, collective investment agencies or foreign investment funds" are replaced by the words: ", IAF or investment funds" and the words: "or investment funds" are replaced by the words: "in securities, IAF or investment funds";
6° In article R. 214-24, the words: "or collective institution of French or foreign law" are replaced by the words: "of French or foreign law or FIA of French law or established in another Member State of the European Union";
7° Section R. 214-25 is amended as follows:
(a) In I, the words: "collective institutions of French or foreign law or investment funds of foreign law other than securities collective investment organizations approved in accordance with Directive 2009/65/EC of the European Parliament and the Council of 13 July 2009" are replaced by the words: "FIA of French law or established in others Member States of the European Union or foreign investment funds";
(b) In II, the words: ", a collective investment agency of French or foreign law or an investment fund of foreign law, it does not combine the assets of these securities collective investment bodies, these collective investment bodies" are replaced by the words: "of French or foreign law, of another French law FIA or established in another Member State of the European Union or of a foreign investment fund
8° In R. 214-31, after the words: "other collective investment agency in securities" are added the words: "French or foreign law";
9° In I and II of Article R. 214-31-1, after the words: "in master securities" are inserted the words: "in French or foreign law";
10° In c of 1° of Article D. 313-27, after the words: "Community Investment Organizations in Securities" are inserted the words: "and 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";
11° In 2 of article D. 321-1, the words: "property collective investment organization" are replaced by the words: "IFIA falling under paragraphs 1, 2, 3 and 6 of subsection 2, sub-sections 3 and 4 of chapter IV, section 2, of title I, of Book II" and the words: "property collective investment organizations" are replaced by the words: "FIA falling within the aforementioned provisions
12° Section R. 515-4 is amended as follows:
(a) At 2 and 3 of the I, the reference: "R. 214-95" is replaced by the reference: "R. 214-220";
(b) In the b of the IV, the reference "L. 214-43" is replaced by the reference "L. 214-169".
The insurance code is amended:
1° At 7° of article R. 131-1, the words "at 9° quater and" are deleted;
2° The b of section R. 131-5 is replaced by the following provisions:
“(b) On the other hand, employ at least 20% of their real estate assets in built, leased or offered for rent, under the conditions defined in Articles R. 214-86 to R. 214-88 of the Monetary and Financial Code » ;
3° 2° and 3° of Article R. 142-14 are replaced by the following provisions:
« 2° By derogation from the first paragraph of this Article, shares or shares of securities or collective investment bodies referred to in the 8th paragraph of Article R. 332-2 and whose assets include more than 10% of shares or shares of securities collective investment bodies, of collective investments falling under paragraphs 1, 2 and 6 of subsection 2, of paragraph 2 or of subsection 1 of paragraph 1 of Article IV of » ;
"3° Shares or shares of collective investments mentioned in the 8th of Article R. 332-2";
4° Section R. 332-2 is amended as follows:
(a) At 2° and 2° quater, the words "section 2" are replaced by the words "subsection 5 of section 2";
(b) At 7°, the reference: "L. 214-31-1" is replaced by the reference: "L. 214-31";
(c) At 7° bis, the references: "L. 214-38" and "L. 214-38-1" respectively are replaced by the references: "L. 214-160" and: "L. 214-161" and the words: "of a collective investment organization in securities under Article L. 214-36" are replaced by the words: "of collective investments under Article L-15".
(d) At 7° ter, the words: "collective investment organizations in securities with reduced investment rules referred to in R. 214-83" are replaced by the words: "general professional funds mentioned in R. 214-190";
(e) At 7° quater, the words: "group investment organizations in securities of alternative funds mentioned in theArticle R. 214-86 of the Monetary and Financial Code are replaced by the words: " alternative funds mentioned in theArticle R. 214-186 of the Monetary and Financial Code and collective placements mentioned in the III of Article L. 214-24 of the same Code;
(f) At 9°, the words are inserted: "and shares of forest savings companies falling under subsection 4 of subsection 2 of chapter IV, section 2, of title I of book II of the monetary and financial code";
(g) In 9° ter, the words: "of section 5 of chapter IV of title I of book II of the monetary and financial code, other than those mentioned in the 9° quater to 9° sexies" are replaced by the words: "from paragraph 3 of sub-section 2 of chapter IV of title I of book II of the monetary and financial code, other than those mentioned in the 9° sexies";
(h) The 9th quater is repealed;
(i) At 9° quinquies, the words "of real estate collective investment organizations falling under subsection 3 of subsection 4 of section 5" are replaced by the words "of professional real estate collective investment organizations falling under subsection 2 of subsection 1 of subsection 3 of section 2";
(j) In the 9th sexies, the words: "in sub-paragraph 7 of sub-section 1 of section 5 of chapter IV of title I of book II of the monetary and financial code, when they exercise the derogation provided for in article R. 214-200" are replaced by the words: "in the case of the monetary and financial codeArticle R. 214-120 of the Monetary and Financial Codewhen exercising the exemption provided for in that same article";
5° At 2° of article R. 332-3 and at 2° of article R. 332-3-1, the word "Quater" is replaced by the word " ter";
6° In section R. 332-14, the words: "from sub-section 1 and section L. 214-27 of sub-section 2 of section 1 of chapter IV of title I of book II of the monetary and financial code (regulatory part)" are replaced by the words: "from section 1 and collective investments falling under subsection 1 of financial section 2 of chapter IV of the monetary code and
7° In article R. 332-46, after the words: "OPCVM category", are inserted the words: "and FIAs";
8° In the c of Article R. 332-56, after the words: "group investment bodies in securities" are inserted the words: "or FIA";
9° The 3rd of article R. 426-5 is thus amended:
(a) In the first paragraph, after the words: " collective investment organizations in securities " , the words " or collective investments under subsection 2, paragraphs 1, 2 and 6, 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 b, the reference: "b of the I of Article L. 214-20" is replaced by the reference: "2° of the I of Article L. 214-20";
c) In c, the reference: "d and f of the I of Article L. 214-20" is replaced by the reference: "4° and 6° of the I of Article L. 214-20".
In article R. 423-75 of the Construction and Housing Code, after the words: "a collective investment organization in securities" are inserted the words: "or collective investment 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".
Appendix II to the General Tax Code is amended as follows:
1° In the first paragraph of the I of Article 50 decies, after the words: "liquidative value of the organization" are inserted the words: "or collective investment under section 2 of Chapter IV of Title I of Book II of the Monetary and Financial Code" and in the first and second paragraphs, after the words: "of the collective investment organization in securities", are inserted the words: "or of the collective investment under section 2 of Chapter IV
2° In article 171 AT, after the words: "a joint venture fund" are inserted the words: "or a professional investment capital fund";
3° Section 171 AW is amended as follows:
(a) In the first paragraph of the I, after the words: "The management company of the joint venture capital fund" are inserted the words: "or the professional investment capital fund";
(b) In the first paragraph of the second paragraph, after the words: "When the joint venture capital fund is inserted, the words "or the professional investment capital fund" are inserted;
4° In the first sentence of the first paragraph I of Article 384 A quater, after the words: "collective investment organizations in securities" are added the words: "or collective investments under subsection 2, paragraphs 1, 2 and 6, subsection 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".
I. ― Appendix III to the General Tax Code is amended as follows:
1° In article 41 sexdecies G, after the words: "a joint venture fund", are inserted the words: ", of 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";
2° Article 41 sexdecies H is amended as follows:
(a) In the first paragraph, the words "corporations or organizations" are replaced by the words "corporations, organizations or collective investments";
(b) In the third paragraph, the words "corporations and organizations" are replaced by the words "corporations, organizations or collective investments";
3° In article 41 sexdecies J, after the words: "collective securities institutions" are added the words: "or collective investments";
4° In the first paragraph of section 41 duovicies F, after the words: "a joint venture fund" are inserted the words: ", a specialized professional fund within 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 or a professional investment capital fund,"
5° In the first paragraph of section 41 duovicies G, after the words: "a joint venture fund" are inserted the words: ", a specialized professional fund within 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 or a professional investment capital fund,"
6° Section 41 DGA is amended as follows:
(a) In the first paragraph of the I, after the words: "in the joint venture fund," are added the words: "the 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, the professional investment capital fund,"
(b) At 2° of the I, after the words: ", mutual funds for risk investments", 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 asset management, professional investment capital funds,"
(c) In the first paragraph of the III, after the words: "the main object of the joint venture fund", are inserted the words: "of the 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, the professional investment capital fund,"
7° In the first paragraph of Article 41 X, after the words: "a joint venture fund" are inserted the words: "or a professional investment capital fund";
8° Article 46 ter A bis is amended as follows:
(a) In I, the reference: "L. 214-91" is replaced by the reference: "L. 214-35";
(b) At 1° of II, the reference: "L. 214-128" is replaced by the reference: "L. 214-69";
9° In the first paragraph of II and the third of Article 46 quater-0 ZZ quater, the references: "L. 214-85 and L. 214-87" are replaced by the references: "L. 214-121 and L. 214-123 to L. 214-125";
10° In I of Article 46 AI ter, after the words: "transformation of a common risk investment fund" are inserted the words: ", of 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";
11° In section 280 B, after the words: "a joint venture fund" are inserted the words: ", a specialized professional fund under the jurisdiction 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 or a professional investment capital fund,"
12° At 3° of 1 and 2° of 2 of III of 299 bis, the reference: "L. 214-38" is replaced by the reference: "L. 214-160".
II. ∙ The provisions of Schedule III to the General Tax Code as a result of this section may be amended by order.
In section R. 87-2 of the Tax Procedures Book, after the words: "a common risk investment fund" are inserted the words: "or a professional investment capital fund".
The mutuality code is thus modified:
1° Section R. 212-31 is amended as follows:
(a) At 2° and 4° bis, the words "section 2" are replaced by the words "subsection 5 of section 2";
(b) At 10° bis, the references: "L. 214-38 and L. 214-38-1" are replaced by the references: "L. 214-160 and L. 214-161" and the words: "a securities collective investment organization under Article L. 214-36" are replaced by the words: "collective investments under Article L. 214-154";
(c) At 10° ter, the words: "collective investment organizations in securities with reduced investment rules referred to in R. 214-83" are replaced by the words: "general professional funds mentioned in R. 214-190";
(d) At 11°, the words: "collective investment organizations in securities of alternative funds mentioned in theArticle R. 214-86 of the Monetary and Financial Code are replaced by the words: " alternative funds mentioned in theArticle R. 214-186 of the Monetary and Financial Code and collective placements mentioned in the III of Article L. 214-24 of the same Code;
(e) At 13°, after the words: "OECD", the words are added: "and shares of forest savings companies falling under subsection 4 of section 2 of chapter IV, section 2, title I, of book II of the monetary and financial code";
(f) In 14 bis, the words: "in section 5 of chapter IV of title I of book II of the monetary and financial code, other than those mentioned in 14 ter to 14 quinquies" are replaced by the words: "in subsection 3 of subsection 2 of section 2 of chapter IV of title I of book II of the monetary and financial code, other than those mentioned in the 14 quinquies";
(g) 14° ter is repealed;
(h) At 14° quater, the words: "property collective investment organizations under subsection 3 of subsection 4 of section 5" are replaced by the words: "professional real estate collective investment organizations under subsection 2 of subsection 1 of subsection 3 of section 2";
(i) In 14° quinquies, the words: "in sub-paragraph 7 of sub-section 1 of section 5 of chapter IV of title I of book II of the monetary and financial code, when they exercise the derogation provided for in article R. 214-200 of the same code" are replaced by the words: "in the case of the derogation provided for in article R. 214-200 of the same code"Article R. 214-120 of the Monetary and Financial Codewhen exercising the exemption provided for in that same article";
2° At 2° of article R. 212-32, the reference: ", 14° ter" is deleted;
3° At 2° of article R. 212-33, the reference: "14° ter" is replaced by the reference: "14° bis";
4° In section R. 212-46, the words: "from sub-section 1 and section L. 214-27 of sub-section 2 of section 1 of chapter IV of title I of book II of the monetary and financial code (regulatory part)" are replaced by the words: "from section 1 and collective investments under subsection 1 of financial section 2 of chapter IV of the monetary code II of title I,
5° In the penultimate paragraph of article R. 212-71, after the words: "OPCVMs", the words "and FIAs" are inserted;
6° In c of article R. 212-81, after the words: "collective securities institutions" are added the words: "or collective investments".
The Social Security Code is thus amended:
1° Section R. 623-3 is amended as follows:
(a) At 2°, after the words: "common receivables funds" are inserted the words: "and securitization bodies" and the reference: "L. 214-43" is replaced by the reference: "L. 214-169";
(b) At 6°, the references: "L. 214-37 and L. 214-38" are replaced by the references: "L. 214-154 and L. 214-160";
(c) At 8°, after the words: "OPCVM shares", the words are inserted: "and 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 I of the monetary and financial code";
2° In R. 623-6, the words: "registered by sub-section 1 and L. 214-27 of sub-section 2 of chapter IV, section 1, title I, of Book II" are replaced by the words: "under section 1 and subsection 1 of subsection 2 of chapter IV, section 2, of title I, of Book II";
3° Section R. 931-10-21 is amended as follows:
(a) At 2° and 3° ter, the words "section 2" are replaced by the words "subsection 5 of section 2";
(b) At 9° bis, the references: "L. 214-38 and L. 214-38-1" are replaced by the references: "L. 214-160 and L. 214-161" and the words: "a securities collective investment organization under Article L. 214-36" are replaced by the words: "collective investments under Article L. 214-154";
(c) At 9° ter, the words: "collective investment organizations in securities with reduced investment rules referred to in R. 214-83" are replaced by the words: "general professional funds mentioned in R. 214-190";
(d) At 9° quater, the words: "group investment organizations in securities of alternative funds mentioned in theArticle R. 214-86 of the Monetary and Financial Code are replaced by the words: " alternative funds mentioned in theArticle R. 214-186 of the Monetary and Financial Code and collective placements mentioned in the III of Article L. 214-24 of the same Code;
(e) At 11°, after the words: "OECD", the words are added: "and shares of forest savings companies under subsection 4 of section 2 of chapter IV, section 2, title I, of book II of the monetary and financial code";
(f) In 12° bis, the words: "from section 5 of chapter IV of title I of book II of the monetary and financial code, other than those mentioned in 12° ter to 12° quinquies" are replaced by the words: "from paragraph 3 of subsection 2 of section 2 of chapter IV of title I of book II of the monetary and financial code, other than those mentioned in the 12° quinquies";
(g) 12° ter is repealed;
(h) At 12° quater, the words: "Real collective investment organizations under subsection 3 of subsection 4 of section 5" are replaced by the words: "Professional real estate collective investment organizations under subsection 2 of subsection 1 of subsection 3 of section 2";
(i) In 12° quinquies, the words: "in sub-paragraph 7 of sub-section 1 of section 5 of chapter IV of title I of book II of the monetary and financial code, when they exercise the derogation provided for in article R. 214-200 of the same code" are replaced by the words: "in the words "in the case of the derogation"Article R. 214-120 of the Monetary and Financial Codewhen exercising the exemption provided for in that same article";
4° At 2° of article R. 931-10-22 and at 2° of article R. 931-10-23, the word " ter" is replaced by the word "bis";
5° In section R. 931-10-35, the words: "under section 1 and section L. 214-27 of section 1 of chapter IV, section 1, title I, of the monetary and financial code (regulatory part)" are replaced by the words: "under section 1 and collective investments under subsection 1 of subsection 2 of the financial title of section II of chapter IV, section II, and
6° In the penultimate paragraph of R. 931-10-49, after the words: "OPCVMs", the words "and FIAs" are inserted;
7° In the c of Article R. 931-10-59, after the words: "collective investment bodies in securities" are inserted the words: "or collective investments".
The working code is thus modified:
1° In the last paragraph of Article D. 3324-28, the references: "L. 214-39" and "L. 214-40" are replaced respectively by the references: "L. 214-164" and "L. 214-165" and the words: "collective investment organizations in securities where the characteristics of new organizations are identical to those of the organizations" are replaced by the words:
2° In the first paragraph of Article D. 3324-34, the references: "L. 214-39 and L. 214-40" are replaced by the references: "L. 214-164 and L. 214-165";
3° In the second paragraph of section R. 3332-3, the references: "L. 214-39" and "L. 214-40" are replaced respectively by the references: "L. 214-164" and "L. 214-165" and the words: "corporate investment organizations in securities where the characteristics of new organizations are identical to those of the organizations" are replaced by the words:
4° In the first paragraph of section R. 3332-20, the words: "corporate securities investment organizations whose characteristics are identical to those of the organizations" are replaced by the words: "corporate securities investment organizations or collective investments falling within paragraphs 1.2 and 6 of subsection 2, paragraph 2 or sub-paragraph 1 of subsection 3, or subsection 4 of section 2
5° In R. 3332-27, the references: "L. 214-39, L. 214-40 or L. 214-41" are replaced by the references: "L. 214-164, L. 214-165 or L. 214-166";
6° In the second paragraph of Article R. 3334-1-1, after the words: "to the collective investment organization in securities" are inserted the words: "or to the collective investment under subsections 1.2 and 6 of subsection 2, paragraph 2 or sub-paragraph 1 of subsection 3, subsection 1, or subsection 4 of section 2 of Chapter IV of title I of the monetary code and
7° Section R. 3334-1-2 is amended as follows:
(a) In the first paragraph, after the words: " collective investment organizations in securities " , the words " or collective investments under subsection 2, paragraphs 1.2 and 6, paragraph 2 or sub-paragraph 1 of subsection 3, paragraph 1, or sub-section 4 of chapter IV, section 2, of heading I, of Book II of the Monetary and Financial Code " ;
(b) In 1°, 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, or subsection 4 of section 2 of chapter IV of title I of book II of the monetary and financial code" and the reference: "Article L-24 is replaced by 214."
The Minister of Economy and Finance is responsible for the execution of this Order, which will be published in the Official Journal of the French Republic.
Done on 25 July 2013.
Jean-Marc Ayrault
By the Prime Minister:
Minister of Economy and Finance,
Pierre Moscovici
