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Chapter Law Content

Title: Regulations Governing Securities Investment Trust Funds CH
Category: Financial Supervisory Commission(金融監督管理委員會)
Chapter 10 Merger of Funds
Article 83
When a SITE-managed open-ended fund and another open-ended fund managed by the same SITE are both publicly offered funds or both privately placed funds, and when approved by the beneficiaries meeting, the SITE may apply for FSC approval for a merger of the two funds. However, if the merged funds are of the same type, the non-surviving fund had an average net asset value below NT$500 million over the preceding 30 business days, and the trust agreement of the surviving fund has not undergone material amendment, application for FSC approval for merger of the funds may be made without the approval of the beneficiaries meeting.
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Article 84
A SITE applying for merger of funds shall fill out an application form to be submitted with the following documents:
1.A declaration that the application form and attached documents contain no concealments or misrepresentations.
2.Minutes from the board of directors' meeting at which the merger was deliberated and the merger resolution passed.
3.The minutes of the beneficiaries' meeting (can be omitted if none was convened).
4.The trust agreements and public prospectuses of the merged funds.
5.An estimate of the beneficiary weighted exchange ratio and the source data for the estimate (including the balance sheets for the merged funds on the date of estimation of the conversion ratio and statements of inventory assets).
6.A flow chart for merger of the funds.
7.The purpose of the merger and expected benefits.
8.Data on numbers of beneficiaries and total fund amounts for the merging funds in the seven days prior to the date of application.
9.A consent form from the surviving fund's custodian institution.
10.A consent form from the non-surviving fund's custodian institution (may be omitted when a beneficiaries' meeting was convened).
11.An attorney's opinion on the legality of the merger.
Article 85
After application for a merger of funds receives FSC approval, the SITE shall immediately make a public announcement of the following matters and notify the beneficiaries of the surviving and non-surviving funds:
1.The date and reference number of the FSC letter of approval.
2.The name of the surviving fund, the fund's manager, and the fund's investment strategy.
3.The name of the non-surviving fund.
4.The purpose of the merger and expected benefits.
5.The record date of the merger.
6.The method of calculating the number of beneficiary certificate units of the non-surviving fund exchanged for those of the surviving fund.
7.A declaration that, from the date of announcement until two days prior to the record date of merger, beneficiaries not consenting to the merger may apply to the SITE for redemption of certificates of beneficial interest.
8.A declaration that, from the day before the record date of merger until the date on which the entire assets of the non-surviving fund have been transferred to the surviving fund, the SITE will cease accepting subscriptions to or redemptions of the non-surviving fund's certificates of beneficial interest.
9.The period, method, and locations for the issuance of new certificates of beneficial interest.
10.Other matters prescribed by FSC regulations.
The period between the announcement and the record date of merger as referred to in the preceding paragraph may not be less than 15 business days. However, for a merger conducted pursuant to the proviso of Article 83, under which approval of the beneficiaries meeting is not required, the above period may not be less than 30 business days.
The provisions of paragraph 2 regarding announcement do not apply to privately offered funds.
Article 86
The SITE shall carry out the transfer of assets from the non-surviving to the surviving fund within two business days from the record date of the merger; the non-surviving fund's assets may not be used in investment transactions from the record date of merger until the transfer of assets is completed.
The non-surviving fund may be exempt from liquidation.
Where the non-surviving fund holds centrally custodized securities, the SITE shall authorize the custodian institution to apply to the centralized securities depository enterprise, submitting the letter of approval for the fund merger and other documents required by the centralized depository enterprise regulations, to undertake matters connected with their transfer.
Article 87
Within five days after completion of merger procedures, the SITE shall report to the FSC for recordation by submitting the following documents:
1.Data on numbers of beneficiaries and fund totals for the non-surviving and surviving funds on the record date of merger, and for the surviving fund after the merger.
2.A CPA opinion confirming accurate calculation of the net asset values for the non-surviving and surviving funds on the record date of merger and for the surviving fund after the merger.
3.Balance sheets and statements of inventory assets for the record date of merger.
Article 88
The SITE shall itself bear fees incurred in connection with a merger of funds.
During the period from the date of public announcement of a merger of funds until 2 days prior to the record date of the merger, the SITE may not collect any fees when beneficiaries apply for redemption or for conversion of other funds managed by the same SITE.
Article 89
When a merger of funds results in the surviving fund holding securities in excess of the ratios set by the Securities Investment Trust and Consulting Act, the fund may not increase its holding of those securities except as results from the issuance of bonus shares, and shall bring the ratios into compliance with regulations within a two-year period.