Circulaire No. 05/CREPMF/2022 on the Content of OPC Prospectuses

UNION MONETAIRE OUEST AFRICAINE
CREPMF
CONSEIL REGIONAL DE L'EPARGNE PUBLIQUE ET DES MARCHES FINANCIERS

CIRCULAIRE N°05/CREPMF/2022
ON THE CONTENT OF OPC PROSPECTUSES

The General Secretariat of the Regional Council for Public Savings and Financial Markets (CREPMF) reminds approved Collective Investment Undertakings (OPC) and OPC Management Companies (SGO) operating in the UMOA regional financial market that, in accordance with current regulations, they must comply with the provisions of this Circular, which specifies the information that the Prospectus must contain, provided such information is not already included in the OPC's Regulations or the constituent documents annexed to the Prospectus.

For the purposes of this Circular, the term "Instruction" refers to Instruction No. 66/CREPMF/2021 regarding Collective Investment Undertakings and their Management Companies on the UMOA regional financial market.

The Prospectus must contain at least the information set out in Annex 1 and respect the stated order of presentation.

This Circular takes effect upon its publication.

Done in Abidjan on 02 JAN 2022

The General Secretary
Ripert BOSSOUKPE

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ANNEX 1
Information to be included in Prospectuses

1- Information concerning the OPC, the Management Company or the Investment Company

1. Information concerning the Common Investment Fund	1. Information concerning the OPC Management Company	1. Information concerning the Investment Company
1.1. Name	1.1. Name or corporate name, legal form, RCCM number, registered office and central administration office if different from the registered office	1.1. Name or corporate name, RCCM number, legal form, registered office and central administration office if different from the registered office
1.2. Date of establishment of the Common Investment Fund. Indication of duration, if limited	1.2. Date of establishment of the company	1.2. Date of establishment of the company
1.3. If the company manages other OPCs, indicate them	1.3. When the Investment Company has different investment compartments, indicate them
1.4. Indication of the location where the Fund's Regulations can be obtained, if not annexed, and periodic reports		1.4. Indication of the location where constituent documents can be obtained, if not annexed, and periodic reports
1.5. Brief indications concerning the tax regime applicable to the Common Investment Fund, if relevant for unit holders. Indication of withholding taxes applied on income and capital gains distributed by the Common Investment Fund to unit holders		1.5. Brief indications concerning the tax regime applicable to the company, if relevant for shareholders. Indication of withholding taxes applied on income and capital gains distributed by the company to shareholders
1.6. Dates for closing accounts and distributions		1.6. Dates for closing accounts and distributions
1.7. Identity of persons responsible for auditing the accounting data referred to in Article 37 of the Instruction		1.7. Identity of persons responsible for auditing the accounting data referred to in Article 37 of the Instruction
1.8. Identity and functions within the company of members of administrative, management, and supervisory bodies. Mention of main activities performed by these persons outside the company when significant relative to it	1.8. Identity and functions within the company of members of administrative, management, and supervisory bodies. Mention of main activities performed by these persons outside the company when significant relative to it
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1.9. Amount of subscribed capital with indication of paid-up capital	1.9. Initial capital
1.10 Mention of the nature and main characteristics of units, including the following indications:

• Nature of the right (real, creditor, or other) represented by the unit,
• Original securities or certificates representing these securities; registration in a register or account,
• Characteristics of units: registered or bearer. Indication of possible subdivisions,
• Description of voting rights of unit holders, if any,
• Circumstances under which the liquidation of the Common Investment Fund may be decided and liquidation procedures, particularly regarding | | 1.10 Mention of the nature and main characteristics of shares, including the following indications:
• Original securities or certificates representing these securities; registration in a register or account,
• Characteristics of shares: registered or bearer. Indication of possible subdivisions,
• Description of voting rights of shareholders,
• Circumstances under which the liquidation of the investment company may be decided and liquidation procedures, particularly regarding shareholder rights. |
  droits des porteurs de parts. | | |
  1.11 Possible indication if units are listed or traded | | 1.11 Possible indication if shares are listed or traded |
  1.12 Procedures and conditions for issuance and sale of units | | 1.12 Procedures and conditions for issuance and sale of shares |
  1.13 Procedures and conditions for repurchase or redemption of units and cases in which repurchase or redemption may be suspended | | 1.13 Procedures and conditions for repurchase or redemption of shares and cases in which repurchase or redemption may be suspended. When an Investment Company has different investment compartments, indication of procedures allowing a shareholder to move from one compartment to another and fees charged on this occasion. |
  1.14 Description of rules governing the determination and allocation of income | | 1.14 Description of rules governing the determination and allocation of income |
  1.15 Description of investment objectives of the Common Investment Fund, including financial objectives (e.g., seeking capital appreciation or income), investment policy (e.g., specialization in certain geographic or industrial sectors) and limits of this investment policy, and indication of techniques, instruments, or borrowing capacity likely to be used in managing the Common Investment Fund | | 1.15 Description of investment objectives of the company, including financial objectives (e.g., seeking capital appreciation or income), investment policy (e.g., specialization in certain geographic or industrial sectors) and limits of this investment policy, and indication of techniques, instruments, or borrowing capacity likely to be used in managing the company |
  1.16 Rules for asset valuation | | 1.16 Rules for asset valuation |
  1.17 Determination of sale or issue prices and repurchase or redemption prices, in particular:
• method and frequency of price calculation,
• information on fees related to sale/issue and repurchase/redemption of units,
• manner, locations, and frequency of price publication | | 1.17 Determination of sale or issue prices and repurchase or redemption prices, in particular:
• method and frequency of price calculation,
• information on fees related to sale/issue and repurchase/redemption of shares,
• manner, locations, and frequency of price publication |
  1.18 Indication regarding the manner, amount, and calculation of remuneration charged to the Common Investment Fund for the benefit of the Management Company, Depositary, or third parties, and reimbursement by the Common Investment Fund of fees to the Management Company, Depositary, or third parties | | 1.18 Indication regarding the manner, amount, and calculation of remuneration charged to the company for the benefit of its executives, members of administrative/management/supervisory bodies, Depositary, or third parties, and reimbursement by the company of fees to its executives, Depositary, or third parties |

2- Information concerning the Depositary
2.1 Name or corporate name, legal form, registered office and central administration office if different from the registered office
2.2 Main activity

3- Information on advisory firms or external investment advisors, when their services are contracted and paid by deduction from the OPC's assets
3.1 Name or corporate name of the firm or advisor's name
3.2 Important contract clauses with the Management Company or Investment Company relevant to unit holders, excluding remuneration-related clauses
3.3 Other significant activities

4- Information on measures taken to make payments to unit holders or shareholders, repurchase or redemption of units or shares, and dissemination of information concerning the OPC These informations must, in any event, be provided in the Member State where the OPC is established. Furthermore, when units or shares are marketed in another Member State, these informations are provided concerning that Member State in the Prospectus distributed therein.

5- Other information concerning investments
5.1 Historical performance of the OPC (if applicable), this information may be included in the Prospectus or attached to it
5.2 Profile of the typical investor for whom the OPC was designed
5.3 Economic information
5.4 Expenses and possible commissions, other than fees referred to in point 1.17, allocated according to whether they must be paid by the unit holder or shareholder, or deducted from the OPC's assets.