Instruction No. 44/2010 on the Approval of Management Companies for Common Securitization Funds on the UMOA Financial Market

WEST AFRICAN MONETARY UNION

CREPMF

REGIONAL COUNCIL OF PUBLIC SAVINGS AND FINANCIAL MARKETS

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INSTRUCTION NO. 44 / 2010

ON THE APPROVAL OF MANAGEMENT COMPANIES FOR COMMON SECURITIZATION FUNDS ON THE UMOA FINANCIAL MARKET

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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 regarding 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 Securitization Funds and securitization operations in the UEMOA;

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

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

HAS DECIDED:

Article 1: Application for Approval

Any Common Securitization Fund (hereinafter referred to as "CSF"), regardless of whether its securities are subject to a public offering, may only be managed by a management company approved by the Regional Council.

The approval of the CSF management company is conditional upon the prior submission to the Regional Council of a file comprising the documents mentioned in Article 3 of this Instruction.

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

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Instruction n° 44 / 2010

Article 2: Eligibility Conditions

Any company seeking approval as a CSF management company must meet the following conditions:

1. Legal Form

The management company must necessarily take the form of a public limited company (société anonyme) with a Board of Directors whose exclusive object is the management of one or more CSFs.

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

The establishment that has transferred receivables to a CSF cannot hold, alone or together with its group companies, a stake equal to one-third of the capital of the management company of that CSF. The group companies of the transferring establishment are those that, directly or indirectly, either control the transferring establishment or are controlled by it or by any company controlling it.

If contributions in kind have been made incidentally, the report of the expert on contributions in kind must be attached to the file.

4. Integrity of Shareholders and Corporate Officers

Individuals who have incurred one or more convictions in any country 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 currency, or, generally speaking, any conviction for crimes or offenses assimilated to any of those listed above, cannot be shareholders, corporate officers, or directors of a company applying for approval as a management company for this CSF.

Article 3: Application File for Approval

The application file for approval includes a certified true copy of the articles of association of the management company, the notarized declaration of subscription and payment, the registration declaration with the Commercial Register and Movable Credit Registry, as well as a presentation document of the management company.

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Instruction n° 44 / 2010

The presentation document of the management company includes 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, the integrity, and professional experience of its managers and persons interacting with investors. These functions require the issuance of a professional card, which the applicant company must request simultaneously with 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 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 legal representatives of the company, if applicable, must be mentioned.

2.2 Personnel Resources

The presentation document includes 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 agreements must be communicated to the Regional Council.

The curricula vitae of the salaried employees of the management company or made available for the exercise of the main missions of the management company are attached to the file.

The staff must include at least:

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

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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

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Instruction n° 44 / 2010

2.3 Technical Resources

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

In the event of seconded resources, the secondment agreements 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 commencement of the company's activities.

2.4 Services Provided by External Bodies and Control

The presentation document must mention external service providers and the description of the tasks they are charged to execute, specifying the means implemented.

Service provision 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 all clarifications on the activity of the management company, whether the managed funds have made a public offering or not.

3. Mention of 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 deposit of a complete file; this period is suspended until the receipt of additional elements requested, if any.

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Instruction n° 44 / 2010

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

Article 5: Decision on Approval

The processing of approval files by the Regional Council concludes with the notification of a decision to the applicant 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 for prior approval of the Regional Council.

Article 7: Cessation of Activity

In the event of definitive cessation of activity of the management company due to early dissolution, liquidation of assets, or withdrawal of approval, the custodian of the CSF assets must proceed, within a maximum period of one (01) month, to 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 from 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

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