UNION MONETAIRE OUEST AFRICAINE

CREPMF

CONSEIL REGIONAL DE L'EPARGNE PUBLIQUE

ET DES MARCHES FINANCIERS

*

INSTRUCTION N° 44 / 2010

RELATIVE A L'AGREMENT DES SOCIETES DE GESTION DE FONDS COMMUNS DE TITRISATION DE CREANCES SUR LE MARCHE FINANCIER REGIONAL DE L'UMOA

*

The Regional Council of Public Savings and Financial Markets,

Having regard to the Convention of July 3, 1996 establishing the Regional Council of 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;

Having regard to the General Regulation relating to the Organization, Functioning and Control of the UMOA Regional Financial Market;

Having regard to Regulation CM/02/2010/CM/UEMOA relating to Common Funds for Securitization of Claims and securitization operations in the UEMOA;

Having regard to Decision No. CM/11/09/2009 dated September 25, 2009 of the UEMOA Council of Ministers appointing the President of the Regional Council;

Having regard to the deliberations of the Regional Council at its session of May 18, 2010;

HAS ADOPTED

Article 1: Application for Approval

Any Common Fund for Securitization of Claims (hereinafter referred to as "FCTC"), whether its securities are the subject of a public offering or not, may only be managed by a management company approved by the Regional Council.

The approval of the FCTC management company is subject to the prior submission to the Regional Council of a file containing the documents mentioned in Article 3 of this Instruction.

*

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

*

Instruction n° 44 / 2010

Article 2: Eligibility Conditions

Any company applying for approval as an FCTC management company must meet the following conditions:

1. Legal Form

The management company must necessarily take the form of a public limited company with a Board of Directors whose exclusive object is the management of one or more FCTCs.

2. Registered Office

The management company must have its registered office in one of the UEMOA Member States.

3. Share Capital

The minimum share capital of the management company is set at two hundred and fifty million (250,000,000) FCFA. It must be fully paid up upon incorporation, and the company must permanently hold net equity equal to or greater than this amount.

The proportion of the share capital held by each shareholder, as well as their identity and status, must be indicated.

The establishment that has transferred claims to an FCTC may not hold, alone or with its group companies, a stake equal to one-third of the share capital of the management company of that FCTC. The group companies of the transferring establishment are those which, directly or indirectly, either control the transferring establishment, or are controlled by it or by one of the companies controlling it.

If contributions in kind have been made on an ancillary basis, the report of the auditor of contributions must be attached to the file.

4. Integrity of Shareholders and Corporate Officers

The following persons may not be shareholders, corporate officers, or directors of a company applying for approval as an FCTC management company: natural persons who have incurred, in any country, one or more convictions for economic and financial offenses or common law offenses, attempts, complicity, or handling of forgery or use of forged documents, theft, fraud, breach of trust, misappropriation of public funds, extortion of funds or valuables, and acts of counterfeiting, or, generally, any conviction for crimes or offenses assimilated to any of those listed above.

Article 3: Application File for Approval

The application file for approval must include a certified true copy of the management company's articles of association, the notarized declaration of subscription and payment, the declaration of registration with the Trade and Movable Credit Register, as well as a company presentation document.

*

Avenue Joseph ANOMA 01 B. P. : 1878 Abidjan 01/Côte d'Ivoire TEL.: (225) 20215742/20215179 Fax: 20221657 presidence@crepmf.org www.crepmf.org 2/5

*

Instruction n° 44 / 2010

The company presentation document must include the following information:

1. Information on the amount and distribution of capital
2. Resources of the management company

The management company must provide sufficient guarantees regarding its organization, technical and human resources, and the integrity and professional experience of its directors and persons dealing with investors. These functions require the issuance of a professional card, which the applying company must request at the same time as its application for approval.

2.1 Legal Representatives, Corporate Mandatories, and Internal Controller

The name, first name, address, nationality, date and place of birth of the legal representatives, corporate mandatories, and the internal controller of the company must be stated.

For each of them, the following must be provided:

• a criminal record extract dated less than three months ago;
• an up-to-date curriculum vitae.

Any other professional activities carried out by the company's legal representatives, if any, must be mentioned.

2.2 Staffing Resources

The presentation document must include an organizational chart of the management company specifying:

• the hierarchical level of the internal controller;
• the number and hierarchical level of other salaried employees of the company, and the nature of their employment contracts;
• the number and hierarchical level of persons made available to the company on a permanent basis.

The secondment contracts must be communicated to the Regional Council.

The curriculum vitae of the salaried employees of the management company or made available for the exercise of the company's main missions must be attached to the file.

The staff must include at least:

• an internal controller;
• a fund manager;
• an accountant.

*

Avenue Joseph ANOMA 01 B. P. : 1878 Abidjan 01/Côte d'Ivoire TEL.: (225) 20215742/20215179 Fax: 20221657 presidence@crepmf.org www.crepmf.org 3/5

*

Instruction n° 44 / 2010

2.3 Technical Resources

Technical resources are assessed based on the need for the management company to have autonomous capacity to control payment flows intended for security holders and to realize guarantees granted to the FCTC, where applicable.

In the event of seconded resources, the secondment contracts must be communicated to the Regional Council.

The company must be equipped with management software and accounting software. The functionalities of said software must be adapted to the company's activities. These software programs must be acquired prior to the start of the company's activities.

2.4 Services Provided by External Organizations and Control

The presentation document must mention external service providers and describe the tasks they are charged with executing, specifying the resources implemented.

Service contracts must be communicated to the Regional Council.

2.5 Permanence and Adjustment of Resources

The resources of the management company must be aligned with the amount of assets under management and the management techniques used.

The Regional Council may request any clarifications regarding the activity of the management company, whether the managed funds have made a public offering or not.

3. Mention of the Statutory Auditors of the Management Company

The name(s) and address(es) of the statutory auditor(s) of the company must be stated. The start date, duration, and expiration date of their mandate(s) must be specified.

These Statutory Auditors must be approved by the Regional Council. The request for approval of the principal and alternate Statutory Auditors is transmitted to the Regional Council at the same time as the application for approval of the management company.

Article 4: Processing of the Application

The Regional Council rules on the application for approval within a maximum period of three months following the submission of a complete file; this period is suspended until the receipt of additional elements requested, if any.

*

Avenue Joseph ANOMA 01 B. P. : 1878 Abidjan 01/Côte d'Ivoire TEL.: (225) 20215742/20215179 Fax: 20221657 presidence@crepmf.org www.crepmf.org 4/5

*

Instruction n° 44 / 2010

The Regional Council may, if it deems necessary, hear the shareholders or corporate officers during the processing of the approval file.

Article 5: Approval Decision

The processing of approval files by the Regional Council ends with the notification of a decision to the applying company.

The approval decision is published.

The granting of approval to a management company is subject to the payment of a fee of five million (5,000,000) FCFA.

The reference to the approval number must appear in all documents disseminated to the public by the management company.

Article 6: Modification of Approval Conditions

Any modification affecting the characteristic elements listed in the approval file must be submitted to the prior approval of the Regional Council.

Article 7: Cessation of Activity

In the event of the definitive cessation of activity of the management company due to early dissolution, liquidation of assets, or withdrawal of approval, the depositary of the FCTC assets must, within a maximum period of one (01) month, designate another management company and submit its file for approval by the Regional Council.

The liquidation of the management company is carried out in accordance with the provisions of Instruction No. 32/2005 relating to the procedure for withdrawal of approval of entities approved by the Regional Council and general law.

Article 8: Entry into Force

This Instruction, which enters into force as of the date of its signature, will be published wherever necessary.

Done in Abidjan, on August 31, 2010

The President

Léné SEBGO

*

Avenue Joseph ANOMA 01 B. P. : 1878 Abidjan 01/Côte d'Ivoire TEL.: (225) 20215742/20215179 Fax: 20221657 presidence@crepmf.org www.crepmf.org 5/5