General Decision of the Financial Markets Council No. 8 of April 1, 2004 on changes in the life of a UCITS and related information obligations

1
General Decision of the Financial Markets Council No. 8 of April 1, 2004 on changes in the life of a UCITS and related information obligations The College of the Financial Markets Council, meeting on December 29, 2003; Having regard to Law No. 94-117 of November 14, 1994 on the reorganization of the financial market and in particular Articles 28, 31 and 48; Having regard to the Collective Investment Scheme Code; Having regard to the Financial Markets Council Regulation on Securities Collective Investment Schemes and management companies for such schemes; Decides:
PREAMBLE
Article 32 of the Collective Investment Scheme Code subjects the establishment and liquidation of Securities Collective Investment Schemes to approval by the Financial Markets Council.
Article 86 of the Financial Markets Council Regulation on Securities Collective Investment Schemes and management companies for such schemes specifies that any modification affecting the characteristic elements of the initial approval file for the establishment of a UCITS must be brought to the attention of the Financial Markets Council.
This same article further specifies that the Financial Markets Council assesses whether these modifications are likely to call into question the approval previously granted or whether they must be subject to information provided to shareholders or unitholders, and determines the medium for such information. This General Decision aims to clarify:

• changes subject to approval
• changes not subject to approval that must be subject to information and a right of exit without fees.
  The required information is:
• Either specific information to unitholders or shareholders by personal letter
• Or information via periodic documents (quarterly, annual financial statements or annual report)
• Or information via publication of a press release in a daily newspaper and in the official bulletin of the Financial Markets Council.
  The procedures and information obligations related to each of these changes are summarized in a synthetic table annexed to this General Decision.

I - Changes subject to approval occurring in the life of a UCITS and related information obligations
Article 1
The following changes occurring in the life of a UCITS are likely to call into question the approval previously granted and require obtaining a new approval relating to the proposed modification:

• Change of manager
• Change of depositary
• Change of distributor

2

• Addition of a new distributor
• Change of financial management delegate
• Change of administrative or accounting manager
• Change of category
• Change of guarantee or its characteristics
• Change of the name of the UCITS.
  Article 2
  Changes subject to approval must be submitted as a file to the CMF, comprising:
• a copy of the approval form on which all fields are completed, with the relevant fields clearly marked (different ink, highlighting...),
• a presentation by the manager, depositary, distributor, financial management delegate or administrative/accountary manager, as applicable,
• the draft updated public offering prospectus, explicitly showing the modifications to be made,
• the draft press release(s) for information to shareholders or unitholders,
• any supporting documents: agreements, guarantee contract, …
• the draft internal regulations or amended articles of association of the UCITS, if necessary,
• the written indication from the depositary that it has been informed of the modification.
  Article 3
  When the change of manager, financial management delegate or administrative/accountary manager is made in favor of a management company approved by the CMF or an organization already acting as manager for which the CMF holds the information provided for in Article 3 of the CMF Regulation on UCITS, the applicant is exempt from providing said information.
  Article 4
  When the change of depositary is made in favor of a depositary exercising this role who has already submitted to the CMF the information provided for in Articles 55, 56 and 67 of the Regulation on UCITS, the applicant is exempt from providing the information provided for in Article 3 of said Regulation.
  Article 5
  When the change of distributor or addition of a new distributor is made in favor of an organization already acting as distributor for UCITS for which the CMF holds the information provided for in Article 3 of the CMF Regulation on UCITS, the applicant is exempt from providing said information.
  Article 6
  The updated prospectus must be disseminated as soon as possible through distribution networks.
  Article 7
  The change of manager, depositary, distributor, financial management delegate, category as well as guarantee or its characteristics are subject to specific prior information for shareholders and unitholders and to publication via press in a daily newspaper and in the official bulletin of the Financial Markets Council. The change of the name of the UCITS is subject to publication via press in a daily newspaper and in the official bulletin of the Financial Markets Council as well as information in periodic documents. The addition of a new distributor and the change of administrative/accountary manager are subject to information in periodic documents. 3 This information may only take place after obtaining the CMF's approval. This approval constitutes agreement on the draft investor information, which must be attached to the approval application file. The information must explicitly state whether the effective date is immediate or deferred. Immediate application means three business days after the actual dissemination of information to shareholders or unitholders.
  Article 8
  The changes provided for in Article 1 of this Decision are immediately brought to the attention of the statutory auditors.
  Article 9
  For the changes provided for in Article 1 of this Decision, when a UCITS provides for redemption commissions, a right to exit without fees for a period of 3 months is offered to shareholders or unitholders, except in the case of change of administrative/accountary manager as well as addition of a new distributor. II - Changes not subject to approval occurring in the life of a UCITS and related information obligations
  Article 10
  The following reductions in charges must be published via press in a daily newspaper and in the official bulletin of the Financial Markets Council as well as be subject to information in periodic documents:
• Depositary commissions
• Manager commissions
• Distributor commissions
• Remuneration of the stock exchange intermediary responsible for order execution
  Article 11
  Increases in the charges cited in the previous article must be subject to specific information for shareholders and unitholders, in addition to press publication and in the official bulletin of the Financial Markets Council and in periodic documents. If the concerned UCITS provides for redemption commissions, a right to exit without fees for a period of 3 months is offered to shareholders or unitholders.
  Article 12
  Modifications concerning investment guidelines and allocation of results must be subject to specific information for shareholders and unitholders as well as publication via press in a daily newspaper and in the official bulletin of the Financial Markets Council. If the concerned UCITS provides for redemption commissions, a right to exit without fees for a period of 3 months is offered to shareholders or unitholders.
  Article 13
  Increases in redemption commissions must be subject to specific information for shareholders and unitholders as well as publication via press in a daily newspaper and in the official bulletin of the Financial Markets Council. Furthermore, a right to exit without fees for a period of 3 months is offered to shareholders or unitholders. Reductions in redemption commissions must be subject to publication via press in a daily newspaper and in the official bulletin of the Financial Markets Council. 4
  Article 14
  The following changes must be published via press in a daily newspaper and in the official bulletin of the Financial Markets Council:
• Entry commissions
• Subscription and redemption procedures (time, etc.)
• Order centralization (hours / days, etc.)
• Initial life duration of the UCITS
• One of the members of the board of directors
• One of the members of the investment committee
• Management of the SICAV
• Management of the management company
• Stock exchange intermediary responsible for order execution.
  Article 15
  The following changes must be subject to information in periodic documents:
• Registered office of the SICAV or manager
• Statutory auditor
• Fees of the statutory auditor
• Minimum subscription amount
• Date for calculating the NAV
• Frequency of NAV calculation.
  If the modification must take place one month before the dissemination of the periodic document, sending a personalized letter or publishing a press release in a daily newspaper and in the official bulletin of the Financial Markets Council is required.
  Article 16
  UCITS must ensure effective dissemination of information intended for investors before the changes they announce enter into force.
  Article 17
  Any modification not included in this Decision must be previously brought to the attention of the Financial Markets Council.
  The latter determines the appropriate processing method as well as the information medium for shareholders or unitholders.
  President of the Council Visa of the Minister of the Financial Markets of Finance