CHAPTER III

MASTER-FEEDER STRUCTURES
SECTION 2

Liquidation, merger or division of the master UCITS
Subsection 1

Procedures in the event of a liquidation

Application for approval
Article 20
1
Member States shall require the feeder UCITS to submit to its competent authorities no later than two months after the date on which the master UCITS informed it of the binding decision to liquidate, the following:
a
where the feeder UCITS intends to invest at least 85 % of its assets in units of another master UCITS in accordance with Article 60(4)(a) of Directive 2009/65/EC:
1. its application for approval for that investment;
2. its application for approval of the proposed amendments to its fund rules or instrument of incorporation;
3. the amendments to its prospectus and its key investor information in accordance with Articles 74 and 82 of Directive 2009/65/EC, respectively;
4. the other documents required pursuant to Article 59(3) of Directive 2009/65/EC;
b
where the feeder UCITS intends to convert into a UCITS that is not a feeder UCITS in accordance with Article 60(4)(b) of Directive 2009/65/EC:
1. its application for approval of the proposed amendments to its fund rules or instrument of incorporation;
2. the amendments to its prospectus and its key investor information in accordance with Articles 74 and 82 of Directive 2009/65/EC, respectively;
c
where the feeder UCITS intends to be liquidated, a notification of that intention.
2
By way of derogation from paragraph 1, where the master UCITS informed the feeder UCITS of its binding decision to liquidate more than five months before the date at which the liquidation will start, the feeder UCITS shall submit to its competent authorities its application or notification in accordance with one of the points (a), (b) or (c) of paragraph 1 at the latest three months before that date.
3
The feeder UCITS shall inform its unit-holders of its intention to be liquidated without undue delay.

Approval
Article 21
1
The feeder UCITS shall be informed within 15 working days following the complete submission of the documents referred to in points (a) or (b) of Article 20(1) respectively, whether the competent authorities have granted the required approvals.
2
On receiving the competent authorities’ approval pursuant to paragraph 1, the feeder UCITS shall inform the master UCITS of it.
3
The feeder UCITS shall take necessary measures to comply with the requirements of Article 64 of Directive 2009/65/EC as soon as possible after the competent authorities have granted the necessary approvals pursuant to Article 20(1)(a) of this Directive.
4
Where the payment of liquidation proceeds of the master UCITS is to be executed before the date on which the feeder UCITS is to start to invest in either a different master UCITS pursuant to Article 20(1)(a) or in accordance with its new investment objectives and policy pursuant to Article 20(1)(b), the competent authorities of the feeder UCITS shall grant approval subject to the following conditions:
a
the feeder UCITS shall receive the proceeds of the liquidation:
1. in cash; or
2. some or all of the proceeds as a transfer of assets in kind where the feeder UCITS so wishes and where the agreement between the feeder UCITS and master UCITS or the internal conduct of business rules and the binding decision to liquidate provide for it;
b
any cash held or received in accordance with this paragraph may be re-invested only for the purpose of efficient cash management before the date on which the feeder UCITS is to start to invest either in a different master UCITS or in accordance with its new investment objectives and policy.
Where point (a)(ii) of the first subparagraph applies, the feeder UCITS may realise any part of the assets transferred in kind for cash at any time.
Subsection 2

Procedures in the event of a merger or division

Application for approval
Article 22
1
Member States shall require that the feeder UCITS submits to its competent authorities, no later than one month after the date on which the feeder UCITS received the information of the planned merger or division in accordance with the second subparagraph of Article 60(5) of Directive 2009/65/EC, the following:
a
where the feeder UCITS intends to continue to be a feeder UCITS of the same master UCITS:
1. its application for approval thereof;
2. where applicable, its application for approval of the proposed amendments to its fund rules or instrument of incorporation;
3. where applicable, the amendments to its prospectus and its key investor information in accordance with Articles 74 and 82 of Directive 2009/65/EC, respectively;
b
where the feeder UCITS intends to become a feeder UCITS of another master UCITS resulting from the proposed merger or division of the master UCITS or where the feeder UCITS intends to invest at least 85 % of its assets in units of another master UCITS not resulting from the merger or division:
1. its application for approval of that investment;
2. its application for approval of the proposed amendments to its fund rules or instruments of incorporation;
3. the amendments to its prospectus and its key investor information in accordance with Articles 74 and 82 of Directive 2009/65/EC, respectively;
4. the other documents required pursuant to Article 59(3) of Directive 2009/65/EC;
c
where the feeder UCITS intends to convert into a UCITS that is not a feeder UCITS in accordance with Article 60(4)(b) of Directive 2009/65/EC:
1. its application for approval of the proposed amendments to its fund rules or instrument of incorporation;
2. the amendments to its prospectus and its key investor information in accordance with Articles 74 and 82 of Directive 2009/65/EC, respectively;
d
where the feeder UCITS intends to be liquidated, a notification of that intention.
2
For the purpose of the application of points (a) and (b) of paragraph 1 the following should be taken into account:
The expression ‘continues to be a feeder UCITS of the same master UCITS’ refers to cases where:
a
the master UCITS is the receiving UCITS in a proposed merger;
b
the master UCITS is to continue materially unchanged as one of the resulting UCITS in a proposed division.
The expression ‘becomes a feeder UCITS of another master UCITS resulting from the merger or division of the master UCITS’ refers to cases where:
a
the master UCITS is the merging UCITS and, due to the merger, the feeder UCITS becomes a unit-holder of the receiving UCITS;
b
the feeder UCITS becomes a unit-holder of a UCITS resulting from a division that is materially different to the master UCITS.
3
By way of derogation from paragraph 1, in cases where the master UCITS provided the information referred to in or comparable with Article 43 of Directive 2009/65/EC to the feeder UCITS more than four months before the proposed effective date, the feeder UCITS shall submit to its competent authorities its application or notification in accordance with one of the points (a) to (d) of paragraph 1 of this Article at the latest three months before the proposed effective date of the merger or division of the master UCITS.
4
The feeder UCITS shall inform its unit-holders and the master UCITS of its intention to be liquidated without undue delay.

Approval
Article 23
1
The feeder UCITS shall be informed within 15 working days following the complete submission of the documents referred to in Article 22(1)(a) to (c) respectively, whether the competent authorities have granted the required approvals.
2
Upon receipt of the information that the competent authorities have granted approval according to paragraph 1, the feeder UCITS shall inform the master UCITS of it.
3
After the feeder UCITS has been informed that the competent authorities have granted the necessary approvals pursuant to Article 22(1)(b) of this Directive, the feeder UCITS shall take the necessary measures to comply with the requirements of Article 64 of Directive 2009/65/EC without undue delay.
4
In the cases of Article 22(1)(b) and (c) of this Directive, the feeder UCITS shall exercise the right to request repurchase and redemption of its units in the master UCITS in accordance with the third subparagraph of Article 60(5) and Article 45(1) of Directive 2009/65/EC, where the competent authorities of the feeder UCITS have not granted the necessary approvals required pursuant to Article 22(1) of this Directive by the working day preceding the last day on which the feeder UCITS can request repurchase and redemption of its units in the master UCITS before the merger or division is effected.
The feeder UCITS shall also exercise this right in order to ensure that the right of its own unit-holders to request repurchase or redemption of their units in the feeder UCITS according to Article 64(1)(d) of Directive 2009/65/EC is not affected.
Before exercising the right referred to in the first subparagraph, the feeder UCITS shall consider available alternative solutions which may help to avoid or reduce transaction costs or other negative impacts for its own unit-holders.
5
Where the feeder UCITS requests repurchase or redemption of its units in the master UCITS, it shall receive one of the following:
a
the repurchase or redemption proceeds in cash;
b
some or all of the repurchase or redemption proceeds as a transfer in kind where the feeder UCITS so wishes and where the agreement between the feeder UCITS and the master UCITS provides for it.
Where point (b) of the first subparagraph applies, the feeder UCITS may realise any part of the transferred assets for cash at any time.
6
The competent authorities of the feeder UCITS shall grant approval on the condition that any cash held or received in accordance with paragraph 5 may be re-invested only for the purpose of efficient cash management before the date on which the feeder UCITS is to start to invest either in the new master UCITS or in accordance with its new investment objectives and policy.