Instruction No. 46/2011 (Revised) on the Classification and Asset Allocation Rules for Collective Investment Schemes on the UMOA Regional Financial Market

WEST AFRICAN MONETARY UNION

CREPMF

REGIONAL COUNCIL FOR PUBLIC SAVINGS AND FINANCIAL MARKETS

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INSTRUCTION NO. 46/2011 (REVISED)

ON THE CLASSIFICATION AND ASSET ALLOCATION RULES FOR COLLECTIVE INVESTMENT SCHEMES ON THE UMOA REGIONAL FINANCIAL MARKET

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The Regional Council for Public Savings and Financial Markets,

Having regard to the Convention of 3 July 1996 establishing the Regional Council for Public Savings and Financial Markets (hereinafter the "Regional Council");

Having regard to the Annex to the Convention on the composition, organization, functioning and powers of the Regional Council, particularly Article 18;

Having regard to the General Regulation on the Organization, Functioning and Supervision of the UMOA Regional Financial Market, particularly Articles 72 and following;

Having regard to Regulation No. 9/2006/CM/UEMOA of the Council of Ministers of 29 June 2006 adopting Specific Accounting Rules applicable to approved participants on the regional financial market;

Having regard to Regulation No. 02/2010/CM/UEMOA on securitization operations within the UMOA;

Having regard to Decision No. CM/DAC/04/04/2017 of 14 April 2017 of the UMOA Council of Ministers appointing the President of the Regional Council;

Having regard to the deliberations of the Regional Council during its 48th ordinary session on 09 September 2011;

Having regard to the deliberations of the Regional Council during its 51st ordinary session on 04 September 2012;

Having regard to the deliberations of the Regional Council during its 75th ordinary session on 05 June 2018;

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Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire | TEL.: (225) 20215742/20215179 Fax: 20221657 | presidence@crepmf.org | www.crepmf.org

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Instruction No. 46/2011 (REVISED)

HEREBY ORDERS

TITLE I: DEFINITION OF TYPES OF COLLECTIVE INVESTMENT SCHEMES

Article 1

Collective Investment Schemes ("CIS") are:

1. Collective Investment Schemes in Securities (hereinafter referred to as "OPCVM");
2. Securitization Funds for Receivables (hereinafter referred to as "FCTC").

OPCVMs take the form of Variable Capital Investment Companies, Common Investment Funds, or any other collective investment vehicle approved by the Regional Council.

CHAPTER I: VARIABLE CAPITAL INVESTMENT COMPANIES

Article 2

A Variable Capital Investment Company (SICAV) is a public limited company whose exclusive purpose is the formation and management of a portfolio of securities.

Article 3

Venture Capital Investment Companies (SICAR) are SICAVs whose primary purpose is to participate, on behalf of their shareholders and with a view to their subsequent sale, notably on the regional financial market, in the capital or strengthening of the equity of companies.

SICARs aim to provide their shareholders with the benefits of the results from managing the assets they hold, in exchange for the risks they bear.

When shares held by a SICAV are admitted to the Regional Securities Exchange (BRVM), the latter may only retain them for a maximum period of two (2) years from the date of admission.

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Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire | TEL.: (225) 20215742/20215179 Fax: 20221657 | presidence@crepmf.org | www.crepmf.org 2/9

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Instruction No. 46/2011 (REVISED)

CHAPTER II: COMMON INVESTMENT FUNDS (FCP)

Article 4

A Common Investment Fund (FCP) is a co-ownership of securities. By purchasing shares, an investor becomes a member of a co-ownership of securities but has no voting rights. They are not a shareholder.

Provisions relating to undivided ownership and companies are not applicable to it.

FCPs are represented by a Management Company in all acts concerning the rights and obligations of share holders, as well as in any legal action, whether as plaintiff or defendant.

Article 5

Venture Capital Common Investment Funds (FCPR) are FCPs whose primary purpose is to participate, on behalf of share holders and with a view to their subsequent sale, in the capital or strengthening of the equity of companies.

Article 6

Enterprise Common Investment Funds (FCPE) are FCPs reserved for employees of a company or a group of companies.

Article 7

7.1 Any Common Investment Fund that comes to hold assets exceeding five (05) billion FCFA must implement the following control and monitoring mechanism:

7.1.1 A Supervisory Committee The Supervisory Committee must be composed of five (05) members, including:

• one (01) Chairman, a natural person with no links to the Management Company and the Fund's Custodian;
• one (01) natural person independent of any links with the SGO or with the FCPs under management and their custodian, from whom the Committee Chairman will be selected;
• three (03) share holders of the Common Investment Fund with no links to the Management Company and the Fund's Custodian.

The Supervisory Committee:

• exercises permanent oversight of the management provided by the Management Company;

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Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire | TEL.: (225) 20215742/20215179 Fax: 20221657 | presidence@crepmf.org | www.crepmf.org 3/9

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Instruction No. 46/2011 (REVISED)