Instruction No. 21/99 on the Classification of Undertakings for Collective Investment in Transferable Securities

WEST AFRICAN MONETARY UNION
REGIONAL COUNCIL FOR PUBLIC SAVINGS AND FINANCIAL MARKETS

INSTRUCTION NO. 21/99 RELATING TO THE CLASSIFICATION OF UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN SECURITIES

Having regard to the Convention of July 3, 1996 establishing the Regional Council for Public Savings and Financial Markets, hereinafter referred to as the Regional Council,

Having regard to Articles 18, 19, and 20 of the Annex to said Convention,

Having regard to the General Regulation relating to the Organization, Operation, and Control of the regional financial market of the UMOA, adopted by Decision No. 001/97 of the Council of Ministers of November 28, 1997.

Having regard to Articles 72 to 89 of said General Regulation,

Having regard to the decision of the Regional Council in its session of July 2, 1999,

THE REGIONAL COUNCIL DECIDES:

Article 1
The collective management of securities is carried out within "Undertakings for Collective Investment in Securities" (UCITS) grouped into:

• Variable Capital Investment Companies (SICAVs),
• Common Investment Funds (FCPs),
• or any other form of undertaking for collective investment in securities approved by the Regional Council.

CHAPTER 1: VARIABLE CAPITAL INVESTMENT COMPANY (S.I.C.A.V)

Article 2:
The Variable Capital Investment Company is a public limited company whose object is the management of a portfolio of securities. The SICAV has its registered office in one of the member countries of the UMOA.

Article 3:
Banks authorized by the Regional Council as account keepers and clearing agents, Management and Intermediation Companies, and any other structure authorized for this purpose by the Regional Council may create Variable Capital Investment Companies.

Article 4:
The Variable Capital Investment Company may be managed by a Management Company whose exclusive object is to manage SICAVs. The Management Company is subject to approval by the Regional Council.

Article 5:
The initial capital of a Variable Capital Investment Company cannot be less than one hundred million FCFA (FCFA 100,000,000).
The shares of the Variable Capital Investment Company must be fully paid up upon issuance.
The amount of capital must at all times equal the net asset value of the company, less distributable sums.
The shares of the Variable Capital Investment Company are issued and repurchased at any time by the SICAV itself at the request of shareholders at the liquidation value increased or decreased, as the case may be, by fees and commissions.

Article 6:
The minimum capital below which share repurchases cannot be made is seventy million FCFA (FCFA 70,000,000).

Article 7:
The repurchase by the Variable Capital Investment Company of its shares, as well as the issuance of new shares, may be suspended temporarily by the Board of Directors or the executive board of the Variable Capital Investment Company when exceptional circumstances so require and if the interest of shareholders dictates it under conditions set forth in the company's statutes.

Article 8:
Capital variations resulting from share repurchases and issuances by the Variable Capital Investment Company take place without modification of the statutes and without the need to submit said statutes to the General Assembly or to carry out special publicity. The statutes cannot provide for particular advantages for shareholders.

Article 9:
Prior to the first issuance of shares, an information note approved by the Regional Council must be made available to the public.
For all other share issuances, the Regional Council may require the communication of all documents prepared and distributed by the Variable Capital Investment Company and may modify their content or presentation.

Article 10:
The assets of the Variable Capital Investment Company are held by a unique Depositary, distinct and autonomous from this company, chosen among Management and Intermediation Companies and banks exercising account keeping and clearing activities authorized by the Regional Council. The responsibility of the Depositary is not engaged by the fact that it entrusts all or part of the assets in its custody to a third party. It ensures the regularity of the decisions of the Variable Capital Investment Company. The Depositary is designated in the statutes of the Variable Capital Investment Company and must have its registered office in the country of the registered office of the SICAV.

CHAPTER 2: COMMON INVESTMENT FUNDS (FCP)

Article 11:
The Common Investment Fund is a co-ownership of securities without legal personality.
The Common Investment Fund has its seat in one of the member countries of the UMOA.
The provisions relating to indivision do not apply to the Common Investment Fund.

Article 12:
The Common Investment Fund is managed by a management company whose exclusive object is to manage FCPs. The management company is subject to approval by the Regional Council.

Article 13:
The units of the Common Investment Fund are issued and repurchased at the request of holders at the liquidation value increased or decreased, as the case may be, by fees and commissions.

Article 14:
Unit holders or their successors cannot cause the partition of the Fund.
Unit holders are liable for the debts of the co-ownership only up to the amount of the FCP's assets and proportionally to their share.

Article 15:
The minimum amount of securities and cash deposits that every Common Investment Fund must assemble upon its formation is fixed at sixty million FCFA (FCFA 60 million).

Article 16:
The asset level below which unit repurchases cannot be made is fixed at forty-five million FCFA (FCFA 45,000,000).

Article 17:
Prior to the issuance of units of the Common Investment Fund, the Regional Council must affix its visa to the information note describing the characteristics of the Common Investment Fund. After obtaining the visa, the information note must be made available to the public.

Article 18:
The Common Investment Fund is constituted jointly by a Bank, an SGI, or a management company responsible for its management, and a legal entity, depositary of the assets of the Common Investment Fund. The Common Investment Fund is represented vis-à-vis third parties by the company responsible for its management. This company may sue to defend or assert the rights or interests of unit holders.

Article 19:
The Regulations of the Common Investment Fund must provide that its assets are held by a unique Depositary distinct from the management company of the Common Investment Fund.
The Depositary is chosen among Management and Intermediation Companies or banks authorized by the Regional Council exercising Account Keeping and Clearing activities.
The Depositary ensures the regularity of the decisions of this management company. It must have its registered office in the country of the registered office of the management company of the Common Investment Fund.

Article 20:
The minimum amount of securities that the Fund must assemble upon its formation is FCFA 10 million.
The assets of the Common Investment Fund are evaluated based on a report established by the statutory auditor. The value of contributions in kind is verified by a Statutory Auditor who establishes, for this purpose, a report under his responsibility.

Article 21:
The Management Company of the Common Investment Fund and the Depositary are individually or jointly liable, as the case may be, towards third parties or towards unit holders, either for violations of the regulatory provisions applicable to Common Investment Funds, or for violation of the Regulations of the Common Investment Fund, or for their faults.

Article 22:
The repurchase by the Common Investment Fund of its units, as well as the issuance of new units, may be suspended temporarily by the management company when exceptional circumstances so require and if the interest of unit holders dictates it under conditions set forth in the Regulations of the Common Investment Fund.

Article 23:
The Management Company and the Depositary establish Regulations which are submitted to the Regional Council for approval. These regulations must fix the duration of the Common Investment Fund, the respective rights and obligations of unit holders, the Management Company, and the Depositary, and the methods for holding the assets of the Common Investment Fund. The Regulations must provide for the rules and procedures to be followed for their modification. Any modification to the Regulations enters into force only after the expiration of a period of three (3) months from its notification to unit holders. Subscription or acquisition of units of a Common Investment Fund entails acceptance of its Regulations, the text of which must be provided to each unit holder.

Article 24:
This Instruction shall be published wherever necessary.
Made in Abidjan, on July 2, 1999
For the Regional Council
The President
L. NAKA