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Fund mergers and master-feeder structures relating to undertakings for collective investment in transferable securities (UCITS)
Fund mergers and master-feeder structures relating to undertakings for collective investment in transferable securities (UCITS)
SUMMARY OF:
WHAT IS THE AIM OF THE DIRECTIVE?
It sets out implementing rules for mergers of undertakings for collective investment in transferable securities (UCITS)* and master-feeder structures in the context of Directive 2009/65/EC on the rules applying to UCITS.
It is one of a series of 4 implementing measures adopted together in 2010, the other 3 being Directive 2010/43/EU, Regulation (EU) No 583/2010 and Regulation (EU) No 584/2010.
KEY POINTS
UCITS mergers
In the case of a merger of a UCITS, the unit-holders* must be informed of the conditions of the merger and of its potential influence on the receiving UCITS. They must receive other information including:
They must also be informed of the procedure for the unit-holders’ approval of the merger proposal and the date at which the merger will take effect.
Key investor information of the receiving UCITS must be provided to the unit-holders of the merging and receiving UCITS.
Master-feeder structures
Agreements and internal conduct of business rules between feeder UCITS* and master UCITS*
The agreement must stipulate the conditions for:
In addition, the agreement must also include with regard to the basis of investment and divestment by the feeder:
The management company’s internal conduct of business rules must include appropriate measures to mitigate conflicts of interest between both UCITS or between the feeder UCITS and other unit-holders of the master UCITS.
Procedures in the case of liquidation of the master UCITS
Where the feeder UCITS intends to invest at least 85% of its assets in units of another master UCITS, it must submit to the competent authorities:
Where a feeder UCITS intends to convert into a non-feeder UCITS, it must provide to the authorities:
Where a feeder UCITS wishes to be liquidated, it must notify the authorities of its intention.
The feeder UCITS must inform the master UCITS once it receives the authorities’ approval.
Procedures in the case of merger or division of the master UCITS
The feeder UCITS must provide the competent authorities with its application for approval in the following cases:
The feeder UCITS must inform the master UCITS once it receives the competent authorities’ approval.
The law of the EU country which applies to the agreement between the depositaries of the master UCITS and the feeder UCITS must also apply to the information-sharing agreement between the depositaries.
FROM WHEN DOES THE DIRECTIVE APPLY?
It has applied since 30 July 2010 and had to become law in the EU countries by 30 June 2011.
BACKGROUND
For more information, see:
KEY TERMS
MAIN DOCUMENT
Commission Directive 2010/44/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards certain provisions concerning fund mergers, master-feeder structures and notification procedure (OJ L 176, 10.7.2010, pp. 28–41)
RELATED DOCUMENTS
Commission Regulation (EU) No 583/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards key investor information and conditions to be met when providing key investor information or the prospectus in a durable medium other than paper or by means of a website (OJ L 176, 10.7.2010, pp. 1–15)
Commission Regulation (EU) No 584/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards the form and content of the standard notification letter and UCITS attestation, the use of electronic communication between competent authorities for the purpose of notification, and procedures for on-the-spot verifications and investigations and the exchange of information between competent authorities (OJ L 176, 10.7.2010, pp. 16—27)
Commission Directive 2010/43/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards organisational requirements, conflicts of interest, conduct of business, risk management and content of the agreement between a depositary and a management company (OJ L 176, 10.7.2010, pp. 42–61)
Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (OJ L 302, 17.11.2009, pp. 32–96)
Successive amendments to Directive 2009/65/EC have been incorporated in the original text. This consolidated version is of documentary value only.
last update 07.06.2018