Key Benefits:
Minister of Economy and Finance,
Vu le monetary and financial codeincluding article L. 621-6;
Having regard to the letter from the President of the Autorité des marchés financiers of 25 November 2013,
Stop it!
Amendments to the general regulation of the Autorité des marchés financiers, the text of which is annexed to this Order, are approved.
This Order and its annex will be issued in the Official Journal of the French Republic.
A N N E X E
1. Section 311-1-A is amended to read:
1° In V, the words "to the relevant provisions of Book IV of these Regulations" are replaced by the words "to section 421-36".
2° The first paragraph of the V is supplemented by a sentence written as follows: "These persons also comply with the investor information obligations set out in theArticle L. 214-24-19 of the Monetary and Financial Code and articles 421-33 to 421-35. »
3° At 1° of the VI, the reference: "317-2" is replaced by the reference: "312-3".
4° The last paragraph is deleted.
2. In the third paragraph of section 311-1-B, the words "to the relevant provisions of Book IV of these Regulations" are replaced by the words "to section 421-36".
3. Section 311-2 is amended to read:
1° In the second paragraph, the words: "as necessary, this period is suspended until the receipt of the additional elements requested" are deleted.
2° After the second preambular paragraph, a paragraph should read:
"It may extend this period of up to three additional months when it considers it necessary because of the specific circumstances of the species and after notified to the Portfolio Management Corporation. »
4. Section 311-3 is as follows:
"The changes to the information in the portfolio management corporation's registration record pursuant to section 311-1 are, as appropriate, subject to a statement, notification or request for prior authorization to the FMA.
"On receipt of the statement, notification or request for prior authorization from the portfolio management company, the AMF shall issue a receipt.
“In accordance with II of Article L. 532-9-1 of the Monetary and Financial Codewhere the portfolio management company submits a request for prior authorization for a substantial change in the information contained in its registration file, the AMF has one month to inform the AMF of its refusal or restrictions imposed on its application.
"The AMF may, if the particular circumstances of the species warrant, notify the applicant of the extension of this period of up to one month.
"The changes are implemented after the one-month evaluation period, possibly extended.
"The terms and conditions of application of this Article are specified by an instruction of the AMF. »
5. In the second and third paragraphs of Article 311-4, the words: "in accordance with Directive 2009/65/EC of 13 July 2009" are deleted.
6. In Article 311-7-1, the words: "in accordance with Directive 2009/65/EC of 13 July 2009" are deleted.
7. Section 312-3 is amended to read:
1° At 1° of the II, a and b are written as follows:
“(a) Group investments in French or foreign law, in the form of a company, which have overall delegated to the portfolio management company the management of their portfolio;
“(b) Group investments in French or foreign law in the form of funds, managed by the portfolio management company, including portfolios delegated to management but excluding portfolios managed by delegation. »
The c is deleted.
2° After 2° of II, a paragraph is inserted as follows:
"When the portfolio management company is also approved to manage a titrization organization referred to in the I of Article L. 214-167 of the Monetary and Financial Code, it is not subject to present II. »
3° In the third, the words "legal account controller" are replaced by the words "Officer of Accounts".
8. Section 312-4 is as follows:
"The equity, including the additional equity, must be placed in liquid assets or assets that are easily convertible into short-term liquidity and do not have speculative positions. »
9. Section 312-7 is amended to read:
1° At 1°, the words "according to Directive 2009/65/EC of 13 July 2009" are deleted.
2° At 2°, the words: "Management company is only approved to manage common risk investment funds benefiting from a reduced procedure" are replaced by the words: "Browsing management company is only approved to manage professional investment capital funds".
10. In the second paragraph of Article 312-8, the words: "according to Directive 2009/65/EC of 13 July 2009" are replaced by the words: "and is not approved in accordance with Title I bis of this book".
11. Section 312-10 is as follows:
"In the event of splitting a collective investment referred to in section 311-1 Decided in accordance with the second subparagraph of articles L. 214-7-4, L. 214-8-7, L. 214-24-33 or L. 214-24-41 the monetary and financial code, the approval of the portfolio management company that manages this collective investment allows it to manage the specialized professional fund created during this split and intended to receive assets that would not be in accordance with the interest of the holders or shareholders of the split collective investment. »
12. At 4° and 5°, twice, from Article 313-2 II, the words "OPCVM" are replaced by the words "a collective placement referred to in Article 311-1 A".
13. Section 313-6 is amended to read:
1° In the third paragraph, the words "OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
2° At a, b, d, e and f, the words: "Each OPCVM" are replaced by the words: "Each collective placement referred to in section 311-1 A".
14. In the last paragraph of section 313-7, the words "OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
15. At the 1st and 2nd of Article 313-8, the words "OPCVM" are replaced by the words "a collective placement referred to in Article 311-1 A".
16. Section 313-8-1 is amended to read:
1° In the first paragraph, the words "OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A" twice, and the words "OPCVM" are replaced by the words "the collective placement referred to in section 311-1 A".
2° In the second paragraph, the words: "an OPCVM" are replaced by the words: "a collective placement referred to in section 311-1 A", and the words: "this OPCVM" are replaced by the words: "this collective placement referred to in section 311-1 A".
17. Section 313-12 is amended to read:
1° At 2°, the words "OPCVM" are replaced by the words: "a collective placement referred to in section 311-1 A" and the words: "the UCITS" are replaced by the words: "the collective investments referred to in section 311-1 A".
2° The last paragraph is as follows:
"The collective investments referred to in section 311-1 are not covered by the preceding paragraph A under article L. 214-36 or L. 214-154 the monetary and financial code of Article L. 214-42 of the same code in its writing prior toOrder No. 2011-915 as of 1 August 2011 and those under articles L. 214-33 to L. 214-34 or L. 214-144 to L. 214-147 of the same code that use the exemption provided for in III of article R. 214-85 or R. 214-193 of the same code. »
18. In section 313-17-1, the words: "legal controller of his accounts" are replaced by the words: "Commissioner of Accounts".
19. In sections 313-18 and 313-19, the words "OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
20. Section 313-21 is amended to read:
1° At 1° of the I, the words "OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
2° At 6° of II, the words: "OPCVMs" are replaced by the words: "the collective investments referred to in section 311-1 A" and the words: "by the OPCVM" are replaced by the words: "by the collective placement referred to in section 311-1 A".
21. Part II of Article 313-23 is amended to read:
1° The words "OPCVM" are replaced by the words "a collective investment referred to in section 311-1 A".
2° The words: "of the CSAP" are replaced by the words: "of the collective placement referred to in section 311-1 A" three times.
22. Section 313-24 is as follows:
"When collective investments referred to in section 311-1 A or third-country investment funds managed by the investment service provider or a related corporation are purchased or subscribed on behalf of a managed portfolio, the terms of reference or prospectus of the collective investment referred to in section 311-1 A must provide for this possibility. »
23. Section 313-48 is amended to read:
1° In the first paragraph of the II, the words "OPCVM" are replaced by the words "the collective placement referred to in section 311-1 A".
2° The a and b of the II are as follows:
“(a) The name or designation of the collective placement referred to in section 311-1 A and the person acting on behalf of that collective placement;
“(b) Details required to identify the collective placement referred to in section 311-1 To which it is; "
3° At 1° of the III, the words "OPCVM" are replaced by the words "of the collective placement referred to in section 311-1 A", and after the reference: "L. 214-13" is inserted the reference: "or L. 214-24-46".
24. In the last paragraph of section 313-49, the words "of the CSAP" are replaced by the words "of the collective placement referred to in section 311-1 A".
25. Section 313-53-3 is amended to read:
1° The words: "The risk of loss for the CSAS" are replaced by the words: "the risk of loss for collective placement referred to in section 311-1 A, three times.
2° In the third paragraph, the words: "The capacity of the CSAP" are replaced by the words: "the capacity of the collective placement referred to in section 311-1 A" and the words: "Articles L. 214-7, paragraph 3, and L. 214-8" are replaced by the words: "the third paragraph of section L. 214-7 or L. 214-24-29 or section L. 214-8 or L. 214-8 or L.
3° In the fifth paragraph, the words "on behalf of the CSAP" are replaced by the words "on behalf of the collective placement referred to in section 311-1 A".
26. Section 313-53-4 is amended to read:
1° In the second paragraph of II, the words "OPCVMs" are replaced by the words "collective placements referred to in section 311-1 A".
2° In the b of the III, the words "OPCVMs" are replaced by the words "collective placements referred to in section 311-1 A" twice, and after the reference: "411-83" are inserted the references: "or 422-50 to 422-63".
3° At the c and e of the III, the words "each OPCVM" are replaced by the words "each collective placement referred to in section 311-1 A".
4° In the d of the III, the words "each OPCVM" are replaced by the words "each collective placement referred to in section 311-1 A" twice, and the words "this OPCVM" are replaced by the words "this collective placement".
5° In the f of the III, after the reference: "411-84" is inserted the reference: "or 422-64".
27. Section 313-53-5 is amended to read:
1° In I, the words "OPCVMs" are replaced by the words "collective investments referred to in 311-1 A".
2° In II, the words "each OPCVM" are replaced by the words "each collective placement referred to in section 311-1 A"; the words: "the exhibition of this UCITS" are replaced by the words: "the exhibition of this collective placement referred to in section 311-1 A"; the words: "OPCVM exposure" are replaced by the words: "the exhibition of collective investments referred to in section 311-1 A" and the words: "OPCVMs" are replaced by the words: "the collective investments referred to in section 311-1 A".
3° At a du III, after the reference: "411-73" are inserted the references: "or 422-51 and 422-52".
4° In V, the words "OPCVMs" are replaced by the words "collective placements referred to in 311-1 A".
28. At the a and b of section 313-53-6, after the reference: "411-73" are inserted the references: "or 422-51 and 422-52".
29. Section 313-53-7 is amended to read:
1° Section 313-53-7 is amended to read:
(a) In a, the words "OPCVMs" are replaced by the words "collective investments referred to in 311-1 A".
(b) In the first paragraph of b, the words: "to the UCITS" are replaced by the words: "to collective investments referred to in section 311-1 A", and the words: "in accordance with sections 411-72 and 411-73 and sections 411-82 to 411-83" are replaced by the words: "in accordance with sections 411-72 and 411-73 or 422-51 and 422-52 and sections 483
In the second paragraph of b, the words "OPCVMs" are replaced by the words "collective placements referred to in section 311-1 A".
2° Section 313-53-7 is amended as follows:
(a) In the first paragraph, in d and e, the words "each UCITS" are replaced by the words "each collective placement referred to in section 311-1 A".
(b) In c, the words "OPCVMs" are replaced by the words "collective investments referred to in 311-1 A".
(c) In d, the words: "for the CSAOP" are replaced by the words: "for the collective placement referred to in section 311-1 A", and the words: "OPCVMs" are replaced by the words: "collective investments referred to in section 311-1 A".
(d) In the f, the words "of the CSAP" are replaced by the words "of the collective placement referred to in section 311-1 A".
3° Section 313-53-7 is amended as follows:
(a) The words: "OPCVMs" are replaced by the words: "the collective investments referred to in section 311-1 A" three times.
(b) The words: "in sections L. 214-7, paragraph 3, and L. 214-8" are replaced by the words: "in the third paragraph of article L. 214-7 or L. 214-24-29 or in article L. 214-8 or L. 214-24-34".
4° Section 313-53-7 is amended as follows:
(a) The words: "Each OPCVM" are replaced by the words: "Each collective placement referred to in section 311-1 A".
(b) The words "of the CSAS" are replaced by the words "of the collective placement referred to in section 311-1 A".
5° In the V of Article 313-53-7, the words "OPCVM" are replaced by the words "the collective placement referred to in Article 311-1 A".
30. In section 313-56, the words "OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
31. In the first sentence of section 313-59, the words: "legal auditor of accounts" are replaced by the words: "Officer of Accounts", and in the second sentence, the words: "legal controller" are replaced by the words: "Officer of Accounts".
32. Section 313-59-1 is amended to read:
1° In the first paragraph, the words "OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
2° At 1° and 2°, the words "of the UCITS" are replaced by the words "of the collective placement referred to in section 311-1 A".
3° At 2°, after the reference: "L. 214-17-1", is inserted the reference: "or L. 214-24-50".
4° At 3°, after the reference: "411-33" are inserted the references: "or 422-26 to 422-32".
33. In section 313-61, the words "each OPCVM" are replaced by the words "each collective placement referred to in section 311-1 A".
34. Section 313-77 is amended to read:
1° In the first paragraph, the words "an OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
2° At 2°, the words: "no VSCO" are replaced by the words: "no collective placement referred to in section 311-1 A" and the words "of the VSCO" are replaced by the words: "of the collective placement referred to in section 311-1 A".
3° At 3°, after the words: "having received delegation from a public authority" are inserted the words: "to manage collective investments equivalent to those whose management is delegated".
4° At 7°, the words "of the OPCVM" are replaced by the words "of the collective placement referred to in section 311-1 A".
5° At 9°, the words "of the UCITS" are replaced by the words "of the collective placement referred to in section 311-1 A or, where applicable, the information document to investors."
35. Section 314-1 is amended to read:
1° The first paragraph is as follows:
"This chapter is not applicable to branches established in other States parties to the European Economic Area Agreement by investment service providers or portfolio management companies approved in France. »
2° In the second paragraph, the words: "These provisions also apply" are replaced by the words: "this chapter is applicable" and the words: "according to Directive 2009/65/EC of 13 July 2009" are deleted.
3° In the last paragraph, the words "OPCs" are replaced by the words "collective investments referred to in 311-1 A".
36. In section 314-2, the words "OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
37. Section 314-3-1 is amended to read:
1° In the first paragraph, the words "OPCVM", are replaced by the words "a collective placement referred to in section 311-1 A".
2° At 1°, the words "of the same UCITS" are replaced by the words "of the same collective placement referred to in section 311-1 A".
3° At 4° by twice, at 5°, 6° and 7°, the acronym: "OPCVM" is replaced by the words: "collective placements referred to in 311-1 A".
4° At 8°, the words "OPCVMs" are replaced by the words "collective placements referred to in section 311-1 A" and the words "of these UCITS" are replaced by the words "of these collective investments".
5° At 9°, the words "of the OPCVM" are replaced by the words "of the collective placement referred to in section 311-1 A".
38. Section 314-19 is amended to read:
1° In the first paragraph, the words: "compliant with Directive 2009/65/EC of 13 July 2009" and the words: "positions of" are deleted.
2° The second paragraph reads as follows:
"Also deficient in the presumption referred to in the preceding paragraph the information specific to the general-purpose investment funds and alternative funds contained in their key information document for the investor, and to the general-purpose professional funds contained in their prospectus, and provided that this information meets the same requirements as set out in Directive 2009/65/EC of 13 July 2009. »
39. In Article 314-57, at 4° of I, the words: "compliant with Directive 2009/65/EC of 13 July 2009" are deleted.
40. In article 314-59, the reference: "D. 411-2," is deleted.
41. In article 314-60, the b of 2° is read as follows: "(b) French law OPCVMs and IAFs open to non-professional investors; »
42. In the IV of section 314-66, the words: "an OPCVM" are replaced by the words: "a collective placement referred to in section 311-1 A" and the words: "of the OPCVM" are replaced by the words: "of the collective placement referred to in section 311-1 A".
43. At the 5th of Article 314-69, the words "OPCVM" are replaced by the words: "a collective placement referred to in Article 311-1 A"; the words: "at the CSAOP" are replaced by the words: "at the collective placement referred to in section 311-1 A" and the words: "of the CSAOP" are replaced by the words: "of the collective placement referred to in section 311-1 A".
44. Section 314-75 is amended to read:
1° In I, the words: "an OPCVM" are replaced by the words: "a collective investment referred to in section 311-1 A", and the words: "of the OPCVM" are replaced by the words: "of the collective placement referred to in section 311-1 A" twice.
2° In IV and in VI, the words "OPCVM" are replaced by the words "the collective placement referred to in section 311-1 A".
3° In V, the words "of the CSAP" are replaced by the words "of the collective placement referred to in section 311-1 A" and the words "OPCVMs" are replaced by the words "the collective investments referred to in section 311-1 A".
4° In the VII, the words "OPCVMs" are replaced by the words "collective investments referred to in section 311-1 A".
45. Section 314-75-1 is amended to read:
1° In the first paragraph, the words "an OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
2° In the second paragraph, the words "of the CSAC" are replaced by the words "of the collective placement referred to in section 311-1 A".
3° In the second and third paragraphs, the words "each OPCVM" are replaced by the words "each collective placement referred to in 311-1 A".
46. In section 314-76, the words "OPCVM" are replaced by the words: "a collective placement referred to in section 311-1 A" by eleven times.
47. In section 314-77, the words "OPCVM" are replaced by the words: "a collective placement referred to in section 311-1 A", and after the reference: "411-130" is inserted the reference: "or 422-91".
48. Section 314-78 is amended to read:
1° In the first paragraph, the words "of the CSAC" are replaced by the words "of the collective placement referred to in section 311-1 A".
2° At 1° and 2°, the words "of the UCITS" are replaced by the words "or, if any, in the information document to investors, of the collective placement referred to in section 311-1 A".
3° The 3rd is as follows:
« 3° The share of overperformance of the collective investment referred to in Article 311-1 A awarded to the Portfolio Management Corporation shall not lead the Portfolio Management Corporation to take excessive risks with respect to the investment strategy, objective and risk profile defined in the prospectus and key information document for the investor or, where appropriate, in the investor information document, of the collective investment referred to in 311-1 A."
49. Section 314-79 is amended to read:
1° In the first paragraph, the words "OPCVM" are replaced by the words "the collective placement referred to in section 311-1 A"; the words: "OPCVMs" are replaced by the words: "the collective investments referred to in section 311-1 A", and after the words: "investment funds" are inserted the words: "third country".
2° At 2°, the words "of the OPCVM" are replaced by the words "of the collective placement referred to in section 311-1 A" twice; the words: "OPCVM" are replaced by the words: "a collective investment referred to in section 311-1 A" twice, and the words: "OPCVMs" are replaced by the words: "collective investments referred to in section 311-1 A".
3° At the penultimate paragraph, the acronym: "CFPR" is replaced by the words: "investment capital funds, a specialized professional fund or a professional investment capital fund".
4° In the last paragraph, the words "at the CSAP" are replaced by the words "to the collective placement referred to in section 311-1 A".
50. After section 314-79, a new article 314-79-1 is inserted as follows:
"Art. 314-79-1. ― Section 314-79 does not apply to fees and commissions for advice and real property montages related to the acquisition or disposal of assets referred to in the 1° to 3° of Article L. 214-36 of the monetary and financial code in which is invested the assets of an OPCI, a professional real estate investment agency or a specific management mandate relating to real estate assets.
"The nature and method of calculating these fees and commissions are expressly mentioned in the terms of reference or in the simplified prospectus and the detailed note by the CIPO or the professional real estate investment agency.
"In accordance with section 314-79, surrenders that would not benefit exclusively and directly from OPCI, the professional real estate investment organization or the principal are prohibited. Constitutes such retrocessions the agreements by which, on the occasion of an operation on an asset mentioned to the 1° to 3° of Article L. 214-36 of the monetary and financial code, the broker, intermediary or counterparty shall pay a portion of the costs referred to in 1° of section 314-79 or the costs referred to in the first paragraph of this section. »
51. Section 314-80 is amended to read:
1° In the first paragraph, the words "of the CSAP" are replaced by the words: "of the collective investment referred to in section 311-1 A", and the words: "in UCITS or investment funds by the CSAP" are replaced by the words: "in collective investment referred to in section 311-1 A or third country investment funds by the collective investment referred to in Article 311-1 A".
2° In the second paragraph, the words: "owned by the CSAC under the conditions defined in the CSAC prospectus" are replaced by the words: "owned by the collective placement referred to in section 311-1 A under the conditions defined in the prospectus or, where applicable, in the information document to investors of the collective investment referred to in section 311-1 A".
3° In the third paragraph, the words "of the CSAC" are replaced by the words "or, if applicable, the information document to investors, of the collective placement referred to in section 311-1 A".
52. Section 314-82 is amended to read:
1° In the first paragraph, the words "OPCVM" are replaced by the words "the collective placement referred to in section 311-1 A".
2° In the seventh paragraph, the words "OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
3° In the last paragraph, the words "each OPCVM" are replaced by the words "each collective placement referred to in section 311-1 A" twice.
53. Section 314-85 is as follows:
"When shares or shares of a collective investment referred to in section 311-1 A or third-country investment funds managed by a portfolio management corporation are purchased or subscribed by that portfolio management corporation or a related corporation, on behalf of a collective investment referred to in section 311-1 A, the subscription and redemption commissions, except for the share of the collective investment referred to in section 311-1 When the investment is made, they are prohibited. »
54. In section 314-88, the words "OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
55. In Article 314-89, in the first paragraph, the words "OPCVM" are replaced by the words: "a collective placement referred to in Article 311-1 A", and at 5° the words "of the OPCVM" are replaced by the words: "of the collective placement referred to in Article 311-1 A".
56. Section 314-99 is amended to read:
1° In the first paragraph, the words "OPCVM" are replaced by the words "a collective placement referred to in section 311-1 A".
2° In the second paragraph, the words "OPCVM" are replaced by the words "the collective placement referred to in section 311-1 A".
3° In the third paragraph, the words "of the CSAC" are replaced by the words "of the collective investment referred to in section 311-1 A" and the words: "MVCs or investment funds" are replaced by the words: "collective investments or investment funds of third countries".
57. Section 314-100 is amended to read:
1° The acronym: "OPCVM" is replaced by the words: "collective placements referred to in section 311-1 A" in the first paragraph and 2° twice.
2° At the f of the 3°, the words "legal auditors of accounts" are replaced by the words "auditors".
3° In the last paragraph, the words "of the CSAC" are replaced by the words "of the collective placement referred to in section 311-1 A".
58. At 3° of section 314-101, the words "OPCVMs" are replaced by the words "collective placements referred to in section 311-1 A".
59. In section 314-102, the words: "OPCVM" are replaced by the words: "a collective placement referred to in section 311-1 A" and the words: "OPCVMs" are replaced by the words: "the collective investments referred to in section 311-1 A".
60. Section 314-103 is amended to read:
1° In the first paragraph, the words "CFPR" are replaced by the words "investment capital fund, specialized professional fund or investment capital fund".
2° In the second paragraph, the words: "by the FCPR" are replaced by the words: "by the capital investment fund, the specialized professional fund or the professional capital investment fund".
61. At the penultimate paragraph of Article 315-16, the word "third" is replaced by the word "sixth".
62. The title of chapter V, section 7, of Book III title I, is as follows: "Section 7. ― Provisions specific to the management of real estate collective investment organizations, professional real estate investment organizations, civil real estate investment companies and specific management mandates relating to real estate assets".
63. Section 315-60 is as follows:
"With the exception of sections 314-99 to 314-104, chapters I to IV and section 6 of Chapter V of this Title are applicable to portfolio management companies in their business of management of OPCI or professional real estate investment organizations, SCPI and specific terms of reference relating to real estate assets, unless otherwise provided in this section. »
64. Section 315-62 is repealed.
65. Section 315-63 is amended to read:
1° In the first paragraph, after the words: "OPCI management" are inserted the words: "or professional real estate collective investment organizations", and the words: "at the c of the I of Article L. 214-92" are replaced by the words: "at the 1st to 3rd of Article L. 214-36".
2° In the last paragraph, after the words: "OPCI" are inserted the words: "or the professional real estate investment agency" twice, and the reference: "R. 214-191" is replaced by the reference: "R. 214-112".
66. In the first and second paragraphs of Article 315-64 and Article 314-64-1, the words: "at c of Article L. 214-92" are replaced by the words: "at 1° to 3° of Article L. 214-36".
67. Section 315-65 is amended to read:
1° In the first paragraph, after the words: "Financial management of OPCI", the words are inserted: "professional real estate investment organizations".
2° In the first and second paragraphs, the words: "a to c of Article L. 214-92" are replaced by the words: "at 1° to 3° of Article L. 214-36".
68. Sections 315-66,315-67,315-68,315-69,315-70,315-71,315-72 and 315-74 are repealed.
69. Article 315-73 is renumbered: "Article 315-66".
70. At 3° of section 316-12, the word "regulatory" is replaced by the word "regulatory".
71. At 3° of 316-13, the words "Paragraph 2" are replaced by the words "The second paragraph".
72. In the penultimate paragraph of Article 317-2, after the words: "of the Commission of 19 December 2012" the word "specify".
73. In article 317-3, after the words: "in assets" is inserted the word "liquid".
74. At the 5th of Article 317-7, after the word "investors" is inserted the word "in".
75. In the first paragraph of section 318-4, the words "to be minimized" are replaced by the words "to minimize".
76. In the first paragraph of section 318-10-1, the words: "take measures in accordance with section 411-138 and" are deleted.
77. In the last paragraph of Article 318-35, after the word "executive" is inserted the word "de".
78. In sections 319-4,319-5,319-6 and 319-7, after the words: "FIA actions" is inserted the word "s".
79. In section 319-12, the reference: "411-130" is replaced by the reference: "422-91".
80. At the c of the 2nd of Article 319-14, the words: "on behalf of the IAF a by the company" are replaced by the words: "on behalf of the IAF managed by the company".
81. In the first paragraph of Article 319-21, after the words "monetary and financial code" is inserted the word "whose".
82. In the third paragraph of section 320-24, the words "referred to" are replaced by the words "referred to in 2".
83. In the second paragraph of section 322-2 and in the penultimate paragraph of section 322-3, the words "OPCVM" are replaced by the words "a collective investment".
84. At the 3rd of Article 322-12, the words "OPCVM" are replaced by the words "collective placement"; the words "OPCVM" are replaced by the words "of collective investment" and the words "of the said OPCVM" are replaced by the words "of the said collective investment".
85. In the last paragraph of section 322-19, the words "OPCVMs" are replaced by the words "collective investments".
86. The last paragraph of section 322-35 is deleted.
87. Section 322-73 is amended to read:
1° In the first paragraph and at 1°, the words "OPCVM" are replaced by the words "a collective placement".
2° At 2°, the words "OPCVMs" are replaced by the words "collective placements".
88. The title of chapter III of Book III title II is as follows: "Chapter III. ― Depositaries of securities collective investment organizations".
89. Before section 1 of chapter III, title II, of Book III, an article 323-1-A is inserted as follows:
"Art. 323-1-A.-This chapter also applies to "other collective investments" referred to in I of Article L. 214-191 of the Monetary and Financial Code. »
90. The title of chapter III, section 1, of title II, of Book III is as follows: "Section 1. ― Missions of the depositary of OPCVM".
91. Section 323-1 is amended to read:
1° After the reference: "L. 214-10", the comma is replaced by the word "and", and the words ", and articles L. 214-49-2, L. 214-49-7 and L. 214-118" are deleted.
2° The words: "the assets of the collective investment organization (CPO)" are replaced by the words: "the assets of the CSAOP" and the words: "CPO decisions" are replaced by the words: "the decisions of the CSAOP".
92. In sections 323-2,323-3,323-5,323-9,323-10,323-11,323-13,323-14,323-15,323-16,323-18,323-19,323-20,323-21 and 323-22, the acronym: "OPC" is replaced by the acronym: "OPCVM".
93. In section 323-5, after the reference: "L. 214-10", the comma is replaced by the word "and", and the words ", and articles L. 214-49-2, L. 214-49-7 and L. 214-118" are deleted.
94. After the reference: "L. 214-10", the comma is replaced by the word "and", and the words ", and articles L. 214-49-2, L. 214-49-7 and L. 214-118" are deleted.
95. The title of sub-section 2 of section 2 of chapter III of title II of Book III is as follows: "Sub-section 2. ― Depositary Relations with the CSAOP".
96. At the 10th of Article 323-11, the words: "French law in accordance with Directive 2009/65/EC of 13 July 2009" are deleted, and after the words: "European Union" are inserted the words: "or another State Party to the Agreement on the European Economic Area".
97. The 1st of Article 323-13 is as follows:
« 1° The list of financial instruments and contracts on which the countervailing establishment operates, including, where appropriate, voluntary transactions; "
98. Section 323-14 is amended to read:
1° In the third paragraph, the words "legal account controller" are replaced by the words "Officer of Accounts".
2° The last paragraph is deleted.
99. The title of chapter III, section 3, title II, of Book III is as follows: "Section 3. ― Modalities for the conservation of certain assets by the depositary of OPCVM".
100. The title of chapter III, section 4, of title II of Book III is as follows: "Section 4. ― How to exercise control over the regularity of decisions of the CSA or its management company".
101. Section 323-19 is amended to read:
1° In the eleventh paragraph, after the words: "the management company" are inserted the words: "of portfolio".
2° The 6th is as follows:
« 6° Items specific to certain types of CSAOPs; »
3° The 7° is deleted.
4° 8° becomes the 7° written as follows:
« 7° The reconciliation of the inventory transmitted by the portfolio management company. The Portfolio Management Company shall, at a minimum in a semi-annual and custodial manner, establish the inventory of the assets of the CSAO referred to in theArticle L. 214-17 of the Monetary and Financial Code. »
5° The second sentence of the last paragraph is deleted.
102. In the first and second paragraphs of Article 323-20, after the words: "the management company" are inserted the words "of portfolio".
103. Part II of Article 327-1 is as follows:
“II. ― The financial analysts concerned are natural or legal persons other than investment service providers who produce or disseminate a general investment recommendation under the terms of section 313-25. »
104. Section 411-1 is amended to read:
1° At 1°, after the words: "Common Investment Fund (CCF)" are inserted the words "accredited (e) in accordance with Directive 2009/65/EC of the European Parliament and the Council of 13 July 2009".
2° At 3°, the word "execut" is replaced by the word "respect".
105. The title of chapter I of Book IV title I is as follows: "Chapter I. ― Collective Investment Organizations in Securities".
106. Section 411-3 is as follows:
"An OPCVM cannot be transformed into another collective investment. »
107. Section 411-6 is amended to read:
1° In the first paragraph of II, after the words "to an OPCVM" are inserted the words "or FIA".
2° In the second paragraph of the second paragraph, after the words "OPCVM" are inserted the words "or FIA" and the words "called " reference OPCVM" are replaced by the words "called "reference OPCVM or FIA"".
3° In the 1st of II, after the words: "The OPCVM" are inserted the words "or the FIA".
4° In 2° of II, after the words: "OPCVM" and the words: "OPCVM" are inserted the words "or FIA".
5° In the 3rd of II, after the words: "The OPCVM" are inserted the words: "or the FIA" and after the words: "an OPCVM" are inserted the words: "or an FIA" twice.
6° In the 4th of the II, after the words: "OCVM" are inserted the words: "or FIA".
7° In the 5th of the II, after the words: "OCVM" are inserted the words: "or FIA" twice.
8° In the last paragraph of II, after the words: "or the OPCVM" are inserted the words "or the FIA".
9° The III is written as follows:
"III. ― Where the SICAV has not designated a management company, it is informed, within three months of the filing of the complete file, that the approval is granted or denied. The AMF may extend this period of up to three additional months when it considers it necessary because of the specific circumstances of the species and after notified to the SICAV. »
108. In the third paragraph of Article 411-7, after the words: "the European Union" are inserted the words: "or in another State party to the agreement on the European Economic Area".
109. Section 411-10 is amended to read:
1° In the first paragraph of II, after the words "to an OPCVM" are inserted the words "or FIA".
2° In the second paragraph of the second paragraph, after the words "OPCVM" are inserted the words "or FIA" and the words "called " reference OPCVM" are replaced by the words "called "reference OPCVM or FIA"".
3° In the 1st of II, after the words: "The OPCVM" are inserted the words "or the FIA".
4° In 2° of II, after the words: "OPCVM" and the words: "OPCVM" are inserted the words "or FIA".
5° In the 3rd of II, after the words: "The OPCVM" are inserted the words: "or the FIA" and after the words: "an OPCVM" are inserted the words: "or an FIA" twice.
6° In the 4th of the II, after the words: "OCVM" are inserted the words: "or FIA".
7° In the 5th of the II, after the words: "OCVM" are inserted the words: "or FIA" twice.
8° In the last paragraph of II, after the words: "or the OPCVM" are inserted the words "or the FIA".
110. In the last paragraph of Article 411-20, after the words: "the European Union" are inserted the words: "and of all States parties to the agreement on the European Economic Area".
111. Section 411-26 is repealed.
112. Section 411-44 is amended to read:
1° In the first paragraph, the words: "compliant with Directive 2009/65/EC of 13 July 2009" are deleted.
2° In the third paragraph, the words "subsection 1 of section 1 of chapter II" are replaced by the words "paragraph 1 of subsection 7 of section 1 of chapter II of title II of this book".
113. In section 411-46, the words: "subsection 1 of section 1 of chapter II of this book" are replaced by the words: "paragraph 1 of subsection 7 of section 1 of chapter II of title II of this book".
114. Section 411-49 is amended to read:
1° At 2° and in the last paragraph, after the words: "the European Union" are inserted the words: "or in another State party to the agreement on the European Economic Area".
2° In the last paragraph, after the words: "this state" is deleted the word: "member" twice.
115. Section 411-50 is amended to read:
1° After the words: "the European Union" are inserted the words: "or in another State Party to the agreement on the European Economic Area".
2° After the words: "competent state authorities" is deleted the word: "member" by four times.
116. Section 411-51 is amended to read:
1° At 2°, the words "of the second paragraph of Article L. 214-1" are replaced by the words "of Article L. 214-2", and after the words "the European Union" are inserted the words "and in all the States parties to the agreement on the European Economic Area".
2° At 3°, after the words: "European Union" are inserted the words: "or in another State party to the agreement on the European Economic Area", and after the words: "competent state authorities" is deleted the word "member".
117. In the last paragraph of Article 411-52, after the words: "the European Union" are inserted the words: "or in another State party to the agreement on the European Economic Area", and after the words: "the competent authorities of the State" is deleted the word "member".
118. In Article 411-54, after the words: "the European Union" are inserted the words: "or in another State Party to the agreement on the European Economic Area".
119. The 5th of Article 411-82 is as follows:
« 5° The management company is based on the underlying exposure resulting from the use of publicly traded financial contracts in accordance with the method of calculating the undertaking, to verify that, overall, the exposure does not exceed the limits of concentration by type of transmitter referred to in the sections R. 214-21, R. 214-24 and R. 214-25 monetary and financial code; "
120. Section 411-82-1 is repealed.
121. Article 411-83 IV is as follows:
"IV. ― Exposure to the underlying assets of the financial contracts, including incorporated financial contracts, covering eligible financial securities, monetary instruments or shares of OPCVMs or collective investment organizations of French or foreign law or investment funds constituted on the basis of a foreign law, in general, does not exceed the investment limits provided for in the articles R. 214-21, R. 214-24 and R. 214-25 monetary and financial code. »
122. In articles 411-87,411-91,411-96 and 411-104, after the words: "the European Union" are inserted the words: "or in another State Party to the Agreement on the European Economic Area".
123. Section 411-92 is amended to read:
1° At the penultimate paragraph, after the words: "the European Union" are inserted the words: "or in another State party to the agreement on the European Economic Area".
2° In the last paragraph, after the words: "state" is deleted the word: "member" three times.
124. In II of Article 411-98, after the words: "Foreign UCITS" is deleted the word "coordinated" and after the words: "of the State" is deleted the word "member".
125. Section 411-105 is amended to read:
1° In I, the words "related to this chapter" are deleted.
2° In III, the words: "compliant with Directive 2009/65/EC of 13 July 2009" are deleted.
126. At the 9th of Article 411-107, after the words: "the European Union" are inserted the words: "or in all States parties to the agreement on the European Economic Area".
127. In c of 2° of section 411-114, the words: "OPCVM or investment funds within the meaning of II of Article R. 214-9 of the Monetary and Financial Code are replaced by the words: "collective investments of French law or foreign law or investment funds of third countries".
128. Section 411-117 is amended to read:
1° In II, the words "other UCITS" are replaced by the words "other collective investments" twice.
2° In the third, after the words: "European Union", the words are inserted: "States parties to the agreement on the European Economic Area".
129. In the second paragraph of Article 411-120, after the words: "the European Union" are inserted the words: "or in another State party to the agreement on the European Economic Area", and after the words: "of the State" is deleted the word "member".
130. In the second paragraph of Article 411-122, after the words: "the European Union" are inserted the words: "or in another State party to the agreement on the European Economic Area", and after the words: "of the State" is deleted the word "member".
131. In the third of Article 411-127, after the words: "the European Union" are inserted the words: "States parties to the agreement on the European Economic Area".
132. In the first paragraph of Article 411-129-1, the words: "a CPF or the shares of a CASS or the shares or shares of an investment fund within the meaning of theArticle R. 214-33 of the Monetary and Financial Code are replaced by the words: "or shares of a collective investment of French law or foreign law or an investment fund of third countries".
133. Section 411-130 is amended to read:
1° At the beginning of the first paragraph is inserted the sign: "I. ―" and at the beginning of the sixth paragraph is inserted the sign: "II. ―".
2° In the first paragraph, the words "OPCVM or an investment fund" are replaced by the words "collective placement of French law or foreign law or a third country investment fund".
3° In the fifth paragraph, the words: "OPCVM or investment funds" are replaced by the words: "a collective investment of French law or foreign law or a third country investment fund".
4° In the seventh and eighth paragraphs, the words "OPCVM or investment funds" are replaced by the words "collective placement of French or foreign law or a third country investment fund".
134. In section 411-131, paragraph 3, of section 411-133 and the first paragraph of section 411-135, the words "of the second paragraph of Article L. 214-1" are replaced by the words "of Article L. 214-2-2".
135. Section 411-136 is amended to read:
1° In the first paragraph, after the words: "the European Union" are inserted the words: "or in other States parties to the agreement on the European Economic Area".
2° In the last paragraph, the word "member" is deleted.
136. In the fifth paragraph of section 411-137, the word "member" is deleted.
137. In article 411-138, by seven times, the word "member" is deleted.
138. Titles II, III and IV of Book IV are replaced by the following titles II, III and IV, as follows:
« TITRE II
« FIA
“Chapter I
“General provisions
« Article 421-A
"I. ― This chapter includes provisions derived from Directive 2011/61/ EU of the European Parliament and the Council of 8 June 2011, taken pursuant to Section 1 of Chapter IV, Part I of Book II of the Monetary and Financial Code, as well as Articles 421-25 and 421-26 on the rules of marketing in France of the shares or shares of FIA and Articles 421-28 and 421-29 on the liquidative value of FIAs.
"II.-This chapter applies to all IAFs of French law or foreign law managed or marketed in France. However, only articles 421-24,421-25,421-26,421-28 and 421-29 are applicable to FIA and "other FIA" of French law mentioned in the last paragraph of II and 2°, 3° and last paragraph of Article L. 214-24 of the Monetary and Financial Codewhere the portfolio management company or the corporate entity that manages them has not chosen to submit them to the above-mentioned EU Directive 2011/61/. In addition, when these IAFs are real estate collective investment organizations, professional real estate investment organizations, civil real estate investment companies or forestry savings companies, an external assessment expert is designated under the conditions set out in theArticle L. 214-24-16 of the Monetary and Financial Code and section 421-31.
"III.-For the purposes of this chapter:
« 1° The term " Portfolio Management Company" refers to the French portfolio management company;
« 2° The term "management society" refers to the management company established in another Member State of the European Union;
« 3° The term "manager" means the manager established in a third country whose reference Member State is France.
“Section 1
« FIA marketing procedure
"Subsection 1
« Procedure for marketing in France
“Paragraph 1
"FIA marketing procedure in France,
with passport, with professional customers
“Subparagraph 1
"European Union FIA marketing procedure
managed by a portfolio management company
“Article 421-1
"The notification referred to in I of Article L. 214-24-1 of the Monetary and Financial Code transmitted by a portfolio management company prior to the marketing in France of shares or shares of FIA of the European Union includes for each FIA that it intends to market:
“(a) A notification letter, including an activity program identifying IAFs that the portfolio management company intends to market and information on where these IAFs are established;
“(b) IAF regulations or constituent documents;
"(c) Identification of the depositary of the FIA;
"(d) A description of the IAF, or any information about it, made available to investors;
“e) Information on where the master FIA is established if the FIA is a fed FIA;
“(f) Any additional information referred to in second and third paragraphs of Article L. 214-24-19 of the Monetary and Financial Codefor each IAF that the portfolio management company plans to market;
“(g) Where applicable, information on the provisions in place to prevent the commercialization of IAF shares or shares with non-professional clients, including where the portfolio management company uses independent entities to provide services with respect to IAF.
“Article 421-2
"No later than twenty working days after receiving a full notification in accordance with I of Article L. 214-24-1 of the monetary and financial code, the AMF tells the portfolio management company if it can start marketing the IAF that has been notified. The AMF is opposed to the commercialization of the AIF only if the management of the AIF by the Portfolio Management Corporation is not or will not be consistent with the legislative and regulatory provisions applicable to portfolio management companies or to books II and V of the monetary and financial code. In the event of a positive decision, the portfolio management company may start marketing the FIA in France from the date of notification to that effect by the AMF.
"When the competent authorities of the FIA are different from that of the portfolio management company, the AMF also informs the competent authorities of the FIA that the portfolio management company can start marketing shares or shares of the FIA in France.
“Article 421-3
"In the event of a substantial change in any of the information provided in accordance with I of Article L. 214-24-1 of the Monetary and Financial Codethe Portfolio Management Corporation shall notify the AMF in writing, at least one month before implementing the amendment for any changes provided by the Portfolio Management Corporation, or immediately after an unforeseen change.
"If a planned change was to result in the AMF management by the portfolio management company no longer complying with the provisions applicable to portfolio management companies, the AMF promptly informs the portfolio management company that it should not proceed with this amendment.
"If a planned amendment is implemented notwithstanding the first and second paragraphs, or if an unforeseen change has taken place under which the management of the IAF by the Portfolio Management Corporation is no longer in accordance with the provisions applicable to portfolio management companies, the AMF shall take all necessary measures under its powers provided for in Books V and VI, including, if necessary, the express prohibition to market the IAF.
“Subparagraph 2
« Third-country FIA marketing procedure
managed by a portfolio management company
“Article 421-4
"The date of entry into force of the provisions of this subparagraph shall be determined in accordance with the provisions of the delegated act of the European Commission provided for in Article 67, paragraph 6, of Directive 2011/61/ EU of the European Parliament and of the Council of 8 June 2011.
“Article 421-5
"The notification referred to in I of Article L. 214-24-1 of the Monetary and Financial Code transmitted by a portfolio management company prior to the marketing in France of shares or shares of FIA of third countries includes:
“(a) A notification letter, including an activity program identifying IAFs that the portfolio management company intends to market and information on where these IAFs are established;
“(b) IAF regulations or constituent documents;
"(c) Identification of the depositary of the FIA;
"(d) A description of the IAF, or any information about it, made available to investors;
“e) Information on where the master FIA is established if the FIA is a fed FIA;
“(f) Any additional information referred to in second and third paragraphs of Article L. 214-24-19 of the Monetary and Financial Code for each IAF that the portfolio management company plans to market;
“(g) Where applicable, information on the provisions put in place to prevent IAF shares or shares from being marketed with non-professional clients, including when the portfolio management company uses independent entities to provide investment services with respect to IAF.
“Article 421-6
"No later than twenty working days after receiving a full notification in accordance withArticle L. 214-24-1 of the monetary and financial code, the AMF tells the portfolio management company if it can start marketing in France the FIA that has been notified. The AMF is opposed to the commercialization of the AIF only if the management of the AIF by the portfolio management company is not or will not be consistent with the provisions applicable to portfolio management companies. In the event of a positive decision, the portfolio management company can start marketing the FIA in France from the date of notification to this effect by the AMF.
"The AMF also informs the European Financial Markets Authority that the portfolio management company can start marketing the shares or shares of the IAF in France.
“Article 421-6-1
"In the event of a substantial change in any of the information provided in accordance with I of Article L. 214-24-1 of the Monetary and Financial Codethe Portfolio Management Corporation shall notify the AMF in writing, at least one month before implementing the amendment for any changes planned by the Portfolio Management Corporation or immediately after an unforeseen change.
"If a planned change was to result in the AMF management by the portfolio management company no longer complying with the provisions applicable to portfolio management companies, the AMF promptly informs the portfolio management company that it should not proceed with this amendment.
"If a planned amendment is implemented notwithstanding the first and second paragraphs, or if an unforeseen change has taken place under which the management of the IAF by the Portfolio Management Corporation is no longer in accordance with the provisions applicable to portfolio management companies, the AMF shall take all necessary measures under its powers provided for in Books V and VI, including, if necessary, the express prohibition to market the IAF.
“Subparagraph 3
"European Union FIA marketing procedure
managed by a manager in a third country
“Article 421-7
"The date of entry into force of the provisions of this subparagraph shall be determined in accordance with the provisions of the delegated act of the European Commission provided for in Article 67, paragraph 6, of Directive 2011/61/ EU of the European Parliament and of the Council of 8 June 2011.
“Article 421-8
"The notification referred to in I of Article L. 214-24-1 of the Monetary and Financial Code transmitted by a manager in a third country whose reference Member State is France, prior to the marketing in France of shares or shares of FIA of the European Union, includes for each FIA that it intends to market:
“(a) A notification letter, including an activity program identifying IAFs that the manager intends to market and information on where these IAFs are established;
“(b) IAF regulations or constituent documents;
"(c) Identification of the depositary of the FIA;
"(d) A description of the IAF, or any information about it, made available to investors;
“e) Information on where the master FIA is established if the FIA is a fed FIA;
“(f) Any additional information referred to in second and third paragraphs of Article L. 214-24-19 of the Monetary and Financial Code for each IAF that the manager plans to market;
“(g) Where applicable, information on the provisions in place to prevent the commercialization of IAF shares or shares with non-professional clients, including when the manager uses independent entities to provide investment services with respect to IAF.
“Article 421-9
"No later than twenty working days after receipt of full notification in accordance with I of Article L. 214-24-1 of the monetary and financial code, the AMF tells the manager if he can start marketing the FIA that was notified in France. The AMF is opposed to the marketing of the AIF only if the manager's management of the AIF is not or will not comply with the legislative and regulatory provisions applicable to portfolio management companies. In the event of a positive decision, the manager may start marketing the FIA in France from the date of notification to this effect by the AMF.
"The AMF also informs the European Financial Market Authority and the competent authorities of the FIA that the manager can start marketing the shares or shares of the FIA in France.
“Subparagraph 4
« Third-country FIA marketing procedure
managed by a manager in a third country
« Article 421-10
"The date of entry into force of the provisions of this subparagraph shall be determined in accordance with the provisions of the delegated act of the European Commission provided for in Article 67, paragraph 6, of Directive 2011/61/ EU of the European Parliament and of the Council of 8 June 2011.
“Article 421-11
"The notification referred to in I of Article L. 214-24-1 of the Monetary and Financial Code transmitted by a manager in a third country whose reference Member State is France, prior to the marketing in France of shares or shares of FIA of third countries, includes for each FIA that it intends to market:
“(a) A notification letter, including an activity program identifying IAFs that the manager intends to market and information on where these IAFs are established;
“(b) IAF regulations or constituent documents;
"(c) Identification of the depositary of the FIA;
"(d) A description of the IAF, or any information about it, made available to investors;
“e) Information on where the master FIA is established if the FIA is a fed FIA;
“(f) Any additional information referred to in second and third paragraphs of Article L. 214-24-19 of the Monetary and Financial Code for each IAF that the manager plans to market;
“(g) Where applicable, information on the provisions in place to prevent the commercialization of IAF shares or shares with non-professional clients, including when the manager uses independent entities to provide investment services.
“Article 421-12
"No later than twenty working days after receiving a full notification in accordance with I of Article L. 214-24-1 of the monetary and financial code, the AMF tells the manager if he can start marketing the FIA that was notified in France. The AMF is opposed to the marketing of the AIF only if the manager's management of the AIF is or will not comply with the legislative and regulatory provisions applicable to portfolio management companies. In the event of a positive decision, the manager may start marketing the FIA in France from the date of notification to this effect by the AMF.
“Article 421-12-1
"In the event of a substantial change in any of the information provided in accordance with Article L. 214-24-1, the manager shall notify the AMF in writing, at least one month before implementing the amendment or immediately after an unforeseen change.
"If a planned change leads to the management of the shares or shares of the IAF by the manager no longer complies with the legislative and regulatory provisions applicable to portfolio management companies, the AMF shall promptly inform the manager that the change is not required.
"If a planned amendment is implemented notwithstanding the first and second subparagraphs, or if an unforeseen change has the effect that the manager's management of the shares or shares of the IAF no longer complies with the legislative and regulatory provisions applicable to portfolio management companies, the AMF shall take the necessary measures, including, where appropriate, the ban on the marketing of the IAF.
“Paragraph 2
« Procedure for marketing FIA in France
non-professional clients
“Article 421-13
"I. ― Implementation III of Article L. 214-24-1 of the Monetary and Financial Code, any portfolio management company, any approved management company established in the European Union, any manager established in a third country must pre-market in France, with non-professional customers, shares or shares of FIA that it manages established in a Member State of the European Union or in a third country, submit an application for authorization under the conditions established by an AMF instruction.
"II.-When the FIA is established in a Member State of the European Union other than France or in a third country, the AMF shall only issue the marketing authorization referred to in I of this Article provided that:
« 1° An instrument for the exchange of information and mutual assistance in the field of asset management on behalf of third parties was established between the AMF and the monitoring authority of the AIF; and
« 2° The IAF meets the conditions set out in a mutual recognition agreement on IAFs that can be marketed with non-professional customers, concluded between the AMF and the IAF supervisory authority.
"III.-When the management company is established in a Member State of the European Union other than France or when the manager is established in a third country, the AMF shall only issue the marketing authorization referred to in I of this Article provided that:
« 1° An instrument for the exchange of information and mutual assistance in the field of asset management on behalf of third parties was established between the AMF and the supervisory authority of the management company or manager; and
« 2° The management company or the manager shall meet the conditions set out in a mutual recognition agreement setting out the specific requirements for the accreditation of IAF management companies or managers that may be marketed with non-professional clients, between the AMF and the supervisory authority of the management company or manager.
“Paragraph 3
"Trade notification procedure in France of FIA of the European Union or third countries by a portfolio management company, a management company or a third country manager without a passport
“Article 421-13-1
"For the marketing in France, without passport, shares or shares of FIA of third countries by a portfolio management company or a management company, or the marketing in France, without passport, by a third party country manager of shares or shares of FIA of the European Union or of third countries, the portfolio management company, the management company or the manager transmits to the AMF a file for prior authorization, under the conditions fixed by an AMF.
"This instruction specifies the procedure and the information to be transmitted following the marketing authorization.
"Subsection 2
« Procedure for marketing FIA in a Member State
of the European Union other than France
“Paragraph 1
"European Union FIA marketing procedure by a company
portfolio management to professional clients, with passport
“Article 421-14
"The notification referred to in I of Article L. 214-24-2 of the Monetary and Financial Code transmitted by a portfolio management company prior to the marketing of shares or shares of FIA of the European Union in a Member State of the European Union other than France includes for each FIA concerned:
“(a) A notification letter, including an activity program identifying IAFs that the portfolio management company intends to market and information on where these IAFs are established;
“(b) IAF regulations or constituent documents;
"(c) Identification of the depositary of the FIA;
"(d) A description of the IAF, or any information about it, made available to investors;
“e) Information on where the master FIA is established if the FIA is a fed FIA;
“(f) Any additional information second and third paragraphs of Article L. 214-24-19 of the Monetary and Financial Code for each IAF that the portfolio management company plans to market;
“(g) The indication of the Member State where the portfolio management company intends to market, among professional investors, the shares or shares of the IAF;
“(h) Information on the arrangements for the marketing of IAFs and, where appropriate, information on the arrangements in place to prevent IAF shares or shares from being marketed with non-professional customers, including when the portfolio management company uses independent entities to provide investment services with respect to IAF.
“Paragraph 2
« Third-country FIA marketing procedure by a company
portfolio management to professional clients, with passport
“Article 421-15
"The date of entry into force of the provisions of this paragraph shall be set in accordance with the provisions of the delegated act of the European Commission provided for in Article 67, paragraph 6, of Directive 2011/61/ EU of the European Parliament and of the Council of 8 June 2011.
“Article 421-16
"The notification referred to in I of Article L. 214-24-2 of the Monetary and Financial Code transmitted by a portfolio management company prior to the marketing of FIA from third countries, in a Member State of the European Union other than France, includes for each FIA concerned:
“(a) A notification letter, including an activity program identifying IAFs that the portfolio management company intends to market and information on where these IAFs are established;
“(b) IAF regulations or constituent documents;
"(c) Identification of the depositary of the FIA;
"(d) A description of the IAF, or any information about it, made available to investors;
“e) Information on where the master FIA is established if the FIA is a fed FIA;
“(f) Any additional information second and third paragraphs of Article L. 214-24-19 of the Monetary and Financial Codefor each IAF that the portfolio management company plans to market;
“(g) The indication of the Member State where the portfolio management company intends to market, among professional investors, the shares or shares of the IAF;
“(h) Information on the arrangements for the marketing of IAFs and, where appropriate, information on the arrangements in place to ensure that IAF shares or shares are not marketed with non-professional customers, including when the management company relies on independent entities to provide IAF investment services.
“Article 421-17
"The arrangements made pursuant to Article 421-16 h are subject to the legislation and supervision of the Member States of the Portfolio Management Society.
“Paragraph 3
"FIA marketing procedure established in a Member State of the European Union managed by a manager in a third country whose reference Member State is France
“Article 421-18
"The date of entry into force of the provisions of this paragraph relating to IAF or managers located in a third country shall be determined in accordance with the provisions of the delegated act of the European Commission provided for in Article 67, paragraph 6, of Directive 2011/61/ EU of the European Parliament and of the Council of 8 June 2011.
“Article 421-19
"The notification referred to in I of Article L. 214-24-2 of the Monetary and Financial Code, transmitted by a manager established in a third country whose reference Member State is France, prior to the marketing of shares or shares of FIA of the European Union, in a Member State of the European Union, includes for each FIA concerned:
“(a) A notification letter, including an activity program identifying IAFs that the manager intends to market and information on where these IAFs are established;
“(b) IAF regulations or constituent documents;
"(c) Identification of the depositary of the FIA;
"(d) A description of the IAF, or any information about it, made available to investors;
“e) Information on where the master FIA is established if the FIA is a fed FIA;
“(f) Any additional information second and third paragraphs of Article L. 214-24-19 of the Monetary and Financial Code for each IAF that the manager plans to market;
“(g) The indication of the Member State where the manager intends to market, with professional investors, the shares or shares of the IAF;
“(h) Information on the arrangements for the marketing of IAFs and, where appropriate, information on the arrangements in place to ensure that IAF shares or shares are not marketed with non-professional customers, including when the manager uses independent entities to provide investment services with respect to IAF.
“Article 421-20
"The arrangements made pursuant to Article 421-19 h are subject to the legislation and supervision of the host Member States of the manager.
“Paragraph 4
"Procedure for the marketing of FIA from third countries, in a Member State of the European Union other than France, by a third country manager whose reference Member State is France
“Article 421-21
"The date of entry into force of the provisions of this paragraph relating to IAF or managers located in a third country shall be determined in accordance with the provisions of the delegated act of the European Commission provided for in Article 67, paragraph 6, of Directive 2011/61/ EU of the European Parliament and of the Council of 8 June 2011.
“Article 421-22
"The notification referred to in I of Article L. 214-24-2 of the Monetary and Financial Code includes:
“(a) A notification letter, including an activity program identifying IAFs that the manager intends to market and information on where these IAFs are established;
“(b) IAF regulations or constituent documents;
"(c) Identification of the depositary of the FIA;
"(d) A description of the IAF, or any information about it, made available to investors;
“e) Information on where the master FIA is established if the FIA is a fed FIA;
“(f) Any additional information second and third paragraphs of Article L. 214-24-19 of the Monetary and Financial Code for each IAF that the manager plans to market;
“(g) The indication of the Member State where the manager intends to market, with professional investors, the shares or shares of the IAF;
“(h) Information on the arrangements for the marketing of IAFs and, where appropriate, information on the arrangements in place to ensure that IAF shares or shares are not marketed with non-professional customers, including when the manager uses independent entities to provide investment services with respect to IAF.
“Article 421-23
"The arrangements made pursuant to Article 421-22 h are subject to the legislation and supervision of the host Member States of the manager.
"Subsection 3
"Commercialization Rules
“Article 421-24
"French and foreign law IAFs authorized for commercialization in France, or their portfolio management companies, management company or manager, are subject to the provisions of this subsection.
“Article 421-25
"The AMF may exercise in respect of any person who distributes the prerogatives referred to in section 314-30 of the AMF.
"All IAF promotional communications for investors are clearly identifiable as such. They are correct, clear and not misleading. In particular, a promotional communication with an invitation to purchase shares or shares of FIA, which includes specific information about an FIA, may not contain references that contradict the information provided by the documents intended for the information of investors, or that mitigate the scope of this information.
"It mentions the existence of documents for investor information and their availability.
"It specifies where and in which language the holders or shareholders of the IAF and potential investors can obtain this information and documents or how they can access it.
“Article 421-26
"I. ― Without prejudice to the legislative and regulatory provisions applicable to the provision of the investment advisory service, the portfolio management corporation, the management corporation or the manager that markets the shares or shares of the IAFs of which it or it manages comply with the rules of good conduct applicable to the order enforcement service on behalf of third parties set out in chapter IV of Book I and that or that which markets the shares or shares of the IAFs managed by the rules
"The conditions of application of this section are specified in an instruction by the AMF.
"II.-A person who sells shares or shares of FIA or parts or shares of compartment shall ensure that the investor meets the terms and conditions of subscription corresponding to this FIA.
"When the IAF or its portfolio management company, its management company or its manager has entered into a contract to distribute the shares or shares of IAF, the contract provides the conditions under which the investor accesses documents intended for the information of investors.
"III.-A person who sells shares or shares of FIA or shares or shares of compartments whose statutes, regulations or any other document intended for the information of holders or shareholders is written in a common language in financial matters other than French, under the conditions specified in theArticle L. 214-25 of the Monetary and Financial Codeparticularly directs this marketing to investors falling within the categories of professional customers referred to inArticle D. 533-11 of the Monetary and Financial Code and investors meeting the conditions set out in these Regulations to subscribe shares or shares of these IAFs. In addition, it ensures that the language used is understandable by the investor.
“Article 421-27
"The FIA established in another Member State of the European Union that France or its management company, or the FIA of third countries or its manager, designates one or more correspondents, including a focal point, established in France under the conditions established by an AMF instruction.
"The correspondent(s) must belong to one of the categories referred to in Article 1 of the Order of September 6, 1989.
"The focal point and, where applicable, other correspondents are contractually responsible for the following financial services:
« 1° Processing applications for subscription and redemption;
« 2° Payment of coupons and dividends;
« 3° Provision of investor information documents;
« 4° Particular information of porters in cases provided for by an AMF instruction.
"When the FIA is not admitted to the operations of the central depositary in France, the contract between the centralizing correspondent and the FIA can provide that the centralizing correspondent is in charge of the only function mentioned in the 3° and that the FIA remains in charge of the tasks mentioned in the 1°, 2° and 4°. In this case, the FIA informs the focal point of the completion of the tasks to which it retains the load and transmits a copy of the information mentioned in the 4th.
"The focal point is responsible for the annual fixed fee, in accordance with theArticle L. 621-5-3 of the Monetary and Financial Code.
“Section 2
« Evaluation
“Article 421-28
"The liquidative value is obtained by dividing the net assets of the IAF by the number of shares or shares.
"The assets composing the IAF portfolio are assessed on a daily basis of the liquidative value setting, under the conditions set out in the IAF Regulations or Regulations.
“Article 421-29
"The liquidative value of the IAF is maintained by the Portfolio Management Company, Management Corporation or Manager and communicated to any person who makes the application.
"When the FIA is in French law, its liquidative value is transmitted to the AMF on the very day of its determination on the terms fixed by an AMF instruction.
“Article 421-30
"The assessment procedures used ensure that IAF assets are assessed and that the liquidative value per share or share is calculated at least once a year.
"When the IAF is open type, these assessments and calculations are also performed with an appropriate frequency taking into account both the assets held by the IAF and the frequency of emissions and redemption of shares or shares.
"When the IAF is closed, these assessments and calculations are also performed in the event of capital increase or reduction by the IAF concerned.
"The holders or shareholders of the IAF are informed of the evaluations and calculations according to the terms and conditions set out in the IAF regulations or statutes.
“Article 421-31
"In application of theArticle L. 214-24-16 of the Monetary and Financial Codewhere the evaluation function is performed by an external evaluation expert:
« 1° Its designation meets the rules relating to the delegation provided for in Article 318-58, I, II and VII;
« 2° The portfolio management company, the management company or the manager comply with section 73 of the Commission's Delegated Regulation (EU) No. 231/2013 of 19 December 2012;
« 3° The external evaluation expert, who may be a member of one or more representative professional organizations, respects a charter that includes:
“(a) A description of the evaluation tools and methodologies by asset category for which it is competent;
“(b) A principle of independence that it must respect, and especially a procedure for detecting conflicts of interest, managing and, where appropriate, informing the Portfolio Management Corporation, the Management Corporation or the Manager;
"(c) A policy and information procedure by which the external evaluation expert promptly informs the portfolio management company, management company or manager of any changes to its situation as declared at the time of designation.
“Article 421-32
"The IAF or its portfolio management company, management company or manager complies with sections 67 to 74 of the Commission's Delegated Regulation (EU) No 231/2013 of 19 December 2012.
“Section 3
“Information
"Subsection 1
« Investor information
“Article 421-33
"The FIA annual report contains the elements provided for by an AMF instruction.
“Article 421-34
"I. ― Information mentioned in an AMF instruction is made available to investors prior to their subscription of shares or shares of an AIF.
"A substantial change in the information contained in this document is also made available to investors.
"II.-The IAF or its portfolio management company, management company or manager shall inform investors, before they invest in the IAF, of possible arrangements made by the depositary to discharge its liability contractually in accordance with the IAF II and III of Article L. 214-24-10 of the Monetary and Financial Code. The IAF or its portfolio management company, management company or manager shall also inform the holders of shares or shareholders without delay of any changes in the liability of the depositary.
"III.-When the IAF is required to publish a prospectus in accordance with Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, only the information referred to in I and II in addition to those contained in the IAF prospectus must be disclosed separately or as additional information to the prospectus.
"IV.-The IAF of the European Union and the IAF marketed in the European Union, or their portfolio management company, management company or manager, periodically communicate to shareholders or shareholders:
« 1° The percentage of IAF assets that are subject to special treatment as a result of their non-liquid nature;
« 2° Any new disposition to manage the liquidity of the IAF;
« 3° The current IAF risk profile and risk management systems used by the IAF or its portfolio management, management company or manager to manage these risks.
"V.-The European Union's IAFs and IAFs marketed in the European Union using the leverage effect, or their portfolio management company, management company or manager, regularly communicate the following information for each of these IAFs:
« 1° Any change in the maximum level of leverage to which the Portfolio Management Company, Management Corporation or Manager may use on behalf of the IAF, as well as any right to reuse the IAF assets as collateral and any warranty provided by the leverage effect adjustments;
« 2° The total amount of leverage that IAF uses.
“Article 421-35
"The IAF or its portfolio management company, management company or manager complies with sections 103 to 109 of the Commission's Delegated Regulation (EU) No 231/2013 of 19 December 2012.
"Subsection 2
"FA information
“Article 421-36
"I. ― When managed or marketed in the European Union, the IAF or its portfolio management company, management company or manager, provides the following elements to the AMF:
« 1° The percentage of IAF assets that are subject to special treatment as a result of their non-liquid nature;
« 2° Any new disposition to manage the liquidity of the IAF;
« 3° The current IAF risk profile and risk management systems used to manage market, liquidity, counterparty and other risks, including operational risk;
« 4° Information on key asset categories in which the IAF has invested; and
« 5° The results of the crisis simulations carried out in accordance with 2° of Article 318-41 and the second paragraph of Article 318-44.
« II.-A la demande de l'AMF :
« 1° The IAF managed or marketed in the European Union, or its portfolio management company, management company or manager, provides an annual report for each fiscal year, in accordance with theArticle L. 214-24-19 of the Monetary and Financial Code ;
« 2° The Portfolio Management Company, Management Corporation or Manager provides a detailed list of all IAFs it manages at the end of each quarter.
“Article 421-37
"The IAF or its portfolio management company, management company or manager complies with sections 110 and 111 and Annex IV of the Commission's Delegated Regulation (EU) No. 231/2013 of 19 December 2012.
“Chapter II
« Funds open to non-professional investors
“Article 422-1
“Section 1
"General Investment Fund
“Article 422-2
"For the purposes of this section:
« 1° The term "FIA" means either a variable capital investment company (SICAV), or a mutual investment fund (FCP);
« 2° The term "holder" means the holder of shares of FCP or the shareholder of SICAV;
« 3° When the SICAV does not generally delegate the management of its portfolio as mentioned in theArticle L. 214-24-29 of the monetary and financial code, it must meet all the conditions applicable to management companies and fulfil the obligations applicable to these companies;
« 4° The reference to "members of the board of directors or board of directors of the SICAV" must be understood as including, where applicable, the president of the simplified share corporation or that or those of its leaders that the statutes designate to exercise the powers of the board of directors in accordance with theArticle L. 227-1 of the Commercial Code.
“Article 422-3
"Unless otherwise provided, Chapter I of this Title applies to general-purpose investment funds.
"Subsection 1
“Agreement
“Paragraph 1
« SICAV
“Article 422-4
"The SICAV statutes are signed by the first shareholders either in person or by an agent justifying a special power. They mention the names of the first shareholders and the amount of the payments made by each shareholder, and, as the case may be, the name of the first members of the board of directors or of the supervisory board and the name of the first auditor and, where applicable, of its deputy, referred to in the conditions provided for in the Terms and ConditionsArticle L. 214-24-31 of the Monetary and Financial Code.
"The SICAV can only form one or more compartments and issue categories of shares if its statutes expressly provide.
“Article 422-5
"The statutes, accompanied by the certificate, issued by the depositary, attesting to the deposit of the initial capital, shall be deposited at the office of the commercial court of the place of the head office of the SICAV.
"When the statutes provide that the SICAV has one or more compartments, the depositary shall also issue a certificate to the portfolio management company for each compartment. This certificate is sent by the Portfolio Management Company to the AMF.
"An instruction from the AMF specifies the minimum information contained in the statutes of the SICAV.
“Article 422-6
"The statutes provided for inArticle L. 214-24-25 of the Monetary and Financial Code set out the principles for the distribution of the distribuable amounts of the SICAV, the terms for subscriptions and redemptions and, where applicable, those governing the rights attached to the different classes of shares. The distribution of the distribuable amounts of the SICAV may be defined in the prospectus.
“Article 422-7
"I. ― Accreditation of a SICAV, expected atArticle L. 214-24-24 of the Monetary and Financial Code and, where applicable, the approval of each compartment provided for in the same section shall be subject to the pre-filing of the file with the AMF containing the elements specified by an AMF instruction.
"The SICAV is informed by the AMF, within one month of the submission of the application, the grant or refusal of its approval.
"The silence kept by the AMF for a period of one month from the AMF's acknowledgement of receipt of the application is a decision of approval.
"When the AMF requests additional information in return that requires a supplementary information sheet to be sent by the portfolio management company, the AMF shall notify the AMF in writing, stating that the requested information must be received within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This acknowledgement of receipt mentions a new period of approval which cannot exceed the one mentioned in the preceding paragraph.
"II.-The time limit referred to in I is reduced to eight working days from the AMF's acknowledgement of receipt of the accreditation file, where the AMF's soliciting SICAV is analogous to an OPCVM or general purpose investment funds already approved by the AMF.
"The analogous nature of the SICAV that solicits accreditation, called "SICAV analog", and of the OPCVM or the general purpose investment fund already approved by the AMF, called "OPCVM or general reference investment funds", is appreciated by the AMF, particularly in the light of each of the following:
« 1° The CSA or the general reference investment fund and the analogous SICAV are managed by the same portfolio management company or the same financial management delegate, or by management companies or financial management delegates belonging to the same group and subject to the appreciation of the AMF of the information transmitted by the management company of the analogous SICAV under the conditions fixed by the AMF
« 2° The CSA or the general reference investment fund was approved by the AMF and constituted during the eighteen months prior to the date of receipt of the AMF-like SICAV accreditation file. On a reasoned request from the management company of the analog SICAV, the AMF may accept that the CSAO or the general reference investment fund has been approved and created more than eighteen months before the date of receipt of the analog SICAV file;
« 3° The CSA or the general reference investment fund has not undergone any changes other than those mentioned in an AMF instruction.
"On a reasoned request from the management company of the analogous SICAV, the AMF may accept that an OPCVM or a general purpose investment fund that has undergone changes other than those mentioned in the instruction is an OPCVM or an investment fund with a general purpose of reference;
« 4° Similar SICAV subscribers meet the terms and conditions for the subscription and acquisition of the CSA or the general reference investment fund;
« 5° The investment strategy, the risk profile, the operating rules and the similar SICAV statutes are similar to those of the CSA or the general reference investment fund.
"When one of the constituent documents of the analogous SICAV differs from that of the SICAV or the reference general purpose investment fund, it is clearly identified in the accreditation file of the analog SICAV in terms specified by an instruction of the AMF.
"The analog SICAV accreditation file is filed in electronic format.
"When the AMF requests additional information requiring in return the sending of a supplementary information sheet, it shall notify the AMF, stating that the requested information must be provided within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This acknowledgement of receipt mentions a new period of approval that cannot exceed eight working days.
"When the analog SICAV or the CSA or the general reference investment fund do not comply with the terms and conditions set out in this article, the AMF shall notify the AMF of this by specifying that the additional information, so as to form an accreditation file as described in I, must be provided to the AMF within sixty days. In the absence of receipt of all such additional information within this period, the application for approval is deemed to be rejected. Upon receipt of all of this additional information, the AMF acknowledges receipt in writing and examines the accreditation file of the SICAV under the conditions and procedure mentioned in I. This acknowledgement of receipt mentions a new period of approval that cannot exceed one month.
“Article 422-8
"In order to issue the approval of the SICAV planned for theArticle L. 214-24 of the monetary and financial code, the AMF examines the statutes of the SICAV, the investment strategy used to achieve the management objective of the general-purpose investment fund, its cost structure, and possible categories of shares, as reflected in its constituent documents.
"The AMF also examines the choice of the depositary and the portfolio management company's request to manage this SICAV.
“Article 422-9
"The initial capital deposit certificate of the SICAV shall be sent by the Portfolio Management Company or, where applicable, the SICAV to the AMF immediately after the deposit of the funds and no later than one hundred and eighty working days after the date of approval of the SICAV.
"For compartment SICAVs, this certificate is sent to the AMF within a period of time:
« 1° Of a hundred and eighty working days following the approval date of the SICAV for at least one compartment; and
« 2° Three hundred and sixty working days after the registration date for the other compartments if any.
"The deposit certificate shall designate the (or) compartment (s) to (x) which (s) it relates.
"In the absence of receipt of this certificate within these deadlines, the AMF notes the invalidity of the accreditation under the conditions fixed by an AMF instruction.
"When specific circumstances so warrant, the SICAV may request an extension of the time limit for depositing funds by a reasoned request that must be submitted to the AMF prior to the date of recognition of the invalidity of the licence and specify the date required. The AMF informs the SICAV of its decision within eight working days of receipt of the application.
« Article 422-10
"The notification of the approval of the SICAV is addressed to the portfolio management company or, where applicable, to the SICAV itself under the conditions set by an AMF instruction.
“Paragraph 2
“Common Investment Funds
« Article 422-11
"I. ― Accreditation of a CPF, planned forArticle L. 214-24-24 of the Monetary and Financial Code, and, where applicable, of each compartment provided for in the same article shall be subject to the pre-filing of the record with the elements specified by an AMF instruction.
"The Portfolio Management Company shall be informed, within one month of the application, of the grant or refusal of the PF's approval.
"The silence kept by the AMF for a period of one month from the AMF's acknowledgement of receipt of the application is a decision of approval.
"When the AMF requests additional information in return that requires a supplementary information sheet to be sent by the portfolio management company, the AMF shall notify the AMF in writing, stating that the requested information must be received within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This acknowledgement of receipt mentions a new period of approval which cannot exceed those mentioned in the second and third paragraphs.
"II.-The time limit referred to in I shall be reduced to eight working days from the AMF's acknowledgement of receipt of the accreditation file, where the AMF's soliciting approval is similar to a CSA or a general purpose investment fund already approved by the AMF.
"The analogous nature of the CPF that solicits accreditation, known as the "Similar CPF", and of the CSA or the general purpose investment fund already approved by the AMF, known as the "OPCVM or general reference investment funds", is appreciated by the AMF in particular by the following:
« 1° The CSA or the general-purpose reference investment fund and the analogous CPF are managed by the same portfolio management corporation or the same financial management delegate, or by management companies or financial management delegates belonging to the same group and, subject to the appreciation of the AMF, information transmitted by the analogous CPF portfolio management corporation under the conditions set by the AMF
« 2° The CSA or the general reference investment fund was approved by the AMF and constituted during the eighteen months prior to the date of receipt of the AMF accreditation file similar to the AMF. On a reasoned request from the Portfolio Management Company of the AMF, the AMF will be able to accept that the CSAO or the General Purpose Investment Fund has been approved and created more than eighteen months prior to the date of receipt of the analog CPA file;
« 3° The CSA or the general reference investment fund has not undergone any changes other than those mentioned in an AMF instruction.
"On a reasoned request from the similar FCP Portfolio Management Corporation, the AMF may accept that an OPCVM or a general-purpose investment fund that has undergone changes other than those mentioned in the instruction is an OPCVM or a general-purpose reference investment fund;
« 4° Similar CPF subscribers meet the terms and conditions for the subscription and acquisition of the CSAP or the general reference investment fund;
« 5° The investment strategy, risk profile, operating rules and similar CPF regulations are similar to those of the CSA or the general reference investment fund.
"When one of the elements of the similar CPF's constituent documents differs from that of the CSAF or the reference general purpose investment fund, it is clearly identified in the analog CPF's accreditation file under the conditions specified by an AMF instruction.
"The accreditation file of the analog PF is filed in electronic format.
"When the AMF requests additional information requiring in return the sending of a supplementary information sheet, the AMF shall notify the AMF, stating that the requested information must be received within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This acknowledgement of receipt mentions a new period of approval that cannot exceed eight working days.
"When the AMF or the CSA or the General Reference Fund does not comply with the terms and conditions set out in this section, the AMF shall notify the AMF, specifying that the additional information so as to form an accreditation file in accordance with the terms and conditions described in I must be received within sixty days. In the absence of receipt of all such additional information within this period, the application for approval is deemed to be rejected. Upon receipt of all of this additional information, the AMF shall acknowledge receipt in writing and examine the AMF's accreditation file under the conditions and procedure set out in I. This acknowledgement of receipt mentions a new period of approval that cannot exceed one month.
« Article 422-12
"For the purpose of issuing the approval of the PFN provided for in theArticle L. 214-24 of the monetary and financial code, the AMF conducts a review of the PF Regulations, its investment strategy used to achieve the management objective of the general-purpose investment fund, its cost structure and its potential share categories.
"The AMF also examines the choice of the depositary and the portfolio management company's request to manage this APF.
“Article 422-13
"The PFF Funds Deposit Certificate is addressed to the FFB by the Portfolio Management Corporation immediately after the deposit of the funds and no later than one hundred and eighty working days after the PFFF Accreditation Date.
"For compartment FCPs, this certificate is sent to the AMF within a timeframe:
« 1° Of a hundred and eighty working days following the FCP's approval date for at least one compartment; and
« 2° Three hundred and sixty working days after the registration date for the other compartments if any.
"The deposit certificate shall designate the (or) compartment (s) to (x) which (s) it relates.
"In the absence of receipt of this certificate within these deadlines, the AMF notes the invalidity of the accreditation under the conditions fixed by an AMF instruction.
"When specific circumstances so warrant, the Portfolio Management Corporation may request an extension of the time limit for depositing funds by a reasoned request that must be submitted to the AMF prior to the date of recognition of the invalidity of the licence and specify the date required. The AMF informs the Portfolio Management Corporation of its decision within eight working days of receipt of the application.
“Article 422-14
"The regulations provided for inArticle L. 214-24-35 of the Monetary and Financial Code mentions the duration of the CPF and the minimum amount of the initial asset, which cannot be less than the amount determined by theArticle D. 214-32-13 of the Monetary and Financial Code.
"The regulation refers to the principles for the distribution of the distribuable amounts of the PF, the terms for subscriptions and redemptions, and, where applicable, those governing the rights attached to the different categories of shares. The terms and conditions for the distribution of distribuable amounts of the CPF can be defined in the prospectus.
"CPF can only be compartments if its regulation expressly provides.
"An instruction from the AMF specifies the content of the sections of the FCP regulations.
“Article 422-15
"Without prejudice to theArticle L. 214-24-1 of the Monetary and Financial Code, the marketing of the shares of an FCP and, where applicable, of compartments may only intervene after notification of its approval by the AMF. This notification is sent to the FCP Portfolio Management Corporation under the conditions set by an AMF instruction.
"Subscriptions can intervene from the reception.
"The founders undertake to complete, if any, the subscription no later than the expiry of a time limit set by the above-mentioned instruction in order to reach the minimum amount prescribed by the FCP regulations. This deadline is short from notification of the FCP accreditation.
"As soon as the amount referred to in the previous paragraph has been reached, the Portfolio Management Corporation establishes the first liquidative value. The corresponding depositary certificate is sent immediately to the AMF.
"When the FCP is composed of compartments, the depositary shall issue a certificate of deposit for each compartment.
“Paragraph 3
“Changes
“Article 422-16
"Two types of changes may be involved in the life of a general purpose investment fund:
« 1° The amendments submitted to approval called "transitions";
« 2° Amendments not subject to approval called "changes".
"The terms and conditions of the carriers' information as well as the conditions under which they may obtain the redemption of their shares or shares are defined in an AMF instruction.
“Subparagraph 1
« Mutations
« Article 422-17
"An instruction from the AMF sets out the conditions under which the AMF issues accreditation during transfers that affect a general purpose investment fund. The licence term is eight working days.
"In addition to the mutations mentioned in sections 411-53,411-98,411-100 and 411-104:
« 1° The period between the date of information of the holders and the effective date of the transfer of the general purpose investment fund lasts between three and ninety days in the conditions fixed by an instruction of the AMF;
« 2° The period between the date of information of the carriers and the end of the period of release without charge shall be between three and ninety days minimum under the conditions established by an AMF instruction.
“Article 422-18
"In the liquidation of a general purpose investment fund or, where appropriate, a compartment, the Accounts Commissioner shall prepare a report on the valuation of assets and the conditions of liquidation and transactions that have occurred since the end of the previous year. This report is made available to bearers. It is transmitted to the AMF.
“Subparagraph 2
“Changes
« Article 422-19
"Generally earmarked investment funds affected by changes must be reported in the manner specified in an AMF instruction.
“Paragraph 4
“Constitution and mutations of new compartments
“Article 422-20
"The constitution and mutations of a compartment provided for in theArticle L. 214-24-24 of the Monetary and Financial Code are subject to prior approval by the AMF according to a procedure specified in an AMF instruction.
"Subsection 2
“General Regime
“Paragraph 1
« Conditions of subscription and redemption
“Article 422-21
“In accordance with the articles L. 214-24-29 and L. 214-24-34 the monetary and financial code, the shares of FCP or shares of SICAV shall be issued and redeemed at the request of the holders and at the cash value increased or decreased, as the case may be, of the fees and commissions.
"However, the general purpose investment fund may cease to issue shares or shares under the third paragraph of Article L. 214-24-33 and third paragraph of Article L. 214-24-41 of the Monetary and Financial Code. In this case, the prospectus defines objective situations resulting in the provisional or final closure of subscriptions, such as a maximum number of shares or shares issued, a maximum amount of assets reached or the expiration of a specified subscription period.
"The shares and shares are redeemed on the basis of their liquidative value under the conditions set out in sections 422-81 to 422-83.
"In the event of a temporary suspension pursuant to first paragraph of Article L. 214-24-33 or the first paragraph of Article L. 214-24-41 of the Monetary and Financial Code, the general purpose investment fund or, where appropriate, the portfolio management company shall forthwith make known the reasons and modalities of the suspension of redemptions at the latest at the time of its implementation to the AMF and to the authorities of all Member States of the European Union where it markets its shares or shares.
“Paragraph 2
" Minimum Asset Amount
“Article 422-22
"When the assets of a SICAV or FCP become less than 300,000 euros, the acquisition of shares of the SICAV or shares of the FCP is suspended.
"When the asset remains for thirty days below the amount referred to in the first paragraph, the disposition of the general purpose investment fund concerned or one of the transactions referred to in section 422-16 shall be effected.
"When the general purpose investment fund has compartments, this section is applicable to each compartment.
"This section does not apply to general-purpose investment funds referred to inArticle R. 214-32-39 of the monetary and financial code.
“Paragraph 3
« Categories of shares of FCP and shares of SICAV
“Article 422-23
"The prospectus referred to in section 422-71 may include, within the same general purpose investment fund or in the same compartment, different classes of shares or shares. These categories may:
« 1° Benefit from different income distribution schemes;
« 2° be denominated in different currencies;
« 3° Support different management costs;
« 4° Support different subscription and redemption commissions;
« 5° Have a different nominal value;
« 6° Be accompanied by a systematic coverage of risk, partial or total, defined in the prospectus. This coverage is provided through financial instruments that minimize the impact of coverage operations on other categories of shares of the general purpose investment fund;
« 7° Being reserved for one or more marketing networks.
"Subscription of a class of shares or shares may be reserved for a class of investors defined in the prospectus according to objective criteria such as an amount of subscription, a minimum investment period or any other commitments of the holder.
“Paragraph 4
“Premium market intervention
“Article 422-24
"For the assessment of the significant correlations provided for in theArticle R. 214-32-23 of the Monetary and Financial Code, contracts for the sub-categories of the same raw material shall be considered to be a contract on one and the same raw material for the calculation of diversification limits. Subcategories of a raw material should not be considered to be the same raw material if not highly correlated.
"An instruction from the AMF specifies the terms and conditions of this Article.
"Subsection 3
« Operating rules
“Paragraph 1
"In-kind contributions
“Article 422-25
"In-kind contributions, which can only include assets provided for inArticle L. 214-24-55 of the Monetary and Financial Codeare assessed under the conditions set out in sections 422-26 to 422-32.
“Paragraph 2
« Accounting and financial provisions
“Subparagraph 1
“Valorization
“Article 422-26
"The general purpose investment fund or its portfolio management company shall establish, implement and maintain operational policies and procedures that allow for a precise calculation of the liquidative value, based on its accounts, and a good execution of the orders of subscription and redemption to that liquidative value.
“Article 422-27
"The Portfolio Management Corporation conducts an assessment of assets that have not been identified or have not been listed on the liquidative value day.
“Article 422-28
"When the general purpose investment fund issues different categories of shares or shares, the liquidative value of the shares or shares of each class is obtained by dividing the share of the net assets corresponding to the class of shares or shares concerned by the number of shares or shares of that class. The terms and conditions for calculating the liquidative value of the shares or shares of the general purpose investment fund are explained in the prospectus.
“Article 422-29
"When shares or shares of a general purpose investment fund are denominated in different currencies, the currency of accounting for the assets of the general purpose investment fund or, where applicable, the compartment is unique.
“Article 422-30
"Sections 422-26 to 422-32 apply to each compartment where they exist within the general purpose investment fund.
"Despite the existence of a separate accounting, each category of contracts, values, financial instruments and deposits in the assets of the same class compartments of the same general purpose investment fund follows the same valuation rules.
“Article 422-31
"The modalities for calculating the beneficiary's debt on the general purpose investment fund, referred to in 2° of Article R. 214-32-28 of the Monetary and Financial Codeare:
« 1° The basis for calculating the receivable consists of all financial obligations of the general purpose investment fund resulting from financial instruments or contracts referred to in 1° to 3° of Article L. 211-36 of the monetary and financial code before taking into account the property and rights that constitute the guarantee;
« 2° The Portfolio Management Company obtains from the recipient of the security disclosure of the debt value calculated by the recipient;
« 3° The portfolio management company has an internal procedure that allows it to monitor the value of the debt communicated by the security beneficiary under 2° on a daily basis;
« 4° The internal procedure mentioned in the 3° includes a mechanism to reduce the observed value deviations. It sets the trigger thresholds for this device based on the nature of the receivable and defines decisions to reduce the value gap observed.
« Article 422-32
"The terms and conditions for the valuation of property or rights that constitute the guarantee granted by the general purpose investment fund, referred to in sixth paragraph of Article R. 214-32-28 of the Monetary and Financial Codeare:
« 1° Assets or rights constituting the guarantee are assessed in accordance with the valuation rules used by the general purpose investment fund to value its assets and off-balance sheet elements;
« 2° The Portfolio Management Company obtains from the beneficiary property or rights that constitute the guarantee of the value of the goods or rights that constitute the guarantee calculated by the beneficiary;
« 3° The portfolio management company has an internal procedure that allows it to monitor the value of the goods or rights that constitute the guarantee communicated by the beneficiary under 2°;
« 4° The internal procedure mentioned in the 3° includes a device to reduce the observed enhancement deviations. It sets the trigger thresholds for this device and defines decisions to reduce the observed value gap.
“Subparagraph 2
“Annual accounts
« Article 422-33
"The accounts of general-purpose investment funds must be held in such a way as to enable direct identification at any time of all assets and liabilities.
“Article 422-34
"At the end of each fiscal year, the Board of Directors or the Board of Directors of the SICAV or the portfolio management company of the FCP prepares the inventory of the various assets and liabilities of the general purpose investment fund. The depositary shall send its certificate under Article 323-10 to the Portfolio Management Company.
"The Board of Directors or the Board of Directors of the SICAV, or the portfolio management company of the FCP, shall establish the annual accounts of the general purpose investment fund. It proposes to the General Assembly, if any, the amount and the date of distribution and makes the payment of the distribuable products provided for in theArticle L. 214-24-31 of the Monetary and Financial Code.
"When the general purpose investment fund includes compartments, summary statements are prepared for each compartment.
"These documents are arrested on the closing date of the year of the general purpose investment fund. They are addressed to any carrier who makes the request.
« Article 422-35
"The annual accounts of the General Purpose Investment Fund are certified by the External Auditor.
“Article 422-36
"The annual accounts of the general purpose investment fund as well as the report of the Board of Directors or the Management Board of the SICAV or of the Portfolio Management Corporation on the management of the FCP are made available to the External Auditor no later than sixty days after the fiscal year is closed.
"Not later than two months after receiving the report of the Board of Directors or the Board of Directors of the SICAV or the Portfolio Management Company of the FCP, the Accounts Commissioner shall file his report to the head office of the SICAV or Portfolio Management Corporation and, where applicable, the special report provided for in the SICAV or Portfolio Management Corporation.Article L. 225-40, paragraph 3, of the Commercial Code.
« Article 422-37
"An instruction from the AMF sets out the content of the portfolio management company's report on the management of the APF or the report of the Board of Directors or the SICAV Executive.
“Article 422-38
"The annual accounts, the composition of the assets at the end of the fiscal year, the reports of the External Auditor of a general-purpose investment fund, as well as the report of the Board of Directors or the SICAV Director, are made available to the holders at the head office of the SICAV or the portfolio management company of the FCP. They are addressed to all carriers who request it within eight working days of receipt of the application.
"Subject to the carrier's agreement, this shipment may be made electronically.
“Subparagraph 3
“Accounts and contributions
« Article 422-39
"The Board of Directors or the Board of Directors of the SICAV or the FCP Portfolio Management Corporation may decide to distribute one or more deposits on the basis of situations certified by the External Auditor.
"The External Auditor appreciates both the assessment of in-kind contributions and their remuneration. The report must be filed within fifteen days of the contribution.
"When the in-kind contribution(s) relates to one or more compartments of a general purpose investment fund, the auditor shall prepare a report for each compartment.
“Subparagraph 4
"Funds supported by the investment fund
General purpose
« Article 422-40
"When the remuneration of the delegates of the depositary, the portfolio management corporation and the companies that are related to it within the meaning ofArticle R. 214-43 of the monetary and financial code, which intervene on behalf of a general purpose investment fund or as counterparties to an operation entered into by that fund, is taken directly from the assets of the fund, it may be taken only within the maximum costs of the fund as defined in its prospectus, except for the share acquired from the investment fund.
« Article 422-41
"The auditor's fees are set by mutual agreement between the auditor and the portfolio management company, in the light of the estimated diligence program required.
“Paragraph 3
“Turture of liabilities
« Article 422-42
"The liability includes the tasks:
« 1° Centralization of orders of subscription and redemption of shares or shares of general purpose investment funds;
« 2° In keeping with the issuance of general-purpose investment funds.
« Article 422-43
"I. ― The essential tasks of centralization of orders of subscription and redemption of shares or shares of investment funds with a general purpose, in accordance with theArticle L. 214-24-46 of the Monetary and Financial Codeare:
« 1° Ensure centralized receipt of subscription and redemption orders and conduct the corresponding registration;
« 2° To monitor compliance with the date and time limit for centralization of orders of subscription and redemption referred to in the prospectus;
« 3° Communicate in the amount and, where applicable, in a total number of shares or shares subscribed and redeemed the result of the centralized receipt of orders to the general purpose investment fund;
« 4° Valorize orders after receiving information on the liquidative value of the share or share in the general purpose investment fund. In order to allow the centralizer to perform its tasks as soon as possible, the general purpose investment fund shall transmit information on the liquidative value of the action or on the part as soon as it is available;
« 5° Communicate the information necessary for the creation and cancellation of shares or shares to the emitter account content;
« 6° Communicate information on the outcome of the processing of orders to the entity that has forwarded the order to the centralizer and the general purpose investment fund.
"II.-The registration contains the following information:
« 1° The general purpose investment fund concerned;
« 2° The person who gave or transmitted the order;
« 3° The person who received the order;
« 4° The date and time of order;
« 5° Conditions and means of payment;
« 6° The type of order;
« 7° The date of execution of the order;
« 8° The number of shares subscribed or redeemed;
« 9° The price of subscription or redemption on each part;
« 10° The total value of subscription or redemption of shares;
« 11° The gross value of the order, including subscription fees, or the net amount after deduction of the redemption fee.
« Article 422-44
"The entity in charge of centralization of orders is designated as "centralizer" in the prospectus of the general purpose investment fund. Any entity entrusted with the exercise of centralization tasks in accordance with section 422-45 shall be designated, if any, in the prospectus.
« Article 422-45
"I. ― The centralizer can entrust the exercise of centralization tasks to:
« 1° One of the people mentioned in theArticle L. 214-24-46 of the Monetary and Financial Code as well as an investment service provider located in a State Party to the agreement on the European Economic Area;
« 2° An authorized intermediary within the European Economic Area to carry out centralization tasks within the meaning of Article 422-43.
"II.-A convention is established between the centralizer and the entity entrusted with the exercise of centralization tasks. This Convention shall include at least the following clauses:
« 1° The essential tasks of centralization as mentioned in section 422-43 that are entrusted to the entity, including the terms and conditions under which orders of subscription and redemption are registered;
« 2° The nature of the information required by the entity to carry out the tasks entrusted to it, as well as the terms and conditions of their transmission by the CO to the entity, including those relating to the liquidative value of the general purpose investment fund;
« 3° The terms and conditions for processing an event affecting the process of subscription and redemption of the shares or shares of general-purpose investment funds;
« 4° The mention that the AMF must be able to effectively access data relating to the centralization of orders of subscription or redemption of shares or shares of the general purpose investment fund as well as to the professional premises of the entity.
"The terms and conditions of termination of the agreement, at the initiative of any of the parties, must ensure continuity and quality of the service provided.
"A change in the entity to which centralization tasks have been assigned must result in prior information from the centralization authority to the general-purpose investment fund and, where appropriate, to the portfolio management company that represents it and the depositary.
"The centralizer remains responsible for the exercise of the centralization tasks it has entrusted.
"For general purpose investment funds created before October 21, 2011, the entity referred to in the centralization prospectus is presumed to act by delegation of the fund.
« Article 422-46
"An order of subscription or redemption of shares or shares of general-purpose investment funds that has been forwarded to the centralizer or any entity to which the centralization work is entrusted is irrevocable from the date and time limit of centralization referred to in the fund prospectus.
"An irrevocable order of subscription or redemption of shares or shares of general-purpose investment funds engages the investor as well as the entity that has forwarded this order to the centralizer or to any entity entrusted with the exercise of the centralization tasks to pay or deliver these shares or shares.
« Article 422-47
"The term "direct order" means the order of subscription or redemption of shares or shares of general-purpose investment funds that is directly transmitted to the CO and whose acceptance by the CO is subject to the conclusion of a convention between the CO and the general-purpose investment fund or, where applicable, the portfolio management company that represents it, setting the conditions for acceptance and termination of direct orders.
"The general-purpose investment fund or the portfolio management company that represents it implements a suitable risk management system related to the acceptance and termination of these orders.
« Article 422-48
"The tasks of the emission account are as follows:
« 1° Carry out appropriately and traceable records of the number of securities corresponding to the creation or delisting of shares or shares, as a result of the centralization of subscription and redemption orders, and determine accordingly the number of securities composing the capital of the general purpose investment fund; the emitter account content ensures that a corresponding cash accounting record has been made to the assets of the general purpose investment fund;
« 2° Identify holders of shares or shares in the nominative form and record, for each licensee, the number of shares or shares held. When the general purpose investment fund is not admitted to the operations of the central depositary, the entity in charge of the issuance account also records, where applicable, the number of shares or shares held in the carrier form with the conservative account content directly identified in the emission account;
« 3° Organize simultaneous regulation and delivery as a result of the creation or delisting of shares or shares; the emitter account content also organizes the delivery and, where applicable, the regulations resulting from any other transfer of shares or shares. When a securities settlement and delivery system is used, it ensures that appropriate procedures exist;
« 4° Ensure that the total number of shares or shares issued, at a given date, is the number of shares or shares in circulation on the same date, having the nominal form and, where applicable, the bearer.
« 5° Organize the payment of coupons and dividends and organize the processing of transactions on shares or shares of the general purpose investment fund.
« Article 422-49
"Emission account management is the administrative management of the general purpose investment fund.
"The general purpose investment fund or, where appropriate, the portfolio management company that represents it may delegate the execution of the tasks described in section 422-48 of the emission account holder to an investment service provider under the conditions set out in 1° to 3° and 5° to 9° of section 313-77 or, where applicable, in section 318-58.
"Subsection 4
"Global risk calculation
“Paragraph 1
"Measurement of the overall risk of investment funds
Financial contracts
« Article 422-50
"In accordance with theArticle R. 214-32-24-1 of the Monetary and Financial Codefor the purposes of this paragraph shall be assimilated to financial contracts eligible financial securities and instruments of the monetary market with a financial contract.
“Subparagraph 1
“General provisions
« Article 422-51
"I. ― The portfolio management company calculates the overall risk of general-purpose investment funds that it manages at least once a day. If necessary and based on the investment strategy of the general purpose investment fund, the portfolio management company can calculate the overall risk of the general purpose investment fund several times a day.
"The overall risk limits set are always respected.
"II.-The overall risk of general-purpose investment funds is one of the following values:
« 1° The total of the exposure and leverage to which the managed general-purpose investment fund relies through financial contracts, which cannot exceed the net assets of the general-purpose investment fund;
« 2° The market risk of the portfolio of the general purpose investment fund.
« Article 422-52
"I. ― In order to calculate the overall risk of the general purpose investment fund it manages, the portfolio management company uses the method of calculating the commitment or method of calculating the risk value set by an AMF instruction.
"For the purposes of this paragraph, the terms "at-risk value" refer to the measure of maximum potential loss based on a given level of confidence and a given period of time.
"II.-The portfolio management company of the general purpose investment fund ensures that the method it retains to measure the overall risk is appropriate, taking into account the risk profile arising from the investment strategy of the general purpose investment fund, the types and complexity of the financial contracts entered into, as well as from the portfolio of the general purpose investment fund composed of financial contracts.
"III.-The portfolio management company uses the risk value calculation method as long as the general purpose investment fund it manages has one of the following characteristics:
“(a) The general purpose investment fund implements complex investment strategies representing a significant proportion of its investment policy;
“(b) The exposure of the investment fund to non-standard financial contracts is not negligible;
"(c) If market risks incurred by the general purpose investment fund are not adequately addressed by the method of calculating the commitment.
"The method of calculating the risk value is supplemented by a resistance test device. An AMF instruction defines the concepts of standard and non-standard financial contract.
"IV.-The general purpose investment fund calculates its overall risk associated with financial contracts by combining its own direct risk for financial contracts concluded in accordance with theArticle L. 214-24-57 of the Monetary and Financial Code with:
“(a) Either the real risk of the CSA or master IAF relative to the financial contracts, in proportion to the investments of the general purpose investment fund fed to the CSA or the master IAF;
“(b) Either the maximum overall potential risk of the UCITS or the master IAF relative to the financial contracts provided for in the regulations or statutes of the CSA or the master IAF, in proportion to the investment of the general purpose investment fund fed into the CSA or the master IAF.
“Subparagraph 2
"Determination of Commitment Method
« Article 422-53
"I. ― When the portfolio management company uses the commitment calculation method to calculate the overall risk, it also uses it for all positions on financial contracts that are used as part of the general investment policy of the general purpose investment fund, for the purpose of risk reduction or for the purpose of effective portfolio management, as provided for in the general investment policy of the general purpose investment fund,Article R. 214-32-27 of the Monetary and Financial Code.
“II. ― When a general purpose investment fund uses, in accordance withArticle L. 214-24-56 of the monetary and financial code, techniques and instruments to strengthen its leverage or market risk exposure, including pension agreements or securities lending operations, the portfolio management company takes these transactions into account when calculating overall risk.
"III. ― The overall risk of a general purpose investment fund calculated by the method of calculating the undertaking requires the conversion of the position of each financial contract to the market value of an equivalent position on the underlying asset of that contract.
"The steps to calculate the overall risk based on the method of calculating the undertaking and the conversion formulas are specified by an AMF instruction.
« Article 422-54
"I. ― The Portfolio Management Corporation may take into account compensation and coverage provisions provided that these provisions do not disregard flagrant and significant risks and result in a clear reduction in risk.
« II.-1° A compensation provision is a combination of positions on financial contracts or financial securities on the same underlying regardless of their maturity dates, and the sole purpose of which is to eliminate the risks associated with certain positions taken through other financial contracts or securities.
« 2° A cover provision is a combination of positions on financial contracts and/or financial securities such as:
“(a) The underlying ones are not necessarily identical;
“(b) The positions are concluded for the sole purpose of offsetting the risks associated with the positions taken through other financial contracts or securities.
« 3° A general purpose investment fund that has principally entered into financial contracts for interest rates may use specific time compensation rules, the terms of which are specified by an AMF instruction, to take into account the correlations between instruments of different maturity of the rate curve. Specific duration compensation rules cannot be used if they lead to an incorrect assessment of the risk profile of the general purpose investment fund.
"A general-purpose investment fund that uses the specific time compensation rules for its financial contracts relating to interest rates may take into account the coverage provisions. However, only financial contracts relating to interest rates not included in a coverage provision can use these specific compensation rules.
« Article 422-55
"I. ― When the use of financial contracts does not create additional exposure for the general purpose investment fund and meets the following conditions, it is not necessary to include the underlying exposure in the calculation of the undertaking:
« 1° Its purpose is to exchange the performance of all or part of the assets of the general purpose investment fund with the performance of other reference financial instruments;
« 2° It completely eliminates the market risk of the exchanged assets. The performance of the general purpose investment fund no longer depends on the performance of the assets being exchanged;
« 3° It does not include an additional optional component and does not include leverage or any other additional risk compared to a direct investment in reference assets.
"II.-A financial contract is not taken into account in calculating the overall risk by the method of calculating the undertaking when it meets the following criteria:
“(a) The combination of the financial contract and an amount of cash invested in paid assets at the risk-free rate allows for exposure equivalent to that obtained by direct investment in the underlying asset;
“(b) It does not generate additional exposure, leverage and add any market risk.
"III.-When the method of calculating the undertaking is used, it is not necessary to include in the calculation of the overall risk the temporary arrangements for the borrowing of cash on behalf of the general purpose investment fund in accordance with theArticle R. 214-32-40 of the monetary and financial code.
“Subparagraph 3
“ Method of calculating risk value
« Article 422-56
"I. ― The overall risk of a general purpose investment fund calculated using the risk value calculation method is for all portfolio positions.
"The maximum risk value of a general purpose investment fund is determined by the portfolio management company based on the definition of its risk profile.
"II.-The risk value of a general purpose investment fund is heard over a period of twenty working days with a 99% confidence threshold. The effective observation period for risk factors is at least two hundred and fifty working days. In the event of a significant increase in price volatility, the risk value must be calculated over a shorter observation period. The data sample used for the calculation is updated at least every quarter, or more frequently if market prices are subject to material changes.
"An AMF instruction specifies the conditions under which it may be derogated from this II.
"The calculation of the risk value is done at least daily.
"The overall risk calculation steps according to the risk value method are specified by an AMF instruction.
« Article 422-57
"I. ― In order to calculate the overall risk based on the risk value calculation method, the portfolio management company is responsible for choosing the most appropriate method between relative risk value and absolute risk value based on the risk profile of the general purpose investment fund, and the investment strategy.
"The Portfolio Management Corporation is able to demonstrate that the risk value method used is appropriate. The choice of the method used and the underlying assumptions are specified in a documentation.
"The overall risk of a general purpose investment fund based on the relative risk value calculation method is equal to the ratio of the risk value of the portfolio of the general purpose investment fund and the risk value of a reference portfolio whose definition criteria are specified by an AMF instruction, less one, multiplied by the net assets of the general purpose investment fund.
"II.-The absolute value approach of a general-purpose investment fund limits the maximum risk value that it can reach 20% of the market value of its net assets.
"The conditions of application of this section are specified by an instruction of the AMF.
“Article 422-58
“The portfolio management company is implementing:
« 1° An a posteriori control device for model calculations on past data to monitor the accuracy and performance of the risk value model;
« 2° A rigorous, comprehensive and tailored resistance testing system to the risk profile of the general purpose investment fund to simulate the behaviour of the general purpose investment fund in crisis situations.
« 3° When the risk profile and investment strategy so requires, risk management tools and methods adapted to the risk profile and investment strategy of the general purpose investment fund in addition to the devices mentioned in 1° and 2°.
“Subparagraph 4
"Global risk of an investment fund
for general purpose
« Article 422-59
"The overall risk of a general-purpose investment fund is measured by the method of calculating the commitment or by the method of risk value.
"If the general purpose investment fund meets all the following conditions, it may apply specific rules, set by an AMF instruction, in calculating the overall risk by the method of calculating the undertaking:
« 1° Payments to be provided to investors are based on a calculation formula, which can be divided into a finite number of scenarios that depend on the value of the underlying assets.
“Every scenario offers investors a different result;
« 2° The investor can only be exposed to a single result at any time of the life of the general purpose investment fund;
« 3° The use of the commitment calculation method to measure the overall risk on each individual scenario is appropriate in accordance with section 422-52;
« 4° The final maturity of the general purpose investment fund does not exceed nine years, from the end of the marketing period;
« 5° The general purpose investment fund does not accept new public subscriptions after the initial marketing period;
« 6° The maximum loss that the general purpose investment fund may be incurred during the transition from one scenario to another is limited to 100% of the liquidative value of the end of the marketing period;
« 7° The impact of each underlying asset on the compensation profile to be provided to investors, at a given date, due to the shift from one scenario to another, is consistent with the diversification rules mentioned inArticle R. 214-32-29 of the monetary and financial code based on the end-of-market value.
“Subparagraph 5
“Entry into force
« Article 422-60
"By derogation from section 422-51 when they meet the criteria of 1° of Article R. 214-32-39 of the monetary and financial code as well as the criteria of 1° to 3° of the I of Article 422-59, the general purpose investment funds available on the effective date of the Decree No. 2011-922 of 1 August 2011 may calculate their overall risk as being constituted by the maximum loss value on the date of the conclusion of financial contracts, provided that their formula remains unchanged.
“Paragraph 2
« Risk of counterparty and concentration of emitters
« Article 422-61
« 1° The portfolio management company ensures that the risk of counterparty to the general purpose investment fund resulting from a voluntary negotiated financial contract is subject to the limits set out in theArticle R. 214-32-29 of the monetary and financial code.
« 2° When calculating the exposure of the general purpose investment fund to a counterparty in accordance with the limits provided for in I of Article R. 214-32-29 of the Monetary and Financial Code, the portfolio management company uses the positive value of the market-based evaluation of the voluntarily negotiated financial contract with that counterparty.
"The portfolio management company may rely on the net position of the financial contracts of a general purpose investment fund in relation to a particular counterparty, if it has the faculties provided for in theArticle L. 211-36-1 of the Monetary and Financial Code or equivalent foreign provisions for the purpose of enforcing, on behalf of the general purpose investment fund, the compensation agreements with that counterparty. The net position can only be used for publicly traded financial contracts to which the general purpose investment fund is exposed for a given counterparty, not for other exhibitions of the general purpose investment fund in relation to that counterparty;
« 3° The portfolio management company can reduce the exposure of a general purpose investment fund to the counterparty of an operation on a financial contract negotiated at will by the receipt of a guarantee for the benefit of the general purpose investment fund. This guarantee must be liquid enough to be made quickly at a price close to the one to which it was estimated before it was realized;
« 4° The portfolio management company takes into account the warranty when calculating the risk of counterparty exposure as mentioned in the I of Article R. 214-32-29 of the Monetary and Financial Code where it provides, on behalf of the general purpose investment fund, a guarantee to the counterparty of a transaction relating to a negotiated financial contract at will. The guarantee can only be taken into account on a net basis if the portfolio management company has legislative and regulatory means to enforce the compensation agreements with that counterparty on behalf of the general-purpose investment fund;
« 5° The portfolio management company is based on the underlying exposure resulting from the use of publicly traded financial contracts in accordance with the method of calculating the undertaking, with a view to respecting the limits of concentration by type of issuers mentioned in the sections R. 214-32-29, R. 214-32-33 and R. 214-32-34 monetary and financial code;
« 6° For exposure resulting from transactions on voluntary negotiated financial contracts referred to in the 3rd of Article R. 214-32-29 of the monetary and financial code, the portfolio management company includes in the calculation any exposure to the risk of counterparty of such contracts.
« Article 422-62
"The assets received as collateral by the general purpose investment fund as part of the reduction of its counterparty risk resulting from a financial contract or a temporary acquisition or disposal of financial instruments pursuant to section 422-61 shall at any time adhere to the following principles:
« 1° Any assets received as collateral must be sufficiently liquid and must be able to be sold quickly at a consistent price compared to the one to which it was previously evaluated. Guaranteed assets are in principle negotiated on a highly liquid market and have a transparent price;
« 2° The assets received must be valued at least once a day.
"The inability to independently assess the assets received as collateral would clearly set the overall investment fund at risk, particularly if the evaluation is based on a model and if these assets are not liquid.
"When appropriate, the general purpose investment fund applies an appropriate denomination to the market value of the assets received as collateral.
"In addition, when these assets pose a significant risk of volatility, the general purpose investment fund applies particularly prudent denominations;
« 3° The credit quality of the issuer is an important criterion for assessing the eligibility of the assets received as collateral.
"Appropriate denominations are applied to the market value of the assets received as collateral when the issuer is not of high credit quality;
« 4° Any high correlation between counterparty and assets received as collateral to reduce the exposure of the general purpose investment fund to this counterparty must be avoided;
« 5° A high concentration of the assets received as collateral on the same issuer, sector or country generates a clear risk for the general purpose investment fund;
« 6° The portfolio management company has appropriate technical and human resources, including operational systems and legal expertise to effectively manage safeguards;
« 7° The financial guarantees received in transfer of ownership should be held by the depositary of the general purpose investment fund. With respect to other types of financial guarantees contracts, financial guarantees may be held by a third party custodian under prudential supervision and that has no connection with the financial guarantees provider;
« 8° The guarantees must be made at any time by the general purpose investment fund and without information or approval of the counterparty.
« Article 422-63
"I. ― To calculate the risk of counterparty referred to in I of Article R. 214-32-29 of the Monetary and Financial Code, the general purpose investment fund takes into account the guarantees granted to an investment service provider and their subsequent changes in financial contracts entered into on a market referred to in 1°, 2° or 3° of the I of Article R. 214-32-18 of the monetary and financial code or negotiated on a voluntary basis, which are not protected by rules for the protection of the assets of customers or other similar rules to protect the general purpose investment fund against the bankruptcy risks of the investment service provider.
“II. ― To calculate the limits referred to in III of theArticle R. 214-32-29 of the monetary and financial code, the general purpose investment fund takes into account the net risk to which it is exposed under the operations referred to inArticle R. 214-32-27 of the Monetary and Financial Code on the same counterpart. The net risk is equal to the amount recoverable by the general purpose investment fund, diminished, if any, of the guarantees created for the benefit of the general purpose investment fund.
"The risk created by the reuse of constituted guarantees for the benefit of the general purpose investment fund must also be taken into account in calculating the issuer ratio.
"III. ― To calculate the limits mentioned inArticle R. 214-32-29 of the monetary and financial code, the general purpose investment fund must determine whether the counterparty on which it is exposed is an investment service provider, a compensation board or another entity under a voluntary financial contract.
"IV. ― Limits to articles R. 214-32-29, R. 214-32-33 and R. 214-32-34 the monetary and financial code takes into account the exposure related to the underlying assets to financial contracts, including incorporated financial contracts, covering eligible financial securities or monetary market instruments.
"V. ― When the general purpose investment fund calculates the concentration limits by type of entity, the underlying financial contracts, including in the case of incorporated financial contracts, must be taken into account to determine the exposures to a particular issuer resulting from these positions.
"The exposure to a position must be taken into account in calculating the concentration limits by type of transmitter.
"It must be calculated using the method of calculating the engagement when appropriate.
"The measure of the potential maximum loss associated with the default of the transmitter is taken into account when it gives a more conservative result.
"This section applies to any general-purpose investment fund, whether or not it uses the risk value calculation method (ARV) to calculate the overall risk.
"This section does not apply to financial contracts based on an index meeting the criteria ofArticle R. 214-32-25 of the monetary and financial code.
“Paragraph 3
" Assessment Procedure
Financial contracts negotiated on a voluntary basis
« Article 422-64
"I. ― The Portfolio Management Corporation ensures that exposures are subject to market value assessments that are not based solely on market quotes made by counterparties to transactions on publicly traded financial contracts and that meet the criteria set out at the time of the contract 3° of Article R. 214-32-22 of the Monetary and Financial Code.
“II. ― For the purposes of I, the Portfolio Management Corporation establishes, implements and maintains operational terms and procedures for ensuring an adequate, transparent and fair assessment of the exposure of general-purpose investment funds to voluntary negotiated financial contracts.
"The portfolio management company ensures that the fair value assessment of the voluntary financial contracts is appropriate, accurate and independent.
"The terms and procedures for the evaluation must be appropriate and proportionate to the nature and complexity of the financial contracts negotiated on a voluntary basis.
"The Portfolio Management Corporation shall comply with the requirements set out in section 45 and f of section 75 of the Commission's Delegated Regulation No. 231/2013 of 19 December 2012 when the terms and procedures for the evaluation of publicly negotiated financial contracts involve the exercise of activities by third parties.
"Subsection 5
« Investor information
« Article 422-65
"The Portfolio Management Company is solely responsible for the content of the documents forwarded to the AMF for the purpose of placing online on its website.
“Paragraph 1
" Language of information documents
“Article 422-66
"I. ― In application of theArticle L. 214-25 of the Monetary and Financial Code, regulations or statutes as well as documents for the information of holders of a general purpose investment fund are written in French.
“II. ― By derogation from I, by regulation or by-laws or documents intended for the information of carriers may be written in a common language in financial matters other than French when the general purpose investment fund or its portfolio management company ensures that the marketing system in place prevents these documents from being sent or likely to reach, in the territory of the French Republic, investors for whom that language would not be understandable.
“Paragraph 2
"Key Information Document for Investor
“Article 422-67
"The general purpose investment fund establishes a short document containing the key information for the investor called "key information document for the investor".
"This document is prepared in accordance with the European Regulation No. 583/2010 of 1 July 2010.
« Article 422-68
"The key information document for the investor, whose content is pre-contractual, meets the following conditions:
« 1° It includes the words: "key information for the investor" clearly mentioned in French.
« 2° It contains correct, clear and non-deceptive information consistent with the relevant parts of the general purpose investment fund prospectus.
« 3° It includes appropriate information on the essential characteristics of the general purpose investment fund to be provided to investors so that investors can reasonably understand the nature and risks of the proposed general purpose investment fund and, therefore, make informed investment decisions.
« 4° It contains information on the following essential elements of the general purpose investment fund:
“(a) Identification of the fund;
“(b) A brief description of its investment objectives and investment policy;
"(c) A presentation of its past performance or, where applicable, performance scenarios;
"(d) The associated costs and costs;
“e) The risk profile for investment compensation, including appropriate guidance and warnings on the risks associated with investment in the general purpose investment fund.
"These essential elements must be understandable for the investor without reference to other documents.
"They are kept up to date.
« 5° It clearly indicates where and how to obtain additional information on the proposed investment, including where and how prospectus and annual and semi-annual reports can be obtained, on request, free of charge and at any time as well as the language in which such information is available for investors.
« 6° It is written in a concise and non-technical language.
« 7° It is established in a common format, allowing comparisons with other IAFs with a key information document for the investor or UCITS.
« 8° It is presented in such a way that it can be understood by non-professional customers.
« Article 422-69
"The key information document for the investor contains a clear warning that the liability of the general-purpose investment fund or its portfolio management company can only be incurred on the basis of statements contained in this document that would be misleading, inaccurate or uncomplicated with the relevant parts of the fund prospectus.
« Article 422-70
"The general purpose investment fund incorporates its key information document for the investor in the accreditation file of the general purpose investment fund that it transmits to the AMF.
“Paragraph 3
“Prospectus
« Article 422-71
"The prospectus of the general purpose investment fund contains the information necessary to enable investors to fully assess the investment that is proposed to them, including the risks inherent in it.
"It includes a clear and easy-to-understand description of the risk profile of the general purpose investment fund, regardless of the assets in which it is invested. The regulation or statutes of the general purpose investment fund are an integral part of the prospectus to which they are annexed. However, the regulations or statutes may not be annexed to the prospectus if the investor is informed that, at his request, these documents will be sent to him or that he or she will be informed of where he or she may consult them.
"The essential elements of the prospectus are kept up to date.
"The contents of the prospectus is defined in an AMF instruction.
« Article 422-72
"The prospectus describes all costs incurred by carriers or by the general purpose investment fund, including all taxes, indicating:
« 1° For the commissions supported by the carrier:
“(a) The maximum percentage of the share of the non-acquired subscription and redemption commission in the general purpose investment fund;
“(b) The rate of the share of the commission acquired from the general-purpose investment fund and the conditions under which this rate can be reduced.
« 2° For costs incurred by the general purpose investment fund, the maximum operating and management fee rate. The reference to this rate should be supplemented, if any, by the following details:
“(a) Rules for calculating motion commissions;
“(b) The rules for calculating the share of income of temporary acquisition or assignment of non-earmarked securities to the general purpose investment fund;
"(c) Maximum fees and commissions that may be borne under collective investments in French or foreign law or investment funds of third countries acquired by the general purpose investment fund;
"(d) The calculation rules of the variable management board.
"The presentation of the prospectus and the terms and conditions for calculating the costs referred to in this section are specified by an instruction of the AMF.
« Article 422-73
"The prospectus defines the valuation rules for each asset class.
"From two liquidative value calculations, a general purpose investment fund can establish and publish an indicative value of the liquidative value called "estimated value". The prospectus mentions the conditions of publication of the latter and warns the investor that it cannot be used as a basis for subscriptions and purchases.
"Every communication of an estimated value has the same warning.
« Article 422-74
"The prospectus specifies the categories of assets in which the general purpose investment fund is authorized to invest.
"It also indicates whether transactions on financial contracts are authorized, in which case it clearly specifies whether these transactions can be carried out as a cover or for the purpose of achieving the investment objectives, as well as the possible effects of the use of financial contracts on the risk profile.
« Article 422-75
"I. ― When the general purpose investment fund invests primarily in one of the asset categories defined to theArticle L. 214-24-55 of the Monetary and Financial Code other than eligible financial securities or monetary market instruments or where the fund reproduces an equity or debt securities index in accordance with theArticle R. 214-32-25 of the monetary and financial code, its prospectus has a clearly visible mention drawing attention to its investment policy.
“II. ― When the general purpose investment fund invests a significant portion of its assets in collective investments, its prospectus indicates the maximum level of management commissions that can be charged to both the general purpose investment fund itself and the collective investments in which it intends to invest.
"III. ― The general purpose investment fund referred to inArticle R. 214-32-32 of the monetary and financial code includes in its prospectus a statement, clearly highlighted, drawing attention to the authorisation it receives and indicating the Member States of the European Union, the territorial public authorities or the international public bodies in whose assets it intends to place or placed more than 35% of its assets.
« Article 422-76
"When the liquidative value of the general purpose investment fund is likely to be high volatility due to the composition of its portfolio or the portfolio management techniques that can be used, the prospectus contains a well-known reference drawing attention to this characteristic.
« Article 422-77
"When the investor has received the prospectus from the general purpose investment fund upon request, the fund provides additional information on the quantitative limits that apply to the risk management of the fund, the methods chosen for that purpose and the recent evolution of the key risks and returns of the instrument categories.
« Article 422-78
"The general purpose investment fund shall transmit to the AMF its prospectus and any changes made to the AMF in the manner determined by an AMF instruction.
“Paragraph 4
« Semi-annual reports
« Article 422-79
"The semi-annual reports of the general purpose investment fund contain the elements provided for by an AMF instruction.
"When the general purpose investment fund has compartments, a semi-annual report is also established for each compartment.
« Article 422-80
"The general purpose investment fund shall transmit to the AMF its semi-annual reports in accordance with the terms set out by an AMF instruction.
“Paragraph 5
« Liquid value
« Article 422-81
"The general purpose investment funds are required to establish their liquidative value in accordance with sections 422-26 to 422-32. This liquidative value is established and published according to a periodicity adapted to the nature of financial instruments, contracts, values and deposits held by the general purpose investment fund.
"The general purpose investment funds must properly publish the liquidative value of the shares or shares that they issue at least twice a month. The periodicity of the publication of the liquidative value of the issued shares or shares may, however, be monthly, provided that this does not prejudice the interests of the holders and subject to the prior approval of the AMF.
"The prospectus specifies the time frame for the establishment and publication of the liquidative value and the selected reference schedule.
"As long as a liquidative value is published, the subscriptions and redemptions of shares or shares of general-purpose investment funds must be made on the basis of this value, under the conditions fixed by the prospectus.
"This section is applicable to each compartment.
“Article 422-82
"General-purpose investment funds whose shares or shares are admitted to negotiations on a regulated market in regular operation establish and publish their liquidative value every day of market negotiations on which they are admitted.
"This section is applicable to each compartment.
“Article 422-83
"The general purpose investment fund whose assets are more than 80 million euros is required to have its auditor's accounted for the composition of the assets quarterly.
"Subsection 6
« Marketing in France of funds
general purpose investment
“Paragraph 1
“General Rules
“Article 422-84
"Without prejudice to theArticle L. 214-24-1 of the Monetary and Financial Code, the marketing of the shares or shares of a general purpose investment fund and, if any, of one or more compartments may only intervene after receiving the marketing authorization by the AMF.
« Article 422-85
"I. ― When the general purpose investment fund invests primarily in one of the asset categories defined to theArticle L. 214-24-55 of the Monetary and Financial Code other than eligible financial securities or monetary market instruments or where the general purpose investment fund reproduces an index of shares or debt securities in accordance with theArticle R. 214-32-30 of the monetary and financial code, communications of a promotional nature include a well-visible mention calling attention to its investment policy.
“II. ― Where the liquidative value of the general purpose investment fund is likely to be high volatility due to the composition of its portfolio or portfolio management techniques that may be used, promotional communications contain a clearly visible reference pointing to this characteristic.
"III. ― The general purpose investment funds referred to inArticle R. 214-32-32 of the monetary and financial code include, in their promotional communications, a statement, clearly highlighted, drawing attention to the authorization they receive and indicating the member states of the European Union, the territorial public authorities or international public bodies in whose values they intend to place or have placed more than 35% of their assets.
“Article 422-86
"The key information document for the investor is provided free and timely to the investor, prior to the subscription of the shares or shares of the general purpose investment fund.
“Article 422-87
"The general purpose investment fund can provide the key information document for the investor on a sustainable basis within the meaning of section 314-26 or on its site or its portfolio management company.
"A paper copy must be provided free of charge to investors who request it.
"An updated version of the key information document for the investor is posted on the website of the general purpose investment fund or its portfolio management company.
« Article 422-88
"The general purpose investment fund shall, at their request, provide the key information document for the investor to persons who market their shares or shares or who provide advice on this fund or products exhibiting on the fund.
"These persons respect the obligation referred to in section 422-86.
“Article 422-89
"The prospectus is provided free of charge to investors who request it, on a sustainable basis within the meaning of section 314-26 or through a website.
"The latest annual and semi-annual reports of the published general purpose investment fund are provided free of charge to investors who request it, according to the terms set out in the prospectus and key information document for the investor.
"A paper copy of the documents referred to in this article must be provided free of charge to investors who request it.
« Article 422-90
"Returns to management fees collected for investments made on behalf of a general purpose investment fund in the shares or shares of a collective investment in French or foreign law or a third-country investment fund must be allocated to the fund:
« 1° Direct payment to the general purpose investment fund;
« 2° Be deducted from the management board from the portfolio management company.
“Article 422-91
"I. ― Is prohibited the surrender to the Portfolio Management Company or to any other person or funds of management fees or of subscription and redemption commissions for investments made by the said Portfolio Management Company on behalf of a general-purpose investment fund marketed in the territory of the French Republic, in the shares or shares of a collective investment of French law or foreign law or an investment fund of a third-country, with the exception
« 1° Expenses and commissions mentioned in the eighth paragraph of Article 314-79 or 319-14;
« 2° Retrocessions benefiting exclusively from the general purpose investment fund;
« 3° Receipts paid by the portfolio management company of the master's general-purpose investment fund to pay a third party charged with the commercialization of the general-purpose investment funds fed by this master fund;
« 4° Retrocessions intended to pay a third party charged with the marketing of a collective investment in French law or foreign law or a third-country investment fund, where that third party intervenes independently of the portfolio management company investing in these UCITS, IAF or investment funds.
“II. ― In particular, is prohibited the perception of retrocessions for the benefit of the portfolio management company:
« 1° Subscribing and redemption commissions due to the investment of the portfolio of a general purpose investment fund managed in a collective investment of French law or foreign law or an investment fund of third countries;
« 2° Management fees due to the investment of the portfolio of a general purpose investment fund managed in a collective investment of French or foreign law or a third country investment fund.
“Paragraph 2
"Specific admission rules
regulated market negotiations
“Article 422-92
"Can be admitted to negotiations on a regulated market the shares or shares of general-purpose investment funds whose management objective is based on an index, which are:
« 1° Shares or shares of general interest investment funds governed by theArticle R. 214-32-30 of the monetary and financial code ;
« 2° Shares or shares of general-purpose investment funds whose management objective is to reproduce the evolution of a result obtained by the application to an index meeting the conditions mentioned in I of Article R. 214-32-30 of the Monetary and Financial Code a mathematical formula called "algorithm";
« 3° Shares or shares of general purpose investment funds mentioned in 1° and 2° when notified in accordance with theArticle L. 214-24-1 of the Monetary and Financial Code.
"The algorithm depends on one or more data that may vary over time, called "variables".
"The algorithm, index and adjustment conditions of the variables are described in the prospectus and fixed under conditions consistent with good public information.
« Article 422-93
"When the shares or shares of general purpose investment funds referred to in Article 422-92 are admitted to negotiations on a regulated market:
"I. ― The portfolio management company informs the public:
« 1° Results of the algorithm according to the periodicity provided in the prospectus;
« 2° Any adjustment of the algorithm variables. This information takes place no later than seven working days before the implementation of this adjustment;
« 3° By derogation from 2°, where one or more variables are subject to automatic adjustments that meet objective criteria and a periodicity provided in the prospectus, the public is informed of these adjustments no later than seven working days after the implementation of these adjustments.
"The portfolio management company ensures the effective and integral dissemination of the information mentioned in 1°, 2° and 3°.
"She puts them online on her website.
“II. ― The prospectus of the general purpose investment funds referred to in section 422-92 also includes information specific to the admission to negotiations on a regulated market, as specified by an AMF instruction.
"The prospectus is made public no later than the day on which the market company notices that the shares or shares of the general purpose investment fund are entered into negotiations.
"The prospectus must be effectively disseminated in one of the following forms:
« 1° Publication of the key information document for the investor in at least one national economic and financial information daily;
« 2° Provision of prospectus free of charge to the headquarters of the portfolio management company and to the establishments designated by it, and publication of a summary of the prospectus, in the same manner as at 1° of II, or of a communiqué, whose portfolio management company ensures the effective and integral diffusion, which specifies the terms and conditions of the disposition.
"A copy of the prospectus is sent to any person who makes the request and the electronic version of the prospectus is posted on the portfolio management company's website and sent to the AMF for the purpose of posting on its website.
"III. ― Planned accounting recordsArticle L. 214-24-49 of the Monetary and Financial Code are published in accordance with the terms and conditions set out in an AMF instruction.
"Subsection 7
“Other provisions
“Article 422-94
"I. ― Section 422-83 is not applicable to general purpose investment funds that reserve the subscription or acquisition of their shares or shares pursuant to theArticle L. 214-26-1 of the Monetary and Financial Code.
“II. ― By derogation from section 422-22, the redemption of shares of a general purpose investment fund that reserves the subscription or acquisition of its shares or shares under theArticle L. 214-26-1 of the Monetary and Financial Code is suspended when its assets become less than 160,000 euros.
"III. ― By derogation from subsection 5 of this section, general-purpose investment funds that reserve the subscription or acquisition of their shares or shares under theArticle L. 214-26-1 of the Monetary and Financial Code may only establish a prospectus whose content is specified by an instruction, subject to the unanimous agreement of their direct or indirect carriers.
"IV. ― By derogation from I of sections 422-7 and 422-11, the deadlines are reduced to eight working days for general purpose investment funds that reserve the subscription or acquisition of their shares or shares pursuant to theArticle L. 214-26-1 of the Monetary and Financial Code.
"For the purposes of sections 422-86 to 422-89, the reference to the key information document for the investor is replaced by the reference to the prospectus.
« Article 422-95
"Invest funds within the meaning ofArticle R. 214-32-19 of the Monetary and Financial Code continuously meet the following criteria:
« 1° Their holders have real, opposable rights on their assets;
« 2° The responsibility for the conservation of the assets of the funds is vested in one or more separate companies of the portfolio management company, regulated for this purpose and identifiable by the portfolio management company of the general purpose investment fund;
« 3° They disseminate regular and adequate information and, in particular, their shares or shares are subject to appropriate valuation on at least monthly basis and are subject to a legal obligation to audit or certification at least annually of the accounts;
« 4° They are not domiciled in non-cooperative countries or territories as identified by the FATF.
« Article 422-96
"By derogation from section 422-67, existing general purpose investment funds as of July 1, 2011 may not establish a key information document for the investor provided that they may no longer receive new subscriptions after July 1, 2013.
“Paragraph 1
« Mergers and scissions
« Article 422-97
"A SICAV or FCP can merge with any SICAV or any FCP.
"A SICAV can merge with any other company.
"Any general-purpose investment fund can be split.
"The rules of this Article shall apply, if any, to the intake of compartments and to operations involving several compartments of the same IAF.
“Article 422-98
"Any merger, merger, splitting, splitting or absorption project involving one or more UCITS or general purpose investment funds or one or more compartments of a UCITS or a general purpose investment fund shall not have the effect of transforming a UCITS into an IAF. The project is terminated by the Board of Directors or the SICAV Director or the FCP Portfolio Management Corporation. It is subject to the prior approval of the AMF, under the conditions set out in section 1 of this chapter. However, by derogation from sections 422-7 and 422-11, the general purpose investment fund concerned by the transaction or its portfolio management company shall be informed, within twenty working days of the submission of the application, of the grant or refusal of the approval of the transaction. The silence held by the AMF for a period of twenty working days from the AMF's acknowledgement of receipt of the application is a decision to approve.
"The merger or splitting project specifies, as the case may be, the name, head office and the registration number in the trade register and the companies of the SICAV concerned and the name of the FCP(s) and the name, head office and registration number in the trade register of the (or) portfolio management corporation(s).
"It also specifies the reasons, objectives and conditions of the operation. He mentions the date on which the extraordinary general assemblies of the SICAV concerned will be led to decide on the exchange parities of shares and shares.
« Article 422-99
"When the general purpose investment fund is managed by a portfolio management corporation, the legal costs of the advisory or administrative services associated with the preparation and implementation of the merger are not charged to the absorbed fund, or to the absorbing fund or their holders.
« Article 422-100
"By derogation from Article 422-98, the split decided in accordance with the second paragraph of Article L. 214-24-33 or second paragraph of Article L. 214-24-41 of the Monetary and Financial Code is not subject to the prior approval of the AMF, but is declared to it without delay.
“This statement includes the following information:
« 1° Report issued to bearers mentioned in the articles D. 214-32-12 and D. 214-32-15 monetary and financial code;
« 2° The list of assets transferred to the specialized professional fund governed by subsection 4 of subsection 1 of section 2 of chapter III of this title.
« Article 422-101
"I. ― For SICAV operations, the project is deposited in the Registry of the SICAV Headquarters Trade Court. Not later than eight days after that date, the auditors shall prepare a supplementary report on the terms and conditions for the operation, unless the shareholders have applied the transaction II of Article L. 236-10 of the Commercial Code.
"The board of directors or directors of each of the SICAV concerned shall communicate the project to the auditors of each SICAV at least forty-five days before the extraordinary general assemblies of SICAV pronouncing the operation. The operation is carried out by the boards of directors or the directors of the SICAV concerned, or their agents under the supervision of the respective auditors of the SICAV concerned. The reports of the auditors on the terms and conditions of the operation shall be made available to the shareholders no later than fifteen days before the date of the extraordinary general meetings.
"The creditors of the SICAV participating in the merger transaction and whose receivable is prior to the advertisement given to the merger project may file opposition to the merger within thirty days of the publication of the notice in the Official Civil and Commercial Ad Bulletin. At the latest, within eight days of the completion of the transaction, the auditors shall prepare a supplementary report on the final conditions of the transaction.
“II. ― For PF transactions, the project is filed at the office of the headquarters of the relevant PFB portfolio management companies.
"The board of directors or directories of each of the relevant PFB Portfolio Management Corporations shall communicate the project to the auditors of each PFB concerned at least forty-five days before the date determined by the Board of Directors or the manager of the relevant PFB Portfolio Management Corporation. The transaction is carried out by the FCP Portfolio Management Corporations, under the control of the respective FCP Auditors.
"CPF creditors participating in the merger transaction and whose receivable is prior to the advertisement given to the merger project may file opposition to the merger, within fifteen days of the date provided for in the transaction. At the latest, within eight days of the completion of the transaction, the auditors shall prepare a supplementary report on the final conditions of the transaction.
« Article 422-102
"Section 422-101 does not apply to the splitting of a CPF decided under the second paragraph of Article L. 214-24-41 of the Monetary and Financial Code.
« Article 422-103
"The obligation to redeem or issue shares and shares may be terminated by decision either of the Board of Directors or the Board of Directors of the SICAV, or of the FCP Portfolio Management Company, not more than fifteen days before the date for the transaction. The statutes of SICAV resulting from the operations mentioned in Article 422-16 are signed by their legal representatives. The CPA Regulation is established by the Portfolio Management Corporation.
"The carriers may obtain, without charge, the redemption of their shares or shares under the conditions set out in section 411-56.
« Article 422-104
"The carriers who would not be entitled, given the parity of exchange, to a whole number of shares or shares may obtain the refund of the breach or pay in cash the necessary complement to the allocation of an action or a whole share. These refunds or payments will not be reduced or increased by the costs and commissions of redemption or subscription.
“Paragraph 2
"General Investment Fund
masters or nurses
“Article 422-105
"The general-purpose foster investment fund can master a UCITS or an IAF referred to in II of Article L. 214-24-57 of the Monetary and Financial Code.
"When the CSA or the Master FIA is a foreign-law FIA, the approval of the general-purpose foster investment fund can only be issued if the CSA or Master FIA is subject to the control of a foreign authority with which the AMF has entered into an information and assistance exchange agreement adapted to the monitoring of these Master and Master FIAs and Masters, under the conditions provided for in the terms and conditions L. 632-1 and L. 632-7 monetary and financial code.
"The approval of the general-purpose fund requires the authorization to commercialize the OPCVM or the FIA master in France.
"Section 411-85-1 is applicable to general-purpose nursing investment funds governed by this paragraph.
“Subparagraph 1
"Convention for the exchange of information between master and nurse general investment funds or rules of internal conduct
« Article 422-106
"The General Feeding Investment Fund or the Portfolio Management Corporation that represents it concludes an information exchange agreement with the CSA or the Master IAF or the Portfolio Management Corporation that represents the latter pursuant to which the CSA or the Master IAF provides to the General Purpose Investment Fund all the documents and information necessary to ensure that the latter is able to meet its regulatory obligations.
"The content of this agreement is specified by an instruction from the AMF.
« Article 422-107
"When the CSA or the Master IAF and the Generally Feededed Investment Fund are managed by the same portfolio management corporation, the agreement may be replaced by internal rules of conduct ensuring compliance with the requirements set out in this section. The internal rules of conduct of the portfolio management company provide appropriate measures to limit conflicts of interest that may arise between the general-purpose feeder investment fund and the CSA or master IAF, or between the general-purpose feeder investment fund and other carriers of the CSA or master IAF, as long as this risk is not sufficiently covered by the measures taken by the companyArticle L. 533-10 (3°) of the monetary and financial code.
"The content of these rules of conduct is specified by an AMF instruction.
“Article 422-108
"The CSA or the Master FIA and the Generally Feededed Investment Fund shall take appropriate measures to coordinate the schedule of the calculation and publication of their net inventory value, in order to deviate the possibilities of arbitration transactions on their shares between the book value and the market value.
“Subparagraph 2
“Convention between depositaries
“Article 422-109
"Previously to the approval of the general purpose investment fund and to the investment by the fund in the shares or shares of the CSA or the master FIA, the depositaries of these UCITS or FIA enter into an exchange of information agreement in order to ensure the proper termination of the obligations of the two depositaries.
"This agreement must allow the depositaries of these UCITS or IAF to receive all documents and information relevant to the exercise of their missions.
"The content of this agreement is specified in an AMF instruction.
“Article 422-110
"When the CSA or the Master FIA or the Generally Feededed Investment Fund is established in a foreign State, the information exchange agreement between the custodians must include the same forecasts as the information exchange agreement between the CSA or the Master FIA and the Generally Feededed Investment Fund in respect of the law applicable to the contract and jurisdictional jurisdiction.
« Among the irregularities mentioned in II of Article L. 214-24-59 of the Monetary and Financial Code that the depositary of the CSA or Master IAF detects in the performance of its functions and that may have a negative impact on the Generally Feededed Investment Fund are, in a non-limitative manner:
“(a) Errors in calculating the net inventory value of the CSA or master FIA;
“(b) Mistakes made in transactions carried out by the general-purpose fund fed to purchase, subscribing or requesting the redemption or repayment of shares of the CSA or the master IAF, or in the settlement of such transactions;
"(c) Errors made in the payment or capitalization of income from the CSA or master IAF, or in the calculation of deductions from the relevant source;
"(d) Failures found in relation to the objectives, policy or investment strategy of the CSA or master IAF as described in its regulations or statutes, prospectus or, where applicable, key information document for the investor;
“e) Offences to investment and borrowing limits established by the regulation or regulation of the fund or the statutes of the SICAV, its prospectus or, where applicable, the key information document for the investor.
“Subparagraph 3
“Agreement between the accounts of the funds
general purpose investment master and nurse
“Article 422-111
"Previously to the approval of a general-purpose fund, the auditors of the UCITS or FIA masters and nurses enter into an information exchange agreement to allow the auditors of the UCITS or FIA masters and nurses to receive all the documents and information necessary to carry out their duties.
"The content of this agreement is specified by an instruction from the AMF.
"In its audit report, the Auditor of the Generally Feededed Investment Fund takes into account the audit report of the CSA or Master IAF.
"If the General Feeding Investment Fund and the CSA or the Master FIA have different accounting exercises, the Auditor of the CSA or Master FIA prepares an ad hoc report on the closing date of the General Feeding Investment Fund.
"The Auditor of the Generally Feededed Investment Fund shall, among other things, report on any irregularity reported in the audit report of the CSA or Master IAF and its impact on the Generally Feededed Investment Fund.
"When the UCITS or the master IAF is established in a foreign state, the exchange of information agreement between the auditors of the UCITS or the master IAF and the general-purpose fund must contain the same forecasts in respect of applicable law and jurisdiction as the agreement between the master and nurse CPOs and, where applicable, the agreement between the depositaries.
“Subparagraph 4
« Fees
“Article 422-112
"When, in connection with an investment in the shares of a UCITS or master FIA, a distribution fee, a commission or other monetary benefit are paid to the general-purpose fund, its portfolio management corporation or to any person acting on behalf of the latter or its portfolio management company, that royalty, commission or other monetary benefit is paid to the assets of the general-purpose investment fund.
“Article 422-113
"The CSA or the Master IAF does not charge any subscription fees or redemption fees for the acquisition or redemption of its shares by the Generally Feededed Investment Fund.
“Subparagraph 5
« Information
« Article 422-114
"The CSA or the Master IAF shall ensure that all information required under the applicable laws and regulations, regulations or statutes are made available in a timely manner to the general-purpose fund, or, where appropriate, its portfolio management corporation, as well as the AMF, the depositary and auditor of the general-purpose fund.
“Article 422-115
"I. ― The prospectus of the general-purpose fund provides that:
“(a) This is the feeder of a given UCITS or FIA master and that the assets of the latter are invested in all and permanently in shares or shares of a single UCITS or FIA known as master and as an accessory in deposits held in the strict limit of the needs related to the management of the flows of the general purpose investment fund. Where applicable, the prospectus also states that the general-purpose fund may enter into the financial contracts referred to in theArticle L. 214-24-55 of the Monetary and Financial Code ;
“(b) The objective and investment policy, as well as the risk profile of the general-purpose fund and information on whether the performance of the general-purpose fund and the CSA or the master FIA are identical, or to what extent and why they differ. The prospectus also contains a description of assets other than the shares or shares of the CSA or the Master FIA, in which the assets of the general-purpose fund may be invested;
"(c) A brief description of the UCITS or the master IAF, its organization and its objective and investment policy, including its risk profile and an indication of how it is possible to obtain the prospectus of the CSA or Master IAF;
"(d) A summary of the agreement between the general-purpose nursing investment fund and the CSA or the master FIA or the internal rules of conduct established in accordance with theArticle L. 214-24-58 of the Monetary and Financial Code ;
“e) How carriers can obtain additional information on the CSA or Master IAF and the above-mentioned agreement between the general-purpose fund and the CSA or Master IAF;
“(f) A description of the cost compensations and reimbursements due by the general purpose investment fund fed for its investment in shares or shares of the CSA or the master IAF, as well as a description of the total costs of the general purpose-generated investment fund and the CSA or the master IAF;
“(g) A description of the tax consequences of the investment in the shares or shares of the CSA or the master IAF for the general purpose-supported investment fund.
“II. ― The annual report of the Generally Feededed Investment Fund mentions the information specified by an AMF instruction as well as the total costs of the Generally Feeded Investment Fund and the CSA or the Master AIF.
"The annual and semi-annual reports of the Generally Feededed Investment Fund indicate how it is possible to obtain the annual and semi-annual reports of the CSA or master IAF.
"In addition to the requirements set out in sections 422-70,422-78 and 422-80, the General Feeding Investment Fund approved by the AMF sends to the AMF the prospectus, the key information document for the investor and, where applicable, all the changes made therein, as well as the annual and semi-annual reports of the CSA or Master AIF.
"A general-purpose fund indicates in all of its commercial communications concerned that it permanently invests all of its assets in shares or shares of a single UCITS or FIA said master, and as an accessory in deposits held in the strict limit of the needs related to the management of the flows of the general-purpose investment fund and, where applicable, that it may enter into financial contracts.
"The general-purpose fund provides free, upon request, investors with a hard copy of the prospectus and annual and semi-annual reports or the master IAF.
“Subparagraph 6
" Conversion of existing general-purpose investment funds into general-purpose, nourished investment funds and change of UCITS or master FIA
“Article 422-116
"I. ― A general-purpose investment fund that becomes fed by a master OPCVM or FIA, or a feeding general-purpose investment fund that changes OPCVM or FIA master provides the following information to its holders:
« 1° A statement indicating that the AMF has approved the investment of the latter in shares or shares of the said Master FIA;
« 2° The prospectus or, where applicable, the key information document for the investor referred to in section 422-67 of the general purpose nursing investment fund and the CSA or master IAF;
« 3° The date on which the general-purpose fund must begin to invest in the CSA or the master FIA or, if its assets are already invested, the date on which more than 20% of its assets will be invested in the shares or shares of this UCITS or IAF.
“II. ― General-purpose investment funds, alternative funds, general-purpose professional funds and joint investment funds and employee shareholding SICAV provide their carriers with a statement that they have the right to request, under the conditions set out in 4° of I of Article 411-98, the redemption or repayment of their shares or shares, without any costs other than those charged by the general investment fund this right takes effect from the time when the general-purpose fund provided the information referred to in this article.
“Subparagraph 7
« Mergers and scissions of the fund
general purpose investment master
« Article 422-117
"When merger, melting, splitting, splitting or absorption operations involve an ODCM or master FIA, the modification they involve for the general purpose nursing investment fund is subject to the AMF's approval under the conditions set out in section 411-101.
"The refusal of approval of the change in respect of the general purpose foster investment fund(s) leads to the dissolution of these funds unless they invest their assets in another UCITS or FIA master, no later than the day of the finalization of the aforementioned operations.
"The holders of a general-purpose fund benefit from the same information and free-of-charge exit opportunities as provided for in section 411-100.
“Article 422-118
"When the general purpose-supported investment fund changes COA or master FIA or converts to non-nursed CSA or FIA, it may redeem or repay all of its shares or shares of the CSA or master FIA prior to the merger or division of the CSA.
“Article 422-119
"When a general purpose investment fund, an alternative fund, a general purpose professional fund, a joint venture investment fund or an employee shareholding SICAV shall be nourished and that it shall change from OPCVM or FIA that is masterful of the liquidation, merger or division of its OPCVM or FIA master, it shall not affect the right of withdrawal without any costs of the holders by suspending
“Article 422-120
"The winding-up of a UCITS or FIA Master leads to the liquidation of a general purpose investment fund that is fed unless before the winding-up closes the latter invests in another UCITS or FIA Master or transforms itself into a non-nursed OPCVM or FIA.
"This operation is subject to the prior approval of the AMF under the conditions set out in section 411-104.
"The holders of the general-purpose fund benefit from the same information and protection as those provided for holders of general-purpose investment funds in the event of liquidation, as well as, more generally, those offered to the holders of the CSA or the Master FIA.
"The procedure to be followed in the event of the liquidation of an OPCVM or FIA master is specified by an AMF instruction.
“Section 2
« Capital Investment Fund
« Article 422-120-1
"Chapter I of this title and section 1 of this chapter, with the exception of the second to fifth paragraphs of I and II of section 422-11, sections 422-17,422-21 and 422-83, apply to the mutual funds for risk investments (RPPs) governed by the RRSPArticle L. 214-28 of the Monetary and Financial Code, including mutual funds for investments in innovation (FCPI) governed by Article L. 214-30 of the same code and the local investment funds (FIP) governed by Article L. 214-31 of the same code.
"These funds are also subject to the following provisions.
"Subsection 1
“Constitution and approval
« Article 422-120-2
"The licence term is reduced to eight working days for the so-called dedicated CFPRs referred to in theArticle L. 214-26-1 of the Monetary and Financial Code and, where appropriate, their compartments.
“Article 422-120-3
"The FCPR regulations may provide for categories of shares giving different rights to the net assets or to the products of the FCPR.
“Article 422-120-4
"The regulations of the FCPR specify the rights attached to the different categories of shares, the direction of its management, the rules that the Portfolio Management Corporation observes in the case that the FCPR reserves the opportunity to intervene in acquisitions or transfers of securities involving portfolios managed or advised by the Portfolio Management Corporation or related companies.
"An AMF instruction specifies the content of the sections of the regulations of the FCPR and the key information document for the investor.
“Article 422-120-5
"The shareholders of a fed FCPR who permanently invests all of its assets in an RPF are explicitly informed of the specific rules applicable to this type of feed fund.
"The terms of this information are specified in an AMF instruction.
"Subsection 2
« Operating rules
“Article 422-120-6
"An instruction from the AMF defines the conditions under which the AMF issues the accreditation during mutations affecting a FCPR. The licence term is eight working days for a mutation, twenty working days for a merger or split and fifteen working days for a mutation on a fed FIA.
“Article 422-120-7
"The FCPR may make or receive in-kind contributions other than those mentioned in section 422-25.
"When the contribution is made between an RPF and a company related to the fund's portfolio management company or between several RPFs managed by the same portfolio management company, these contributions may not relate to capital securities or debt securities held for more than 12 months. These contributions are assessed under the conditions set out in the regulations of the FCPR and in accordance with the rules of ethics of portfolio management companies involved in investment capital.
“Article 422-120-8
"A FCPR, a FCPI or an FIP can only be merged with another FCPR, FCPI or FIP respectively.
“Article 422-120-9
"In the event of a merger, amalgamation, splitting or absorption of one or more CFPRs or one or more CFPR compartments, CFPR holders may obtain the redemption of their shares under the conditions fixed by an AMF instruction.
"This faculty does not apply to holders of shares of FCPR during the period referred to in the VII of Article L. 214-28 of the Monetary and Financial Code.
« Article 422-120-10
"When a FCPR issues different shares, the liquidative value of each type of share, issued at the first total or partial release of their subscription price or at subsequent release, is obtained by dividing the share of the net asset corresponding to the type of share concerned by the number of shares whose characteristics are identical. The calculation methods are explained in the prospectus and the regulations of the FCPR.
« Article 422-120-11
"The net amount of fees paid by the Portfolio Management Corporation on the basis of advisory benefits provided to companies with a PRAF holding securities leads to a decrease, on the basis of the inmate interest, of the commission to which the Portfolio Management Corporation is entitled in the management of that fund.
"An instruction from the AMF specifies the terms and conditions of information of the holders of shares of the FCPR regarding these fees.
"Subsection 3
“Public information
« Article 422-120-12
"The CFPR prospectus is composed of the regulations of the FCPR, the content of which, in particular for information relating to costs, is determined by an instruction of the AMF.
"When the regulation of a FCPR provides for the allocation of shares of surplus-values under the conditions fixed to fourth and fifth paragraphs of Article R. 214-44 of the Monetary and Financial Code, the regulation must present the characteristics of these shares, the risk taken by their carriers and the nature of these carriers as long as they are not only the portfolio management company, its executives and its employees.
“Article 422-120-13
"The FCPR regulations may provide that the FCPR only publishes its liquidative value at least twice a year.
“Article 422-120-14
"When the FCPR regulations provide for the possibility for carriers to request the early redemption of their shares in the event of a transfer, the redemption shall not cause any costs to the carriers.
“Section 3
“Real collective investment organizations
“Article 422-121
"Unless otherwise provided, Chapter I of this Title applies to real estate collective investment organizations (CIFs).
« Article 422-121-1
"The provisions of this section are subject to the provisions of OPCI governed by paragraph 3 of subsection 2 of chapter IV, section 2, of the monetary and financial code, and their portfolio management company and external evaluation experts.
“Article 422-122
"The term "OPCI" means either a real estate investment company with variable capital (SPPICAV) or a real estate investment fund (FPI).
"The term "bearer" means the holder of shares of FPI or the shareholder of SPPICAV.
« Article 422-123
"The constitution of a SPPICAV is subject to Articles 422-4,422-5 and 422-9. The constitution of an IPF is subject to Article 422-13.
« Article 422-124
"The settlement of the planned fundArticle L. 214-73 of the monetary and financial code mentions the duration of the FPI.
« Article 422-125
"The approval of an OPCI, planned forArticle L. 214-35 of the monetary and financial codeand, where applicable, the approval of each compartment, as provided for in Article L. 214-85 of the same code, shall be subject to the procedure referred to in I of Article 422-7, when it is a SPPICAV, and to the procedure referred to in I of Article 422-11, when it is an FPI.
“Article 422-126
"Without prejudice to theArticle L. 214-24-1 of the Monetary and Financial Code, the marketing of OPCI shares or shares and, if any, of their compartments may only intervene after notification of approval by the AMF. This notification shall be subject to the conditions referred to in Article 422-10 when it is a SPPICAV and the first paragraph of Article 422-15 when it is an FPI.
« Article 422-127
"The prospectus may include, within the same OPCI or in the same compartment, different classes of shares or shares under the conditions referred to in section 422-23 except 1°.
« Article 422-128
"The shares or shares of OPCI are issued at any time at the request of the holders on the basis of the liquidative value established after the deadline for centralization of applications for subscription, increased:
« 1° Variable part of the subscription commission referred to in Article 422-129;
« 2° If applicable, the subscription commission.
"The shares or shares of OPCI are redeemed at any time at the request of the holders on the basis of the liquidative value established after the centralization date of the redemption requests, reduced, if any, of the redemption commissions.
« Article 422-129
"Without prejudice to sections 314-77 and 314-78 or 319-12 and 319-13, the subscription commission shall have a variable share acquired to the CIPO with the purpose of covering the costs and taxes relating to the acquisition or disposal of assets referred to in the IPOs. 1° to 3° of Article L. 214-36 of the monetary and financial code.
"The methods for calculating this variable share are expressly mentioned in the OPCI prospectus.
“Article 422-130
"The prospectus and key information document for the CIPO investor indicate:
« 1° The date and time limit for centralization of orders for subscription and redemption of shares or shares of the CIPO;
« 2° The date of establishing the liquidative value;
« 3° The date on which the liquidative value will be calculated and published at the latest.
"The prospectus and key information document for the CIPO investor also indicate the maximum period between the date of centralization of the order of subscription or redemption and the date of delivery or settlement of shares or shares by the depositary. This period cannot exceed six months.
“Article 422-131
"The prospectus defines objective situations leading to the provisional closure of subscriptions, in particular where a maximum number of shares or shares is issued or when a maximum amount of assets is reached.
“Article 422-132
"When reserved, by the prospectus, to twenty carriers at most or to a category of investors whose characteristics are defined precisely in its prospectus, CIPO may cease to issue shares or shares.
“Article 422-133
"In the event of the exercise of the faculty to suspend the redemptions provided for in the articles L. 214-67-1 and L. 214-77 the monetary and financial code, the Portfolio Management Company shall inform the AMF and the holders of the CIPO of the reasons and modalities for the suspension of redemptions by the time of its implementation.
“Article 422-134
"The redemption of the shares of the bearer mentioned to theArticle L. 214-45 of the monetary and financial code may be suspended if the CIPO statutes or regulations provide for it and the claim for redemption exceeds 2% of the number of shares or shares of the CIPO. In this case, the CIPO prospectus indicates:
« 1° The objective conditions justifying the non-execution of the holder's redemption requests;
« 2° The possibility and conditions allowing the portfolio management company to split the execution of the redemption request;
« 3° The carrier's terms of information.
“Article 422-134-1
"The redemption of the shares of the bearer mentioned to theArticle L. 214-61-1 of the monetary and financial code may be suspended where the CIPO statutes or regulations provide for it. In this case, the CIPO prospectus indicates:
« 1° The conditions under which the OPCI may resort to this faculty;
« 2° The modalities for the implementation of this faculty;
« 3° The terms and conditions of information of the holders when the redemptions of shares or shares are suspended.
“Article 422-135
"Every carrier must inform, at the time of the subscription, the portfolio management corporation as soon as it reaches the 10% threshold of the shares or shares of the CIPO.
"This threshold is valued based on the number of shares issued by OPCI.
"The number of shares is published by the portfolio management company on its website when each liquidative value is published.
“Article 422-136
"When the asset remains, for twenty-four consecutive months, less than the amount referred to in theArticle D. 214-118 of the Monetary and Financial Codethe liquidation of the CIPO or any of the transactions referred to in sections L. 214-66 and L. 214-76 of the said Code is carried out.
"When the OPCI has compartments, the provisions of this section apply to each compartment.
“Article 422-137
"In-kind contributions can only cover the assets mentioned in I of Article L. 214-36 of the Monetary and Financial Codewith the exception of the assets mentioned in 9° of I of the said article.
"The information of the carriers mentioned in the articles L. 214-66 and L. 214-76 the monetary and financial code must be clear and accurate. It is the subject of effective dissemination to carriers under the conditions specified in an AMF instruction.
“Article 422-138
"There are two types of changes in OPCI's life:
« 1° The amendments submitted for approval called "transitions"; these are transformations and merging operations, splitting, dissolution, liquidation;
« 2° Amendments not subject to approval called "changes".
"The terms and conditions of the carriers' information as well as the conditions under which they may obtain the redemption of their shares or shares are defined in an AMF instruction.
“Article 422-139
"An instruction from the AMF specifies the conditions under which the AMF issues accreditation during mutations affecting an OPCI and its compartments. The licence term is eight working days except for merger and split operations for which this period is extended to twenty working days.
« Article 422-140
"Any merger, splitting or absorption project involving one or more OPCIs or one or more OPCI compartments shall be decided by the board of directors or the board of directors of the SPPICAV, or by the portfolio management company of the FPI, or, where the SPPICAV is a simplified equity company, by the executives of that company. It is subject to the prior approval of the AMF under the conditions set out in sections 422-123 to 422-125.
"The merging or splitting project specifies, as the case may be, the name, head office and the registration number in the trade and corporate register, the relevant PICMS and the name or name of the PIP as well as the name, head office and registration number in the trade register of the (or) management company (s).
"It also specifies the reasons, objectives and conditions of the transaction and the value of the real estate assets mentioned in the 1° to 3° of Article L. 214-36 of the monetary and financial code. He mentions the date on which the extraordinary general assemblies of the SPPICAV concerned will be led to decide on the exchange parities of shares and shares.
“Article 422-141
"The proposed merger, splitting or absorption is deposited at the office of the trading court of the companies concerned.
"The board of directors or the board of each of the companies concerned shall communicate the project to the auditors of each company or of each SPPICAV concerned at least forty-five days before the extraordinary general assemblies of the SPPICAVs pronouncing the transaction or the date fixed by the board of directors or the board of the portfolio management company of the FPI concerned. The operation shall be carried out by the boards of directors or the directors of the concerned SPPICAV, or their agents, as well as, where appropriate, by the management companies of the IPF, under the supervision of the respective auditors of the relevant OPCIs. The reports of the legal controllers mentioned in theArticle R. 214-126 of the Monetary and Financial Code shall be made available to bearers no later than eight days before the date of the extraordinary general assemblies or, in the case of FPIs, by the management company(s).
“Article 422-142
"The obligation to issue shares or shares at any time may be suspended by a decision of either the board of directors or the directorate of the SPPICAV, or the portfolio management company of the FPI, no later than fifteen days before the date for the realization of any of the transactions referred to in the article L. 214-66 or L. 214-76 monetary and financial code. The statutes of the SPPICAV resulting from one of these operations are signed by their legal representatives.
"The IF Regulation is established by the Portfolio Management Company.
"The carriers have a period of six months to obtain the free purchase of their shares or shares.
"A carrier who would not be entitled, given the parity of exchange, to a whole number of shares or shares may obtain the refund of the breach or pay in cash the necessary complement to the allocation of an action or of a whole share. These refunds or payments are neither diminished nor increased the costs and commissions of redemption or subscription.
“Article 422-143
"In the liquidation of an OPCI or, where appropriate, a compartment, the External Auditor shall prepare a report on the valuation of assets and the conditions of liquidation and transactions that have occurred since the end of the previous year. This report is made available to carriers and transmitted to the AMF.
“Article 422-144
"When the OPCI includes compartments, the FPI regulations or the SPPICAV statutes specify the terms and conditions for the distribution of assets in the event of the liquidation of the compartments.
“Article 422-145
"The terms and conditions of liquidation and the terms and conditions of distribution of assets shall be determined by the FPI Regulation or the statutes of the SPPICAV. The FPI regulation or the statutes of the SPPICAV may, inter alia, provide that the redemption may be made in kind when the liquidation is effected by redemption of shares or shares.
"When the obligation for the amount of the net assets provided for in theArticle L. 214-47 of the Monetary and Financial Code is no longer completed, the repayment of the carriers is made within the following deadlines from the date of the transfer finding the liquidation:
« 1° Five days for an FPI and two months for a SPPICAV when they do not hold real estate assets mentioned to 1° to 3° of Article L. 214-36 of the monetary and financial code ;
« 2° Twelve months in other cases.
“Article 422-146
"OICs affected by changes must make a statement to the AMF in the manner specified in an AMF instruction.
“Article 422-147
"The members of the Supervisory Board are elected by the holders of parts of the FPI and among them.
"For the purpose of this election, the portfolio management company makes a call for applications that it publishes on its website and in the periodic information document.
"FPI shareholders respond to this call for applications on the portfolio management company's website within three months of its publication.
"The application includes the elements to justify the candidate's independence with respect to the portfolio management company and the companies that are related to him or her within the meaning ofArticle R. 214-43 of the monetary and financial code.
"A natural or legal person may not simultaneously exercise more than five mandates as a member of the IPF's supervisory board. However, IPF regulations can reduce the number of mandates.
"The exercise of a mandate is incompatible with the exercise of any other function likely to create a conflict of interest.
"The IPF regulations may provide for an age limit for members of the supervisory board.
“Article 422-148
"The shareholders directly elect the members of the supervisory board in accordance with the terms and conditions set out in the settlement of the fund.
"The election of members of the Supervisory Board shall take place at least every three years.
"The porters can vote by correspondence.
“Article 422-149
"When the FPI regulations provide that the carriers are assembled to elect the members of the supervisory board, the carriers are summoned by the portfolio management company at least fifteen working days before the date of the meeting, by letter or, subject to the carrier's agreement, by e-mail.
"This summons provides the means of voting by correspondence.
« Article 422-150
"The voting rights of each carrier are proportional to the number of shares of the IPF he holds.
“Article 422-151
"When the number of applications does not exceed the number of positions to be filled, candidates are appointed ex officio members of the Supervisory Board.
“Article 422-152
"The term of the Supervisory Board member is three years; the term is renewable twice.
"In the event of the death or resignation of a member of the Supervisory Board leading to a number of members below the number provided for in the Fund's Regulations, the Supervisory Board shall make a provisional appointment to replace the vacant member until the expiry of its mandate.
"This appointment takes place within three months of the day the vacancy occurs.
"The candidates who obtained the largest number of votes in the previous election are appointed after those already appointed to the Supervisory Board.
"The settlement of the fund may provide for a partial renewal of the members of the Supervisory Board at each election under section 422-147.
“Article 422-153
"At the first meeting following the election or designation of new members, the Supervisory Board shall elect its chair by a simple majority.
“Article 422-154
"The settlement of the fund sets out the rules for the convocation and deliberation of the supervisory board and the conditions under which a member of the board may be represented by another member at a meeting of the board.
"Each member has a right to vote. In the event of a vote-sharing, the president's vote is preponderant.
“Article 422-155
"The Supervisory Board shall meet at least twice a year on the convocation of its President or on a reasoned request of at least one third of its members.
"The first meeting of the supervisory board following the constitution of the OPCI shall be held no later than twelve months after the approval of the OPCI.
"The Supervisory Board only deliberates validly if at least half of its members are present.
"The Chair fixes the agenda of the session that can be completed at the request of a member until the day before the session.
"There is a record of presence of members of the supervisory board.
"The deliberations of the Supervisory Board are found in a record.
“Article 422-156
"The prospectus determines the maximum amount of money allocated annually to all expenditures related to the operation of the supervisory board.
"Beyond this amount, these expenses are borne by the CIPO on the basis of the supporting documentation provided by the President of the Supervisory Board to the Portfolio Management Corporation.
“The Fund’s settlement lists these expenses, including:
« 1° Where applicable, the details of the elements of compensation received by its members;
« 2° Training fees for board members.
“Article 422-157
"The Supervisory Board may request the Portfolio Management Corporation to provide a maximum of two working days for board members appointed for less than one year.
“Article 422-158
"The Portfolio Management Corporation shall make available to the Supervisory Board the premises necessary for the holding of meetings, as well as the staff and technical means to ensure the secretariat of the Board.
“Article 422-159
"On the occasion of the preparation of its reports, the supervisory board may request any additional useful information to the portfolio management company that is required to respond in writing within eight working days.
« Article 422-160
"The monitoring board reports are approved by a simple majority of its members.
“Article 422-161
"The reports of the Supervisory Board shall be made available to bearers under the conditions set out in the Fund's Regulations.
"When a carrier requests a paper-based report, the costs associated with his mailing may be charged.
“Article 422-162
« Assets other than those mentioned in 1° to 3° of Article L. 214-36 of the monetary and financial code are assessed in accordance with sections 422-26 to 422-27.
“Article 422-163
"The portfolio management company assesses the assets referred to in 1° to 3° of Article L. 214-36 of the monetary and financial code each day of liquidating value.
"This evaluation is carried out at market value.
"The portfolio management company has established controllable and formalized procedures to justify the determination of the value.
“Article 422-164
"The Portfolio Management Corporation shall establish for the assets referred to in 1° of Article L. 214-36 of the monetary and financial codea plan of work to be carried out within five years. This plan is updated according to a periodicity adapted to the characteristics of these assets and is available to the AMF.
"When the portfolio management company does not comply with the work plan, it justifies the reasons in the report referred to in the report third paragraph of Article L. 214-50 of the Monetary and Financial Code.
“Article 422-165
"I. ― The value of real estate assets mentioned in 1° of Article L. 214-36 of the monetary and financial code and real property or rights held directly or indirectly by the companies mentioned in 2° and 3° of I of the same article and which meet the conditions laid down by theArticle R. 214-83 of the Monetary and Financial Code is determined as follows:
« 1° At least four times a year and three months apart, each asset is assessed by two external evaluation experts designated by the portfolio management company that sets their mission. One of the external evaluation experts determines the value of the asset and the other conducts a critical review of that value.
« 2° Once a year, each asset is subject to annual real estate expertise by an external evaluation expert.
"Each external evaluation expert proceeds alternately, from one exercise on the other, to the real estate expertise of the same asset.
"The Portfolio Management Corporation shall establish and communicate to the Legal Account Controller a plan specifying the terms and conditions of application of this section.
“II. ― For the determination of the value of real property and rights indirectly held by the companies referred to in 2° and 3° of Article L. 214-36 of the monetary and financial code which do not meet the conditions set out in 2° and 3° of Article R. 214-83 of the same code, the external evaluation experts proceed to the critical examination of the valuation methods used by the portfolio management company to determine the value of the assets and the relevance of the asset. This critical examination takes place at least four times a year, at three intervals.
“Article 422-166
"For each real estate asset mentioned in 1° of Article L. 214-36 of the monetary and financial code and real property or law held directly or indirectly by the companies mentioned in 2° and 3° of I of the same article, the external experts shall prepare a document detailing:
« 1° For assets that meet the conditions posed by theArticle R. 214-83 of the Monetary and Financial Code, on the one hand, the methodology used and the value determined by the external expert in assessing the value of the asset and, on the other hand, the procedure and controls performed by external expert in a critical review of that value.
"The external valuation expert conducting a critical value review transmits this document to the portfolio management company, the depositary and, at the end of each calendar semester as well as the closing of the accounts, the legal account controller.
« 2° For assets that do not meet the requirements of Article R. 214-83 of the same code, the procedure and controls performed by external experts in the evaluation.
"External evaluation experts transmit this document to the Portfolio Management Corporation, the Depositary and, at the end of each calendar semester as well as the closing of the accounts, the External Auditor.
“Article 422-167
"Each external expert in evaluation has established a procedure to report the difficulties encountered in carrying out his mission. These difficulties are immediately brought to the attention of the depositary, the portfolio management company, the auditor and the AMF.
“Article 422-168
"At the end of the year, external evaluation experts jointly prepare the synthesis report referred to in theArticle L. 214-55 of the Monetary and Financial Code. This report reflects all of their interventions during the course of the exercise and implementation of the procedure referred to in section 422-165.
“Article 422-169
"The OPCI annual report contains the elements provided by an AMF instruction.
“Article 422-170
"When shares or shares of an OPCI are denominated in different currencies, the accounting motto for the assets of the OPCI or, where applicable, the compartment is unique.
“Article 422-171
"The CIPO's annual accounts are presented in accordance with the current accounting plan.
“Article 422-172
"The annual accounts, the asset inventory, the reports of the OPCI auditors, the report of the Board of Directors or the Director of the SPPICAV or the report of the FPI Supervisory Board are made available to bearers at the head office of the portfolio management company. They are addressed to all carriers who request it within eight working days of receipt of the application. Subject to the carrier's agreement, this shipment may be made electronically.
“Article 422-173
"The board of directors, or the directorate of the PPSICAV, or the portfolio management company of the IPF, or, where the PPSICAV is a simplified equity corporation, the directors of that corporation set the amount and date of distributions provided for in the articles L. 214-69 and L. 214-81 monetary and financial code.
"The Board of Directors, or the SPPICAV Executive Board, or the FPI Portfolio Management Company, or, where the SPPICAV is a simplified equity corporation, the directors of this company may decide to distribute one or more deposits on the basis of a balance sheet and an income account.
« Article 422-174
"When the OPCI reserved for a maximum of twenty subscribers or an investor category referred to in section 422-132 makes use of the exemption provided for in theArticle R. 214-120 of the Monetary and Financial Code, the period of redemption of the shares or shares of the organizations mentioned in 2° of this article is not more than sixty days.
“Article 422-175
"The investment limits set out in the articles R. 214-96 and R. 214-97 the monetary and financial code are not applicable when the OPCI invests in OPCVMs invested exclusively in instruments mentioned in 1° to 3° of Article R. 214-93 of the said Code.
“Article 422-176
"The calculation of the beneficiary's debt on the OPCI referred to in theArticle R. 214-10 of the Monetary and Financial Code is carried out in accordance with the terms referred to in section 422-31.
"The assessment of property or rights that constitute the guarantee granted by the CIPO referred to in theArticle R. 214-109 of the Monetary and Financial Code is carried out in accordance with the terms referred to in section 422-32.
"The calculation of the undertaking referred to in theArticle R. 214-112 of the Monetary and Financial Code shall be carried out in accordance with the terms referred to in Articles 422-51 to 422-64.
“Article 422-177
"I. ― For any OPCI, a key information document is prepared for the investor in accordance with sections 422-67 to 422-70.
"OICs constituted before October 3, 2011 establish a key information document for the investor to replace the simplified prospectus by July 1, 2013.
"The content of the information mentioned in the key information document for the investor is specified by an AMF instruction.
“II. - By derogation from the provisions of I, IPOs that reserve the subscription or acquisition of their shares or shares pursuant to II of Article L. 214-35 of the Monetary and Financial Code, may establish only a prospectus whose content is specified by an AMF instruction, subject to the unanimous agreement of their direct or indirect carriers.
"In this case, for the purposes of sections 422-86 to 422-89, the reference to the key information document for the investor is replaced by the reference to the prospectus.
“Article 422-178
"For any OPCI, a prospectus is established in accordance with sections 422-71,422-73,422-74,422-76 and 422-77 submitted for approval by the AMF.
"The prospectus describes the CIPO's investment policy and its management objectives. The content of the information referred to in the prospectus is specified in an AMF instruction.
“Article 422-179
"The prospectus describes all costs incurred by OPCI carriers or CIPO, including all taxes, including:
« 1° For the commissions supported by the carrier:
“(a) The maximum rate of the unacquired subscription and redemption share at CIPO;
“(b) The rate of the share of the commission acquired at OPCI and the conditions under which this rate can be reduced;
« 2° For costs incurred by OPCI:
“(a) The various elements of the costs and commissions related to the management of the assets referred to in 1° to 3° of Article L. 214-36 of the monetary and financial code ;
“(b) Items provided for in 2° of Article 422-72 concerning the management of assets other than those mentioned in a.
« Article 422-180
"When OPCI includes compartments, the prospectus describes the characteristics of OPCI and each compartment.
“Article 422-181
"The Portfolio Management Company is responsible for the content of the prospectus forwarded to the AMF for the purpose of placing it online on its site.
“Article 422-182
"The prospectus, the liquidative value, the last annual report and the last periodic information document must be posted on the portfolio management company's website.
"When a person requests to receive these documents in hard copy, they are sent to him within one week of receipt of the request and the costs associated with their mailing may be charged.
“Article 422-183
"I. ― Sections 422-86 to 422-91 are applicable to the distribution of shares or shares of the OPCI.
“II. ― The person who sells shares or shares of CIPO shall ensure that the investor meets the terms and conditions of subscription referred to in section 422-132.
"When the portfolio management company has entered into a contract to distribute shares or shares of OPCI, this contract provides the conditions under which the investor accesses the prospectus and key information document for the investor, the IPF regulations or the IPSPC statutes as well as the last annual report and the last periodic report of the IPOA.
“Article 422-184
"OICs must prepare a periodic information document referred to inArticle L. 214-53 of the Monetary and Financial Code, known as the semi-annual report, at the end of the first semester.
"The content of this semi-annual report is specified in an AMF instruction.
"When OPCI has compartments, the semi-annual reports are also prepared for each compartment.
"The semi-annual report is published no later than eight weeks after the end of the first semester.
« Article 422-185
"The portfolio management company publishes on its website the transactions on the securities of the OPCI carried out over the past 12 months, the list of which is specified by an instruction of the AMF.
“Article 422-186
"OICs are required to establish their liquidative value. This liquidative value is established and published according to a periodicity adapted to the management policy of OPCI, the nature of the assets held and the nature of the subscribers. OPCIs establish and publish their liquidative value at least every six months and at least twice a month.
"When the prospectus provides that the time limit between two liquidative values exceeds three months, CIPO publishes an estimated value referred to in section 422-73 at least every three months.
"The prospectus specifies the time frame for the establishment and publication of the liquidative value, the method of assessment and the selected reference schedule.
"When a liquidative value is published, the subscriptions and redemptions of shares or shares of OPCI must be made on the basis of this value, under the conditions fixed by the prospectus.
"This section is applicable to each compartment.
« Article 422-187
"The liquidative value is transmitted to the AMF on the very day of its determination on the terms fixed by an AMF instruction.
"When the OPCI issues different categories of shares or shares, the liquidative value of the shares of each class is obtained by dividing the share of the net assets corresponding to the class of shares concerned by the number of shares of that class.
"The terms and conditions for calculating the liquidative value of the CIPO's share categories are explained in the prospectus.
"Any amendment is subject to the AMF's approval.
“Article 422-188
"The liquidative value is obtained by dividing the OPCI's net assets by the number of shares or shares issued.
“Section 4
“Civil Real Estate Investment Corporations
and forest saving companies
“Paragraph 1
“General Regime
“Article 422-189
"Unless otherwise provided, Chapter I of this Title applies to civil real estate investment companies (CIPs) or to forest saving companies (FSAs).
“Article 422-189-1
"The initial capital of a SCPI or SEF is fully subscribed and released by the founding members without offering to the public"; the representative shares are inalienable for three years from the date of issuance of the AMF visa.
« Article 422-190
"The warranty provided by theArticle L. 214-86 of the Monetary and Financial Code is given by a bank.
"It can be in the form of a personal and solidarity bond of the SCPI or the SEF with renunciation for the benefit of discussion and division.
"The text of the bank guarantee issued is submitted to the AMF for approval during the visa application. This guarantee is mentioned in the information note.
“Article 422-191
"When, at the end of the legal period of one year for SCPIs and two years for SEFs, the conditions fixed by the first paragraph of Article L. 214-116 of the Monetary and Financial Code for SCPIs, and by article L. 214-123 of the same code for SEFs, are not completed, the management company must inform the AMF within fifteen days and the bank, indicating to it the list of subscribers and the amounts to be refunded.
"This information is made by registered letter with a request for notice of receipt that specifies the date of holding of the extraordinary general assembly to decide the dissolution of the society.
"The assembly must be convened within two months of the expiration of the legal period of one year.
"The reimbursement of associates must be made within a maximum period of six months, from the date of holding of the extraordinary general assembly referred to above.
"The bank guarantee will not be able to provide a date of termination prior to the expiration of this six-month period.
« Article 422-192
"I. ― SCPI or SEF can only offer to the public if it has:
« 1° Prepare an information note referred to by the AMF;
"2° Prepare a subscription bulletin.
“II. ― The first offer to the public is also subject to:
« 1° The subscription of the original capital by the founders;
« 2° Accreditation of the management company;
« 3° Acceptance of the submitted external real estate assessment expert or forest experts;
« 4° Approval of the bank guarantee referred to in section 422-190.
« Article 422-193
"An information note is established:
« 1° Presumably "at the first offer to the public";
« 2° When the difference between the subscription price from SCPI or SEF and the replenishment value reduced to a notified portion to the AMF is greater than 10%;
« 3° When substantial changes within the ISC or the EFS or management company require the update of the information note.
« Article 422-194
"A visa application must be preceded by an authorization of the extraordinary general assembly made on the basis of a report prepared by the management company in case:
« 1° Remitting new shares after more than three years without capital increase. In this case, the report of the management corporation must be covered by the auditor;
« 2° Change of the initial investment policy.
« Article 422-195
"When the AMF finds that the information note no longer corresponds to the actual situation of the SCPI or the SEF, and after the fact remains unsuccessful of regularizing the situation, the visa granted to the information note is withdrawn.
"The reasoned decision to withdraw a visa is notified to the management company of the SCPI or the SEF who informs the supervisory board.
"This measure leads to the prohibition of proposing to the public the acquisition or subscription of shares of SCPI or SEF.
« Article 422-196
"In the event of an increase in capital, before any measure of advertising for subscription to new shares and before any subscription to these shares, the issuance of new shares shall be the subject of a notice in the form specified by an instruction of the AMF.
"The prospectus, circulars, posters and advertisements in newspapers informing the public of the offer of assignment of shares or the issuance of shares very apparent mention of the existence of the information document provided for in theArticle L. 412-1 of the Monetary and Financial Code.
"Companies that have opted for the variability of capital under the conditions set out inArticle L. 231-1 of the Commercial Code publish a notice relating to the terms and conditions of subscription or withdrawal during any change of these conditions (price, enjoyment...), in the same manner and the same time as those provided in the first paragraph.
"The information contained in the notice is further communicated to the holders of shares six days at least before the opening date of the subscription by ordinary letter.
« Article 422-197
"In the event of issuance of new shares, each subscriber receives, prior to the subscription, a complete file including:
« 1° The statutes of society;
« 2° The valid information note referred to by the AMF, updated as applicable, printed in easily readable characters;
« 3° The Subscription Bulletin containing the guidance provided by the instruction under this paragraph;
« 4° The last annual report;
« 5° The last quarterly newsletter.
"A subscription of shares is found in a subscription bulletin dated and signed by the subscriber or his agent who writes in all letters the number of titles subscribed. A copy of this newsletter is given to him.
« Article 422-198
"The agreements between the SCPI or the SEF and their management company or any partner of these are approved by the ordinary general assembly of the partners.
"The rate, attitude or other elements of the remuneration of the management company may be provided for by the statutes of the SCPI or SEF. If not, the specific conditions of pay are determined by a particular agreement between the management company and the SCPI or the SEF and approved by the ordinary general assembly.
"The conditions of remuneration of the management company are communicated to the subscribers in the information note referred to by the AMF.
"All commissions or remuneration received by the management company must be defined in the information note.
« Article 422-199
"The Supervisory Board shall issue an opinion on the draft resolutions submitted by the management company to the partners.
"He refrains from any act of management; in the event of a failure of the management company, it shall convene without delay a general meeting to replace it.
« Article 422-200
"On the occasion of the General Assembly ruling on the accounts of the third full social exercise, the Supervisory Board is renewed in full to allow the widest possible representation of associates who do not have a connection with the founders.
"The maximum term of office of representatives to the Supervisory Board is limited to three years.
“Article 422-201
"The management company observes strict neutrality in the conduct of operations for the designation of members of the supervisory board.
"Previously for the convening of the meeting to appoint new members of the Supervisory Board, the Management Society makes a call for applications to ensure that the non-founding partners are represented as widely as possible.
"In the voting on the appointment of members of the supervisory board, only the votes cast by the associates present and the votes by correspondence are taken into account.
"The list of candidates is presented in a resolution. The elected candidates are those who obtained the largest number of votes, within the limit of the number of posts to be filled.
“Article 422-202
"The ordinary general meeting to be deliberated on the annual accounts shall be held at least once a year within six months of the year's closing, subject to an extension of that time by way of justice.
“Article 422-203
"The management company cannot, on behalf of the SCPI or the SEF, enter into borrowings, assume debts or carry out acquisitions payable in the term, if not within the maximum amount.
"The General Meeting of Associates sets this amount so that it is compatible with the CIPC's repayment capabilities on the basis of its regular revenues for borrowings and debts, and with its commitment capabilities for future acquisitions payable.
"In the event of the sale of one or more elements of the company's rental real estate heritage and when the funds are not reinvested, the General Assembly is the only competent authority to decide the allocation of the proceeds of the sale to:
« 1° The total or partial distribution with, if applicable, depreciation of the mark of the shares;
« 2° Reimbursement funds under sections 422-40 to 422-42.
"In the event of the sale of one or more elements of the forest heritage of the company and when the funds are not reinvested, the General Assembly is only competent to decide on the allocation of the proceeds of the sale to the total or partial distribution with, if any, depreciation of the nominal shares.
“Article 422-204
"For the purposes of this section:
« 1° The term "order" referred to inArticle L. 214-93 of the Monetary and Financial Code means any warrant for the purchase or sale of shares of SCPI or SEF to the management company or to an intermediary;
« 2° The term "intermediate" means any person other than the management corporation who, on the basis of his or her professional activity, is entitled to receive a purchase or sale warrant covering shares of SCPI or SEF;
« 3° The term "person" means a natural or legal person.
“Article 422-205
"The orders are, barely null and void, registered on a register held at the company's headquarters under the conditions fixed by an AMF instruction.
"The validity of a sales order is twelve months. The partner who gave or transmitted the order must be previously informed of the expiry of the order. The period of validity of the order may be extended by a maximum of 12 months upon express request from the partner.
"The registration of orders in the register referred to in the first paragraph of a variable capital CIP or EFS is an appropriate measure within the meaning of II of Article L. 214-93 of the Monetary and Financial Code. The application of this measure entails the suspension of withdrawal requests.
“Article 422-206
"The management company or the intermediary is required to forward to any person who makes the request the five highest purchase prices and the five lowest selling prices on the register as well as the quantities requested and offered at these prices.
"As soon as they are received by the management company or the intermediary, orders are registered to re-enact the processing stages of each order and its various executions.
“Article 422-207
"The intermediary shall verify before their transmission to the management company that the orders have the characteristics provided by an AMF instruction.
"The intermediary transmits orders to the management company without making the sum of orders of the same meaning and of the same limit or compensates for orders of purchase and sale.
“Article 422-208
“The management company can as a cover:
« 1° Subordinate the registration of purchase orders to a payment of funds under the conditions specified by an AMF instruction;
« 2° Either set a time limit for receipt of funds at the expiry of which orders on the registry are cancelled, if funds are not paid. In this case, funds must be received no later than the day before the execution price is established.
“Article 422-209
"The horodate management company is the orders that are forwarded to it after verifying that they meet the registration requirements.
"It lists them on the register referred to in section 422-205 in a chronological manner.
“Article 422-210
"The management company first ensures the establishment of the enforcement price that there is no obstacle to the execution of orders of sale.
"In particular, it checks that the assignor has sufficient authority to dispose of the shares he holds and the amount necessary to honor his order of sale if he was executed.
“Article 422-211
"The management company may, by reasoned decision and under its responsibility, suspend the registration of orders on the registry after having informed the AMF.
"When the suspension is motivated by the occurrence of an important event that could, if known to the public, have a significant impact on the enforcement price of the shares or the situation and the rights of the partners, the management company shall cancel the orders on the register and individually inform its order donors or intermediaries.
"The management company shall ensure, by any appropriate means, the effective and full dissemination of this decision motivated in the public.
“Article 422-212
"The change in the periodicity set out in section 422-229 for SCPIs and 423-243 for SEFs must be driven by market constraints.
"The management company shall bring this amendment to the attention of order donors and intermediaries and the public, at least six days before its effective date.
"The terms and conditions for disseminating this information in the public are specified in the information note.
“Article 422-213
"The execution price is the one to which the largest quantity of shares can be exchanged.
"If several prices can, at the same time, be established on the basis of this first criterion, the enforcement price is that for which the number of untraded shares is the lowest.
"In the event that these two criteria would not have made it possible to determine a single price, the execution price is closest to the last established execution price.
"The delivery price as well as the exchanged shares are made public by any appropriate means on the day of the pricing.
"In the event of an impossibility to establish an enforcement price, the management company shall publish in the same conditions as in the preceding paragraph the highest purchase price and the lowest selling price, accompanied for each of these prices of the proposed quantities of shares.
“Article 422-214
"The orders are executed at the time of the execution price and at that price alone.
"We are executed: firstly, orders of purchase registered at the highest price and orders of sale registered at the lowest price. At equal price limits, orders are executed in chronological order of registration on the register.
"The management company shall promptly record the transactions carried out.
“Article 422-215
"The management company shall make available to the public information on prices and quantities in the order register. It implements all necessary means to reduce the time:
« 1° Between the receipt of orders and their registration in the register;
« 2° Information from order donors or intermediaries.
"It must justify the execution of orders and their transmission to order donors and intermediaries.
“Article 422-216
"Intermediaries shall implement all necessary means to reduce the time limit:
« 1° Between receiving and transmitting orders;
« 2° Information from their order donors.
"They must justify the receipt of orders and their transmission to the donors of order and the management company.
“Article 422-217
"The supporting documents of the various stages mentioned in articles 422-215 and 422-216 shall be retained for a period of five years.
“Article 422-218
"In SCPIs or SEFs that have opted for the variability of capital, withdrawal requests are notified to the management company by registered letter with a request for notice of receipt.
"They are, upon receipt, registered in the register of withdrawal requests and are met by chronological order of registration.
“Article 422-219
"In the event of a reduction in the withdrawal price, the management company shall notify by registered letter with a request for a notice of receipt the partners who have requested their withdrawal by the day before the effective date.
"In the absence of a response from the partners within fifteen days of the date of receipt of the recommended letter with acknowledgement of receipt, the request for withdrawal is deemed to be maintained at the new price.
"This information is contained in the notification letter.
“Article 422-220
"It cannot be carried out new shares that have the effect of increasing capital as long as there are, on the register provided for in section 422-218, unmet withdrawal requests at a lower or equal price of subscription.
“Article 422-221
"In order to invest shares in the public, SCPI or SEF may use any advertising process provided that:
« 1° The issue of the Bulletin of Mandatory Ads in which the notice is published;
« 2° The social name of SCPI or SEF;
« 3° The existence of the valid information note referred to by the AMF, its date, visa number and places where it is available for free.
“Article 422-222
"In the event of a withdrawal of approval from a management company of SCPI or SEF, the general assembly of each of the concerned SCPIs or SEFs meets within two months to choose a management company that agrees to manage these SCPIs or SEFs.
“Paragraph 2
“Special provisions for civil societies
real estate investments
“Article 422-223
"A visa application must be preceded by an authorization of the extraordinary general assembly made on the basis of a report prepared by the management company in case:
« 1° Remittance of new shares after a period of more than five years without capital increase. In this case, the report of the management corporation must be covered by the auditor;
« 2° Change of the initial investment policy.
“Article 422-224
"The management company of SCPI is paid by the following commissions:
« 1° A subscription commission calculated on the amounts collected during capital increases;
« 2° An assignment commission, calculated on the amount of the transaction when the assignment is made from the register provided for in section 422-205, or lump sum;
« 3° A seated management commission on non-taxed rental products; the base of this commission may be extended to net financial products provided that the public is informed of it.
"The Civil Real Estate Investment Corporation's statutes or, if not, the information note specifically mention the number and rate of the commissions paid to the Management Corporation.
« 4° a commission to acquire or dispose of real estate assets calculated on the amount of the acquisition or real estate assignment;
« 5° A monitoring and steering commission for the real estate work calculated on the amount of work carried out.
“Article 422-225
"The management company of SCPI cannot, on behalf of the SCPI, enter into borrowings, assume debts or carry out acquisitions payable in term, if not within the limit of a maximum amount.
"The General Meeting of Associates sets this amount so that it is compatible with the CIPC's repayment capabilities on the basis of its regular revenues for borrowings and debts, and with its commitment capabilities for future acquisitions payable.
"In the event of the sale of one or more elements of the company's rental real estate assets and when the funds are not reinvested, the General Assembly is the only competent authority to determine the allocation of the proceeds of the sale to:
« 1° The total or partial distribution with, if applicable, depreciation of the mark of the shares;
« 2° Reimbursement funds under sections 422-231 to 422-233.
“Article 422-226
"I. ― The information of the partners is provided, under the conditions specified in an AMF instruction, by means of written materials:
« 1° Prerequisite to subscription: the information note referred to by the AMF, the subscription bulletin, the statutes, the last annual report and the last quarterly newsletter are given to the future partner;
« 2° Annual report, quarterly bulletins, circulars.
“II. ― The management company shall promptly send to the AMF all documents intended for the partners.
"It addresses the AMF under the conditions defined by the AMF:
« 1° In the following month each quarter, the statistical information for this period;
« 2° Before March 15 of each year, the values of realisation and reconstruction of the civil real estate investment corporation that must be submitted to the approval of the partners;
« 3° Any possible change during the year of these values after their approval by the Supervisory Board, together with its justification.
“Article 422-227
"The management report submitted to the General Assembly reflects:
« 1° Followed management policy, specific problems encountered, the prospects of society;
« 2° From the evolution of capital and price on the part;
« 3° From the evolution and valuation of real estate:
"(a) Acquisitions (realized, planned), assignments, if any, maintenance or remediation work before relocation;
“(b) Presentation of the evaluation work carried out by the real estate expert;
"(c) Indicate that for acquisitions of immovables carried out in the course of the year, of which the seller has directly or indirectly interests common with the management company or partners of the civil real estate company, prior real estate expertise has been carried out;
« 4° From the evolution of the share market during the fiscal year;
« 5° From the evolution of rental revenues, from the share of rental revenues in the overall revenues, expenses;
« 6° From the situation of the rental property at the end of the fiscal year, building by building: the precise location of the buildings, their nature, their surface, their acquisition and completion dates, if any, their purchase price excluding duties or taxes, the amount of these duties and taxes;
« 7° Of the occupancy of buildings: are mentioned in particular the rate of occupancy in rents charged against billable rents ― expressed on an annual average ―, the significant vacations observed during the fiscal year and the resulting loss of profits for civil real estate investment society.
“Article 422-228
"In the forty-five days following the end of each quarter, a newsletter is issued highlighting the major social events that occurred during the relevant quarter of the fiscal year.
“Article 422-229
"The management company shall periodically, at regular and fixed-time intervals, proceed to the establishment of an execution price by confrontation of the orders registered in the register.
"It sets out the periodicity that the execution prices are established without it being more than three months or less than a working day. This periodicity is specified in the information note.
“Article 422-230
"The corporation management company referred to in section 422-218 determines a withdrawal price.
"The withdrawal compensated by a subscription cannot be made at a higher price than the reduced subscription price of the subscription commission.
"If the withdrawal is not compensated, the refund may not be made at a price greater than the value of achievement or less than the value reduced by 10%, unless authorized by the AMF.
“Article 422-231
"The creation and allocation of a share repayment fund to contribute to the fluidity of the share market is decided by the General Assembly of the associates of the SCPI.
"The sums allocated to this fund come from the proceeds of disposal of elements of the rental property or of profits affected during the approval of the annual accounts.
"The cash allocated to the refund fund is for the sole refund of the partners.
“Article 422-232
"The repayment fund thus created is a specific account for exclusive, accountingly materialized use.
“Article 422-233
"The resuming of the amounts available on the repayment fund must be authorized by a decision of a general meeting of the partners, after the reasoned report of the management company.
"The AMF is previously informed.
“Article 422-234
"The enforcement value and the replenishment value of the SCPI are determined by the management company at the end of each fiscal year on the basis of an assessment of the buildings carried out by an external independent evaluation expert or several acting in solidarity. Each building is subject to at least one expertise every five years.
"This expertise is updated annually by the external evaluation expert.
"The assessment expert's mission concerns the entire rental heritage of the SCPI.
"A newly-designated external evaluation expert can update expertise that has been completed for less than five years.
"Real estate expertise must be conducted in accordance with appropriate methods to SCPIs.
“Article 422-235
"The external evaluation expert is appointed by the General Assembly for five years after the AMF accepts its application by the management company.
"The AMF can request additional information.
"Unless further information is requested, the application will be considered to be accepted by the AMF two months after a complete file is filed.
"Applications for the renewal of the external evaluation expert must be submitted to the AMF at least three months before the closing of a fiscal year.
"If the AMF considers, during the mandate of the external evaluation expert that the conditions required for its acceptance are no longer met, it shall inform the management company that submits to it the nomination of a new expert and proposes the appointment to the General Assembly.
“Article 422-236
"A convention must be passed between the external evaluation expert and the SCPI. This convention defines the mission of the external evaluation expert and determines the terms of his remuneration.
"The external evaluation expert is committed to the AMF on the terms and conditions of his or her mission and on the nature of his or her performance by a letter whose model appears in an AMF instruction.
“Paragraph 3
"Special Provisions to Forest Savings Corporations
“Article 422-238
"I. ― The management company is paid by three types of commissions:
« 1° A subscription commission calculated on the amounts collected during capital increases;
« 2° An assignment commission calculated on the amount of the transaction when the assignment is made from the register provided for in section 422-205 or in the event of a free or lump sum transfer;
« 3° A management commission capped by the application of a maximum rate to the venal value of managed assets.
"Different rates can be applied according to the category of assets concerned: wood and forests held live, wood and forests held indirectly, liquidity and assimilated values.
“II. ― Are covered by the management board the costs:
« 1° Administrative and accounting management;
« 2° Registry management provided by theArticle L. 214-93 of the Monetary and Financial Code ;
« 3° Establishing simple management plans for live forest assets;
« 4° Partners' information: annual reports and newsletters;
« 5° Organization of general meetings and meetings of the Supervisory Board;
« 6° Organizing and monitoring the management of live wood and forests, bare land, accessories and dependencies (development, maintenance, improvement);
« 7° Negotiation and monitoring of exchange operations, alienations and constitutions of real rights under theArticle R. 214-164 of the Monetary and Financial Code ;
« 8° Organization and monitoring of live wood cutting operations (marking, cutting);
« 9° Cases for the sale of cut woods (billing, sale);
« 10° Organization and management of forest-related proprietary operating modes, including hunting rentals;
« 11° Monitoring and representation at the general assemblies of forest groups and societies whose exclusive purpose is the possession of wood and forests in which managed EFSs hold shares of interest;
« 12° Liquidity management and assimilated values.
"III. ― Are excluded from the management board:
« 1° Insurance costs;
« 2° Fees of forest experts as part of the forestry expertise missions provided for in Articles 422-246 et seq. and the legal account controllers;
« 3° Costs of wood and forests, including replenishment, maintenance of forests and infrastructure and wood cuts.
"The statutes of the Forest Savings Corporation and the information note specify in a precise manner the number and rate of the commissions paid to the management corporation under the conditions set out in section 422-198, the maximum rate of the management board, its distribution by asset class and the details of the calculation methods, rates and plates, of the amounts actually due to the management society according to the type of benefits carried out on wood and
"For the latter, the deducted plates may be the vernal value of the administered assets, the amount of the non-tax work performed, the non-tax products charged for benefits performed during the fiscal year, the area of the domains that have been the subject of a simple management plan during the fiscal year and the amount of the normal management operations provided by theArticle R. 214-164 of the Monetary and Financial Code.
"Any exceedance of the maximum management board provided for by the statutes and the information note must be submitted to the approval of the partners of the forest savings corporation gathered in the General Assembly.
“Article 422-239
"The management company cannot, on behalf of the EFA, contract borrowings, assume debts or carry out acquisitions payable in term, if not within a maximum amount.
"The General Meeting of Associates sets this amount so that it is compatible with the SEF's repayment capabilities on the basis of its regular revenues for borrowings and debts, and with its commitment capabilities for future acquisitions payable.
"In the event of the sale of one or more elements of the forest heritage of the company and when the funds are not reinvested, the General Assembly is only competent to determine the allocation of the proceeds of the sale to the total or partial distribution with, if any, amortization of the nominal shares.
“Article 422-240
"I. ― The information of the partners is provided under the conditions specified in an AMF instruction by means of written materials:
« 1° Prerequisite to subscription: the information note referred to by the AMF, the subscription bulletin, the statutes, the last annual report and the last newsletter are given to the future partner;
« 2° Annual report, newsletters, circulars.
“II. ― The management company shall promptly send to the AMF all documents intended for the partners.
"It also addresses the AMF in the conditions defined by an instruction:
« 1° In the following month each semester, statistical information for this period;
« 2° Prior to May 15 of each year, the values for the realization and replenishment of the forest saving corporation that must be submitted for approval by the partners;
« 3° Any possible change during the year of these values after their approval by the Supervisory Board, together with its justification.
“Article 422-241
"The management report submitted to the General Assembly reflects:
« 1° Followed management policy, specific problems encountered, the prospects of society;
« 2° From the evolution of capital and price on the part;
« 3° From the evolution and evaluation of forest heritage:
“(a) Acquisitions (realized, planned), assignments, exchanges, with financial conditions;
“(b) Where applicable, the guidance provided in simple management plans or by-laws developed during the fiscal year or to be developed during the following fiscal year;
“(c) Work and cuts carried out and projected under simple management plans;
"(d) Where applicable, planned work and cuts not provided for in the simple forest asset management plan and representing a tax-free amount of more than 10% of the last established value of the forest asset;
“e) Where applicable, normal management operations to improve the service or structure of the property, re-consolidation operations, public utility operations and any other operation provided by the propertyArticle R. 214-164 of the Monetary and Financial Code ;
“(f) Where applicable, presentation of the assessment work carried out by the forest expert and the assessment of the value of the shares of interest in forest groupings or companies whose exclusive purpose is the possession of wood and forest held or acquired;
« 4° From the evolution of the share market during the fiscal year;
« 5° From the evolution of revenues (locatives, sales of wood, subsidies and others), from these different recipes in global revenues;
« 6° Changes in each type of cost supported by the EFS, including commissions. All amounts of the management board must be detailed and reported to the managed asset. Their calculation base must also be specified and duly commented;
« 7° A summary of forest heritage at year-end, active by asset:
“(a) For forest goods held live;
“(b) For interest shares of forest groupings or societies whose exclusive purpose is the possession of wood and forests;
"(c) Indicate the location of forest property held directly and indirectly by natural region and department, as well as the subscription or not of fire risk insurance;
"(d) Summary of the expertise and updates made with an indication of the share of the forest heritage that has been the subject of expertise or updating during the year;
« 8° Liquidity or values assimilated and their use:
“(a) Share of liquidity in the assets of the forest savings company, evolution;
“(b) Distribution by retained investment support and evolution.
“Article 422-242
"In no later than four months, following the holding of the Annual General Meeting, a newsletter is issued highlighting the main events of social life, which occurred during the first half of the year.
“Article 422-243
"The management company shall periodically, at regular and fixed-time intervals, proceed to the establishment of an execution price by confrontation of the orders registered in the register.
"It sets out the periodicity that the execution prices are established without the latter being more than six months or less than a working day. This periodicity is specified in the information note.
“Article 422-244
"The statutes and the information note mention the share of the assets invested in cash and similar values and the limits within which it can evolve.
“Article 422-245
"The corporation management company referred to in section 422-218 determines a withdrawal price.
"The withdrawal compensated by a subscription cannot be made at a higher price than the reduced subscription price of the subscription commission.
"If the withdrawal is not compensated, the terms and conditions for the withdrawal of shares are provided by the statutes and the information note. Where applicable, the share of liquidity that cannot be allocated to the reimbursement of shares and the consequences of this limitation must also be mentioned.
“Article 422-246
"The realisation value as well as the replenishment value of the forest savings company are determined by the management company at the end of each fiscal year on the basis of:
« 1° An assessment of the venal value of wood, forests, bare woodland and accessories and dependencies listed in theArticle R. 214-162 of the Monetary and Financial Code, assets of forest groupings or companies whose exclusive purpose is the possession of wood and forests in which the forest saving company holds at least 50% of the interest shares. This assessment is carried out by one or more independent forest experts on the list of forest experts as provided for in theArticle R. 171-9 of the Rural Code ;
« 2° Of the vernal value of shares of interest held or acquired in forest groupings or societies whose exclusive purpose is the possession of wood and forests in which the forest savings company holds less than 50% of the interest shares; This renal value is provided by the manager of each of the forest groups or companies whose exclusive purpose is the possession of wood and forests in the form of a written certificate or evaluation. The management company must then ensure that the proposed value of the held or acquired shares is either representative of the share market during the fiscal year or assessed according to the rules that preside over the valuation of forest assets;
« 3° The net value of other assets that have been determined under the control of the External Auditor.
"Each forest property must be the subject of expertise prior to its acquisition and at least every fifteen years.
"This expertise is updated every three years by forest experts, except exceptional events, works or cuts requiring a new update before this deadline. An event is considered exceptional as long as it affects more than 20% of the surface of a forest property or corresponds to more than 20% of its assessment.
"There is a second expertise from the tenth year of the forest savings company's existence at least 20% of the society's forest heritage each year, so that the entire forest heritage is expertized at the end of the fourteenth year.
"The mission of the forest expert or independent forest experts relates to the entire forest heritage of the forest saving society apart from the goods referred to in the second drawer of the first paragraph of this article.
"A newly-designated forest expert can update expertise conducted for less than fifteen years.
"The expertise must be conducted in accordance with appropriate methods and recommendations to forest expertise and use in the profession.
“Article 422-247
"The expert(s) shall be appointed by the General Assembly for five years from the list of forest experts after acceptance by the AMF of their nomination by the Management Society.
"The expert presented must be on the list of forest experts provided by theArticle R. 171-9 of the Rural Code.
"The AMF can request additional information.
"Unless further information is requested, the application will be considered to be accepted by the AMF two months after a complete file is filed.
"Applications for the renewal of the expert must be submitted to the AMF at least three months before the closing of a fiscal year.
"If the AMF considers, during the forest expert's term, that the conditions required for its acceptance are no longer met, it informs the management company that submits to it the nomination of a new expert and proposes the appointment to the General Assembly.
"Also, if the forest expert is no longer on the list of forest experts provided by the forest expertArticle R. 171-9 of the Rural Code, the management company informs the AMF and submits the application of a new expert and proposes the nomination to the General Assembly.
“Article 422-248
"A convention must be passed between the expert and the forest savings company. This convention defines the expert's mission and determines the terms of his remuneration.
"The expert is committed to the AMF on the terms and conditions of his or her mission and on the nature of his or her performance by a letter whose model is determined in an AMF instruction.
“Article 422-249
"The merger of one or more forest saving companies with one or more forest groupings subject to simple approved management plans must be submitted to the AMF in the manner specified by an AMF instruction.
"These terms differ depending on whether or not the merger concerns at least one forest savings company that uses savings publicly.
“Section 5
"Alternate Funds
« Article 422-250
"Unless otherwise provided, Chapter 1 of this title and Section 1 of this chapter apply to alternative funds under theArticle L. 214-139 of the Monetary and Financial Codeexcept for section 422-83 and the second and third paragraphs of section 422-81.
"The deadlines mentioned in sections 422-7 and 422-11 are reduced to eight working days for the so-called alternative funds mentioned in theArticle L. 214-26-1 of the Monetary and Financial Code and, where appropriate, their compartments.
"These IAFs are also subject to the following provisions.
“Article 422-251
"The prospectus of the alternative fund may foresee, between the date of centralization of the order of subscription or redemption and the date of delivery or settlement of shares or shares by the conservative account content of the shares of the alternative fund, a period not exceeding:
« 1° Fifteen days when the liquidative value is established daily;
« 2° Sixty days when the liquidative value is not daily.
"The prospectus shall indicate the date of centralization of the order of subscription and of redemption of shares or shares of the alternative fund, the date of establishment of the liquidative value and the date on which it will, at the latest, be calculated and published.
"The calculation date and the release date of the liquidative value are concurrent.
“Article 422-252
"The prospectus of the alternative fund provides for at least monthly publication of its liquidative value.
“Chapter III
« Funds open to professional investors
“Section 1
“Agreed funds
"Subsection 1
“Professional Funds for General Purpose
“Article 423-1
"Unless otherwise provided, Chapter I and Section 1 of Chapter II of this Title apply to general-purpose professional funds under theArticle L. 214-143 of the Monetary and Financial Codeexcept for section 422-83 and the second and third paragraphs of section 422-81.
"The deadlines mentioned in sections 422-7 and 422-11 are reduced to eight working days for the general purpose professional funds referred to in theArticle L. 214-26-1 of the Monetary and Financial Code and, where appropriate, their compartments.
"These funds are also subject to the following provisions.
“Paragraph 1
" Subscription and Acquisition Conditions
“Article 423-2
"Subscription and acquisition of shares or shares of general-purpose professional funds are reserved:
« 1° To investors mentioned to first paragraph of Article L. 214-144 of the Monetary and Financial Code ;
« 2° To investors whose initial subscription is greater than or equal to 100,000 euros;
« 3° To all other investors as long as the subscription or acquisition is made on their behalf and on their behalf by an investment service provider acting as part of a portfolio management investment service, under the conditions set to the I of Article L. 533-13 of the Monetary and Financial Code and article 314-60.
“Article 423-3
"When the subscription or acquisition of shares or shares of general-purpose professional funds is carried out by a non-resident in France on the occasion of an act of marketing abroad, the investors to whom the subscription or acquisition of these funds is reserved and the conditions under which they may waive the benefit of the obligation of advice are governed by the law of the State where the marketing takes place.
“Article 423-4
"A direct or indirect solicitation for the subscription or acquisition of a general purpose professional fund shall be accompanied by a warning that the subscription or acquisition of the shares or shares of that fund, directly or by interposed person, shall be reserved for investors referred to in section 423-2. This warning also recalls that this is a fund that can adopt derogatory investment rules.
“Article 423-5
"The investor acknowledges in writing, at the first subscription or acquisition, that it has been notified that the subscription or acquisition of the shares or shares of the fund, directly or by interposed person, is reserved for investors referred to in section 423-2.
“Article 423-6
"The depositary, or the person designated by the regulation or by-laws of the fund, shall ensure that the criteria for the capacity of subscribers or acquirers have been met and that they have received the information required under sections 423-4 and 422-86. It also ensures the existence of the written declaration referred to in section 423-5.
“Article 423-7
"The fund prospectus may provide, between the date of centralization of the order of subscription or redemption and the date of delivery or settlement of the shares or shares by the conservative account content of the shares of the fund, a period that cannot exceed:
« 1° Fifteen days when the liquidative value is established daily;
« 2° Sixty days when the liquidative value is not daily.
"The prospectus shall indicate the date of centralization of the order of subscription and redemption of the shares or shares of the fund, the date of establishment of the liquidative value and the date on which it will be calculated and published at the latest.
"The calculation date and the release date of the liquidative value are concurrent.
“Article 423-8
"The management board of general-purpose professional funds can include a variable share acquired from the first euro of performance. The terms and conditions for the calculation and payment of this commission are specified in the prospectus.
“Article 423-9
"The general purpose professional fund only establishes a prospectus whose content is specified by an AMF instruction.
"For the purposes of sections 422-86 to 422-89, the reference to the key information document for the investor is replaced by the reference to the prospectus.
“Paragraph 2
« Liquid value
« Article 423-10
"The general purpose professional fund prospectus provides for a publication at least monthly of its liquidative value.
“Paragraph 3
"Global risk calculation
“Article 423-11
"I. ― By derogation from Article 422-55, where the general-purpose professional fund that uses the option provided for in Article 422-55 III of Article R. 214-193 of the Monetary and Financial Code uses the method of calculating the commitment, taking into account these temporary cash borrowing agreements in calculating the overall risk.
“II. – By derogation from Article 422-57, where the general purpose professional fund uses the option provided for in III of Article R. 214-193 of the Monetary and Financial Code, the maximum risk value it can achieve is limited to 30% of the market value of its net assets.
"Subsection 2
« Professional real estate investment organizations
“Article 423-12
"Unless otherwise provided, professional real estate investment organizations shall apply chapter I and section 3 of chapter II of this title and articles 423-4 to 423-6 and 423-8.
"They are also subject to the following provisions.
“Article 423-13
"I. ― At least twice a year and six months apart, each asset is assessed by an external evaluation expert.
"II.-Once a year each asset is subject to real estate expertise.
"The management corporation shall establish and communicate to the auditor a plan specifying the terms and conditions of application of this section.
"III. ― For the determination of the value of real property and rights indirectly held by the companies referred to in 2° and 3° of Article L. 214-36 of the monetary and financial code which does not meet the conditions set out in 2° and 3° of Article R. 214-83 of the same code, the external evaluation expert conducts the critical examination of the valuation methods used by the management company to establish the value of the assets and the relevance of the asset. This critical review takes place at least twice a year.
“Article 423-14
"Subscription and acquisition of shares or shares of professional real estate investment organizations are reserved:
« 1° To investors mentioned to theArticle L. 214-150 of the Monetary and Financial Code ;
« 2° To investors whose initial subscription is greater than or equal to 100,000 euros;
« 3° To all other investors as long as the subscription or acquisition is made on their behalf and on their behalf by an investment service provider acting as part of a portfolio management investment service, under the conditions set to the I of Article L. 533-13 of the Monetary and Financial Code and article 314-60.
“Article 423-15
"By derogation from sections 422-34,422-129,422-130,422-177,422-178 and 422-183, the professional real estate investment agency does not establish a key information document for the investor. The reference to the key information document for the investor is replaced by the reference to the prospectus.
“Section 2
“Reported funds
"Subsection 1
“Specialized Professional Funds
“Article 423-16
"Specialized professional funds governed by Articles L. 214-154 to L. 214-158 of the monetary and financial code apply chapter I of this title.
"These funds are also subject to the following provisions.
“Article 423-17
"The reporting obligation under theArticle L. 214-153 of the Monetary and Financial Code is satisfied by the filing with the AMF of a file containing the elements specified by an AMF instruction. This statement must be made within the month following the establishment of the certificate or certificate of deposit of the specialized professional fund or a compartment referred to in sections 422-9 and 422-13.
"An acknowledgement of receipt of the statement shall be sent within eight working days of receipt.
“Paragraph 1
“Constitution
“Article 423-18
"The collection of subscriptions can only intervene after the preparation of the prospectus of the specialized professional fund. The prospectus is given to subscribers prior to the subscription or acquisition of shares or shares.
“Article 423-19
"The content of the specialized professional fund prospectus is specified by an instruction from the AMF. It mentions the identity of the portfolio management company and the depositary and specifies the rules for the investment and operation of the specialized professional fund as well as all the terms of direct and indirect remuneration of the portfolio management company and the depositary.
"The regulation or statutes of the contractual specialized professional fund are an integral part of the prospectus to which they are annexed.
“Article 423-20
"The prospectus explicitly states that it is a specialized professional fund not subject to the AMF's approval.
“Article 423-21
"Sections 422-4,422-5, the first paragraph of section 422-23 and sections 422-105 to 422-120 are applicable.
“Paragraph 2
“Terms of operation
“Article 423-22
"Promotional communications relating to specialized professional funds or compartments must mention the existence of a prospectus and the place where it is made available to the investor.
“Article 423-23
"Sections 422-26 to 422-30 and 422-33 to 422-41,422-71,422-78,422-90,422-91 and II of section 422-94 apply.
"Sections 422-98,422-100 to 422-104 and 422-129 are applicable, except for the approval of the AMF, replaced by a statement to the AMF in the month following the finalization of the operation or event.
"Section 422-99 applies to the merger of specialized professional funds, unless its regulations or statutes provide that the costs generated by the merger transaction may be charged to specialized professional funds.
"Section 422-127 is applicable, with the exception of its second sentence.
“Article 423-24
"The terms and times of calculation of the liquidative value are adapted to the nature of the financial instruments, contracts, values and deposits held by the specialized professional fund. However, the prospectus of the specialized professional fund requires that it establish and publish its liquidative value at least semi-annually.
“Article 423-25
"The transformation, merger, splitting or liquidation of a specialized professional fund shall be brought to the attention of the AMF within a maximum period of one month after its implementation in the manner defined by an AMF instruction.
"The amendment comes into force not earlier than three working days after the effective dissemination of information to holders of a specialized professional fund unless the holders agree unanimously.
"In the event of a change in the prospectus, the SICAV or the Portfolio Management Corporation shall, in the manner specified by an AMF instruction, transmit an updated prospectus no later than the effective date of the amendment. The transmission of the prospectus does not exonerate the SICAV or the portfolio management company from the seizure, if any, necessary changes in the GECO database.
"Section 422-18 is applicable to specialized professional funds.
“Article 423-26
"Articles 422-18,422-22,422-42 to 422-49,422-116 and 422-125 are applicable.
“Paragraph 3
“Subscription, acquisition, redemption and disposal
“Article 423-27
"The shares of FCP and SICAV shares are issued at the request of the holders on the basis of their increased liquidative value, if any, of the subscription commissions.
"However, the subscription and acquisition of shares or shares of specialized professional funds are reserved:
« 1° To investors mentioned to theArticle L. 214-155 of the Monetary and Financial Code ;
« 2° To investors whose initial subscription is greater than or equal to 100,000 euros;
« 3° To investors, natural and legal persons, whose initial subscription is at least 30,000 euros and meets one of the following three conditions:
“(a) They provide technical or financial assistance to unlisted companies entering the object of the fund for their creation or development;
“(b) They provide assistance to the professional fund management company specialized in the search for potential investors or contribute to the objectives it has pursued in the research, selection, monitoring, transfer of investments;
"(c) They have a knowledge of the investment capital acquired as a direct contributor of funds specific to non-listed companies or as a subscriber either in a FCPR that is not advertised and demarcated, or in a professional investment capital fund, or in a specialized professional fund, or in an unlisted venture capital corporation;
« 4° To all other investors as long as the subscription or acquisition is made on their behalf and on their behalf by an investment service provider acting as part of a portfolio management investment service, under the conditions set to the I of Article L. 533-13 of the Monetary and Financial Code and article 314-60.
“Article 423-28
"By derogation from section 423-27, a specialized professional fund born from the splitting of an OPCVM or an IAF may be open to any carrier of the OPCVM or a scinded IAF under the conditions specified in the article D. 214-32-12 or D. 214-32-15 monetary and financial code as appropriate.
“Article 423-29
"When the subscription or acquisition of shares or shares of specialized professional funds is carried out by a non-resident of France on the occasion of an act of marketing abroad, investors to whom the subscription or acquisition of these IAFs is reserved and the conditions under which they may waive the benefit of the obligation of advice are governed by the law of the State where the marketing takes place.
“Article 423-30
"A direct or indirect request for the subscription or acquisition of shares or shares of a specialized professional fund shall be accompanied by a warning that the subscription or acquisition, assignment or transfer of shares or shares of specialized professional funds, directly or by interposed person, shall be reserved for investors referred to in section 423-27. This warning also recalls that it is an IAF not approved by the AMF whose operating rules are set by the prospectus.
“Article 423-31
"Previously for the subscription or acquisition of shares or shares of a specialized professional fund, a prospectus is handed over to the investor.
"The investor acknowledges in writing, at the first subscription or acquisition, that it has been notified that the subscription or acquisition of the shares or shares of specialized professional funds, directly or by interposed person, is reserved for investors referred to in section 423-27.
"The prospectus of the specialized professional fund and the latest periodic documents must be available on a written request from the holder within one week of receipt of the application. On the option of the bearer, these documents must be available in electronic form.
“Article 423-32
"The depositary or person designated by regulation or by statutes of the specialized professional fund shall ensure that the criteria for the capacity of subscribers or acquirers have been met and that the latter have received the information required under sections 423-30 and 423-31. It also ensures the existence of the written declaration referred to in section 423-31.
“Paragraph 4
"Specific provisions applicable to specialized professional funds constituted during splitting and intended to receive assets whose assignment would not be in accordance with the interest of the carriers of the UCITS or IIFs scolded
“Article 423-33
" Subject to the following provisions, the provisions common to all specialized professional funds referred to in this subsection shall apply to specialized professional funds established pursuant to the second paragraph of Article L. 214-24-33 or to the second paragraph of Article L. second paragraph of Article L. 214-24-41 of the Monetary and Financial Code and intended to receive assets that would not be in accordance with the interest of holders of specialized professional funds.
“Article 423-34
"Section 423-24 does not apply to the specialized professional fund governed by this subsection.
"The prospectus of the specialized professional fund governed by this paragraph sets out the periodicity, at least quarterly, of disseminating the estimated value of its assets. The modalities and the calculation of the estimated value of its assets are adapted to the nature of the assets held by this IAF.
“Article 423-35
"Section 422-22 does not apply to the specialized professional fund governed by this subsection.
“Article 423-36
"All holders of a UCITS or a split IAF pursuant to the second paragraph of Article L. 214-24-33 or the second paragraph of Article L. 214-214-41 of the monetary and financial code may hold the shares or shares of the specialized professional fund governed by this paragraph which are reserved to them during the split.
"The shares or shares of the specialized professional fund governed by this paragraph may only be transferred by the holders to persons referred to in 423-27.
"Subsection 2
“Professional Investment Capital Funds
“Article 423-37
"Chapter I of this Title applies to professional investment capital funds governed by Articles L. 214-159 et seq. of the Monetary and Financial Code.
"These funds are also subject to the following provisions.
“Paragraph 1
“Constitution
“Subparagraph 1
« Declaration and collection of subscriptions
“Article 423-38
"The collection of subscriptions can only take place after the preparation of the prospectus of the professional capital investment fund.
"The prospectus consists of the regulation of the professional investment capital fund whose entries are specified by an instruction of the AMF.
“Article 423-39
"Sections 422-14, the fourth and fifth paragraphs of section 422-15 and sections 422-23,422-71 and 422-78 are applicable, except for the approval of the AMF, replaced by a statement to the AMF in the month following the final completion of the operation or event.
"The regulation of the professional capital investment fund explicitly states that it is a fund not subject to the AMF's approval.
"The rules that the portfolio management company observes as part of the distribution of investments between portfolios managed or advised by it or by related companies may not be explained in the settlement of the fund if communicated to the subscribers. An instruction from the AMF sets out the conditions of information of the subscribers.
“Subparagraph 2
« FIA masters and nurses
“Article 423-40
"Articles 422-18,422-105 to 422-118,422-120 and 422-125 are applicable. For the purposes of these provisions, prospectus is a key information document for the investor.
"By derogation from 1° of Article 422-116, the declaration provided to carriers indicates that the investment in FIA Master was reported to the AMF in accordance with theArticle L. 214-153 of the Monetary and Financial Code.
“Paragraph 2
« Operating rules
“Subparagraph 1
" Minimum Asset Amount
“Article 423-41
"Section 422-22 is applicable.
“Subparagraph 2
“Professional capital investment funds in compartments
“Article 423-42
"When the regulation of the professional capital investment fund provides that it includes compartments, the formation of new compartments shall be declared under the conditions of section 423-16. The modification of the compartments must be reported to the AMF in the month following their completion.
“Subparagraph 3
"In-kind contributions
“Article 423-43
"Articles 422-25 and 422-127 are applicable, with the exception of the second sentence of section 422-127.
“Subparagraph 4
« Fusion, scission, absorption, liquidation,
changes and changes
“Article 423-44
"Sections 422-97 to 422-104,422-117,422-128 and 422-129 are applicable, with the exception of the AMF's approval, replaced by a statement to the AMF in the month following the final completion of the operation or event.
"Section 422-99 applies to the merger of the professional investment capital fund, unless its regulation provides that the costs generated by the merger transaction may be charged to the funds.
"The mergers or scissions are declared in the month following their completion. The reporting obligation is met by sending the merger or split-up treaty to the AMF and the reports of the auditors.
“Article 423-45
"Articles 422-18 and 422-120 are applicable.
"The liquidation is declared in the month following the decision of the management company of the professional capital investment fund.
"The report of the Auditor is forwarded to the FMA.
“Article 423-46
"A professional investment capital fund can be transformed into a specialized professional fund provided that it has put itself in conformity, in advance, with the provisions of the monetary and financial code applicable to the selected professional fund category.
"The transformation into a specialized professional fund is not subject to the accreditation of the AMF. It requires the express agreement of each shareholder. The regulation of the professional investment capital fund defines the conditions under which it can become a specialized professional fund.
“Article 423-47
"An instruction from the AMF specifies the amendments that must be reported to the AMF in the month following their completion and the terms and conditions of information of the carriers.
“Paragraph 3
Financial and accounting provisions
“Article 423-48
"Articles 422-26 to 422-41,422-42 to 422-49 and 422-64 and 422-106 are applicable.
“Paragraph 4
“Information of subscribers, conditions of redemption,
subscription and assignment
“Article 423-49
"I. ― The subscription and acquisition of shares or shares of professional investment capital funds are reserved:
« 1° To investors mentioned to I of Article L. 214-160 of the monetary and financial code ;
« 2° To investors whose initial subscription is greater than or equal to 100,000 euros;
« 3° To investors, natural and legal persons, whose initial subscription is at least 30,000 euros and meets one of the following three conditions:
“(a) They provide technical or financial assistance to unlisted companies entering the object of the fund for their creation or development;
“(b) They provide assistance to the management company of the professional capital investment fund to seek potential investors or contribute to the objectives pursued by it in the context of research, selection, monitoring, transfer of investments;
"(c) They have a knowledge of the investment capital acquired as a direct contributor of funds specific to non-listed companies or as a subscriber either in a FCPR that is not advertised and demarcated, or in a specialized professional fund, either in a professional capital investment fund or in an unlisted venture capital corporation;
« 4° To all other investors as long as the subscription or acquisition is made on their behalf and on their behalf by an investment service provider acting as part of a portfolio management investment service, under the conditions set to the I of Article L. 533-13 of the Monetary and Financial Code and article 314-60.
“II. ― Any direct or indirect solicitation for the subscription or acquisition of shares of a professional investment capital fund must be accompanied by a warning that the subscription or acquisition, assignment or transfer of shares of that IAF, directly or by interposed person, is reserved for investors mentioned in the IAFArticle L. 214-160 of the monetary and financial code and other investors mentioned in I. This warning also recalls that this is a professional investment capital fund not approved by the AMF and may adopt derogatory investment rules to approved funds.
"III. ― Prerequisitely to the subscription or acquisition of the shares of a professional investment capital fund, the regulation, the content of which is specified by an instruction of the AMF, as well as, if any, the information provided for in the third paragraph of section 422-39, shall be submitted to the subscriber or purchaser.
"The subscriber or purchaser acknowledges in writing, at the time of the subscription or acquisition, that it has been notified that the subscription or acquisition of the shares of the fund, directly or by interposed person, is reserved for investors referred to in theArticle L. 214-160 of the monetary and financial code and other investors mentioned in I.
"IV. ― The depositary, or the person designated by the regulation of the professional investment capital fund, ensures that the criteria for the capacity of subscribers or acquirers have been met and that the latter have received the information required under the II and III. It also ensures the written statement referred to in the second paragraph of the III. In the event of a breach of these provisions, the depositary or the aforementioned person shall inform the AMF.
"V. ― This section applies to the transformation of an IAF not subject to this subsection into a professional capital investment fund.
“Article 423-50
"When the subscription or acquisition of shares or shares of professional capital investment funds is carried out by a non-resident in France on the occasion of an act of marketing abroad, the investors to whom the subscription or acquisition of these IAFs is reserved and the conditions under which they may waive the benefit of the obligation of advice are governed by the law of the State where the marketing takes place.
“Article 423-51
"The first, third, fourth and fifth paragraphs of section 422-81 are applicable.
"The regulation of the professional capital investment fund may provide that the fund only publishes its liquidative value at least twice a year.
“Article 423-52
"Professional investment capital funds establish documents according to the indications specified in an instruction and according to a minimum annual period determined by the regulation of the professional investment capital fund.
"These documents are submitted without delay to any applicant or carrier who makes the request.
“Article 423-53
"The documents addressed to the AMF under sections 423-16,423-40,423-42,423-43,423-44 and 423-47 have a purely declarative effect. Their reception by the AMF does not imply any appreciation of their content or the operations to which they relate.
“Chapter IV
"Pay Savings Fund
“Article 424-1
"Chapter I and Section 1 of Chapter II of this Title apply to joint venture investment funds (PEFs) governed by the Articles L. 214-164 and L. 214-165 of the Monetary and Financial Code and L. 3332-16 of the Labour Code and SICAV of employee share ownership governed byArticle L. 214-166 of the Monetary and Financial Codeexcept paragraphs 2 to 4 of I and II of Article 422-7, paragraphs 2 to 4 of I and II of Article 422-11.
"The first and second paragraphs of section 422-41, sections 422-22,422-42 to 422-47 and 422-83 and the first paragraph of I and the first paragraph of II of section 422-101 are not applicable to pay savings funds.
"These funds are also subject to the following provisions.
“Section 1
“Agreement
“Article 424-2
"I. ― The approval of an employee shareholding SICAV or FCPE shall be subject to the pre-filing of the file with the AMF with the elements specified by the instruction of the AMF.
"The silence kept by the AMF for a period of one month, starting with the AMF's acknowledgement of receipt of the application, is a decision to approve. When the AMF requests additional information requiring in return the delivery by the portfolio management company of a supplementary information sheet, the AMF shall notify the AMF in writing, stating that the requested information must be provided within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This acknowledgement of receipt mentions a new period of approval which cannot exceed the one mentioned in the second paragraph.
“II. ― The time limit referred to in I is reduced to eight working days from the AMF's acknowledgement of receipt of the accreditation file when the AMF is similar to an AMF already approved by the AMF. The analogous character of the FIA that solicits accreditation, called "A analogous FIA", and the FIA already approved by the AMF, called "Reference FIA", is appreciated by the AMF, particularly in the light of the following:
« 1° The reference FIA and the analogous FIA are managed by the same portfolio management company or a same financial management delegate, or by management companies or financial management delegates belonging to the same group and, subject to the appreciation of the AMF, information transmitted by the similar FIA management company under the conditions set out in an AMF instruction;
« 2° The reference IAF was approved by the AMF and constituted during the eighteen months prior to the date of receipt of the AMF accreditation file similar to the AMF. On a reasoned request from the management company of the analog FIA, the AMF may accept that the reference FIA has been approved and constituted more than eighteen months before the date of receipt of the analog FIA file;
« 3° The reference IAF has not undergone any changes other than those mentioned in an AMF instruction. On a reasoned request from the management company of the analogous FIA, the AMF may agree that an IAF that has undergone changes, other than those mentioned in an AMF instruction, is a reference IAF;
« 4° Similar FIA subscribers meet the terms and conditions of subscription and acquisition of the reference FIA.
« 5° The investment strategy, risk profile, operating rules and similar FIA regulations are similar to those of the reference FIA; where one of the constituent documents of the analogous FIA differs from that of the reference FIA, it is clearly identified in the accreditation file of the analog FIA under the conditions specified by an AMF instruction.
"The analog IAF accreditation file is filed in electronic format.
"When the AMF asks for additional information that requires in return the sending of a supplementary information sheet, the AMF shall notify the AMF, specifying that the requested information must be provided within sixty days. If these elements fail to be received within this period, the application for approval is deemed to be rejected. Upon receipt of all the requested information, the AMF acknowledges receipt in writing. This notice of receipt mentions a new licence term that cannot exceed eight working days.
"When the analogous FIA or the reference FIA do not comply with the conditions referred to in this article, the AMF shall notify the AMF of this by specifying that the additional information so as to form an accreditation file in accordance with the terms described in I must be submitted to the AMF within sixty days. In the absence of receipt of all such additional information within this period, the application for approval is deemed to be rejected. Upon receipt of all of this additional information, the AMF acknowledges receipt in writing and examines the AMF's accreditation file under the conditions and procedure mentioned in I. This acknowledgement of receipt mentions a new period of approval that cannot exceed one month.
“Section 2
“Constitution
“Article 424-3
"The opening of the subscription period of the shares of an employee shareholder SICAV or the shares of a CFPE shall take place within a maximum period of twelve months from the date of the approval of the SICAV or CFPE. In the absence of a licence, the licence shall be deemed to be deducted unless expressly granted by the AMF.
"Subscription or acquisition of shares of a SICAV of employee share or shares of a FCPE is reserved for employees of the group within the meaning of second paragraph of Article L. 3344-1 of the Labour Code, if applicable to persons mentioned in second paragraph of Article L. 3332-2 of the Labour Code and employees participating in a redemption transaction within the meaning ofArticle L. 3332-16 of the Labour Code.
"The minimum capital or the minimum amount of the assets required for the constitution of the employee shareholding SICAV may be brought by other investors than those mentioned in the preceding paragraph, provided that they undertake to request the purchase of their shares from the opening of the subscription to the above-mentioned employees and, if applicable, to the persons mentioned in the second paragraph of Article L. 3332-2 of the Labour Code.
“Section 3
« Operating rules
“Article 424-4
"A FCPE or an employee shareholding SICAV can only be merged with another FCPE or other employee shareholding SICAV.
“Article 424-5
"Any merger, merger, splitting, splitting or absorption project involving one or more pay savings funds or one or more compartments of an IAF is decided by the FCPE supervisory board or the board of directors or the manager of the employee shareholding SICAV. It is subject to the prior approval of the AMF. The melting or splitting shall be carried out within three months of the approval. In the absence of a licence, the licence shall be deemed to be deducted unless expressly granted by the AMF.
“Article 424-6
"When the carriers are not entitled, given the parity of exchange, to a whole number of shares or shares, the division of the shares or shares of the pay savings funds is carried out in order to allow the reinvestment of the breach.
“Article 424-7
"The liquidative value is made available to the FCPE Supervisory Board or the board of directors of the employee shareholding SICAV on the first business day following its determination.
“Article 424-8
"When insured by an entity other than those mentioned in thebefore the last paragraph of Article R. 214-214 of the Monetary and Financial Code, the mechanism guaranteeing the liquidity of the securities not admitted to the negotiations on a regulated market may be insured by a natural or legal person, distinct from the portfolio management company, the employee shareholding company and the company whose securities are held by the FCPE or the employee shareholding SICAV provided that the person undertakes to redeem the number of securities required to offer a liquidity at least
« 1° A guarantee of good end from a credit institution whose headquarters is located in a member state of the OECD, an insurance company or an investment company whose headquarters is located in a Member State of the European Union or a party to the agreement on the European Economic Area authorized to provide the service referred to in the EU 1 of Article L. 321-2 of the Monetary and Financial Code and whose amount of equity, as defined in Directive 2000/12/EC of 20 March 2000, is at least 3.8 million euros;
« 2° A line of credit granted by a credit institution whose headquarters is located in a member state of the OECD and assigned to the execution of the undertaking defined in this article;
« 3° A portfolio of liquid securities within the meaning ofArticle R. 214-214 of the Monetary and Financial Code, nanti for the benefit of the management company of FCPE or the SICAV of employee shareholding.
"When the company's capital is variable, the mechanism guaranteeing the liquidity of the securities provided for in the last paragraph of Article R. 214-214 of the Monetary and Financial Code can be insured by the company in the forms defined at 1°, 2° and 3°.
“Article 424-9
"The cost of exercising the redemption of shares or shares by the guarantor is fixed by the regulation of FCPE or the statutes of the SICAV of employee shareholding.
"An AMF instruction specifies the statements to be included in the contract guaranteeing liquidity.
« Article 424-10
"The CFPC Supervisory Board shall report in its annual report on the exercise of the duties entrusted to it by sections L. 214 ― 164 and L. 214-165 of the monetary and financial code.
"The board of directors of the SICAV of employee share ownership reports in its annual report on the exercise of the missions entrusted to it by theArticle L. 214-166 of the Monetary and Financial Code.
“Section 4
"Global risk calculation
“Article 424-11
"By derogation from Article 422-51 II, the overall risk of a CCF is the potential loss of the CCF assessed at any time.
“Section 5
“Public information
“Article 424-12
"The costs incurred by a FCPE or an employee shareholding SICAV as described in the 2nd of Article 422-72 are supplemented, if any, by the list of costs related to the operation of FCPE or the employee shareholding SICAV taken over by the company.
“Article 424-13
"The prospectus of FCPE and SICAV of employee shareholding is made up of regulations or statutes whose content, especially for information relating to costs, is determined by an instruction of the AMF.
“Article 424-14
"An instruction from the AMF specifies the information documents that the FCPE or the SICAV of employee shareholding must be made available to the carriers on the AMF or the OPCVM in which it or it invests more than 50% of its assets.
"When such an IAF or OPCVM invests in shares or shares of other IAFs or UCITSs, the key information document for the investor specifies, as the case may be, whether the EPF or the employee shareholder SICAV is invested to more than 50% in shares or shares of the same IAF or OPCVM and mentions the name of these IAFs or OPCVMs.
“Article 424-15
"CFSPs and employee shareholding SICAV publish their liquidative value at least once a month, with the exception of CFPEs governed by fifth and sixth paragraphs of Article L. 3332-17 of the Labour Code, which publish their liquidative value at least once a year, knowing that it cannot be calculated more than once per quarter, and CFSPs governed by theArticle L. 3332-16 of the Labour Codewhich publish their liquid value at least once a year.
“Chapter V
“Title Organizations
“Section 1
“Common provisions for titrization bodies
“Article 425-1
"Unless otherwise provided, Chapter I of this Title applies to securitization organizations.
« Article 425-1-1
“The titration bodies governed by the Articles L. 214-168 to L. 214-189 of the monetary and financial code. An instruction specifies the conditions of application of this chapter.
“Article 425-2
"Financial securities issued by the securitization agency that are offered to the public or are admitted to negotiations on a regulated market fall under Book II title I, subject to the following provisions.
“Article 425-3
"Financial securities of securitization organizations are the responsibility ofArticle L. 621-8 of the Monetary and Financial Code.
“Article 425-4
"When the securitization agency is constituted as a common securitization fund, the draft prospectus referred to in Article 212-1 is jointly prepared by the management company and the depositary. When the securitization body includes compartments, the prospectus is established for each emitter compartment. and financial.
“Article 425-5
"For the purposes of section 212-14, where the securitization agency is constituted as a common securitization fund, the management company and the depositary assume responsibility for the prospectus.
“Article 425-6
"When the securitization agency is constituted in the form of a common securitization fund, the end-of-work letter established by the legal auditors of the accounts, in accordance with section 212-15, is handed over to the management company and the depositary.
“Article 425-7
"The criteria and conditions mentioned in 1° of section 212-17 may be presented in the following form in the prospectus:
« 1° A fork for nominal and subscription price;
« 2° A performance deviation or a yield gap range from a specific market reference for the actuarial rate. Unless specific market circumstances, actuarial rate ranges shall not exceed 0.10 per cent.
“Article 425-8
"The rating document referred to in theArticle L. 214-170 of the Monetary and Financial Code must be communicated to the AMF five days of negotiation at least before the desired date for obtaining the visa.
“Article 425-9
"The notice of receipt of a visa application, referred to in section 212-21, is reduced to five days of negotiation.
« Article 425-10
"The visa notification period referred to in Article 212-22 may be reduced to five days of negotiation when:
“– the securitization society; or
"– the management company and the depositary, when the securitization agency is constituted as a joint securitization fund, attests that the prospectus project for a compartment has operating rules strictly identical to those provided in the prospectus project for a compartment of the same securitization agency previously referred to by the AMF.
“Article 425-11
"For the application of 2° of I of section 212-27, any investor may obtain free of charge communications from the prospectus to the management company and the suppliers responsible for collecting subscriptions.
"It may also obtain free communication from the settlement of the joint securitization fund, if any of the compartment, or from the status of the securitization company.
“Article 425-12
"The securitization bodies whose financial securities are admitted to negotiations on a regulated market or on a multilateral organized negotiation system are subject to articles 223-1 A to 223-10-1.
“Article 425-13
"The securitization bodies whose financial securities are admitted to negotiations on a regulated market are subject to the provisions of this subsection.
“Article 425-14
"At the end of each fiscal year:
“– the securitization society; or
"– the management company, when the titrization organism is constituted as a common securitization fund,
" establishes, under the control of the depositary, the accounting records of the securitization agency.
“Article 425-15
"Not later than four months after the fiscal year is closed:
“– the securitization society; or
"– the management company, when the titrization organism is constituted as a common securitization fund,
"Instructs and publishes, under the control of the depositary of the securitization agency and after verification by the legal account controller, an activity record of the exercise.
"Not later than three months after the end of the first semester of the fiscal year:
“– the securitization society; or
"– the management company, when the titrization organism is constituted as a common securitization fund,
"Instructs and publishes, under the control of the body's depositary and after verification by the legal account controller, a semi-annual activity record.
"When the securitization organization includes compartments, these records are prepared for each compartment, the annual accounts and their annexes are also prepared, if any, for the compartment.
“Article 425-16
"The business records referred to in section 421-15 shall be sent to the holders of the financial securities upon request.
"Any investor may obtain, at no cost as soon as they are published, from:
“– the securitization society; or
"– the management company and the depositary, when the securitization agency is constituted as a common securitization fund, the business records.
"These documents are broadcast by mail or by any other means provided in the prospectus of the securitization agency. Among the possibilities offered, the investor chooses the means of receiving these documents.
"A copy of these documents is sent to the AMF.
“Article 425-17
"The securitization corporation, or the management corporation, where the securitization organization is constituted as a common securitization fund, periodically disseminates information on the assets and liabilities of the securitization agency.
« TITRE III
« OTHER COLLECTIVE PLACEMENTS
“Article 431-1
“The provisions of chapter I, sections 2 and 3, and chapter II, sections 1 and 5, of title II, or, where the other collective investment is open to professional investors, section 1, paragraph 1, and section II, paragraph 1, of chapter II, section II, shall apply to SICAVs referred to in chapter II, section II, paragraph 1, and section II, paragraph 1, of section II, of section II, shall apply to SICAVs referred to in section II, 1° of Article L. 214-191 of the monetary and financial code.
“Article 431-2
“The provisions of chapter I, sections 2 and 3, and chapter II, section 3, of title II, or, where the other collective investment is open to professional investors, of section 1, paragraph 2, of chapter III, Part II, shall apply to a fixed capital investment corporation referred to in chapter III, section 1, paragraph 2. 2° of Article L. 214-191 of the monetary and financial code.
« TITRE IV
« OTHER BUSINESS
« Article 441-1
"The document on miscellaneous property governed by articles L. 550-1 to L. 550-5 of the monetary and financial code, referred to in Article L. 550-3 of the same code, must include all information necessary to investors to base their investment decision.
"The contents of this document and the terms and conditions for the marketing and placement of these assets are specified by an instruction of the AMF. »
Done on 11 December 2013.
For the Minister and by delegation:
Treasury Director General,
R. Fernandez
