law of 20 December 2002 - Alfi

Art. 5Art. 6Art. 7Art. 8Art. 9Chapter 2. – Common funds in transferable securitiesThere shall be regarded as a common fund for the application of this Part anyundivided collection of transferable securities and other liquid financial assetsreferred to in Article 41, paragraph (1) made up and managed according tothe principle of risk-spreading on behalf of joint owners who are liable only upto the amount contributed by them and whose rights are represented by unitsintended for placement with the public by means of a public or private offer.The common fund shall not be liable for the obligations of the managementcompany or of the unitholders; it shall be answerable only for the obligationsand expenses expressly imposed upon it by its management regulations.A common fund shall be managed by a management company which complieswith the conditions set out in chapter 13 of Part IV of this law.(1) The management company shall issue registered certificates or bearersecurities, representing one or more portions of the common fund which itmanages, or, in accordance with the conditions laid down in the managementregulations, written confirmations of entry in the register of units or fractions ofunits without limitation as to the splitting-up of units.Rights attached to fractions of units are exercised in proportion to the fractionof a unit held except for possible voting rights which can only be exercised forwhole units. The certificates and securities shall be signed by the managementcompany and by the depositary referred to in Article 17.Such signatures may be reproduced mechanically.(2) Ownership of units shall be determined and transfer thereof shall be effectedin accordance with the rules laid down in Articles 40 and 42 of the law of10 August 1915 concerning commercial companies, as amended 14 .(1) Units shall be issued at a price arrived at by dividing the net asset value of thecommon fund by the number of units outstanding; such price may be increasedby expenses and commissions, the maximum amounts and procedures forcollection of which may be determined by a grand-ducal regulation for whichan opinion from the CSSF shall be sought 15 .(2) Units may not be issued unless the equivalent of the net issue price is paid intothe assets of the common fund within the usual time limits. This provision shallnot preclude the distribution of bonus units.14 Articles 40 and 42 of the law of 10 August 1915 concerning commercial companies, as amended:40. Ownership of registered shares shall be established by an entry in the register prescribed in the foregoingArticle.Certificates recording such entries shall be issued to the shareholders.Transfers shall be carried out by means of a declaration of transfer entered in the said register, dated andsigned by the transferor and the transferee or by their duly authorised representatives, and in accordance withthe rules on the assignment of claims laid down in Article 1690 of the Civil Code. The company may accept andenter in the register a transfer on the basis of correspondence or other documents recording the agreementbetween the transferor and the transferee.Subject to any contrary provisions of the Articles, transmission, in the case of death, shall be validly establishedvis-à-vis the company, provided that no objection is lodged, on production of a death certificate, the certificateof registration and an affidavit (acte de notoriété) attested by a juge de paix or a notary.42. The transfer of bearer shares shall be made by the mere delivery of the certificate.15 No such regulation exists at this time.15