Draft of Authorisation Form Representation by dpc20637

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									          COMITÉ DES ÉTABLISSEMENTS DE CRÉDIT ET DES ENTREPRISES D'INVESTISSEMENT

           AUTORITE DES MARCHÉS FINANCIERS




                                                 AUTHORISATION FORM


                                  This translation is provided for information purposes only
                                  You are required to fill out an application form in French


                                                INVESTMENT SERVICES PROVIDER1

                                                Credit Institutions – Investment firms
                                              other than portfolio management companies

                    Credit institutions that are not investment service providers are not required
                                 to fill out the sections relating to investment services

   (the chapters of the dossier concerning the authorisation or the changes in an authorisation previously
granted to a portfolio management company is hosted on the website of the Autorité des marchés financiers)

• Description of the company for which the authorisation is requested:
• Person in charge of preparing the application:
             Name:                                                                 Status/position:
             Telephone:                                                            Fax:
             E-mail:

• Person responsible for the application:
             Name:                                               Capacity of the signatory:

             Date:                                               Signature:

• Nature of the application (tick the relevant box):
                  Authorisation.
                  change to the authorisation already obtained.

                    Three copies of this document, IN FRENCH shall be sent, duly completed and signed, to
                   Secrétariat du Comité des établissements de crédit et des entreprises d’investissement,

                                            BANQUE DE FRANCE
                                            40-1355 Direction des établissements de crédit et des entreprises d'investissement
                                            75049 PARIS CEDEX 01
                                            01.42.92.39.75 or 01.42.92.29.75
                                     http://www.cecei.org



1
    Hereafter referred to as undertaking.



october 2007
                                                    CONTENTS


I. Identity of the undertaking

   1. Type of authorisation requested
   2. Description of planned activities
         2.1 Banking operations
         2.2 Investment services and financial instruments
         2.3 Authorisations
   3. Description of the undertaking
   4. Share capital (or capital endowment where the branch of an institution governed by the laws of a third country is concerned)
   5. Composition of the decision-making body of the undertaking established in France
   6. Information about the natural persons – two at least– responsible for business policy
   7. Identity of senior executives
   8. Representation of the undertaking


II. Business plan

   A. Banking transactions
       1. Nature of the credit institution license applied for
       2. Description of the planned activities
            2.1. Banking operations
            2.2. Operations related to banking transactions
            2.3. Other intended activities
            2.4. Clients
       3. Senior management
       4. Human resources
       5. Technical, accounting and IT resources
            a) Information systems
            b) Sub-contracting and outsourcing
            c) Description of the planned measures and arrangements
       6. Pursuit of activities abroad

   B. Investment services and similar services
        1. Description of the planned operations
             1.1. Investment services (other than portfolio management for third parties)
             1.2. Portfolio management for third parties
             1.3. Authorisation for clearing activities and services related to investment services (account keeping or
                  administration of financial instruments)
             1.4. Other ancillary services
             1.5. Other planned activities
             1.6. Clients
        2. Senior management
        3. Human Resources
        4. Technical, accounting and IT resources
             a) Information systems
             b) Sub-contracting and outsourcing
             c) Accounting system
        5. Pursuit of activities abroad


   III. Management and control of the undertaking

        1.     Nature of planned financial resources
        2.     Three-year financial forecast
        3.     Existing or planned short-term investments in other undertakings or institutions
        4.     Overall organisation chart of the undertaking



October 2007                                                                                                              2
        5.     Control procedures
               5.1. Internal control and compliance
               5.2. Control of the compliance with the rules of conduct concerning the investment services and ancillary
                    services (custody or administration of financial instruments as well as clearing of financial instruments)
               5.3 Vigilance vis-à-vis money laundering
               5.4 Steps taken to enable a constant development
               5.5 External control
        6.     Control by headquarters or the parent company (in the case of branches or subsidiaries abroad)
        7.     Timetable for carrying out the project

   IV. Information to be provided by the contributors of capital of a credit institution or investment firm

   V. Information to be provided by the senior managers of a credit institution or investment firm




Appendices :


Appendix I        : Automated processing of personal data contained in the authorisation application form


Appendix II       : List of documents to be provided with the application form


Appendix III      : Committee's communiqué of 19 September 2005


Appendix IV       : Model letter to be filled out by the contributors of capital


Appendix V        : Model letter to be filled out by the senior managers


Appendix VI       : Forecast financial statements concerning the activity of portfolio management for third parties




October 2007                                                                                                              3
                                        I – IDENTITY OF THE UNDERTAKING




1. TYPE OF AUTHORISATION REQUESTED2



      Credit Institution carrying on an activity of investment services provider.
      Investment firm (other than a portfolio management company).
      Legal entity whose main or sole business is the clearing of financial instruments.
      Legal entity whose main or sole business is the safekeeping or administration of financial instruments.




In the event that the company has already obtained an authorisation, specify whether:
        -    The type of its authorisation is to be changed     [ ]
        -    The scope of its activities will be extended       [ ]
        -    The scope of its activities will be reduced        [ ]




2. DESCRIPTION OF PLANNED ACTIVITIES2

2.1 Banking Operations (Articles L. 311-1, L. 311-3, L. 312-2, L. 313-1 and L. 511-1 of the Monetary and
Financial Code)

– Receipt of funds from the public                              [ ]
– Credit operations                                             [ ]
– Issuance and/or administration of means of payment            [ ]




2
    Tick the appropriate box(es).



October 2007                                                                                                    4
                               2.2 Investment Services and Financial Instruments (Articles L. 211-1, L. 214-1, L. 321-1 and D. 211-1A. I
                                   of the Monetary and Financial Code)3


                                                                                                                         Financial Instruments traded *
                                                                                                                                                                               Instruments
                                                                                                                      Debt               Mutual             Financial
                                                                                                  Shares                                                                      issued under
                                                                                                                    securities         fund units            futures4
                                                                                                                                                                              foreign laws

                                   1. Receiving and transmitting orders for
                                   third parties


                                   2. Executing orders for third parties


                                   3. Trading for own account
Investment services provided




                                   4. Portfolio management for third parties


                                   5. Financial investment consultancy


                                   6.1. Underwriting


                                   6.2. Placing of financial instruments on a
                                   firm commitment basis


                                   7. Placing of financial without a firm
                                   commitment basis


                                   8. Operating a multilateral trading facility:
                                   managing one or more of the systems
                                   referred to in Article L424-1 of the
                                   Monetary and Financial Code

* See complete definition in Articles L.211-1 and D. 211-1A I. of the Monetary and Financial Code


                               In the case of an investment firm, state whether the company plans to receive funds or securities from clients:

                                                     □ Yes

                                                     □ No




                               3
                                   The Comité des établissements de crédit et des entreprises d’investissement shall receive prior information about any planned change
                                    concerning the data taken into account for the granting of the authorisation (see Article R. 535-6 of the Monetary and Financial Code).
                               4
                                   State the financial futures traded and indicate, for each of them, the corresponding number in Article D. 211-1 A. I of the Monetary and
                                    Financial Code.



                               October 2007                                                                                                                                         5
2.3 Authorisations (Articles L. 440-2, L. 542-1, R. 532-2 and R. 542-1 of the Monetary and Financial Code)


– Clearing of financial instruments                                                    [ ]
– Safekeeping and administration of financial instruments                              [ ]




3. DESCRIPTION OF THE UNDERTAKING



    Existing company5                     [ ]               Company in the process of incorporation                  [ ]

    Date of incorporation:

− Registered name:
− Business name:
− Legal form (attach a copy or draft of the articles of association):
– SIREN No.:
− Address of the registered office and, where relevant, of the main place of business:
  (or of the branch in France, where the branch of a foreign institution is concerned)
– Other places of business (if any):




4. SHARE CAPITAL (OR CAPITAL ENDOWMENT WHERE THE BRANCH OF A FOREIGN
INSTITUTION IS CONCERNED)



− Amount:
  (where applicable, state the unpaid fraction of the capital)
– Nature of the securities representing the capital:
– Conditions for exercising voting rights:
− Ownership structure:

                                                        % breakdown of capital (only % breakdown of voting Home State
    Registered name and, for French undertakings,        for persons holding 5 % or rights (if not the same as or nationality
    SIREN number or interbank code where relevant.           more of the capital)    % breakdown of capital)
    Name, forename and date of birth, for natural           (use a comma to separate   (use a comma to separate
    persons                                                         decimals)                  decimals)




5
    Enclose a copy of K bis



October 2007                                                                                                                6
5. COMPOSITION OF THE DECISION-MAKING BODY OF THE UNDERTAKING
ESTABLISHED IN FRANCE


–            Nature of the decision-making body (board of directors, supervisory board or other):

−            Identity of natural persons who are members of the decision-making body6:

                      Name, forename                Date of birth             Nationality                        Position




−            Identity of legal entities that are members of the decision-making body6:

                  Registered name and, for French undertakings, SIREN No.                         Country where the registered
                              or interbank code where relevant                                  office is located, if not in France




6. INFORMATION ABOUT THE NATURAL PERSONS - TWO AT LEAST7-
   RESPONSIBLE FOR THE EFFECTIVE DIRECTION OF BUSINESS POLICY8, within the
   meaning of article L. 511-13 or article L. 532-2 of the Monetary and Financial Code


Name and forename:

Date of birth:

Exact nature of duties:
(state whether the person is a corporate officer)

Date of appointment:


Name and forename:

Date of birth:

Exact nature of duties:
(state whether the person is a corporate officer)

Date of appointment:




6
    At the date of the completion of the project.
7
    Except for investment firms benefiting from the derogation set out in Article L. 532-2-4 of the Monetary and Financial Code and with
     the exception of the provisions mentioned in the Order of 2 July 2007, relating to investment firms other than portfolio management
     companies.
8
    The dossier to fill out can be found in part V of the application form.
     The processing of such information is governed by the provisions of Act 78-17 of 6 January 1978 on data processing, computer
     records and freedom (cf. Appendix to model application).




October 2007                                                                                                                               7
7. IDENTITY OF OTHER SENIOR EXECUTIVES9


Name and forename:

Date of birth:

Exact nature of duties:

Date of appointment:


Name and forename:

Date of birth:

Exact nature of duties:

Date of appointment:


Name and forename:

Date of birth:

Exact nature of duties:

Date of appointment:




8. REPRESENTATION OF THE UNDERTAKING (Articles L. 511-29 and L. 531-8 of the
Monetary and Financial Code)


– Name of the trade association or central body of which the undertaking will be a member




9
    Concerns persons not covered by item 6.



October 2007                                                                                8
                                              II – BUSINESS PLAN




       A - BANKING TRANSACTIONS


1. NATURE OF THE LICENSE AS A CREDIT INSTITUTION APPLIED FOR

Describe the main activities of the institution.

    Bank:

Diversified activities including receipt from the public of repayable funds (Article L. 511-9 of the Monetary and
Financial Code).

    Finance company:

Specialized credit activities and/or issuance or administration of means of payment (Article L. 515-1 of the Monetary
and Financial Code).

NB: Depending on the subject of the Authorisations granted, financial companies may carry out banking operations
such as consumer credit, professional credit, real-estate financing, equipment leasing, real-estate leasing, factoring,
issuance of guarantees, etc.

    Other credit institution:

         Please specify.



2. DESCRIPTION OF PLANNED ACTIVITIES

         Before dealing with points 2.1 to 2.4, describe briefly the nature of the transactions or planned transactions


2.1. Banking transactions

     Nature and amount of planned transactions.
     – The various types of funds received from the public.
     – The various types of lending operations (loans, leasing, guarantees, etc.).

         For finance companies, give all relevant details concerning the various financing techniques used and their
         purpose.

     – Issuance and/or administration of means of payment.

     Provide a detailed breakdown of the projected three-year flow of transactions. State the average amount of loans
     and total amounts outstanding for each type of transaction.




October 2007                                                                                                              9
2.2. Operations related to banking transactions
     (cf. Article L. 311-2 of the Monetary and Financial Code, with the exception of the transactions referred to at point 3, which
     constitute investment services)
     – Foreign-exchange transactions                                                                       [ ]
     – Transactions in gold, precious metals and coins                                                     [ ]
     – Advice and assistance in financial management, financial engineering                                [ ]
     – Transactions involving the simple rental of movables or real property                               [ ]
     – Rental of safe-deposit boxes                                                                        [ ]
     – Other                                                                                               [ ]

       Give a brief description of transactions and an overall evaluation of flows and resources allocated.




2.3. Other intended activities (within the framework of the prevailing laws and regulations)



2.4. Clients
       – Type (private individuals, commercial undertakings, credit institutions, institutional investors, local
         authorities, associations, resident, non-resident, etc.).

       – For finance companies, state the economic or professional sector of operation.

       – Modes of approach (creation of counters, use of intermediaries or canvassing, electronic services, etc.).




3. SENIOR MANAGEMENT

       – Provide an organisation chart.

       – In addition to the senior managers, give the names and responsibilities of divisional or departmental heads, or
         managers responsible for the main lines of business (including a curriculum vitae).




4. HUMAN RESOURCES

       Likely number of employees over the next three years and corresponding payroll.



5. TECHNICAL, ACCOUNTING AND I.T. RESOURCES *

   * The fact of providing the following information does not entail the authorities' approval of the resources
   concerned. Only the supervisory authorities can assess whether the resources implemented are adequate.

   Present the analysis carried out in order to list and describe the technical, accounting and IT resources, if any,
   needed to start the new activities, support their planned development and meet the difficulties and risks inherent in
   the chosen IT resources in particular. The following information should be provided as a minimum.




October 2007                                                                                                                    10
       a) Information systems

             Describe the overall systems architecture (including sub-contracting), providing a data flowchart and stating
             the in-house and external software used.

             Describe failsafe measures (redundancy, back-up, etc.).

             Describe data and systems security procedures and tools (access to data and systems, network security, audit
             trails, back-up, etc.).

             Describe procedures for filing and storing information (frequency, form, place, length of time).

              If the project mainly involves the provision of services through the internet, describe:
                   The planned technical and organisational measures to forestall, detect and correct system failures and to
                   guarantee system security.
                   Methods for protecting communications.
                   The steps taken and human resources assigned to ensure security and to monitor contingencies.
                   The physical security measures taken to protect premises and equipment.
            State whether the company has taken out insurance against operational risks and, if so, describe the
            guarantees.

       b) Sub-contracting and outsourcing

             State the areas concerned and, where relevant, indicate:

             –    the operations covered by Article 37-1 of Regulation 97-02 of the Comité de la réglementation bancaire
                  et financière as amended relating to internal control in credit institutions and investment firms;

             –    other operations.

             State the name of the service provider(s) and the main terms of contracts (term, parties' respective rights and
             obligations, audit arrangements, access to information, back-up procedures, quality of service expected from
             the provider, system for monitoring outsourced activities, conditions for termination). Provide a copy of the
             contracts.

       c)    Describe the planned technical measures and arrangements for registering the institution in the
             various exchange systems (SIT, CRI, etc.), providing a schedule for creating or switching accounts,
             counter transactions, issuance of banking identity certificates, etc. in compliance with the deadlines for
             registration in the database of bank branches (Fichier des Guichets Domiciliataires – FGD).

             Please refer to circular FBF 2001/075 of 6 March 2001 for FGD management rules and to the instructions
             for registration available at http://inbdf/fr/supervi/agrement/declaration_guichets/1f.htm as regards the
             registration in the database.

6. PURSUIT OF ACTIVITIES ABROAD

    State whether there are any plans to carry on banking activities under the freedom to provide services or to create a
    branch in another Member State of the European Economic Area.
            Yes     [ ]                        No      [ ]

       If so, the applicant should complete the questionnaire concerning the pursuit of business in another
       Member State of the European Economic Area on the CECEI website at www.cecei.org.


    State whether the pursuit of banking activities in States which are not part of European Economic Area is planned.
            Yes     [ ]                        No      [ ]

 Describe the planned operations and how they will be carried out (legal form, resources, etc.).




October 2007                                                                                                             11
       B - INVESTMENT SERVICES AND
             ANCILLARY SERVICES




1. DESCRIPTION OF THE PLANNED OPERATIONS

        Before dealing with points 1.1 to 1.6, give a brief description of the activities or planned activities.


1.1. Investment services (other than portfolio management for third parties)

       –       Describe the conditions in which the declared investment services will be provided, stating in particular:
                  the financial instruments concerned,
                  the markets concerned (regulated markets, over-the-counter markets, etc.).
       –       Provide a breakdown of the projected three-year flow of transactions for each service, stating the expected
               income as well as the volume of assets likely to be handled or managed.

       –       Describe how the intended investment services will be provided.
               In particular, indicate:
                  the agreements with other service providers (planned agreements shall be sent),
                  how the provided service is remunerated,
                  if any, the activity of systematic internaliser.

       –       Where the reception and transmission of orders on behalf of clients is concerned:

                  describe the conditions under which the traders are selected.

       –       Where the execution of orders on behalf of clients is concerned:

                  indicate the system contributing to the execution of these orders,

                  describe the execution policy.

       –       Where an investment advice is concerned:

                  specify how the appropriateness of the service to provide is established.

       –       Where a multilateral trading system is concerned:

                  provide the rules of the system in compliance with Article 521-4 of the General Regulations of the
                  Autorité des Marchés Financiers.




1.2. Portfolio management for third parties10

       –       Describe the conditions for the financial management of assets managed on behalf of third parties,
               giving details of:
                   The markets on which the service provider operates in the context of his management activities.
                   The characteristics of the financial instruments used (securities of major domestic, European and
                   international listed companies, financial instruments not admitted for trading on a regulated market,
                   futures, options, financial futures and instruments incorporating financial futures).


10
   Provide an explicit diagram showing how the management activity is organised within the firm and models of management
agreements (for each type of management).



October 2007                                                                                                                12
                   How investment strategies are decided, especially the procedure for determining investment strategies
                   according to the client's situation, investment experience and objectives, types of management, the
                   financial instruments or markets the client wishes the provider to use and the limits the client has set in
                   terms of risk (acceptable level of loss) and length of investment (investment horizon).
                   The investment decision-taking process, especially the existence of committees (list of members, types
                   of decision, frequency of meetings, traceability of decisions) and sources of information.
                   The characteristics of the financial management technique(s) used, such as ways of determining
                   strategic and tactical allocations in managed portfolios, strategies for using financial futures, methods
                   for choosing investments (choice of securities, selection of UCITS), ways of measuring the
                   performance of managed portfolios, human and technical resources used (especially, where relevant,
                   capacities for fundamental research and credit analysis).




       –       Describe how orders are executed and tracked, giving details of:
                   Procedures for selecting intermediaries, counterparties and account-keepers and, more generally,
                   entities involved in executing and tracking orders (criteria, selection methods and, where relevant, the
                   entities selected or approached).
                   The circuit for orders, in the form of a detailed diagram with explanations.
                   The procedure for placing orders, stating in particular how the service provider can furnish detailed
                   evidence of the origin, transmission and execution of orders (eg, how the manager keeps historical
                   records of orders placed, how orders are transmitted, existence of a time-stamp or telephone recording)
                   and the procedure for assigning grouped orders (how they are divided up, description of the dividing-
                   up procedure if grouped orders are partially executed, etc.).
                   The procedure for recording orders after they have been executed, specifying the recording media
                   (advice of purchase or sale, manager's order book, transaction sheet or equivalent).
                   Procedures for monitoring positions on leveraged markets and portfolios more generally, in particular
                   with regard to the restrictions specified in the management contract.




1.3. Authorisation for Clearing Activities and Services Related to Investment Services (Account
     Keeping or Administration of Financial Instruments)

       –       Clearing:
                   Describe the activity.

                   Describe the conditions in which the activity is pursued according to the planned clearing-house status,
                   the financial instruments and the markets concerned.

       –       Account keeping or administration of financial instruments.


                   Describe the conditions in which the activity is pursued, indicating in particular:

                    The financial instruments held in custody.

                    Whether the activity will be conducted for own account and/or on behalf of collective investment
                    undertakings and/or other clients.

                    Whether the activity will be conducted on behalf of
                     • Other custody account keepers, acting as agents.
                     • Authorised intermediaries.
                     • Legal-entity issuers, to keep custody accounts for the financial instruments they issue.




October 2007                                                                                                               13
                   Whether the activity will be pursued as depositary of collective investment undertakings (see Articles
                   333-1 and sqs. of the General Regulation of the Autorité des marchés financiers).

                   If so, send copy of the terms and conditions of the contract and specify:

                   - the human and material resources,
                   - the system of compliance and internal control,
                   - the identity of the person in charge of the depositary activity (send a curriculum vitae),
                   - the relations of the depositary with the collective investment undertaking and the other possible
                     participants (entities whose activity is the clearing of financial futures or act of representative in
                     charge of the keeping of the assets of an undertaking for collective investment), provide a model of
                     the agreement.


               State the projected amount held in custody over a three-year period.

               Describe how the activity will be pursued. Indicate in particular:

                   Whether the activity will be pursued in France and/or abroad, with the help of one or more agents
                   (attach draft powers of attorney).

                   Whether membership of one or more central depositories or similar bodies, in France and/or abroad, is
                   planned.

               Give indications concerning the control system for the activities.

               Describe the control system for the assets of the clients (Article 313-1 of the general Regulations of the
               Autorité des marchés financiers).



1.4. Ancillary services

       Describe briefly the ancillary services related to investment services, other than the custody or administration of
       financial instruments (see Article L. 321-2 of the Monetary and Financial Code):

   -     Granting credits or loans to investors to enable them to carry out a transaction in
         which the undertaking is involved (see Regulation CRBF 98-05)                                        [ ]

   -     Advice to companies regarding the structure of the capital, the industrial strategy
         and mergers and acquisitions                                                                         [ ]

   -     Advice to businesses and financial analysis or any kind of advice concerning
         transactions involving financial instruments                                                         [ ]

   -     Services related to underwriting                                                                     [ ]

   -     Foreign-exchange services related to the provision of investment services                            [ ]

   -     Services and activities considered to be investment services or ancillary services,
         relating to instruments underlying financial futures                                                 [ ]




October 2007                                                                                                            14
1.5. Other planned activities (within the framework of the prevailing11 laws and regulations)


1.6. Clients

      -     Target client: private individuals, commercial companies, credit institutions, investment firms, institutional
            investors; resident, non-resident…
      -     Methods of classifying the clients and eligible counterparty.
      -     Methods of approaching clients, such as:

                  Direct approach (through relations, via the internet, etc.).

                  Marketers commissioned under the provisions of Article L. 341-4 of the Monetary and Financial Code. In
                  this case, append the contracts concluded between the parties.

                  Tied agents (s. Article L. 545-1 of the Monetary and Financial Code). In this case, specify the services
                  concerned and append the contracts).

      -     Methods of informing clients (s. Article L. 533-12 of the Monetary and Financial Code).
      -     Provide model agreements concluded with clients.

      -     As regards portfolio management for third parties, indicate:

                  The process for meeting, informing and advising clients about their assets, their investment experience,
                  their objectives and the limits on risk they accept within the management context.

                  Expected volumes of business:

                           Assumptions concerning the amount of business and expected future trends.
                           Amounts under management on managed accounts, distinguishing between the type of client and
                           amounts managed directly, by delegated financial management and by delegation.
                  Procedures implemented concerning financial information provided to clients or made public: means used
                  (mail, annual report, internet/extranet, meetings, etc.) and type of information.

      -     As regards multilateral trading systems:

                  State the characteristics of the companies whose financial instruments are traded on the system (indicate
                  how such instruments are selected).



2. SENIOR MANAGEMENT

          – Provide an organisation chart, that indicates the chain of command and the possible existence of conflicts of
            interests between the service provider's various activities (indicate any steps taken to overcome such
            conflicts).

          – Apart from those responsible for the effective direction of business policy (a description of whose duties
            must be provided in Part V of the authorisation dossier), give the name and responsibilities of heads of
            divisions or departments and the name of those in charge of investment services and/or similar activities
            (attaching their curriculum vitae).




11
     In particular, Regulation 86-21 of the CRB as regards credit institutions and Ministerial Order of 5 September 2007 relating to
     activities other than investment services and ancillary services which may be exercised by investment firms other than portfolio
     management companies.



October 2007                                                                                                                            15
3. HUMAN RESOURCES

Trend in the total number of employees and likely number of employees over the next three years and corresponding
payroll for each investment service and/or similar service i.e. clearing, account-keeping or administration of financial
instruments.

Where portfolio management for third parties is concerned:

       –     For managers assigned to portfolio management for third parties (provide a curriculum vitae): state their
             number (if more than one), their specialisation (equity market, short or long-term interest rate markets,
             futures markets, foreign markets, etc.) and their other duties within the group, if any.

       –     As regards compensation: state whether the compensation of managers and sales staff includes a variable
             element.

       –     Indicate the name and position of the person in charge of managing the company's own funds.



4. TECHNICAL, ACCOUNTING AND I.T. RESOURCES

   * The fact of providing the following information does not entail the authorities' approval of the resources
   concerned. Only the supervisory authorities can assess whether the resources implemented are adequate.

   Present the analysis carried out in order to list and describe the technical, accounting and IT resources, if any,
   needed to start the new activities, support their planned development and meet the difficulties and risks inherent in
   the chosen IT resources in particular. The following information should be provided as a minimum.




       a) Information systems

           Describe the overall systems architecture (including sub-contracting), providing a data flowchart and stating
           the in-house and external software used.

           Describe failsafe measures (redundancy, back-up, business continuity plan, etc.).

           Describe data and systems security procedures and tools (access to data and systems, network security, audit
           trails, back-up, etc.).
           Describe procedures for filing and storing information (frequency, form, place, length of time).
           With regard to portfolio management for third parties, indicate specific IT tools: name, origin (proprietary
           model, rental), functionalities (eg, tracking portfolios, checking positions, tracking management profiles,
           compliance with management restrictions, positions taken on futures markets, etc.), how data is fed into
           underlying databases, how the databases are kept.
           If the project mainly involves the provision of services through the internet, describe:
                  The planned technical and organisational measures to forestall, detect and correct system failures and to
                  guarantee system security.

                  Methods for protecting communications.

                  The steps taken and human resources assigned to ensure security and to monitor contingencies.

                  The physical security measures taken to protect premises and equipment.

                  The steps taken to comply with Article 314-63 of the general Regulation of the Autorité des marches
                  financiers and Recommendation 99-02 of the Commission des opérations de bourse (or any text
                  replacing it) on the promotion and sale of mutual funds and asset management services over the
                  internet.


October 2007                                                                                                            16
           State whether the company has taken out insurance against operational risks and, if so, describe the
           guarantees.

               Where a multilateral trading system is concerned.

                  Indicate the main technical features of the trading system.

                 Indicate the delivery-versus-payment system.

                 Indicate, if any, the clearing schemes of the operations.


       b) Sub-contracting and outsourcing
             State the areas concerned.

             State the name of the service provider(s) and the main terms of the contracts (term, parties' respective rights
             and obligations, audit arrangements, access to information, back-up procedures, quality of service expected
             from the provider, system for monitoring outsourced activities, conditions for termination). Provide a copy
             of the contracts.

             Where a multilateral trading system is concerned, provide any sub-contracting agreements relating to
             management of the system.

       c) Accounting system
             Describe the accounting system.

             Where the custody or administration of financial instruments is concerned, indicate how assets are
             segregated or any planned measures in that respect (see Ministerial Order of 2 July 2007 relating to the
             segregation of assets of clients of investment firms).




5. PURSUIT OF ACTIVITIES ABROAD

       -     State whether there are plans to provide investment services under the freedom to provide services or to
             establish a branch in another State of the European Economic Area (Articles L. 532-23 and L. 532-24 of the
             Monetary and Financial Code):

           Yes     [ ]                         No      [ ]

           If so, the applicant should complete the questionnaire concerning the pursuit of business in another
           Member State of the European Economic Area (see: www.cecei.org).

       -     State whether it is planned to provide investment services in countries that are not Member States of the
             European Economic Area.

           Yes     [ ]                         No      [ ]

       -     State the investment services concerned (financial instruments, markets, etc.) and the conditions under
             which they will be provided (legal form, resources used, etc.).




October 2007                                                                                                             17
                                           III – MANAGEMENT AND CONTROL OF
                                                    THE UNDERTAKING




1. NATURE OF PLANNED FINANCIAL RESOURCES

       Give a breakdown as between own funds, shareholder loans, negotiable debt securities or bonds, deposits from the
       general public, interbank loans, etc.


2. THREE-YEAR FINANCIAL FORECAST


           – Forecast balance sheet and profit and loss account,

           – Forecast level of main management ratios:


            Solvency ratio
            Market risks
            ¼ of overheads12
           Where the legal entity applying for authorisation is already in existence, describe its activity and provide
           the last three balance sheets and sets of operating accounts, duly certified.

           Where portfolio management for third parties is concerned, the provider's activity must be presented in
           accordance with the table contained in Appendix VI, providing evidence to support the forecasts (assumptions
           made).



3. EXISTING OR PLANNED SHORT-TERM INVESTMENTS IN OTHER UNDERTAKINGS
   OR INSTITUTIONS


           To be provided.


4. OVERALL ORGANISATION CHART OF THE UNDERTAKING


           To be provided.




12
     See Article 3.1 of the order of 20 February 2007



October 2007                                                                                                              18
5. CONTROL PROCEDURES

5.1. Internal control and compliance

           – Specific internal controller13
                Name:



           – Specific compliance officer
                Name:

           – Organisation:

                     Credit institution: describe the planned measures to comply with CRBF Regulation 97-02 as amended.

                     Investment firm: describe the planned measures to comply with CRBF Regulation 97-02 as amended
                     and, where portfolio management for third parties is concerned, with the General Regulations of the
                     Autorité des Marchés Financiers and describe control procedures concerning operators and
                     the operations carried out (standing and selective controls).

                In particular, indicate the Level 1 and 2 control procedures implemented, the internal controller's programme
                of work (provide the manual of internal control procedures on request), risk control procedures and
                compliance control procedures.


           – Risk Committee:                                                                    yes        [ ]                  no      [ ]
                Composition and duties:

           – Audit Committee:                                                                   yes        [ ]                  no      [ ]
                Composition and duties:

           – Other committee(s) created by the decision-taking body14:                          yes        [ ]                  no      [ ]
                Composition and duties:
           – Other procedures for informing senior managers of the company and for taking action in the event of
             malfunction.



5.2. Control of the compliance with the rules of conduct concerning investment services and ancillary
services (custody, administration or clearing of financial instruments)

           –     Identity and qualification of the intended investment services controller and/or compliance officer (provide a
                 curriculum vitae) and position in the hierarchy.

           –     Resources implemented to comply with laws and regulations implementing Article L. 533-10 of the
                 Monetary and Financial Code, especially:

                       Rules of conduct relating to trading by employees acting under the authority or on behalf of the service
                       provider (Article L. 313-9 and sqs. of the General Regulations of the Autorité des marchés financiers).

                       Steps taken by the firm to avoid conflicts of interest.

13
   The specific internal controller, if there is one, must be independent of the executive body, in compliance with Article 7 of CRBF
Regulation 97-02 as amended.
14
     In application of the principles of corporate governance in particular.



October 2007                                                                                                                                  19
            –     State the extent, frequency and methodology of compliance controls.

            –     Where portfolio management for third parties is concerned, state the measures taken with regard to soft
                  commissions provided by intermediaries or counterparties to the service provider, including in particular the
                  nature of commissions, how the written agreements relating to them have been drawn up and how the
                  agreements are furnished to internal controllers or compliance officers, and steps taken to ensure that soft
                  commissions do not entail a conflict of interest for the service provider.

            –     Where a multilateral trading system is concerned, describe the steps taken to control the members'
                  compliance with the rules of the system.


5.3 Vigilance vis-à-vis money laundering             (Book V, Titles VI and VII of the Monetary and Financial
         Code; CRBF Regulations 91-07 of 15 February 1991 and 2002-01 of 18 April 2002).

         Describe the steps taken.

5.4 Steps taken to enable a constant development

        •       Internal procedures

        •       Procedures concerning the relations with clients


5.5 External control

         For the application of Instruction 2006-02 of the Commission bancaire15 relating to the statutory auditors,
         complete the following documents:

         – Declaration to be filled out by the future institution.

         – Declaration to be filled out by the intended statutory auditors.



6. CONTROL BY HEADQUARTERS OR THE PARENT COMPANY (where branches or
subsidiaries of foreign institutions are concerned)

         – Description of procedures for parent company control of its branches or subsidiaries.
         – Description of supervision carried out by the competent home country authorities: nature and scope of the
           parent company authorisation, existence of supervision on a consolidated basis.

         List the competent authority or authorities and state its or their responsibilities.



7. TIMETABLE FOR CARRYING OUT THE PROJECT

      State the date on which the credit institution starts business




15
     Instruction 2006-02 can be found on the website of the Banque de France.



October 2007                                                                                                                20
                                        IV - DECLARATIONS TO BE PROVIDED BY
                                              CONTRIBUTORS OF CAPITAL16

       (This information should be forwarded with a letter, a model of which is given in Appendix IV, certifying that the
                signatory has noted the provisions of Article L. 511-42 of the Monetary and Financial Code17)




Notice


This information should be provided by any person18 who is due to become a partner (associé en nom) or to acquire,
directly or indirectly, 10% or more of the voting rights or capital of the undertaking.

The answers to the questionnaire below should be provided together with all information likely to inform the judgment
of the Comité des établissements de crédit et des entreprises d'investissement. All the sections should be completed.
All shareholders who are natural persons, or all natural persons who represent on the board of directors or supervisory
board a shareholder who holds, directly or indirectly, 10% or more of the voting rights of a credit institution or
investment firm should attach a curriculum vitae.

No mention need be made in the answers to the questionnaire of breaches or infringements in respect of which an
amnesty has been granted.

Information concerning institutions not governed by the provisions of the Monetary and Financial Code should be
provided only insofar as communication thereof is not prohibited by a secrecy obligation.

The questionnaire should be returned duly completed and signed by the interested party or, in the case of a legal entity,
by a corporate officer.


                                                                        *       *
                                                                            *




16
     Where an undertaking subject to the law of a State other than a Member State of the European Economic Area establishes a branch in
     France, all questions relating to the contributors of capital thus refer to the foreign institution.
17
     The main shareholders or partners, direct or indirect, may be required to provide other formulations of this paragraph, including
     specific commitments, as appropriate.
18
     Cf. provisions concerning the automated processing of personal information recapitulated in the Appendix to the authorisation form.



October 2007                                                                                                                               21
     Name of the company for which this information is provided:




                                                  Identity of the contributor of capital

Legal person                                                                  Natural person
                                                                              (Provide a photocopy or a scanned copy
Registered name                                                               of an identity document)
Legal form
SIREN no.19                                                                   Name and forenames
Nationality
Address                                                                       Parents' name and forenames20

                                                                              Date and place of birth
Senior managers
                                                                              Nationality
Name and forenames
Date and place of birth                                                       Personal address
Nationality
Personal address




1.       What is the purpose of forming the company or acquiring an equity interest in it? What consequences does the
         contributor of capital expect (give details)?

2.       Are there significant business relations between the contributor of capital and the undertaking? How are these
         relations likely to develop in the future?

3.       State the amount and the percentage of the planned equity interest and the associated voting rights?
         Give a detailed description of the legal and financial arrangements for acquiring the securities 21.
         State where relevant all existing agreements in these areas. Give details of their main provisions and send them on
         request.

4.       Has the contributor of capital pledged, or does he consider pledging, shares in the undertaking? If so, state the
         beneficiary.

5.       As a result of the transaction, will the contributor of capital’s interest exceed the threshold of a third, a tenth or a
         twentieth of the voting rights of a listed company? (If that is the case, send the company whose equities have been
         acquired and the Autorité des marchés financiers a copy of the statement setting out the objectives that the
         contributor of capital intends to pursue over the next twelve months.) Has it given rise, or is it due to give rise, to
         the filing of a tender offer?22




19
     Or foreign equivalent.
20
     In order to prevent errors of identification, this information is necessary only for the persons (whatever their nationality) who are born
     either in an over-seas territory or in a foreign country.
21
     The following are assimilated to voting rights held by a contributor of capital:
     -    voting rights held by other persons on its behalf,
     -    voting rights held by companies placed under its effective control,
     -    voting rights held by a third party with whom it acts in concert,
     -    voting rights that the contributor of capital or the other persons mentioned above are entitled to acquire on their own initiative
          under the terms of an agreement.
22
     If that is the case, provide a copy of the draft prospectus submitted to the Autorité des marchés financiers for approval, and of other
     communiqués subject to the rules governing mandatory disclosure of financial information..



October 2007                                                                                                                                      22
6.       Must the operation be notified to the Minister of the Economy and/or to the European Commission as required for
         transactions having a Community dimension under the terms of Regulation EEC/139/2004 of 20 January 2004
         relating to the control of concentrations between undertakings? If so, has the notification been made?23

7.       Are the contributor of capital's shares listed? Provide any relevant information concerning these matters (place of
         listing, market?)

8.       Have securities issued by the contributor of capital or certain companies in its group been given a rating? If so,
         give all relevant details.

9        What is the contributor of capital’s share ownership structure? If necessary, state the share ownership structure of
         the parent company and of the intermediary holding companies (give percentages of equity interest and voting
         rights and indicate the address of the registered office of each entity).

         Check and state whether the parent company, or an intermediate holding company at European level, is liable to be
         deemed a financial holding company within the meaning of Article L. 517-124 of the Monetary and Financial
         Code. If so, provide financial statements on a consolidated basis in addition to the company financial statements
         mentioned in Section III.2.

10. What is the contributor of capital's business?
    If the contributor of capital is part of a group, provide a description of the main entities of the group together with
    an organisation chart and the consolidated financial statements for the last three accounting periods; provide a list
    of significant equity interests in credit institutions, investment firms or firms carrying on regulated activities in
    France and elsewhere belonging to:
    • the contributor of capital.
    • the group of which it is itself a member.

         State whether the contributor of capital or one of his agents controls a portfolio management company abroad or
         the equivalent (if so, state the name of the company and the amount of its capital).

11. If the contributor of capital and all or some of the companies associated with it carry on a financial activity: by
    what regulations and to what authorities are the related entities governed in this respect? (State whether the
    transaction requires authorisation and, where applicable, provide a copy thereof. Where relevant, the application
    must also include information concerning the impact of the planned transaction on the contributor of capital's main
    financial features and prudential ratios.)

12. What are the contributor of capital's main banking and financial relations in France?
    If they are correspondent banks, state the three principal ones.

13. For contributors of capital from countries that are not part of the European Economic Area, provide all relevant
    information concerning conditions for setting up branches, creating subsidiaries or acquiring equity interests in
    institutions of comparable legal status, and the conditions governing exercise of banking and financial activities in
    the home country.

14. If the contributor of capital is a natural person, what are the amount and nature of his assets?

15. Has the contributor of capital or any company in its group been the subject of a criminal, administrative or
    disciplinary sanction in France or elsewhere in the last ten years? If so, with what offence were they charged by
    the competent authority or authorities? What sanctions, if any, were ordered25? Is any such procedure pending?

16. Is the contributor of capital aware of the existence of sanctions (criminal, administrative or disciplinary) or
    proceedings pending against the company concerned by the transaction? What sanctions, if any, have been
    imposed?



23
     If notification has been made, what is the Commission’s deadline ? If it has not, within what deadline must you make your
     declaration?
24
     Article L 517-1: "Financial holding companies are financial institutions within the meaning of Article L. 511-21 which have as their
     subsidiaries, exclusively or principally, one or more credit institutions or investment firms or financial institutions. One at least of
     those subsidiaries must be a credit institution or an investment firm […]".
25
     If that is the case, a copy of the decision ordering the sanction should be sent to the Secretariat of the Comité des Etablissements de
     Crédit et des Entreprises d’Investissement.



October 2007                                                                                                                                    23
17. Will the contributor of capital be present or represented on the company's board of directors (or supervisory
    board)?26 27

18. Provide a list of offices already held by the contributor of capital's future representatives within the institution that
    is the subject of this application.

19. Provide all additional information relevant to consideration of the application.



"In my capacity as                       , I certify the accuracy of the above-mentioned information and undertake to
inform the Comité des établissements de crédit et des entreprises d’investissement of any change to the information
contained in this declaration".


Signature of the contributor of capital (or his representative)




26
     If so, the future member of the board of directors or supervisory board should attach to his file a certificate stating that the prohibitions
     set forth in Article L. 500-1 of the Monetary and Financial Code or in Article 22 of Act 96-597 of 2 July 1996 do not apply to him.
27
     Such persons should also reply to questions 11 to 16 of the questionnaire relating to senior managers (cf. Section V of the
     application).



October 2007                                                                                                                                         24
                                               V - INFORMATION TO BE PROVIDED BY
                                               THE SENIOR MANAGERS OF A CREDIT
                                                INSTITUTION OR INVESTMENT FIRM



Notice

This information must be provided by any natural person appointed to be responsible for the effective direction of the
business policy of a credit institution (Article L. 511-13 of the Monetary and Financial Code) or investment firm
(Article L. 532-2 of the Monetary and Financial Code).

The answers to the questionnaire below should be provided together with all information likely to inform the judgment
of the Comité des établissements de crédit et des entreprises d'investissement. All the sections should be completed.
No mention need be made of breaches or infringements in respect of which an amnesty has been granted.

Information concerning institutions not governed by the Monetary and Financial Code should be provided only insofar
as communication thereof is not prohibited by a secrecy obligation.

The questionnaire should be returned duly completed and signed by the interested party and by the chairman of the
board of directors or supervisory board of the institution concerned. If the appointment is to the chair of the board of
directors or supervisory board, the largest shareholder or one of its corporate officers should countersign the manager's
declarations.

The interested parties should also send the Committee Secretariat a curriculum vitae giving details of the manager's
training and qualifications and the titles of positions filled28. As regards the last two positions filled, information should
also be provided about the size of the entities (workforce and sales) in which the positions were held and about their
results.

Where a senior manager has been appointed less than three years after being appointed a senior manager of a entity
belonging to the same group, it is not necessary either to fill the questionnaire or to send a copy of an indentity
document. However, they should send a letter drawn up according to the model set out in Appendix V to the Governor
of the Banque de France, Chairman of the Comité des établissements de crédit et des entreprises d'investissement.

By a decision of 29 November 2001, published in the Journal officiel of 20 February 2002, the Comité des
Etablissements de Crédit et des Entreprises d'Investissement decided to introduce the automated processing of personal
data so as to centralise information liable to contribute to an assessment of the experience, competence and integrity of
managers and natural-person shareholders of credit institutions and investment firms. The database is called "Fichier
des dirigeants et actionnaires des établissements de crédit et des entreprises d'investissement" (database of managers
and shareholders of credit institutions and investment firms - FIDEC). On 18 September 2001 the Commission
Nationale de l'Informatique et des Libertés (data protection watchdog) issued a favourable opinion on creation of the
FIDEC database.

Interested parties are informed that some of the information provided in this application, in particular concerning
positions held during their professional career, are liable to be recorded in FIDEC (see Appendix to the authorisation
dossier concerning the automated processing of personal information).




28
     Including appointments to directorships or membership of supervisory boards in the last ten years.



October 2007                                                                                                               25
[1]. Name of the undertaking for which
     the information is provided:...................................................................................................................

[2]. Identity of the senior manager:
    (Provide a copy of an identity document)
         − Name and forenames: ......................................................................................................................

         − Parents' name and forenames29: .......................................................................................................

         − Date and place of birth:....................................................................................................................

         − Nationality:......................................................................................................................................

         − Personal address30: ...........................................................................................................................
              ........................................................................................................................................................

         − Knowledge of French (for non-French speakers): .............................................................................

         − Title of the position31: ......................................................................................................................

         − Date of appointment: .......................................................................................................................




1.       State the identity of the body or person that has appointed you to your new position and attach a copy of the
         document making the appointment.

2.       What will be the extent of your managerial responsibilities, and how will they be shared with other managers
         appointed under the terms of Articles L. 511-13 or L. 532-2 of the Monetary and Financial Code? 32

         You should examine whether the extent of your managerial responsibilities comply with the communiqué the
         Committee issued on 19 September 2005 (see Appendix III).

3.       For each position occupied in the last ten years, what were your actual responsibilities and what results33 did you
         achieve?

4.       Are you or have you been in the last ten years a significant shareholder34, a partner (associé en nom) or a general
         partner (associé commandité) of another company? (If so, state the name and business of such companies and the
         amount of your equity holding.)

5.       To the best of your knowledge, has any of the undertakings in which you have held in the last ten years or
         continue to hold a position of managerial responsibility, or of which you have been or are a significant
         shareholder, partner (associé en nom) or general partner (associé commandité), been refused banking or financial
         Authorisation or approval in France or elsewhere, or had such authorisation or approval been withdrawn?




29
     In order to avoid errors of identification, this information is required only for persons (whatever their nationality) born in the overseas
     territories or in foreign countries.
30
     State the planned place of residence after taking up the appointment, if different from the present address.
     At least two managers should, in principle, have their residence close to the main place of business.
31
     For which this application is made.
32
     Describe the scope of your managerial responsibilities and specify the ways in which you are associated with the duties of other
     managers appointed under the terms of Articles L. 511-13 or L. 532-2 of the Monetary and Financial Code.
33
     This information is to provide in the event that they do not appear in the curriculum vitae.
34
     A significant shareholder is one who owns 10% or more of an undertaking's capital or voting rights).



October 2007                                                                                                                                                             26
6.       To the best of your knowledge, has any of the undertakings in which you have held in the last ten years or
         continue to hold a position of managerial responsibility, or of which you have been or are a significant
         shareholder, partner (associé en nom) or general partner (associé commandité), been convicted of a criminal
         offence, subjected to an administrative or disciplinary sanction or suspended or excluded from a professional
         organization in France or elsewhere? Is any such procedure pending?

7.       Have you been or do you expect in the near future to be party to an out-of-court settlement or judicial procedure,
         in France or elsewhere, the purpose of which is to clear the debts of an undertaking of which you have been or
         continue to be a senior manager, significant shareholder or partner?

8.       Are you bound by any undertakings in respect of previously held positions (such as a non-competition clause)?

9.       State, to the best of your knowledge, which of the undertakings in which you have held or continue to hold a
         position of responsibility, or of which you have been or are a significant shareholder, partner (associé en nom) or
         general partner (associé commandité), has or could have significant business relations with the undertaking
         mentioned in this questionnaire.

10. At the same time as the duties to which this application relates, are you due to take up or continue other
    managerial positions? (If so, give a list of such positions and explain how you intend to organize your time in
    order to ensure that you are sufficiently available for each one, mentioning where relevant the organizational or
    control structures that enable you to fulfil all your various responsibilities.)

11. Give a list of the corporate offices you hold, indicating those in companies that are not members of the group of
    the credit institution for which you are answering this questionnaire.

         Among the latter, indicate those where you could experience a conflict of interests. In this case, state what steps
         you intend to take to remedy the situation.

12. Have you in the last ten years occupied a managerial position in an undertaking where the statutory auditors or
    controllers35 have refused to certify the accounts or only certified them subject to qualifications?

13. Have you in the last ten years been convicted of a criminal offence, subjected to an administrative or disciplinary
    sanction by a professional authority or suspended or excluded from a professional organization in France or
    elsewhere or subjected to a sanction from a central body (in the meaning of Articles L. 511-30 to L. 511-32 of the
    Monetary and Financial Code)? Is any such procedure pending?

14. Have you ever been dismissed for professional misconduct? (If so, give all relevant details). Is any such procedure
    pending?

15. Do you intend to carry out, directly or indirectly, personal or professional transactions36 with the institution?

16. Are you aware of any other information likely to inform the judgment of the Comité des établissements de crédit
    et des entreprises d'investissement as to your integrity and expertise.

17. Supplementary question intended solely for the senior managers of French branches of institutions not governed
    by the laws of a Member State of the European Economic Area: What is the scope of the responsibilities given to
    you by your company's management? In view of the Committee's communiqué of 19 September 200537, such
    branch managers (of which there must be at least two) must have been appointed by a senior manager from
    headquarters, or at the very least by the head of the foreign bank's international division. In addition, the person
    appointing the second senior manager and any further senior manager must have explicitly given them powers at
    least equal to the minimum powers defined by the abovementioned communiqué of 19 September 2005.




35
     For foreign companies.
36
     For example, do the company's clients or suppliers include another company in which you occupy a managerial position or of which you are a
     significant shareholder, partner (associé en nom) or general partner (associé commandité)? At another level, do you intend to open an account or
     accounts with the institution and, if so, do you intend to carry out transactions that do not relate to the day-to-day management of your assets?
37
     See Appendix III.



October 2007                                                                                                                                       27
                                                                            *

                                                                      *          *



"I the undersigned …………………………………38 certify the accuracy of the above-mentioned information and
undertake to inform the Comité des établissements de crédit et des entreprises d’investissement of any change to the
information contained in this declaration that concerns them".

                                                                                          Done at                 , on

                                                                                          Manager's signature



                                                                      *          *


" In my capacity as ……………………39, I the undersigned …………………………………38 hereby certify, having
made the customary verifications, that the information provided by ……………………40 to the Comité des
établissements de crédit et des entreprises d’investissement in the context of his appointment as
.……………………………39 of …………………………………………41, is accurate to the best of my knowledge.
I undertake to inform the Comité des établissements de crédit et des entreprises d’investissement of any change to the
information contained in this declaration that concerns them and that comes to my attention".

                                                                                          Done at                  , on

                                                                          Signature of the Chairman42, largest shareholder
                                                                           or representative of the decision-making body
                                                                                      following its decision43




38
     Name and forename.
39
     Position.
40
     Manager's name.
41
     Name of the institution.
42
     Unless the appointment is to the position of chairman.
43
     This representative shall take part in the meeting of the decision-making body by which the senior manager is appointed.



October 2007                                                                                                                    28
                                       APPENDICES




Appendix I     : Automated processing of personal data contained in the authorisation application form


Appendix II    : List of documents to be provided with the application form


Appendix III   : Committee's communiqué of 19 September 2005


Appendix IV    : Model letter to be filled out by the contributors of capital


Appendix V     : Model letter to be filled out by the senior managers


Appendix VI    : Forecast financial statements concerning the activity of portfolio management
                 for third parties




October 2007                                                                                             29
                                                                                                   Appendix I


     AUTOMATIC PROCESSING OF DATA RECORDED IN THE AUTHORISATION FORM


The provision of required information is obligatory and failure to comply precludes examination of the
authorisation dossier.

This information shall be reported, in the framework of the laws and regulations in force, to the Comité des
établissements de crédit et des entreprises d’investissement (CECEI) and the Autorité des marchés financiers
(AMF). Pursuant to Article L.631-1 of the Monetary and Financial Code, this information may also be
reported to the Banque de France, the Commission bancaire and the Fonds de garantie des depots.

In accordance with Act 78-17 of 6 January 1978 relating to data processing, computer records and civil
liberties, requests for access to one’s own personal data should be addressed to the Banque de France –
Direction des établissements de crédit et des entreprises d'investissement – 40-1355 – 75049 PARIS
CEDEX 01.

The data is communicated within eight working days following the request for access.

This is subsequent to the correction of any errors within eight working days following the communication of
the amended information. The person concerned is notified by letter of the rectification.

Moreover, personal data recorded via the questionnaire pursuant to articles L.511-10, L.511-13, L.532-2 and
L.532-4 of the Monetary and Financial Code is now subject to automatic processing, having received the
approval of the Commission nationale de l’informatique et des libertés (CNIL) on 18 September 2001.

This data, collected by the CECEI in its capacity as the one-stop shop for firms and individual applicants and
stored in the Fichier des Dirigeants et Actionnaires des Etablissements de Crédit et des Entreprises
d’Investissement (FIDEC) database, may be provided to the aforementioned authorities. The data may be
communicated, in the conduct of its assignment as defined by the above-mentioned Code, to the guarantee
fund as well as, in accordance with current legislation – notably articles L.612-6, L.613-12, L.613-13, L.613-
20, L.621-21 and L.632-1 of the said Code – to foreign supervisory authorities.

Moreover, the FIDEC database includes the result of the consultation of bulletin number 2 of the police
record, to which the CECEI has authorised access in application of indent 3 of article 776 of the French
penal code.

Furthermore, events following this designation, including those that could call into question the fit and
proper criteria and the appropriate experience required to fulfil the role of executive manager, are likely to be
recorded in this database. The Credit Institutions and Investment Firms Directorate (Direction des
établissements de crédit et des entreprises d'investissement - DECEI) informs those concerned of all facts
that do not have a strictly civil status in order to ask for any comments they may have.

Those surveyed, who do not have the right to object, in accordance with the provisions of Article 26, indent
2 of the aforementioned Act of 6 January 1978, can access information concerning themselves in FIDEC by
addressing a written request to the Chairman of the Comité des établissements de crédit et des entreprises
d’investissement – Banque de France 48-1428 CECEI – 75049 PARIS CEDEX 01.

The conditions under which the data is communicated and under which any errors are corrected are identical
to those mentioned above.




October 2007                                                                                                  30
                                                                                               Appendix II


               DOCUMENTS TO BE PROVIDED WITH THE APPLICATION FORM


1. Documents concerning the company

For existing companies

   -   Memorandum of association and articles of association and intended changes

   -   Extrait K bis (copy of any certificate of incorporation provided by the registrar)

   -   Organisation chart of the company

   -   Last three balance sheets and operating accounts certified by the statutory auditors

   -   Appendix I of instruction 2006-02 of the Commission bancaire relating to the appointment of the
       auditors



For companies in the process of being formed

   -   A copy of any resolution affecting the memorandum of association or articles of association

   -   Organisation chart of the company

   -   Appendix I of instruction 2006-02 of the Commission bancaire relating to the appointment of the
       auditors


2. Documents relating to the contributors of capital

          In the case of a natural person: a photocopy or a scanned copy of an identity document

          In the case of a legal person: company accounts and, where appropriate, consolidated accounts,
          covering the last three years and certified by the statutory auditors.

          Statement drawn up by the contributors of capital set to become associates or acquire directly or
          indirectly at least one tenth of the capital or voting rights of the company (see Appendix IV).


3. Documents relating to senior managers

        Documents to be submitted by senior managers in the meaning of Article L. 511-13 or L. 532-2.




October 2007                                                                                             31
In the case of a complete dossier

Provide:

    o    A questionnaire duly completed and signed
    o    A photocopy or a scanned copy of an identity document
    o    An up-to-date curriculum vitae in French
    o    A copy of the resolution by which the decision-making body determines the powers of the senior
         manager
    o    In the case of a person who has not been residing in France for at least three years: a copy of the
         person’s police record, sent by the competent authority of the country in which this person was
         resident. This document shall indicate the signing authority and the country in which it is situated.


In the case of a simplified dossier

Provide:

o       A headed letter signed by a senior manager. This letter shall be sent to the Gouverneur de la Banque de
        France, Président du Comité des établissements de crédit et des entreprises d’investissement. (See model
        letter in Appendix V).

o       An up-to-date curriculum vitae.

o       A copy of the resolution by which the decision-making body determines the powers of the senior
        manager.

o       In the case of a person who has not been residing in France for at least three years: a copy of the person’s
        police record, sent by the competent authority of the country in which this person was resident. This
        document shall indicate the signing authority and the country in which it is situated.


Documents to be submitted by the other corporate officers, the senior managers or the heads of business
areas :

- An up-to-date curriculum vitae in French.




October 2007                                                                                                     32
                                                                                              Appendix III


                          CECEI COMMUNIQUÉ OF 19 SEPTEMBER 2005



In July 2005, upon publication of its report for the financial year 2004, the CECEI, which is called upon to
provide an opinion on the appointment of executive managers of credit institutions and investment firms,
confirmed the wish to avoid, within these institutions, an increase in the number of executive managers and
a dilution of their responsibilities.

The CECEI has thus clarified its doctrine concerning companies that have a collegiate body, which are
referred to in the last two paragraphs of the communiqué hereinafter, bringing up to date the provisions
published by the CECEI on 17 February 2004.

                                                    ***

On 5 November 2002, the CECEI, which provides its opinion on the appointment of any new executive
managers, in accordance with Articles L.511-13 of the Monetary and Financial Code for credit
establishments and L.532-2 for investment firms, published a first communiqué regarding its views
concerning the procedure for appointing executive managers and the scope of their responsibilities as defined
by financial and banking law.

The strategies adopted as regards executive managers of simplified joint stock companies, or sociétés par
actions simplifiées (SAS), have evolved: Article 118 of the Financial Security Act 2003-706 of 1 August
2003 has modified Article L.227-6 of the Commercial Code by adding that, in SAS, “the statutes may
provide for the conditions in which one or several people other than the chairman, holding the status of
managing director or delegate managing director, may implement the powers entrusted to the latter by this
Article”.

The CECEI has studied the effects of this new provision and has published its conclusions in a new
communiqué dated 17 February 2004. The CECEI has thus reiterated the wish that all executive managers as
defined by the Monetary and Financial Code, other than those bearing the status of legal representative for
the firm (managing director or chairman of the executive board, chairman of the SAS, etc.) be appointed, in
this capacity, by the firm’s decision-making body (executive board, supervisory board, etc.) and, where
appropriate, dismissed by the same.

The CECEI considers that companies, such as SAS, that are not obliged by law to set up a decision-making
organ comprised of at least three members should, in their statutes, provide for a collegiate body of at least
three members, corresponding to the definition given by Article indent 4 b) of Regulation 97-02 concerning
internal control in the banking sector covered by the Banking and Financial Regulations Committee (Comité
de la réglementation bancaire et financière – CRBF): the collegiate body would be responsible for
monitoring the firm’s management and situation on behalf of the fund providers. The composition of this
statutory decision-making body, presided over by the firm’s chairman, is the responsibility of the associates.

As a result, as regards companies that have adopted the legal status of SAS, in view of the provisions of
Article L.227-6 indent 3 of the Commercial Code, the CECEI has expressed the wish that the executive
manager/s as defined by the Monetary and Financial Code, apart from the chairman, be appointed or
dismissed by the aforementioned decision-making body, according to a procedure laid down in their statutes.
Furthermore, any significant statutory modification to an SAS is subject to the CECEI’s approval,
particularly when it influences the organisation of the firm’s administration and management.

The CECEI has issued a reminder that, as regards the scope of executive managers’ powers, the declaration
to the CECEI of the appointment of any executive manager as defined by the Financial and Monetary Code


October 2007                                                                                               33
other than the legal representative/s must henceforth include the extract of the minutes of the decision-
making body’s meeting, mentioning the scope of the executive manager’s powers, necessarily including
those provided for by law and Banking and Financial Regulations, notably:
• the effective direction of a credit institution or investment firm’s activity (Articles L.511-13 and L.532-2 of
   the Monetary and Financial Code),
• reporting (Articles L.571- 4 to L.571-9 or L.573-3 to L.573- 6 of the said Code),
• internal control,
• the calculation of regulatory capital.

It should be noted that, as regards managers of SAS which statutorily have the same powers as their
chairman (see above), it is not necessary to confirm the extent of their powers.

Furthermore, the CECEI has reiterated, upon publication of its 2004 annual report (see p.94 onwards), its
wish to maintain the number of executive managers, required by law to total at least two, within strict limits
in order to avoid a dilution of responsibilities. The CECI therefore specifies that, in the case of companies
that have adopted a legal form providing for the existence of a collectively accountable college (executive
board), all of the members of said college are not necessarily intended for appointment as executive
managers, since the number of the latter depends mainly on the scope and nature of the firm’s activities.

Therefore, in addition to the legal representatives – the chairman and, if there is one, the managing director –
only those that have powers within the scope of those listed above shall be accepted as executive managers.

These potential limitations to the number of executive managers only apply to managers of a firm that, due to
its legal form, have limited legal liability: for example, managing partners in a general partnership and active
partners in a limited partnership.




October 2007                                                                                                  34
                                                                                                                                      Appendix IV

       MODEL LETTER TO BE COMPLETED BY THE CONTRIBUTORS OF CAPITAL44


Name of the institution                                                Monsieur le Gouverneur
Address                                                                de la Banque de France,
                                                                       Président du Comité des établissements de crédit
                                                                       et des entreprises d’investissement
                                                                       Banque de France
                                                                       Direction des établissements de crédit et des entreprises
                                                                       d’investissement / 40-1355
                                                                       75049 Paris cedex 01
                                                                       FRANCE

Dear Governor,


In my capacity as ………………………………………..45, I am sending you herewith the
information requested by the Comité des Etablissements de Crédit et des Entreprises
d’Investissement in connection with the equity interest that [contributor's name] intends to acquire
in [institution's name].

I hereby certify that the information is full and fair and that to the best of my knowledge there are
no other material facts of which the Comité des Etablissements de Crédit et des Entreprises
d’Investissement should be informed.

I undertake to inform the Comité des Etablissements de Crédit et des Entreprises d’Investissement
immediately of any change which would significantly alter the information provided46.

I further undertake to provide each year to [name of institution concerned], [of which (company
name) is a partner or shareholder] or [of which I am a partner or shareholder], the financial
information which is required to be provided to the authorities in accordance with the regulations in
force47.

I have taken note of the provisions of Article L. 511-42 of the Monetary and Financial Code,
pursuant to which the Governor of the Banque de France may call upon the shareholders or
members of an institution to provide it with the support it needs when its situation justifies such
action48.

Yours faithfully,
                                                                                            Date, Name of the signatory & Signature


44
     This letter is to be provided by any person intending to acquire 10% of the voting rights of a credit institution or to be a general
     partner.
45
     Give the signatory's status: chairman, manager, other corporate officer, expressly empowered agent.
46
     In particular the information referred to at item 9 of Part IV, "Declarations to be provided by contributors of capital" (share ownership
     structure of the contributor of capital and, where relevant, that of the parent company of the group of which it is a member).
47
     This paragraph applies only to persons who intend to hold one tenth of the voting rights or more. It does not concern partners or
     shareholders that are themselves subject to the present requirements or credit institutions authorized in another Member State of the
     European Union.
48
     The main shareholders or partners, whether direct or indirect, may where relevant be asked for alternative formulations of this
     paragraph containing specific commitments.



October 2007                                                                                                                                     35
                                                                                       Appendix V


           MODEL LETTER TO BE COMPLETED BY THE SENIOR MANAGERS


Name of the institution                            Monsieur le Gouverneur
Address                                            de la Banque de France,
                                                   Président du Comité des établissements de
                                                   crédit et des entreprises d’investissement
                                                   Banque de France
                                                   Direction des établissements de crédit et des
                                                   entreprises d’investissement / 40-1355
                                                   75049 Paris cedex 01
                                                   FRANCE

Dear Governor,


Having been appointed as a senior manager within the meaning of Articles L. 511-13 and/or
L. 532-2 of the Monetary and Financial Code of [name of the undertaking], where I will hold the
position of ………………. from …………………, I hereby confirm the information that I provided
to you on the occasion of my previous appointment and certify that to the best of my knowledge
there are no other material facts to be reported. Please also find herewith an up-to-date curriculum
vitae.

I undertake to inform the Comité des Etablissements de Crédit et des Entreprises immediately of
any change which would significantly alter the information provided.

Yours faithfully,


                                                           Date, Name of the signatory & Signature




October 2007                                                                                       36
                                                                                                          Appendix VI

            PROJECTED STATEMENTS CONCERNING THE ACTIVITY OF PORTFOLIO
                          MANAGEMENT FOR THIRD PARTIES
In Keuros                                                                      First year   Second year       Third year
                           UCITS
                           UCITS under French law whose Management
                           involves Delegation of Authority
                           Investment Funds under Foreign Law whose
Outstanding amounts        Management involves Delegation of Authority
                           Management Contract
                           Delegated Management Contract
                           Total amount


                           Total 1
                           UCITS Management Fees
                           Including performance fees or outperformance
  Management Fees          fees
     (R. 96-03)            Management Contract Fees
                           Of which Performance-related or Outperformance
                           Fees
                           Financial Adviser Fees


                           Total 2
                           UCITS Turnover Fees
                           Turnover Management Contract Fees
 Other management-
    related fees           Fees on Subscription/redemption of UCITS
                           Retrocession of Management Fees for UCITS in
                           which assets under management are invested
                           Other Fees (please specify)


                           Total 3
                           UCITS Management Advice fees
                           Fees related to Management Advice on a Client-
                           by-Client Basis
   Fees on Ancillary
                           Fees related to the reception/transmission of
       Services
                           orders
                           Others (Marketing, Advice to Undertakings,
                           Commercialisation of UCITS for which the
                           Management Company is not the designated
                           Management Company)

    Total turnover         = Total 1 + Total 2 + Total 3

                           Total
                           Salaries and payroll costs
                           Other external charges
 Operating expenses
                           Of which retrocession of Fees booked as operating
                           expenses
                           Other charges

Operating profit or loss
Net income
Dividends to be paid

¼ of overheads
Projected capital
requirements
Own funds
Retained earnings
Intangible fixed assets



   october 2007

								
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