CESR advice on mergers, master-feeder structures and cross-border notification of UCITS
04 January 2010
For fund mergers, CESR focuses on the information provided to unitholders of both the merging and receiving UCITS in the case of a merger. With master-feeders, parties should be free to choose the law of jurisdiction in which the feeder or master UCITS is located.
On 13 February 2009 CESR received a provisional request for technical advice on possible implementing measures concerning the future UCITS Directive. The Commission’s mandate is split into three parts:
i) measures related to the UCITS management company passport;
ii) measures related to key investor information; and
iii) measures related to fund mergers, master-feeder structures and notification procedures.
This CESR technical advice is related to part III:
· Fund mergers: The advice focuses on the information to be provided to unitholders of both the merging and receiving UCITS in the case of a merger. The requirements are based on the key principle that the information should be tailored to meet the different needs of the two groups of unitholder.
· Implementing measures concerning master-feeder structures: CESR recommends that the parties to the agreements be free to choose whether the applicable law be that of the jurisdiction in which the feeder or master UCITS is located. CESR also sets out detailed requirements on the steps to be taken in the case of a liquidation, merger or division of a master UCITS in order to satisfy the time constraints set out in the Level 1 Directive.
· Notification procedures: CESR takes account of its existing Level 3 guidelines on notification. This covers the information that Member States should make available in relation to marketing in their jurisdiction of UCITS established in another MS; how the competent authorities of the home state should facilitate the host state’s access to updated notification documentation; the content and format of standard notification files.
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