Table of Contents:
Fund mergers and master-feeder structures relating to undertakings for collective investment in transferable securities
Outline of the Community (European Union) legislation about Fund mergers and master-feeder structures relating to undertakings for collective investment in transferable securities
Topics
These categories group together and put in context the legislative and non-legislative initiatives which deal with the same topic.
Internal market > Financial services: transactions in securities
Fund mergers and master-feeder structures relating to undertakings for collective investment in transferable securities (UCITS)
Document or Iniciative
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 (Text with EEA relevance).
Summary
This Directive lays down provisions relating to the mergers of undertakings for collective investment in transferable securities (UCITS) and master-feeder structures within the framework of the Directive on the rules applying to UCITS. It forms part of the implementing measures of the latter instrument, which include Directive 2010/43/EU, Regulation (EU) No 583/2010 and Regulation (EU) No 584/2010.
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. The unit-holders shall receive other information including in particular:
- their rights before and after the proposed merger takes effect;
- a comparison of charges, fees and expenses for both UCITS;
- whether the management or investment company of the merging UCITS intends to undertake any rebalancing of the portfolio * before the merger takes effect;
- details concerning any accrued income in the respective UCITS.
The merging and receiving UCITS shall provide unit-holders with information on the approval procedure for the proposed merger and the date at which the merger is to take effect.
Key investor information of the receiving UCITS shall 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 master UCITS shall provide the feeder UCITS with:
- a copy of its fund rules or instruments of incorporation and key investor information;
- information on the delegation of investment management and risk management functions to third parties;
- internal operational documents.
In addition, the master UCITS shall provide certain information with regard to the basis of investment and divestment:
- a statement of which share classes of the master UCITS are available for investment by the feeder UCITS;
- the amount of charges and expenses to be borne by the feeder UCITS;
- the terms on which any initial or subsequent transfer of assets in kind may be made from the feeder UCITS to 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 shall provide:
- its application for approval of that investment;
- its application for approval of the proposed amendments to its fund rules;
- the amendments made to its key investor information.
Where a feeder UCITS intends to convert into a non-feeder UCITS, it shall provide:
- its application for approval of the proposed amendments to its fund rules;
- the proposed amendments to its key investor information.
Where a feeder UCITS wishes to be liquidated, it shall provide notification of this intention.
The competent authorities shall be responsible for informing the feeder UCITS if it intends to invest at least 85% of its assets in units of another master UCITS or if it intends to convert into a non-feeder UCITS. This should take place 15 days after receipt of the documents. Once the feeder UCITS has obtained approval from the competent authorities, it shall inform the master UCITS.
Procedures in the case of merger or division of the master UCITS
The feeder UCITS shall provide the competent authorities with its application for approval in the following cases:
- where it intends to continue to be a feeder UCITS of the same master UCITS;
- where it intends to become a feeder UCITS of another master UCITS;
- where it intends to convert into a non-feeder UCITS;
- where it intends to be liquidated.
As with the liquidation procedure, the competent authorities shall inform the feeder UCITS 15 days after the documents have been received. Once the feeder UCITS has obtained approval from the competent authorities, it shall inform the master UCITS.
The law of the Member State applying in the case of liquidation, merger or division shall also apply to information sharing between the two depositaries.
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Reference
| Act | Entry into force | Deadline for transposition in the Member States | Official Journal |
|---|---|---|---|
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Directive 2010/44/EU |
30.7.2010 |
30.6.2011 |
OJ L 176 of 10.7.2010 |