CIRCULAR No. 02/CREPMF/2022 ON THE APPROVAL PROCESS, MODIFICATION OF INITIAL APPROVAL CONDITIONS, AND WITHDRAWAL OF APPROVAL FOR MANAGEMENT COMPANIES OF COLLECTIVE INVESTMENT UNDERTAKINGS

UNION MONETARY WEST AFRICAN UNION

crepmf

REGIONAL COUNCIL FOR PUBLIC SAVINGS AND FINANCIAL MARKETS

CIRCULAR No. 02/CREPMF/2022
ON THE APPROVAL PROCESS, MODIFICATION OF INITIAL APPROVAL CONDITIONS, AND WITHDRAWAL OF APPROVAL FOR MANAGEMENT COMPANIES OF COLLECTIVE INVESTMENT UNDERTAKINGS

The General Secretariat of the Regional Council for Public Savings and Financial Markets (CREPMF) wishes to inform prospective companies or already approved Collective Investment Undertaking Management Companies (SG-OPC) on the regional financial market of the UMOA that, in accordance with current regulations, they must comply with the provisions of this Circular, which specifies the list of documents and information to be submitted for an approval application, modification of initial approval conditions, or withdrawal of approval for a Collective Investment Undertaking Management Company (SG-OPC), as well as the content and format of the business plan.

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

I. APPROVAL PROCESS

1.1 Submission of the Approval Application
The approval application file for the status of Collective Investment Undertaking Management Company referred to in Article 5 of the Instruction includes, in addition to the approval application form and supporting documents defined in Instruction 64/2020/CREPMF on the conditions for processing approval or authorization application files, the following elements:

1. a business plan as set out in Annex 1;
2. an information sheet to be completed by the management.
   The file must be submitted exclusively, preferably electronically, and if necessary in physical form, to the Regional Council.

Address: Joseph ANOMA Avenue
P.O. Box 1878 Abidjan 01 / Côte d’Ivoire
Website: http://www.crepmf.org

TEL.: (225) 27 20 21 57 42 /27 20 31 56 20
Fax: (225) 20 33 23 04
Email: sg@crepmf.org

1.2 Processing of the Approval Application by the Regional Council
During the processing of the file, the Regional Council may request any additional information. The Collective Investment Undertaking Management Company must submit this information to the Regional Council electronically within the specified timeframe.

Address: Joseph ANOMA Avenue
P.O. Box 1878 Abidjan 01 / Côte d’Ivoire
Website: http://www.crepmf.org

TEL.: (225) 27 20 21 57 42 /27 20 31 56 20
Fax: (225) 20 33 23 04
Email: sg@crepmf.org

1.3 Processing of the Notification of the Approval Decision
Upon completion of the processing, the Regional Council may grant approval to the prospective company as a Collective Investment Undertaking Management Company, in the form of a decision. This approval is notified to the applicant.

The approval decision for the Collective Investment Undertaking Management Company issued by the Regional Council includes:

• the approval number;
• the date of issuance of the approval;
• the scope of the approval, which remains dependent on the perimeter of the business plan submitted to the Regional Council.

The Regional Council may attach specific conditions to the approval aimed at preserving the financial equilibrium of the Collective Investment Undertaking Management Company's structure. It may also subordinate the granting of approval to the fulfillment of commitments undertaken by the applicant company or its shareholders or unit holders.

Approval may be subject to the submission to the Regional Council of elements justifying the fulfillment of suspensive conditions within the timeframe stipulated by the approval decision. Failing this, the approval becomes void.

Once the approval is effective, the reference to the status of Collective Investment Undertaking Management Company and the approval number must be included in documents intended for the public and, where applicable, on the company's website, but may not be presented for advertising purposes as constituting a quality label or a guarantee of sound management.

In the event of a refusal by the Regional Council to approve an applicant company as a Collective Investment Undertaking Management Company, a letter notifying the reasons for this refusal shall be sent to it.

II. MODIFICATION OF ELEMENTS IN THE INITIAL APPROVAL APPLICATION FILE

Any modification affecting the main characteristics of the initial approval application file for a Collective Investment Undertaking Management Company must be brought to the attention of the Regional Council.

2.1 Procedure
a) The modifications listed below are subject to prior authorization from the Regional Council:

• outsourcing of the compliance function or the internal control function;
• change of the risk manager;
• change of the information system, notably the core business management software.
  b) The procedures regarding direct or indirect modifications to the shareholding of the Collective Investment Undertaking Management Company are specified by a Circular of the Regional Council;

Address: Joseph ANOMA Avenue
P.O. Box 1878 Abidjan 01 / Côte d’Ivoire
Website: http://www.crepmf.org

TEL.: (225) 27 20 21 57 42 /27 20 31 56 20
Fax: (225) 20 33 23 04
Email: sg@crepmf.org

c) Modifications not covered in points a) and b) are subject to prior declaration to the Regional Council. d) The submission of a modification application subject to authorization is carried out under the conditions listed in the first paragraph of point 1.1, with an update of the business plan for the parts concerned by the modification, where applicable. The prior authorization request for a modification is submitted by an authorized person of the Collective Investment Undertaking Management Company. This person is either a legal representative or a specifically authorized person.

2.2 Submission of the Modification Application
Any modification application must be sent preferably electronically and, if necessary, in physical form to the Regional Council and includes:

• a request accompanied by an updated version of the business plan mentioned in Annex 1. Each section must be completed. Sections subject to modification must be clearly identified;
• the attachments mentioned in Annex 2, as well as any other document that the Collective Investment Undertaking Management Company deems necessary for the processing of the file.

To facilitate the processing of the file, two versions of the business plan are sent to the Regional Council: One version showing the changes and another integrating the changes in final form, accompanied by a summary sheet in table format presenting the changes between the two versions in a comparative manner.

2.3 Processing of the Modification Application by the Regional Council
The processing of the modification application subject to approval is carried out under the same conditions as in point 1.2.

The Regional Council may request any additional information following a declaration or authorization request.

III. WITHDRAWAL OF APPROVAL

In accordance with the provisions of Instruction 32/2002 on the procedure for withdrawing approval from entities approved by the Regional Council for Public Savings and Financial Markets of the UMOA and Article 6, paragraph 9 of the Instruction, the approval of a Collective Investment Undertaking Management Company may be withdrawn.

This withdrawal may be made at the request of the Management Company, when it decides to merge with another Collective Investment Undertaking Management Company or cease its collective investment management activities. This withdrawal application must be accompanied by the minutes of the decision-making bodies deciding either on changes to the company's corporate purpose and name (in case of activity change) or on the early dissolution of the company (in case of merger or dissolution).

The Regional Council may also decide to withdraw the approval of a Collective Investment Undertaking Management Company if the latter no longer meets the conditions or commitments to which its approval or subsequent authorization was subject, or if the company has not used its approval within a period of twelve (12) months or when it has ceased exercising its activities for at least six (06) months, or if it

Address: Joseph ANOMA Avenue
P.O. Box 1878 Abidjan 01 / Côte d’Ivoire
Website: http://www.crepmf.org

TEL.: (225) 27 20 21 57 42 /27 20 31 56 20
Fax: (225) 20 33 23 04
Email: sg@crepmf.org

obtained approval through false declarations or any other irregular means, or if it has committed serious breaches identified following a control mission.

IV. BUSINESS PLAN

The approval file includes a business plan whose template is set out in Annex 1 of this Circular.

The business plan applies to all different categories of Collective Investment Undertaking Management Companies and self-managed Collective Investment Undertakings for which the applicant is approved or applying for approval. It details each of the services that the Collective Investment Undertaking Management Company intends to provide, specifies the conditions under which the company plans to provide the relevant services, indicates the type of operations envisaged, and outlines its organizational structure.

The content of the business plan is specific to each Collective Investment Undertaking Management Company. The elements included in the standard file, as specified in Annex 2, are intended to guide the company in presenting its activities.

The business plan describes all services and activities that the Collective Investment Undertaking Management Company intends to provide within its activity perimeter and the controls associated with them. This document is adapted both according to the managed portfolios and the instruments used within the management framework established by the company.

The business plan of the applicant company specifies the specific instruments used by the Collective Investment Undertaking Management Company, notably:
a) instruments traded on the Regional Securities Exchange; b) UCITS and AIFs; c) financial instruments not admitted to trading on the Regional Securities Exchange; d) real estate assets; e) financial contracts and financial instruments containing a financial contract, when they are simple or complex; f) other assets.

The various instruments to which the Collective Investment Undertaking Management Company may resort are detailed in the relevant sections of the business plan. Processing by the Regional Council may occur either concurrently with the initial approval file or at a subsequent stage in the initial approval process of the Collective Investment Undertaking Management Company, within the framework of an extension request submitted by the company for its activity perimeter.

This Circular takes effect from the date of its publication.

Done in Abidjan, on 03 JAN 2022

The General Secretary
Ripert BOSSOUKPE

Address: Joseph ANOMA Avenue
P.O. Box 1878 Abidjan 01 / Côte d’Ivoire
Website: http://www.crepmf.org

TEL.: (225) 27 20 21 57 42 /27 20 31 56 20
Fax: (225) 20 33 23 04
Email: sg@crepmf.org