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Title: Regulations Governing Futures Trust Funds CH
Category: Financial Supervisory Commission(金融監督管理委員會)
Chapter 9:Mergers of Futures Trust Funds
Article 87
If a futures trust fund managed by a futures trust enterprise meets the following conditions, the futures trust enterprise may apply to the competent authority for approval to merge the given fund with another futures trust fund of the same enterprise:
1.The futures trust funds to be merged shall both be futures trust funds of the type offered to unspecified persons or of the type offered to persons meeting certain eligibility requirements.
2.There shall be no obvious difficulty in the utilization of futures trust fund assets or in carrying out the futures trades or investments of the merged futures trust funds.
3.The merger shall be approved by a resolution of the beneficial owners meeting.
This provision does not apply when the average net asset value of the terminating futures trust fund for the preceding 30 business days has been below the standard set by the competent authority and the futures trust deed of the continuing futures trust fund does not undergo amendment.
Article 88
A futures trust enterprise shall fill out an application, attaching the following documents, to apply for a merger of futures trust funds:
1.A declaration that there are no misrepresentations or nondisclosures in the matters set out in the application and attachments to the application.
2.Minutes of the board meeting where the merger resolution was deliberated and passed.
3.Minutes of meetings of beneficial owners (not required given exemption from the meeting requirement pursuant to the proviso of subparagraph 3 of the preceding Article).
4.The futures trust deeds and prospectuses of the futures trust funds to be merged.
5.An estimate of the beneficial interest reissuance ratio and the basis of its calculation (including balance sheets and statements of the merged futures trust fund's assets in inventory on the estimation date).
6.Workflow schedule of the merger of futures trust funds.
7.Purpose of the merger and the expected benefits.
8.The total number of beneficial owners and the total dollar amount of the futures trust funds during the seven days prior to the application date.
9.A letter of consent from the fund custodian of the continuing fund.
10.A letter of consent from the fund custodian of the terminating fund (not required when a beneficial owners meeting is held).
11.An attorney's evaluation of the merger's legality.
Article 89
After the competent authority approves the application for a merger of futures trust funds, the futures trust enterprise shall publicly announce the following matters and notify the beneficial owners of the terminating and continuing futures trust funds:
1.The date and reference number of the competent authority's approval letter.
2.The name of the continuing futures trust fund, its fund manager, and its investment strategies.
3.The name of the terminating futures trust fund.
4.The purpose of the merger and the expected benefits.
5.The record date of the merger.
6.The formula for calculating the number of beneficial units per beneficial certificate reissued for the continuing fund in exchange for those of the terminating fund.
7.A description that from the date of announcement until two days prior to the record date of the merger, a beneficial owner who does not agree to the merger of futures trust funds may make a declaration to the futures trust enterprise for a redemption of the beneficial certificates.
8.A declaration that the futures trust enterprise is suspending acceptance of subscriptions and redemptions for the beneficial certificates of the terminating futures trust fund from the day preceding the record date of the merger to the date the assets of the terminating futures trust fund are transferred in full to the continuing futures trust fund.
9.The time period, method, and location for the registry or book-entry transfer of the new beneficial certificates.
10.Other matters prescribed by the competent authority.
There shall not be less than 15 business days between the dates referenced in the preceding paragraph for public announcement and for the record date of merger for futures trust funds.
The provision of paragraph 1 regarding public announcement does not apply to futures trust funds offered to persons meeting certain eligibility requirements.
Article 90
Within two business days after the record date of the merger, the futures trust enterprise shall transfer the assets of the terminating futures trust fund to the continuing futures trust fund; trading and investment by the terminating futures trust fund is prohibited from the record date of the merger until completion of the asset transfer.
The terminating futures trust fund may be exempt from liquidation.
When the terminating futures trust fund holds futures trading contracts, futures-related spot instruments, or securities under central custody, the futures trust enterprise shall request the fund custodian to make an application to the futures commission merchant and the Central Securities Depository, with the futures trust fund merger approval letter attached, to carry out matters related to their transfer.
Article 91
Within five days after the merger of futures trust funds is completed, the futures trust enterprise shall submit the following documents to the competent authority for recordation:
1.Statistical listing of the numbers of beneficial owners and the total dollar amounts, as of the record date of the merger, for the terminating futures trust fund, the continuing futures trust fund, and the post-merger continuing futures trust fund.
2.A CPA opinion confirming the accuracy of calculation of net asset values as of the record date of the merger for the terminating futures trust fund, the continuing futures trust fund, and the post-merger futures trust fund.
3.Balance sheets and statements of assets in inventory as of the record date of the merger.
Article 92
Fees related to the merger of futures trust funds shall be born solely by the futures trust enterprise.
Article 93
When, due to merger, assets held by the continuing futures trust fund exceed ratios prescribed by these Regulations, then except for bonus shares issued or underlyings obtained due to physical deliveries on trades predating the merger, no new assets may be added, and the ratio shall be adjusted to the prescribed level within two years.