Law 10/2008 of 12 June, regulating collective investment bodies of Andorran law since the General Council in its session of June 12, 2008 has approved the following: law 10/2008 of 12 June, regulating collective investment bodies of Andorran law preamble The legislative provisions set out in the law of regulation of the financial system , of 27 November 1993; the law regulating the powers of the various operational components of the financial system, of December 19, 1996, and the law of regulation of basic administrative regime of the banking entities, of 30 June 1998, set several deadlines to regulate the activity of the investment banks.

The management of investment, according to the terminology used since the law of December 19, 1996, it is one of the main components of the management on behalf of third parties. This same law includes a generic definition of what is meant by investment in the Principality all including two types of investment: investment mutual funds and pension funds. While the first investment mutual funds began to set up in Andorra at the end of the 1980s, so far there is no specific regulation. Neither has not been developed any legislation relating to the pension funds. These precedents, the continuing sophistication of management mechanisms through investment vehicles of this kind and the largest daily need to establish a framework that would ensure the necessary legal security, both investors and the financial agents involved in these activities, have made the General Council regulates so exhaustive this sector.

It is necessary that the regulation establishes criteria of transparency that allow investors to have access to sufficient information, before the period of participation in the investment and also during this period, and there needs to be a proper tuning at any time between the investor and the investment. All in all, this is to protect the investor.

On the other hand, it is necessary for the entities involved in the management, administration and distribution of investment, in the depository of its assets and in all the complementary services that are generated around these activities, to know their obligations and the scope of their responsibilities to offer all services in optimal conditions.

Expands the scope of investment bodies with legal personality because this type of modality has more and more acceptance in the field of investor.

In addition, there are two types of collective investment institutions, according to the investment possibilities that have:-organizations of collective investment in securities.

-Other organizations of collective investment.

For the first, which are aimed at all types of investors, establish operating standards compatible with existing European directives. In this way it is possible that the investment, which was the first Andorran cPer aimed at all types of investors, establish operating standards compatible with existing European directives. In this way it allows the investment constituted under Andorran these criteria may be distributed in Europe if it reaches an agreement in this regard.

These rules of operation affect in particular the types of assets that can be made the investments and limits that are established in order to guarantee a proper risk Division.

With regard to the other collective investment undertakings, which do not meet some of the conditions laid down for the OICVM, are investment agencies in accordance with their characteristics of liquidity risk and may be subject to certain limitations with regard to investors who may be distributed.

In relation to the shape of the investment, envisaged in the legislation all the figures that exist in our environment, from the standard background with or without compartments, up to the Fund or to the funds for teachers and subordinates.

Establish the mechanisms for setting up these different investment and other operating mechanisms such as accounting, transparency of information, the calculation for net asset values and their distribution mechanisms.

This law also regulates the distribution of organisms in the Andorran collective investment abroad as well as the distribution of foreign investment agencies in Andorra. This regulation appears necessary since it would not be efficient to regulate the investment of Andorran law and allow simultaneously the distribution in Andorra without any control of foreign investment.

This law regulates all these aspects and establishes transient periods to produce the necessary adaptations.

Preliminary Title index. Title I definitions. General provisions Article 1. Objective Article 2. Definition in Article 3. Scope of Title II. CROS Andorran law chapter. The general scheme Article 4. Legal form Article 5. Reservation of name Article 6. Article 7 type. Characteristics of Article 8. Registration Article 9. Regulations/statutes Article 10. Article 11 heritage. Net asset value/price Article 12. Subscriptions and refunds Article 13. Parts of Article 14. Participants/shareholders Article 15. Results second chapter. SICAV Article 16. Article 17 applicable law. Statutes Article 18. Third Chapter administration. Investment policy Section first. OICVM Article 19. Definition and scope of application Article 20. Investment policy Article 21. Risk control Article 22. Diversification of risks Article 23. Investments issued or guaranteed by the public sector Article 24. Investments in other collective investment undertakings Article 25. Article 26 prohibited investments. Complementary standards section second. Other CROS Andorran law Article 27. Scope of application Article 28. Article 29 performance margin. Qualified investors in Article 30. CROS real estate Article 31. CROS 32 Article alternative. Other RIGHT fourth Chapter. Accounting and financial statements Article 33. Article 34 accounting exercise. Accounting rules Article 35. Financial statements recently Article 36. Public financial statements Article 37. External audit Chapter five. Marketing of CROS of Andorran law abroad Article 38. Overseas marketing Article 39. Requirements of Article 40. Regime of foreign investments


Title III. CROS of foreign law Article 41. Title IV Requirements. Creation, distribution, modification, dissolution and liquidation chapter. Constitution and modification of the Article 42. Constitution of the CROS of Andorran law Article 43. Documents that you must provide in order to obtain the prior authorization of the setting up of a CROS of Andorran law Article 44. Modifications of the CROS of Andorran law Article 45. Documents that you must provide in order to obtain the prior authorization of incorporation and/or modification of CROS of Andorran law Article 46. Resolution of requests for prior authorization of incorporation and/or modification of CROS Andorran law second chapter. Registration, dissolution and liquidation Article 47. Requirements for registration in the registers of the INAF Article 48. Deadline for the resolution of the applications of registration Article 49. Refusal of authorisation and/or registration Article 50. Withdrawal of the authorisation Article 51. Dissolution and liquidation Article 52. Records maintained by the INAF Article 53. Administrative provisions of Chapter three. 54 Article distribution. Title V resellers. information to investors chapter. 55 Article information. Information obligations Article 56. Full prospectus and simplified prospectus Article 57. Second chapter reports. Advertising Article 58. Advertising of the CROS Article 59. Contents of advertising documents title VI. Management companies and dipositàries chapter. Common provisions Article 60. Management companies and dipositàries second chapter. Functions and obligations Article 61. Joint functions of the management company and depositary Article 62. Functions of the management company Article 63. Obligations of the management company Article 64. Depositary functions Article 65. Obligations of the depository Article 66. Responsibilities of the management company and the depositary Article 67. Organization of the management company and the depositary Article 68. Content of the depositary contract Chapter third. Delegations and replacement Article 69. Powers of delegation of the management company Article 70. Powers of trustee delegation Article 71. And authorization of delegations Article 72. Replacement of the management company and the depositary fourth Chapter. Compensation Article 73. Remuneration for the management company and the depositary Chapter five. Constitution and modification of the Article 74. Title VII rules of conduct. Supervision of the INAF and disciplinary chapter. Supervision of the INAF Article 75. Article 76 liability. Second chapter powers. Disciplinary Article 77. Very serious offences Article 78. Serious offences Article 79. Minor offences Article 80. Penalties for very serious offences Article 81. Penalties for serious offences Article 82. Penalties for minor offences Article 83. Organ replacement Article 84. Injunctive relief Provisions Transitional Provisions derogatòries final provisions Annexes Annex i. Annex II minimum content of the full prospectus. Minimum content of the preliminary Title reports. Definitions for the purposes of this law, is meant to: 1. INAF: Andorran National Institute of finance.

2. RIGHT: investment Body.

3. CROS: collective investment Organism.

4. OICVM: Body of collective investment in securities.

5. VARIABLE: variable capital investment company. For the purposes of this law, it is understood by SICAV CROs that takes the form of joint-stock company of Andorran law: a. your social object exclusively is the investment of their funds in securities with the aim to spread the risks of investment and benefit their investors of the results of the management of their assets.

b. your actions are intended to be placed to the public through a public offering or private.

c. the increases or decreases of capital within the maximum and minimum limits set in the articles does not require agreement of the general meeting.

6. marketable Securities:-the actions and other related values to actions.

-The bonds and other negotiable credit.

-All other values that give the right to purchase these negotiable securities by subscription or Exchange.

7. Financial Instruments:-negotiable.-negotiable securities.

-Money market Instruments.

-Participation of CROS.

-Contracts of options, futures, swaps (swaps), term interest rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices or financial measures which may settle in kind or in cash.

-Contracts of options, futures, swaps (swaps), term interest rate agreements and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the request of one of the parties (for different reasons of non-compliance or of another fact that leads to the termination of the contract).

-Contracts of options, futures, swaps (swaps) and other derivative contracts related to commodities that could liquidate in species, as long as they are traded on a regulated market or in a multilateral trading system.

-Contracts of options, futures, swaps (swaps), term interest rate agreements and any other derivative contracts relating to commodities that can be cleared by means of physical delivery is not mentioned in the previous section and not intended for commercial purposes, which have the characteristics of other derivative financial instruments, taking into account, among other things, if you are settled through recognised clearing houses or are subject to regular adjustments of the margins of guarantee.

-Derivative Instruments for the transfer of credit risk.

-Financial Contracts for differences.


-Contracts of options, futures, swaps (swaps), term interest rate agreements and any other derivative contracts relating to climatic variables, transport costs, emission permits or types of inflation or other official economic statistics, you have to settle in cash or they may settle in cash at a choice of the parties (for reasons other than breach of or another event that leads to the termination of the contract) , as well as any other derivative contracts relating to assets, rights, obligations, indices and measures not mentioned in the previous sections, which have the characteristics of other derivative financial instruments, taking into account, among other things, if they are traded on a regulated market or in a multilateral trading system, if you are settled through recognised clearing houses or are subject to regular adjustments of the margins of guarantee.

8. market regulated or regulated:-everything that appears on one of the lists relating to these markets of the Member States of the European Union as well as the rest of the trading markets of securities and financial instruments of the Member countries of the OECD.

-Can be considered also regulated market or multilateral trading system market of securities or financial instruments that have regular functioning and that are subject to rules laid down by the competent authorities relating to the operation of the market and the conditions of access, admission to trading, transparency and protection similar to those of the markets to which the preceding paragraph refers that is approved by the INAF.

9. OTC Market: market not regulated.

10. Member State: State belonging to the European Union.

11. third State: State that does not belong to the European Union different from Andorra and the OECD.

12. prevailing accounting standards: according to be consolidated Group.

13. Leverage: leverage is a certain position in the relationship between the monetary value of the position and the necessary investment in order to take the position.

14. Conflict of interest: there are conflicts of interest when the interests of investors are not the principa14. Conflict of interest: there are conflicts of interest when the interests of investors are not the main concern of the trustee or Manager of the CROS when performing operations.

15. Distribution/marketing: the active recruitment of investors not considered legally operating components of the financial sector, on behalf of the CROS or its management company or any other entity acting on behalf of these, because they invest in stocks or shares of the CROS. Will not be, for this purpose, distribution or marketing the intermediation or transmission of orders relating to the acquisition on behalf of customers of the shares or participations of the CROS.

16. Parties of CROS: shares of a fund or shares of a SICAV.

Title i. General provisions Article 1 Purpose the law aims to protect investors and ensure the transparency and the smooth functioning of the market for CROS.

Article 2, Definition 1. CROS are organisms that have to invest the assets of the investors and to manage them in goods, rights, negotiable securities or other financial instruments, or not, in accordance with the principle of risk diversification and establishing the performance of the investor on the basis of the collective results of the organism.

2. Except for the cases provided for in this law, the management of a CROS must carry out a management company authorised by law to exercise the powers of control without being the owner of the CROS, with the competition of a depositary, in accordance with the provisions of title VI of this law.

3. The CROS do not respond, nor the obligations of the managing body or those of the depository institution, nor any of the participants; respond only to the obligations and expenditures provided for in the regulation or in its constituent documents/statutes (hereinafter the regulation).

Article 3 scope of application the law applies: a) The Andorran law CROS.

b) in all other CROS that are distributed in Andorra.

c) to the management companies and depositaries of the CROS Andorran law.

d) in societies that distribute CROS in Andorra.

e) to other entities/individuals who provide services related to CROS in the Principality.

Title II. CROS Andorran law chapter. The general scheme Article 4 legal form 1. The CROS Andorran law lacing the form of funds or company or in any other form that is established in the current regulations and require their registration in the appropriate register of the INAF in the terms laid down in article 42 of this law.

2. the CROS coating the shape of society or any other form with legal personality are considered to be of Andorran law if the corresponding legal entity is of Andorran law. In the event that the management of the assets of these companies is carried out through a management company, this should be of Andorran law.

The SICAV may only manage assets for its own account without "poLes SICAV may only manage assets for its own account without power, in any case, received the mandate to manage assets on behalf of third parties.

3. The CROS coating in the form of funds or any other form without legal represented by a management company are considered to be of Andorran law if the management company is of Andorran law.

4. The CROS are separate assets Fund structured without legal personality they have, however, agreed procedural legitimacy and capacity through his management company, and is attributed to the Fund itself and not to its participants the rights and the obligations that result from the activity of that contract; the participants are the owners of the funds, but may not exercise any action or right of control or disposal of the assets of the Fund and, in particular, have no common heritage Division action.

5. The management company has full power of representation and administration on the merits and all its heritage. The obligations to make by the funds must comply with the management company or the depositary entity within the framework of its obligations in accordance with this law, its rules and the rules of each Fund; the patrimonial obligations must comply with the Fund's assets.

6. The effective centre of management of CROS andorrans must be located in the Principality of Andorra.

Article 5 reservation of name


1. The following designations and their initials are custodial of the CROS regulated by this law, and may not be used, neither these nor other that induce to confusion with these, in any other case: a) "collective investment Organism" and its acronym "CROS". b) "Body of collective investment in securities" and its acronym "OICVM".

c) "investment funds" and its acronym "FI".

d) "investment company with variable capital" and its acronym "SICAV".

Also cannot be used for any of the names set out in this Act and in its subsequent amendments that may make reference to specific types of such as CROS CROS guaranteed, real estate agents, etc.

2. the CROS regulated in this law must include in its corporate name verbatim the corresponding denomination of the aforementioned letters c) or d) (could be used abbreviations).

3. In any case, the corporate name of the CROS do not have to lend to confusion or misleading, in particular with regard to the investments made and guaranteed returns.

4. No person or entity may not act as CROS without having obtained the authorizations provided for in this law or, where appropriate, by other established by the Andorran legislation in force.

Article 6 types there are two types of CROS of Andorran law according to the margin of manoeuvre available on investments:-OICVM: CROS that follow the provisions set out in the first section, the third chapter of the title II of aqu-OICVM: CROS that follow the provisions set out in the first section, the third chapter of title II of this law in terms of investments permitted and to the diversification of risks.

-Other CROS: CROS who invest in financial instruments and other assets that do not follow the provisions set out in the previous point about investments and to the diversification of risks.

Article 7 Characteristics 1. Each CROS associated with various characteristics that define, among which are: a) Liquidity: the CROS have to repurchase or redeem its shares or shares at the request of the holders, directly or indirectly, in charge of its assets, with the frequency corresponding to the determination of the net asset value in the terms established in article 11 of this law. Is calculated in the shopping or to refunds CROs to act because the value of its shares or participations, when these persons in a regulated market, are not part of its net asset value significantly.

b) Capitalisation/distribution: the CROS that distribute their results are totally or partially CROS range. All others are funded.

c) CROS guaranteed: all are guaranteed a CROS guarantee of 100% of the share capital, in most of the cases to expiration.

d) CROS protected: are CROS protected with a guarantee on the part of the capital invested.

e) investment Horizon: the CROS must have a minimum recommended investment which must correspond with the period that is considered a minimum because investments may achieve the desired objectives.

f) Benchmark: the objectives of the CROS can establish themselves in terms of absolute return, when you set a figure as a goal of the investment in a given time, or in relative terms, when you determine in relation to one or several references in the market.

g) Compartments: the CROS can create compartments in which, under a single contract document and/or regulation, will bring together two or more compartments, a circumstance which should be expressly reflected in the aforementioned documents. Each compartment receives a specific name that necessarily has to include the name of the CROS.

Each compartment gave rise to the issue of its own shares/shares of part of the patrimony of the CROS that is attributed.

The part of the patrimony of the CROS that is attributed to each compartment responds exclusively to costs, expenses and other obligations expressly attributed to this compartment and of the costs, the costs and the obligations that have not been expressly attributed to a compartment in the proportional amount established in the regulations of the CROS. In any case, each compartment responds exclusively of the commitments undertaken in the exercise of its activity and the risks of the assets that make up your investments.

The compartments are individualmAls compartments are individually applicable all the provisions set out in this law. The compartments may have a single participant.

All the compartments of a CROS must belong to the same type of CROS that regulates in article 6 of this law. Therefore, a CROS that is not OICVM may not have compartments with the typology of investments of this and vice versa.

h) forms of CROS:-standard CIF: CROS that invest directly in the assets associated with its investment policy in accordance with the provisions on investments and diversification of risks.

-CROS with form background: are the CROS that does not comply with the rules on diversification of the risks applicable to CROS standards and invest, in the conditions established in this law, a significant percentage of their assets in other CROS; the prohibitions and obligations contained in the first section, the third chapter of title II is set in the context of the funds in which it invests the funds of funds.

-CIF masters/CROS subordinates: the CROS and the CROS subordinates are two forms of CROS that only can exist simultaneously.

The CROS teachers are the CROS that have as purpose to be distributed under different names by other CROS who are called subordinates.

The CROS subordinates are the CROS that invest mainly in the conditions set out in the regulations, in a CIF master and incidentally in liquiditats, and which are distributed under a name different from that of the CROS master.

The prohibitions and obligations established in the first section, the third chapter of title II is set in the realm of the CROS master, not the subordinate.

The INAF, by means of a statement, you can clarify the provisions established in this article.

Article 8 entry 1. Prior to any distribution of parts of CROS through any means, virtual or not, and before starting the collection of subscriptions, the CROS should sign up in the records of the INAF. The INAF has allot a registration number to each CROS entered in the records.


2. The registration mentioned cannot be considered in any case a positive appreciation of the INAF on the quality of the parts issued.

Article 9 Regulation 1. All CROS must have, to be registered at the INAF, of a regulation whose content describes the conditions for the development of their activities.

2. The regulations of the Andorran law CROS are subject to the approval of the supervisor in the process of licensing and registration of the CROS.

3. The regulations must include at least the following sections:-identification: name, legal form, features, existence of comparti-identification: name, legal form, features, existence of compartments, existence of classes, duration, home, nature, heritage at the time of incorporation or established heritage aims and object of the CROS.

-Product reinvestment or distribution policy of the CROS.

-Investments: regulations of the investments, specificities of the investment policy.

-Identification of the management company and depositary and its functions and responsibilities, of the existing or planned, of the joint functions, of the salaries and the revocation.

-Parts: General characteristics, modes of subscription and refund (price, commissions, costs, deadlines, etc.). Conditions that regulate relations with the participants/shareholders.

-Accounting, results and information to investors: modalities of evaluation of assets, modalities and frequency of calculation of the net asset value, accounting references, involvement of the results, advertising, information about the evolution of the management.

-Legal issues: modalities of modification of the Regulation (and of separation of investors), dissolution, liquidation and merger with other CROS and arbitration and jurisdiction.

Article 10 the heritage 1. The heritage is divided into parts called antibodybcn antibodies participations in the participation established in its regulations. The heritage of the SICAV is equivalent to their net assets and is attributed to the shares of its capital in the proportion established in the regulation or statute.

2. Without prejudice to the provisions of article 42.4, the heritage of the CROS can not be less than € 1,250,000. In the case of the CROS that have legal personality and does not have designated management company, this heritage is at least 300,000 euros. These assets must be maintained while the CROS are registered to the INAF.

3. It is agreed that the assets mentioned can be less than 10% the minimum established whenever you reset the fulfillment of the requirement during the three months following the breach. In any case, any drop below this minimum should be communicated to the INAF. You should also notify the return of assets to the minimum levels laid down by law.

4. in cases where during the course of the last 12 months the heritage of CROS has been below the minimum established more than 3 times, the managing body shall proceed to dissolve it and subsequently to liquidate it.

5. In the case of CROs with compartments, each of the compartments must have minimum assets of 300,000 euros, without which, in any case, the total assets of the body is less than the amount indicated in paragraph 2 of this article.

6. With regard to the CROS for which the reference currency is not the euro, control of the adequacy of its heritage to the minimum laid down in the preceding point is carried out using the changes in force at the date of the control of the adaptation, without that at no time may be lower than the minimum established in more than 5%.

Article 11 Net Asset Value/price 1. For the purposes of setting the net asset value, the value of the heritage of the CROS is the result of deducting the creditor of the sum of all of its assets, valued subject to the rules contained in this law and in the provisions that develop. In cases which are not provided for in these some evaluation criteria, they must assess the assets in accordance with its value of production or market value and according to the rules in force at the international level recognized by the sector.

2. The net asset value/price (hereinafter net asset value) of each part is that results from dividing the value of the assets of CROS by the number of issued. When there are various kinds of parts, the value of each class is the one that results from dividing the value of the heritage of the CROS corresponding to the class by the number of parts in movement of the corresponding class.

3. The net asset value of the parties must be calculated by the management company or the investment company with the frequency specified in the regulations or the articles of Association of the CROS on the basis of the investment policy of the CROS in question and in accordance with the rules laid down in this law.

4. The INAF has to establish the system of periodic net asset value relay calculated each CROS of Andorran law on the part of the managing authority supervisor.

5. The INAF can set additional rules by means of technical communications for the calculation of the net asset value of the parts of the CROS.

Article 12 subscriptions and refunds 1. For the purposes of the subscriptions and refunds, the net asset value is calculated as at least with the frequency established by this law and, in any case, every time you accept subscriptions or refunds.

2. Subscriptions and refunds are made on the net asset value, without prejudice to the subscription fees and/or reimbursement and any costs that are added by the investor. In any case, we must differentiate the net asset value of the parties, to the Commission on behalf of the Manager and/or depository and other expenses for the Distributor and/or financial intermediary that makes the refund.

3. Subscriptions of parts is carried out through contributions to the common heritage of the CROS, in the form of money, negotiable securities in quotations, or others that may appear in the assets of the CROS.

4. The parts of a CROS cannot be issued without the equivalent of the issue price has been paid to the assets of the CROS.


5. Refunds of parts is carried out with the common heritage of the CROS in the period established in the regulations or the articles of the applicable net asset value date CROS in the request. The management company or the investment company may limit justification the reimbursement of shares or stocks in accordance with al5. Refunds of parts is carried out with the common heritage of the CROS in the period established in the regulations or the articles of the applicable net asset value date CROS in the request. The management company or the investment company may limit justification the reimbursement of shares or stocks in accordance with that established in the regulations or the articles of Association of the CROS.

6. The regulations of the CROS can establish certain limitations on refunds of parts of the investor. They can also allow for the temporary suspension of refund of parts when exceptional circumstances so require and, if the suspension is based on protecting the legitimate interests of investors.

7. The INAF can temporarily suspend the subscription or the refund of parts when it is not possible the determination of the net asset value or for any other reason, ensuring at all times the legitimate interests of investors.

Similarly, the management company or the investment company may limit the subscription of parts in accordance with that established in the regulations or the articles of Association of the CROS.

8. it is forbidden to the subscription and the refund of parts when:-The CROS do not have provisionally of managing and depository.

-During the process of settlement of the CROS or another similar circumstance that may affect the activity of the CROS, the management company or the depositary. The INAF can exceptionally authorize the reimbursement of the parties during the settlement process.

Article 13 Parts 1. The parts of CROS are a property right over some amount of their wealth. These are the same characteristics in each CROS or in each compartment or each class except in specific cases established by this law; the investments of the Fund have no nominal value.

2. The parties are nominatives and can be represented by non-negotiable certificates (which include all the information necessary for their correct identification) or by account entries.

3. The number of parts of the CROS is not limited and your subscription or refund depends on the demand and supply of the market.

4. The shares of a fund can accept decimals, corresponding to a whole number of Parties not owned by an investor.

5. Within a same CROS or, where appropriate, of the same compartment, there can be various kinds of parts that can be differentiated by the commissions, currencies or policies of distribution of results that are applicable. Each class of parts receives a specific name that includes the name of the CROS and, where appropriate, that of the compartment.

6. The parts of a CROS are considered negotiable and may be subject to transmission and established on those the same real rights on these, and they apply, in general, except for the provisions of this law, the same legal regime.

The regulation or the articles of Association of a CROS can establish the prohibition of transfer of its parts without limit, however, the recovery of its value through your refund to the owner.

The transmission and the burden of the parts of a CROS should notify the management company on the part of The transmission and the burden of the parts of a CROS should notify the management company of the transmitent and of the acquirer, except that the same management company has participated in the transmission for one of them or both , in which case is notified. Since it produces the previous notification, and only since then, the new owner to the person or entity to which it has been notified as a purchaser of the parts of the CROS. However, in case of doubt, the management company may request to who notify the transmission of the documents and other items that it considers necessary to prove that this actually occurred in favour of the acquirer. In any case it is necessary to the granting of public deeds for the transfer or encumbrance of the parts of a CROS even in case they are actions.

When a VARIABLE has no management company, the transmissions and the charges have to be seized by a Bank, a management company, credit institution or formalized in a public deed, and notify administrators of the SICAV which have to register the transfer in the book of members. The administrators of the SICAV shall have the same powers that are given in the previous paragraph to the management company.

The regulation or the articles of Association of the corresponding CROS can set up conditions for the transfer of the parts. In the event that the conditions are not met by the transmitent and the acquirer, this has no efficacy against the management company, which must proceed to the redemption and the reimbursement of the parties who have for owner, on the date of determination of the net asset value immediately following the date of the notification of the transfer.

Article 14 Participants/shareholders 1. Are participants/shareholders of CROS all who are holders of shares/shares (parts).

2. The status of participant/shareholder services implies the acceptance of the regulations/statutes of the CROS and confers the rights recognized in the legislation in force, and in particular: to) The request the reimbursement of the parties to the value set in accordance with the terms provided for by law and in the regulations/statutes and to receive the value of their participation when they are cleared.

b) to request the reimbursement of the value of its parts without deduction of any Commission or expense in the cases set out in article 44 of this law.

c) to obtain information about the CROS and the value of the net asset value calculation of the dates of the parts of the CROS in accordance with its regulations or statute and this law.

of) the require responsibilities to the management company or investment company and the trustee for breach of its legal obligations.

3. The participants/shareholders do not respond of the debts of the CROS; can only lose them. As a result, creditors of the CROS cannot make effective their claims on the assets of participants/shareholders.

4. The INAF may set a nomb4. The INAF may set a minimum number of participants/shareholders of CROS.

Article 15 Results


1. the results of the CROS are obtained by subtracting from the total number of results and latent returns and made the commissions obtained management company and the depositary entity, the audit fee and other expenses set out in the regulations of the CROS.

2. The distribution of results must conform to the provisions of the regulations/bylaws.

3. The returns of the investors are set according to the performance of the CROS.

Second chapter. SICAV Article 16 applicable law 1. The SICAV is subject to the provisions applicable to corporations in general, while those not established provisions in this law versus offline. In particular, are applicable to the SICAV the following provisions: a) the partners do not have preemptive right in any event of increase of capital carried out to meet the new subscriptions that made investors; do not understand that the circulation of shares in these cases involves an offer of securities to the public. It is not possible the introduction of preferential acquisition rights in the event of transfer of shares, when this possibility is established in the articles of Association.

b) the reductions of capital does not give rise to any right to oppose or guarantee in favour of the social creditors, nor have to advertise or communicate formally to any third party, without prejudice to the communications that have to be made to the INAF. Are exempt from this rule the reductions of capital below the legal minimum capital or, in your case, the minimum capital that could establish the articles of Association.

c) both the capital increases due to the subscriptions of new actions on the part of investors as capital reductions due to refunds effected the members authorize the directors of the SICAV, without the need for the agreement of the general meeting or formalizing public deed. However, the reductions below the minimum capital or increases above the maximum capital must be carried out in accordance with the General rules of the law of corporations.

of The social capital of the SICAV variations) within the limits established under the maximum and minimum are not subject to the rules of registration in the register of Companies of the Government.

e) the powers of representation to the General meetings may have an indefinite duration with validity for all together held before the revocation, but they can be, in this case, revoked at any time, without it being valid any Covenant of irrevocabilitat.

f) The SICAV are not obliged to provide any legal reserve.

g) are not to apply the rules on the acquisition of its own shares. Thus, there is no limitation with respect to the limit of its own shares in portfolio, without it being necessary for the resolution of general meeting to authorize the purchase esmentadag) are not to apply the rules on the acquisition of its own shares. Thus, there is no limitation with respect to the limit of its own shares in portfolio, without it being necessary for the resolution of general meeting to authorize the purchase said, while the minimum capital effectively in the hands of investors has to overcome at all times the minimum established in this law. As long as they stay on their portfolio, they have to have political rights suspended and have to distribute the economic rights among the rest of the shares.

h) Except specific provision of the by-laws to this effect, it is not possible the distribution of benefits in the form of dividends.

2. The SICAV are subject to the supervision of the INAF and, therefore, must report to this body with all the information that is required.

3. The SICAV may not have a different object from the list in article 2.

Article 17 articles of the articles of association must be, in any case: 1. The name and the address of the company.

2. The social object.

3. The minimum and maximum share capital social capital the approval of which does not require a resolution of the general meeting.

4. The shares or participations in what is divided into the capital, with an indication of their nominal value and, whenever appropriate, their series or class.

5. The structure of the management body, with an indication of the power of representation of the administrators and the system must continue to reward them, if necessary.

6. The various categories of shares or shares with different rights, as applicable.

7. The rules on call and quorum and voting at general meetings, without that apply the limits established by the law on public limited companies and limited liability.

Article 18 Administration 1. Are organs of administration and representation of the investment company are determined in their statutes, in accordance with the requirements of the legislation.

2. When envisaging the bylaws, the general meeting or, by delegation, the Board of Directors can agree that the management of the assets of the company is entrusting to a management company. The eventual agreement should rise to public deed and register in the records of the INAF.

3. The agreement mentioned in the previous section not working todays the governing bodies of the company in any of the obligations and responsibilities that current regulations are enforced.

4. When the investment company has not designated a management company to carry out the management of your assets, you have to submit to the JURISDICTION at the time of be incorporated all the information requested in accordance with the regulations in force in the institutions.

Third chapter. Investment policy Section first. OICVM Article 19 definition and scope of application 1. Are the organisms of collective investment in securities (OICVM) the CROS the aim of which is the exclusive investment of the assets of the public in negotiable securities and/or other financial instruments of the mentioned in article 20.

2. Are excluded from this section:-The CROS who obtain capital without promoting the sale of its parts-the CROS who obtain capital without promoting the sale of its parts.

-The categories of CROS by the inadequate are the rules set out in articles 20 to 26, taking into account their investment policy and indebtedness.

-The SICAV, the assets of which are invested through subsidiaries mainly on goods other than those negotiable securities.

3. it is forbidden to the transformation of a OICVM regulated in this section in a CROS regulated in other sections of this same law.

Article 20 investment policy


1. these CROS are subject to particular rules of operation that affect its investment policy so that ensure adequate liquidity and risk a basically right.

2. each compartment or each CROS, in the event that this does not have compartments, it must have a single investment policy.

3. Are free investments of OICVM on: a) negotiable and money market instruments admitted to or traded on regulated markets.

b) negotiable securities and money market instruments traded on other regulated markets, in regular operation, recognised and open to the public. When these quotations do not belong to a Member State or of the OECD, it is necessary that the constituent documents of the OICVM I foresee their compliance.

c) negotiable securities and money market instruments issued recently to be traded on regulated markets, in regular operation, recognised and open to the public, and provided that, on the one hand, their conditions of issue, expect to be admitted to trading in a maximum period of one year and, on the other hand, the regulation of the CROS foresee this possibility.

d) shares and participating interests of OICVM from the broken down in article 19 that, from the point of view of the regulation, are subject to a regulation similar to that of OICVM authorised by the competent authorities of the Member States or the Andorran regulations provided that:-have a level of investor protection comparable to the presented in Andorra.

-The regulation of the funds or the statutes of the SICAV in which they want to invest will be authorised not to invest more than 10 percent of the heritage of the CROS in shares/shares of other CROS.

-Provide periodic information (at least monthly) which allows the evaluation of the assets and the liabilities, of the benefits and of the operations of the period considered.

e) bank deposits in banks with registered office in a Member State of the OECD or in Andorra are in sight or have right to be removed with maturity of no more than 18 months. In case you do not have registered offices in a Member State of the OECD or in Andorra, the deposits can be made in other entities provided that these are subject to a precautionary rules that the INAF deems equivalent to those in force in Andorra.

f) derivatives, including equivalent instruments that require a payment in cash, traded in a regulated market, and/or OTC derivatives, provided that:-the underlying asset is a financial instrument, the financial index, interest rates, exchange rates or currencies in which the OICVM may invest according to its investment objectives declared in the constituent documents of the OICVM.

-The counterparties to OTC derivatives transactions are institutions subject to provisional supervision, and belong to the categories approved by the constituent documents of the OICVM.

-The OTC derivatives are subject to reliable and verifiable daily assessment on a daily basis and can be sold, liquidated or settle-at any time in its value just by a compensatory operation on the initiative of OICVM.

g) money market Instruments with the exception of the traded in a regulated market, the issuer of which is regulated in order to give coverage to investors and savings, and provided that:-They are issued or guaranteed by a central, regional or local administration, the central bank of a Member State, Andorra or of any country of the OECD or by any organisation international audience to which belong some of these countries (ECB EIB, etc.).

-Issued by a company, the titles of which are traded on a regulated market.

-Be issued or are guaranteed by an entity subject to provisional supervision in accordance with the criteria defined in the European legislation or act in accordance with provisional rules that, in the opinion of the INAF, are at least as stringent as those set out in Andorra.

-Issued by other entities that offer protections for investors similar to those listed previously in the three scenarios above, and as long as you have the permission of the INAF. The INAF does not give his authorization unless the entities in question have a capital and reserves of at least 10 million euros and to publish their accounts in accordance with at least the rules established in Andorra.

4. Without prejudice to the preceding, the OICVM can:-invest up to a maximum of 10% of the assets in other negotiable securities other than those mentioned in the preceding point 3.

-In the case of the SICAV, can acquire the assets and property that are essential for the exercise of their activity.

-A OICVM cannot acquire precious metals or certificates representing these.

5. A OICVM you can have a liquiditats accessory.

Article 21 monitoring of risks 1. The management companies or investment must apply risk management procedures with which to monitor and measure at any time the risk associated with each of their positions and the contribution of these to the overall risk profile of the portfolio; have to apply procedures which will allow a precise and independent assessment of the value of derivatives and, mainly, of OTC derivatives. In any case, should always assess that such operacions1. The management companies or investment must apply risk management procedures with which to monitor and measure at any time the risk associated with each of their positions and the contribution of these to the overall risk profile of the portfolio; have to apply procedures which will allow a precise and independent assessment of the value of derivatives and, mainly, of OTC derivatives. In any case, should always assess that such transactions are appropriate to the goals of the CROS agree with the content of the regulation and should have the means and the necessary experience to carry out such activity.

The INAF require regularly to the management companies or investment that invested in such assets, all the information that is useful to evaluate the risks associated with transactions in derivative instruments, the underlying risks, the quantitative restrictions and the methods used by each OICVM it manages.

2. the OICVM should ensure that the overall risk associated with derivative instruments does not exceed the total net value of its portfolio. For global exposure to risk is understood any current or potential obligation is the consequence of the use of derivative financial instruments, among which are included the sales.


The OICVM, as part of its investment policy, can invest in derivatives provided that the exposure to risk of the underlying assets does not exceed, in aggregate terms, the investment limits set out in the following article.

When a OICVM invests in derivatives based on an index, the investments do not accumulate to the effects of the limits fixed in the following article.

When a value furniture or a money market instrument includes a derivative, this is taken into account when complying with the requirements of this article.

Article 22 diversification of risks 1. A OICVM may not invest more than 10% of its assets in each of negotiable securities or money market instruments issued by the same body. The OICVM also cannot invest more than 20% of its assets in deposits of the same organism.

The risk in the face of a counterpart of OICVM for an OTC derivatives transaction can not be greater than:-10% of its assets when the counterpart is one of the credit institutions referred to in the letter e) of paragraph 3 of article 20; or-to 5% of its assets, in other cases.

2. The total value of marketable securities and money market instruments are included in the portfolio of OICVM issued by the same issuer that individually exceed 5% of their assets may not exceed 40% of the value of the assets of the OICVM. This limit does not apply to deposits and OTC derivative transactions made with financial institutions subject to provisional supervision.

Without prejudice to the individual limits laid down in paragraph 1, the OICVM may not accumulate:-investments in negotiable securities or money market instruments issued by a single body.

-Deposits made with this single organism; and/or-risks resulting from transactions with OTC derivatives with this unique organism, to a value higher than 20% of its assets.

3. The limit of 10% in the first sentence of paragraph 1 to a maximum of 35% happens when the negotiable securities or money market instruments are issued or guaranteed by the 3. The limit of 10% in the first sentence of paragraph 1 to a maximum of 35% happens when the negotiable securities or money market instruments are issued or guaranteed by the Andorran State, a State of the OECD, a Member State or any of its local administrations, to a third State or by public international bodies of which they form part of the Andorran State , one or more Member States or Member States of the OECD.

4. The limit of 10% laid down in the first sentence of paragraph 1 passes to a maximum of 25% in the case of certain bonds when these are issued by a credit institution which has its registered office in the Andorran State or in a Member State, or in a State that belongs to the OECD and is subject to legal regulation in a special public supervision designed to protect the holders of the bonds. In particular, the amounts resulting from the issue of these bonds must be invested in assets which, during the whole period of validity of the bonds, to cover the bonds associated with the obligations, and that, in the event of insolvency of the issuer, be used for priority to reimburse the principal and pay interest accumulated.

When a OICVM invests more than 5% of its assets in bonds of the characteristics of the mentioned in the previous paragraph, issued by one issuer, the total value of the investments may not exceed 80% of the value of the assets of the OICVM.

5. the negotiable securities and money market instruments are included in paragraphs 3 and 4 shall not be taken into account when applying the limit of 40% fixed in paragraph (2).

The limits set out in sections 1, 2, 3 and 4 cannot be accumulated and, consequently, investments in negotiable securities or money market instruments issued by the same entity or in deposits or derivative instruments made by this, made in accordance with sections 1, 2, 3 and 4, may not under any circumstances exceed in total 35% of the assets of a OICVM.

The companies included in the consolidated financial statements themselves are considered belonging to a single group for the purposes of calculating the limits provided for in this article.

A single OICVM can accumulate investments in negotiable securities and money market instruments within the same group up to a limit of 20%, without prejudice to the provisions of section 4 of the same article.

6. Without prejudice to the limits set in article 24, the limits foreseen in the above happen to a maximum of 20% for investment in shares and/or bonds issued by the same body when, according to the regulation of the OICVM, the aim of the investment policy of the OICVM is played or reflect the composition of a certain stock or bond index recognised by the competent authorities , depending on the following:-the composition of the index is sufficiently diversified.

-The index represents an adequate benchmark for the market to which it corresponds.

-Is posted properly.

7. The limit foreseen in paragraph 1 passes to 35%, at most, on the grounds of exceptional circumstances in the merca7. The limit set forth in paragraph (1) happens at 35%, at most, on the grounds of exceptional circumstances in the market, particularly in the regulated markets which dominated certain negotiable securities or money market instruments. Only a single sender can make the investment to the limit mentioned.

Article 23 Investments issued or guaranteed by government agencies 1. However the provisions of the previous article, the OICVM can invest, according to the principle of risk-sharing, the 100% of their assets in different issues of negotiable securities and money market instruments issued or guaranteed by the Andorran State or by a Member State or of the OECD, through its regional public bodies, by a third State or by public international bodies of which they form part of the Andorran State , one or several of the OECD countries or Member States, provided that the participants of the OICVM benefit from a protection equivalent to that which will benefit the participants in OICVM that respect the limits of the previous article.

The OICVM mentioned above must have corresponding values to at least six different issues, without which the values of the same issue may exceed 30% of the total amount of their assets.


2. the OICVM provided for in paragraph 1 must be expressly mentioned in the regulation States, territorial agencies or public international bodies issuing or guaranteeing public, the values on which they intend to invest more than 35% of its assets.

3. in addition, the OICVM provided for in paragraph 1 shall include, in the brochures or any advertising, a phrase quite visible that call attention to such authorisation and indicating the States, regional bodies and international organizations of public character in which they intend to invest or have invested more than 35% of its assets.

Article 24 investments in other collective investment undertakings 1. A OICVM you can purchase shares of a OICVM and/or other CROS of mentioned in the letter d) of paragraph 3 of article 20 provided that you do not invest more than 20% of its assets in parts of a single OICVM or another CROS.

2. Investments made in units other than CIF OICVM cannot exceed, in total, 30% of the assets of the OICVM.

When a OICVM has purchased shares of other OICVM and/or CROS, the assets of the OICVM and CROS in question do not accumulate for the purposes of the calculation of the limits fixed in article 22.

3. When a OICVM invest in parts of other OICVM and/or other CROS managed directly or by delegation, by the same management company or by any other company in which the management company is linked within the framework of a common management or control, or by a substantial direct or indirect participation, neither the management company nor the other societa3. When a OICVM invest in parts of other OICVM and/or other CROS managed directly or by delegation, by the same management company or by any other company in which the management company is linked within the framework of a common management or control, or by a substantial direct or indirect participation, or the management company or other company may not receive subscription rights or costs of depreciation of the investments of the OICVM in shares of these others.

The OICVM that invest a significant portion of their assets in other CROS should indicate in its prospectus the maximum level of the Committee of management that can receive both the OICVM as well as other CROS in which they wish to invest. In its quarterly report, should indicate the maximum percentage of management fees received, both of the same OICVM as of OICVM and other CROS in which to invest.

Article 25 Investments prohibited 1. The OICVM may not:-to acquire shares that give the right to vote and that allow them to exercise a significant influence on the management of an issuer. For this purpose is meant by significant influence what is established in the applicable accounting standards.

-Collapse loans, although it is authorized the acquisition of foreign exchange by means of a loan back-to-back.

-To grant credits, or provide guarantees, sureties, guarantees or similar to third parties, but it is possible the acquisition of negotiable securities, money market instruments or other financial instruments referred to the lyrics), f) and g) of paragraph 3 of article 20 that have not been fully disbursed.

2. Without prejudice to the provisions of the preceding paragraph, a OICVM can not:-borrow for about 10% of their assets or their wealth according to whether SICAVS or mutual fund as long as it's temporary loans.

-Borrow up to about 10% of its assets for the investment companies provided that in the case of loans to purchase real estate property essential for the direct continuation of their activities; in any case, these loans and are allowed in the previous script can not exceed 15% of the assets of the company.

-To acquire more than 10% of shares without voting rights of the same issuer.

-To acquire more than 10% of bonds from the same sender.

-To acquire more than 25% of the shares of the same OICVM and/or CROS.

-To acquire more than 10% of the money market instruments of the same issuer entity.

The limits provided for in the second, third and fourth may not be respected at the time of acquisition if at that time, you cannot calculate the gross amount of the obligations or of the money market instruments, or the net amount of the securities issued.

3. Sections 1, first indent, and 2, hyphens, third, fourth, fifth and sixth, are not applicable with respect To negotiable instruments and a): money market issued or guaranteed by a Member State or of the OECD, to Andorra, or by their regional public bodies.

b) in negotiable securities and money market instruments issued or guaranteed by a third party.

c) in negotiable securities and money market instruments issued by public international bodies of which they are part the Estatc) in negotiable securities and money market instruments issued by public international bodies of which they form part of the Andorran State, a Member State or a State that is a member of the OECD.

d) The actions in the hands of a OICVM in the capital of a company of a third State which invests its assets mainly in the securities of national issuers of this state when, by virtue of the legislation of the latter, such participation is for the OICVM the only possibility to invest in securities of issuers of this State. However, this exception applies only if the society of the third State respects in its investment policy the limits established by articles 22 and 24, and sections 1, first indent, and 2, hyphens, third, fourth, fifth and sixth, of article 25. In the case of pushing the limits provided for in articles 22 and 24, applies mutatis mutandis to article 26.

e) stocks in the hands of a SICAV in the capital of subsidiary companies that perform only management activities, advice or marketing in the country where the subsidiary is located, in regard to the repurchase of shares at the request of the holders exclusively on their own.

Supplementary Rules article 26 1. The limits set out in this section may not be respected in the case of the exercise of subscription rights linked to negotiable securities placed on the assets of the OICVM.

2. If there is a pushing the limits provided for in paragraph (1) independent of the will of the OICVM or later to the exercise of subscription rights, this must have as a main objective to regularise this situation taking into account the interest of the participants.

Second section. Other CROS Andorran law Article 27 scope of application


This section is applicable to all Andorran law CROS that are not included within the scope of application of the previous section.

Article 28 the margin of action 1. The CROS governed by this section may, among others, and provided that it is foreseen in the regulation of the CROS and permitted by current regulations:-Fix a lower diversification of its assets.

-Sell to discovered.

-Have a frequency of calculation of the net asset value lower.

-Incorporate more sophisticated assets in your portfolio.

2. the INAF is enabled to establish the specific regulation regarding the rules of investment, control and information, among others, of the CROS corrected as well as of its institutions.

3. The marketing of CROS regulated in this section can be limited by the INAF to qualified investors in those cases in which the weak level of liquidity that present or the high risk that may involve you justify, ensuring at all times to the protection of investors.

Qualified Investors article 29 1. Qualified investors are legal persons or that are equipped with the skills and/or necessary means to evaluate rigorously and comprehensively the risks of transactions in financial instruments and which meet the following conditions:-are declared to be qualified investors in writing.

-Invest a minimum of 50,000 euros.

-Benefit from a satisfactory assessment by the entity sells the CROS as for their knowledge, experience in similar investments as well as the risks they represent.

Qualified investors also are considered to be legal persons authorised or regulated to operate in the financial markets, including: credit institutions, investment firms, other authorised or regulated financial institutions, insurance companies, right and their management companies, pension funds and their management companies, authorized dealers of derivatives of commodities, organizations not authorized or regulated the only corporate activity of which is to invest in securities and in general, any entity that has the consideration of operating component of the financial system authorized to make investments. Are also considered qualified investors are national and regional Governments, the INAF, public authorities, central banks, international and supranational institutions such as the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar organizations.

Investors who operate by hiring a management mandate through organizations that have the status of qualified investor in accordance with provisions in the previous paragraph are considered qualified investors. In any case, the minimum investment that must be made of 50,000 euros.

2. The fact that a CROS go directed to qualified investors does not exempt the management entity to provide all the necessary information to the client for proper understanding of the operations of the CROs, as well as the results obtained.

Article 30 CROS 1 real estate. Are considered to be those who have real estate CROS aim to invest for the most part, directly or indirectly, in real estate or property rights and commitments and purchase options on these (excluding the loans or mortgages or mortgage securitisation bonds).

2. We understand particularly included in the concept of real property, land lots, individual houses, apartments, offices, industrial buildings, commercial premises and parking lots, in any State and any use that may be applicable to them, as well as administrative concessions that facultin for the lease of property, among others.

3. These CROS are governed by the following rules: a) as an exception to the general rule established in article 10, the CROS must have an initial heritage real estate at least 6 million euros, with the regime laid down in article 42 of that based on this law. In the case of CROs to compartments, each must have a wealth of at least 2 million euros without which, in any case, the total assets of the CROS is less than 6 million euros.

b) at least 90 per cent of the annual average monthly balances of their heritage should be b) at least 90 per cent of the annual average monthly balances of their wealth should be invested in real estate. For this purpose, they are considered investments in real estate the proportional part of the property that corresponds to the participations in companies with an active compound, at least 50 percent, to real estate property or property rights on these.

c) No right, including the rights to the same well, cannot represent more than 35% of total assets at the time of acquiring it.

d) The real estate constituting the assets and leased to entities of the same group (understood as a group be consolidated) cannot represent more than 35% of the heritage of the CROS.

e) The real estate can be acquired only CROS properties in entities of the same group or of its management company when they are newly built and provided that the following requirements are met:-That the regulation allows.

-That the purchases are carried out at market prices.

-That the management company or, in your case, the investment company report in the brochures and on the periodic information you publish the procedures adopted to avoid conflicts of interests and on the operations carried out in the manner and with the detail that the INAF determined.

-That do not represent more than 25% of the heritage of the CROS.

4. To ensure greater transparency of these CROS, the purchase and sale of any real estate in the market price and are subject to a prior appraisal on the part of an entity authorized to do so, independent of management or of the investment company and the related entities to the CROS (valid for a maximum of 6 months).

5. Authorized the contribution of real estate or securities of real estate companies in the heritage of the CROS as long as they meet the conditions set out in its constituent documents and will have the appropriate valuation.

6. In cases where participants of the CROS are at once tenants of one of the properties included in the heritage of the CROS, you have to hire to market prices and these properties may not represent more than 40% of the assets of the CROS.

7. The net asset value should be set at least every six months by the management company of the CROS. The value of real estate takes as reference the last valuation. The decreases and increases the value of real estate is allocated to the month in which you perform the appraisal.


8. The participants can subscribe or request the refund of its shares at least two times a year.

Article 31 alternative CROS 1. Are alternative management techniques using CIF CIF alternative and are subject to the rules of investment, diversification, leverage and operation of this article. Can be of two types: the CROS communes and the alternative alternative qualified investors CROS.

2. the alternative CROS can invest in all types of instruments and financial assets under the terms established in this article.

3. The alternative can be distributed in CROS all kinds of common investors, while its constituent documents or their prospects may establish limitations with respect to it. These CROS are subject to special rules following alternative: a) cannot invest more than 20% of its assets in securities or financial instruments of the same issuer. As an exception to this general rule, the CROS are not subject to any restriction alternative when to invest in other CROS that are subject to special rules for investment, diversification, leverage and similar operations or more restrictive than those set forth in this section and, in addition, be subjected to permanent supervision by a supervisory authority of Andorra, a Member State or a third State of the OECD or the supervision of which is considered equivalent by the INAF.

Does not apply the 20% limit established in the preceding paragraph for the Securities and financial instruments for which the rules applicable to OICVM fix an upper limit. In this case, the applicable limit is fixed by the OICVM increased to 20%.

b) can be palanquejar permanently investment purposes and give and give assets in guarantee of these operations with solvent financial institutions subject to provisional supervision in Andorra, the Member States of the OECD and other third States approved by the INAF. This debt is limited to 200% of the net worth of the CROS. Therefore, the value of the assets of the CROS can not in any case exceed the 300% of the value of its equity. The risk of return resulting from the difference between (i) the value of assets transferred to the CROS in the counterpart as a guarantee of palanquejades operations and (ii) the amount of the claim position with this counterpart may not exceed 20% of its assets.

c) may carry out uncovered sales, provided that the following requirements are met: (i) That the sales will not be carried out on values not allowed to trading in regulated markets, but they are very liquid and represent in your set as a maximum of 10% of the assets of the CROS.

(ii) that the position of shorting in a single value not represent more than 10% of the values of the same type from the same sender.

(iii) that the position of shorting does not exceed 5% of the assets of the CROS.

(iv) That the set of commitments by the sales does not exceed 50% of the assets of the CROS.

d) can give in guarantee its assets, so long as the counterpart to be a reliable financial institution subject to permanent monitoring in Andorra, the Member States, the OECD and other United States third parties approved by the INAF.

4. alternative qualified investors CROS can only be offered to qualified investors. These alternative CROS can invest, without more limitations than those established in the full prospectus, in every type d4. The alternative for qualified investors CROS can only be offered to qualified investors. These alternative CROS can invest, without more limitations than those established in the full prospectus, in all types of financial instruments and other financial assets, palanquejar, to borrow, to pignorar or give up its assets, guarantee to carry out securities lending, temporary transfers of assets, and any other operation of financial matters, as long as you indicate in your prospectus complete. Are subject only to the restrictions on their investment, debt, leverage, the pledgee and the transfer of assets and guarantee the realization of operations contained in the full prospectus or regulation. In particular, the full prospectus must reflect clearly, especially if there are limits on debt, leverage, the pledgee and the transfer of assets or in the carrying out of operations palanquejades and, if applicable, the amount and the calculation formula.

5. The net asset value of these CROS have to calculate, at a minimum, annually.

6. These CROS or their management companies must:-have the human and material resources needed to enable them to carry out a proper risk control, including control systems and measurement of risks, and that allow us to carry out a prior assessment and continuous monitoring of the investments.

-Have suitable procedures for the selection of investments.

7. The INAF can establish, among other things, additional demands of own resources to the management companies that manage this type of CROS.

Article 32 Other CROS 1. In this section are included all the CROS that due to the composition of its assets as well as the diversification of the risks may not be included in any of the categories set forth in this section.

2. the INAF is enabled to limit the range of the CROS mentioned in accordance with their characteristics and ensuring the protection of the investors.

The fourth chapter. Accounting and financial statements Article 33 accounting Exercise 1. The accounting year of the CROS coincides with the calendar year with the exception of the first, which begins on the date of incorporation and ends on the 31st of December of the same year.

2. In the event that started the activities during the last quarter of the year, the accounting year begins on the date of incorporation and ends on 31 December of the following year.

Article 34 Accounting Rules 1. The results made by the sale of assets of the same class and maturity acquired at different prices are calculated according to the weighted average of the cost of acquisition of assets mentioned.

2. You can upload on account of the costs of management, depository of CROS, the fees that caused the defence of their interests, as well as the usual accounting and verification of audit and, in general, taxes, the means and the tax regimes of the values that make up, in accordance with the legislation that may be applicable.

3. all operating costs must provide for the determination of the net asset value.


4. Unable to load to the account of the CROS advertising spending or expenses of preparation and dif4. Unable to load the account of the CROS advertising spending or expenses for the preparation and dissemination of the data required in application of the legislation.

5. The costs incurred by the creditor is using periodifiquen CROS.

6. Include the assets in the calculation of the net asset value from the moment you are hired, upon liquidation, according to the criterion of date operation.

7. The general criterion of valuation of the assets of the CROS is the market value. The values quoted in quotations are valued in accordance with the official quotation market known in which traded at the time that the determined.

8. The values that are not traded on regulated markets are priced at the discretion of the Manager for its estimated value of realisation or value likely to negotiation, using internationally accepted valuation accounting procedures. The criteria used must pursue in the search for the most accurate assessment taking into account all the factors that come into play when it comes to value securities assets. In this sense, it is necessary to take into account the criteria accepted internationally as a best practice in assessment.

9. The companies and investment funds with compartments carry their accounting separately differentiating between revenues and expenses attributable strictly to each compartment.

Article 35 financial statements recently 1. The financial statements recently of CROS are made on a quarterly basis.

2. Without prejudice to specific demands that the INAF may be made, this body has received the financial statements recently of CROS of Andorran law corresponding to the last day of each quarter during the month following the end of the quarter.

3. The financial statements recently of CROS are set out in the accounting rules in force at any given time. The financial statements recently must contain at least the same content that the public financial statements as they are defined.

Article 36 public financial statements 1. Public financial statements are prepared at least annual basis and are audited by an auditor of recognised prestige.

2. In the case of the CROS, the formulation and approval of the annual account corresponds to the Board of Directors of the management company/investment company.

3. Without prejudice to the specific demands, the INAF has received public financial statements corresponding to each exercise during the three months following the close of the financial year in question and, in the event that it is drafted with a higher frequency in the year, in the course of the three months following the close of the audit.

4. The INAF establishes the minimum content of the public financial statements of CROS of Andorran law.

Article 37 external audit 1. The CROS must have hired a company auditor with permanent character, which may not be the same for more than 5 consecutive years.

2. INAF can exemptar exceptionally, for others CROS regulated in the second section of aque2. The INAF can exemptar exceptionally, for others CROS regulated in the second section of this law, the obligation to audit.

3. The auditor of the CROS should be the same as the auditor of the management company.

4. The Auditors ' report should make mention of the validation of the assessment of the contributions to the CROS that have not been money.

5. In the case of companies and funds with compartments, the auditing of accounts should refer to each of the compartments and classes.

6. The auditor responsible for the external audit for three or more consecutive exercises may not be hired again until two years from the end of the last contract.

7. Hire a different Member of the same auditor entity, despite the fact that belongs to a subsidiary in another country, not complies with the provision laid down in this article.

8. In the event that the auditor responsible for the external audit of the past three exercises or more is integrated into another bank auditor, and given the change of methodology that this fact implies, the new firm can be hired as a new entity to carry out the external audit. In any case, neither the partner responsible for the components of the evaluation team cannot, during the first two years, be a person from the auditor responsible for the external audit of the last three exercises or more.

9. The direction and the signature of the work of audit may correspond to one or more members of the same organization auditor. The audit reports can not be signed with the logo of the organisation mentioned and is required the signature of the responsible partners who have been in charge of the work carried out within the entity audited.

May not be signed the reports by other partners of the same firm who have not participated actively in the work of the field.

10. In the event that the external auditors should have knowledge of the existence of elements likely to significantly affect the stability of CROS, have issued a report immediately, and the audited entity has an obligation to send a copy to the INAF. If within a period of five working days the auditor does not have reliable verification that there has been this shipment, you must send a copy of the report to the INAF.

11. The auditors must also facilitate the INAF additional information in connection with the review and verification of specific points, of forced observance, of which the INAF request clarification.


12. The auditors who violate the obligations arising from the provisions of the preceding point, and/or that do not run the demands and requests of the INAF established supervision and control in the media relating to the disciplinary regime of the financial system, should be sanctioned with a fine of 1,000 to 30,000 euros and professional disqualification in Andorra for a period not exceeding five years if the breach has been caused by negligence , or with a fine of up to 30,001 150,000 euros and disqualification definitiv12 professional. The auditors who violate the obligations arising from the provisions of the preceding point, and/or that do not run the demands and requests of the INAF established supervision and control in the media relating to the disciplinary regime of the financial system, should be sanctioned with a fine of 1,000 to 30,000 euros and professional disqualification in Andorra for a period not exceeding five years if the breach has been caused by negligence , or with a fine of up to € 150,000 30,001 and his ultimate professional disqualification in Andorra if the breach has occurred intentionally.

13. For the graduation of sanctions to the auditors, within the limits established in the preceding points, taking into account the gravity of the danger created and/or damages caused and the strong sanctions that have been imposed for the last five years.

Chapter five. Marketing of CROS of Andorran law abroad Article 38 Marketing abroad 1. The parts of the Andorran CROS can be marketed abroad through entities legally authorized to do so.

2. Prior to commercialization mentioned, the managing body or the investment company has to communicate it to the INAF.

Article 39 Marketing Requirements must meet the following requirements: a) the marketer must notify the management company corresponding to the balance of subscriptions and refunds as well as the number of shareholders or unitholders channelled through this.

b) In contracts between the management company and the marketer has to establish that it's the marketing that put at the disposal of the shareholders or unitholders channelled through this informative documents that, in accordance with the applicable legislation, have the right to receive.

c) in contracts with trading entities that are not subject to legislation for the prevention of money laundering which, in the opinion of the INAF, has a level of supervision equivalent to that established by the Andorran legislation, it should be stipulated to be the managing body which sent to the INAF all the information required by this or that the same commercial entity, for commercial reasons , it forces you to send sensitive commercial information directly to the INAF. In any case, you fail to comply with these obligations, the INAF is entitled to leave without effect the contract of sale abroad of the Andorran CROS.

d) will enable the INAF to establish the minimum content of contracts indicated above and set the standard models. In any case, in the contract of sale must necessarily be a clause that establishes its resolution in case of failure to comply with the obligations provided for in this law. The contract of sale is without effect from the time at which the management company or the investment company has no record of any breach by you of the commercial entity.

Article 40 the regime of foreign investments in the terms established in the legislation of foreign investment, is only subject to the regime of foreign investments the following investments in CROS Andorran law: a) shareholdings in CROS when at least 50 percent of its assets are comprised of investments in companies of Andorra.

b) shares in CROS when at least 50 percent of its assets is comprised of real estate situatb) shares in CROS when at least 50 percent of its assets is comprised of real estate located in the territory of the Principality of Andorra or real rights on these.

Title III. CROS of foreign law Article 41 Requirements 1. The distribution of shares or participations in Andorra of CROS allowed abroad in requires the prior registration at the INAF. The inscription mentioned should be reflected throughout the document and publicize the CROS that is widespread in Andorra. It is not necessary to register for the sale of the CROS foreigners who do not imply distribution but the mere intermediation or transmission of orders relating to the acquisition on behalf of customers of its shares or participations.

2. The distribution should be carried out by authorized dealers in the terms established by title III of this law.

3. The INAF can require the provider in question the regular information that it deems necessary on the CROS distributed in Andorra for the fulfilment of their obligations.

4. The INAF can set the qualification of brokerage for technical release.

Title IV. Creation, distribution, modification, dissolution and liquidation chapter. Constitution and modification of the Article 42 of the Constitution CROS of Andorran law 1. CROs Andorran law will constitute, once the mandatory prior authorization, with one or several initial contributions from the management company/investment company or of the depositary bank, formalised in a public document given by the management company/investment company and depositary.

2. The funds or SICAV acquires the status of CROS when registration in the appropriate register of the INAF.

3. A Fund may only be authorized when the INAF approved, on the one hand, the management company and, on the other hand, the regulation and the choice of depositary. An investment company is authorized only if the competent authorities approve, on the one hand, their constituent documents, as well as the management company/investment company and, on the other hand, the choice of the depositary.

4. On the date of incorporation, the CROS and, where appropriate, each of the compartments must have covered at least 10% of the minimum heritage established in article 10. For this purpose, it is understood as a start date of activity, one in which there is for the first time, whether the management and investment of assets, whether the assumption of commitments, obligations, or liabilities for CROs or the imputation of income and expenditure in the CROS (excluding the costs of its Constitution and registration or authorization by the INAF).


In any case, the CROS should reach the minimum heritage established in article 10.2 in a maximum period of 6 months from the date of the registration to the INAF. In the event that, after this period, the funds or the SICAV have not reached this heritage, should be cleared.

The compartments of the CROS must arrive at the mínimEls heritage compartments of the CROS must reach the minimum heritage established in article 10.5 in a maximum period of 6 months from the date of commencement of activities. After this period, the compartments that have not achieved this heritage must be cleared.

Article 43 Documents that you must provide in order to obtain the prior authorization of the setting up of a CROS of Andorran law 1. The documents for authorisation must be submitted to the JURISDICTION and, in particular, must include: a) the brochures.

b) the contract between the management company and the depositary for the Constitution of the CROs and its regulations or by-laws or, in your case, drafts of both documents.

c) A technical dossier in which they detail the particularities of the CROS and the corresponding specific investment program with explicit information about the risks to which you want to be exposed. This dossier should be particularly detailed for those treated CROS in the second section, the third chapter of title II of this law.

d) for CROS background shaped subordinates, it is necessary to indicate, in addition, the depositaries of the CROS in which they invest, its auditors, as well as provide a commitment to access to information in favor of the auditors of the funds under it. In addition, contractually, the management company of the funds under should receive annually audited financial statements annual, the composition of assets and the management reports of the funds in which it invests.

e) for alternative CROS, we must make a report explaining the levels of control available in the managing body to carry out the management of these CROS.

f) if applicable, contracts of delegation and identification of the individuals responsible for the delegated functions.

g) contract of guarantee, as appropriate, for CROS guaranteed.

h) distribution contracts/marketing.

and) when aimed at the management wants to perform a CROS attaining a specific objective of profitability that count with the guarantee of a third party and, therefore, is essential to the recruitment of operations prior to the end of the initial marketing period must be specified to the aforementioned memory which entity will assume the positions that don't hire the CROS, to overcome the size needed to obtain the guaranteed return considering the heritage of the CROS in the end of the period of initial marketing.

2. For background with compartments, the information referred to in the previous point that can vary from one compartment to another must be presented for each compartment.

3. The INAF can request additional information that it deems necessary in order to meet these requests.

Article 44 Amendments of CROS of Andorran law 1. Any replacement of the management company or the depositary, as well as any modification of the regulations of the CROS (liquidation, merger, split and absorption) are modifications of the OIC1. Any replacement of the management company or the depositary, as well as any modification of the regulations of the CROS (liquidation, merger, split and absorption) are modifications of the CROS subordinated to the prior and subsequent registration in the INAF.

2. Once the managing/the investment company and the trustee have the prior authorization of the INAF, must communicate the changes envisaged to carry out to the participants of the CROS within 10 working days from the date on which the INAF has granted authorisation. You have to use the usual means of communication between the investor and the company sells. The INAF may establish additional requirements on advertising authorization such as a certain number of advertisements in the national press.

3. The transformation operations need to be formalised in a public document by the management company/investment company and the depository and should result in the update of the regulation and of the prospects.

4. When the modification of the regulation affects the investment policy, the policy of distribution of results, the replacement of the management company or the depositary, the delegation of the management of the portfolio of the institution in another entity, the change of control of the management company, the transformation, merger or split of the CROS or compartment, or elevation of the commissions , this must be communicated to the participants prior to their entry into force, with a minimum of a month.

In the cases set forth previously, whenever there is a refund or Commission costs associated with reimbursement of parts, investors can opt for a period of one month, counting from the date of notification, by the refund or transfer of the parties, in whole or in part, without deduction of any refund or expense Commission assimilated by the corresponding net asset value.

When the change does not affect all the CROS and only affects one or several compartments, communications and, where appropriate, the exercise of the right of separation have to understand referred solely and exclusively to the unitholders affected fingers compartments.

5. When the amendments in question do not affect any of the points mentioned previously, the entry into force of these modifications is produced at the time of the registration of the amendments to the INAF. Otherwise, the entry into force of the said amendments occurs after the period of one month laid down in the previous point during which the participants can get away without costs.

Article 45 Documents that you must provide in order to obtain the prior authorization of incorporation and/or modification of CROS Andorran law 1. The documents for authorisation of modifications must be submitted to the JURISDICTION and, in particular, must include: a) The documentation provided for in the Constitution need to be amended.

b) the draft of the communication sent to the participants of the CROS that informs you of the amendments envisaged to carry out and the framework associated with the amendments in question.

c) complc documentation) the complementary documentation explaining descriptive of the procedures for making effective the modifications/who put in relief the provisions taken for the safeguarding of the interests of participants (commissions, expenses, entry into force, etc.).


2. In cases where the modifications consisting of a merger between two or more CROS or, in its case, between two or more compartments of the same CROS, the project to present to the INAF must have the following minimum content: a) the identification of the CROS or compartments involved and their management companies and dipositàries. In the case of merger by creation of a new, new identification CIF CIF.

b) an explanation of the procedure to carry out the merger with indication of the legal and economic aspects of the merger.

c) a summary of the composition of the portfolios, including where appropriate the substantial differences between the different CROS or compartments that are merged, as well as the investment policy that will make the new CROS or absorbent compartment in the future.

d) information on the latest audited financial statements.

e) in the case of merger by absorption, an explanation of all the amendments to be included in the regulation and in the brochures of the CROS or absorbent compartment. In the case of merger to create a new CROS or compartment, the inclusion of the draft regulations and explanatory notes of the project. The fusion runs through the granting of the corresponding public writing.

3. In cases where the modifications consisting of a split of a CROS or, where appropriate, of a compartment, the project to present to the INAF must have, in addition to the points of paragraph 2 above, the following points: a) The designation and the accurate delivery of all elements of assets and liabilities that have to carry the investment agencies beneficiaries.

b) the cast among investors of the parties that the appropriate investment agencies beneficiaries as well as the criterion of distribution.

4. The INAF can request additional information that it deems necessary in order to meet these requests.

Article 46 resolution of requests for prior authorization of incorporation and/or modification of CROS Andorran law 1. Requests for prior authorization of incorporation or amendment of CROS must be resolved within 30 working days from the receipt to the INAF or from the moment in which you complete the required documentation. In case he does not submit the additional information requested by the INAF within 20 working days, the application must be dismissed.

2. The INAF by grounded decision, deny requests when they do not meet the requirements established in the regulations in force. Against the resolutions of the INAF can lodge an appeal in the face of the Government in the period of 13 days from the endem2. The INAF by grounded decision, deny requests when they do not meet the requirements established in the regulations in force. Against the resolutions of the INAF can lodge an appeal in the face of Government within 13 working days starting from the day after the notification of the resolution of the request.

Second chapter. Registration, dissolution and liquidation Article 47 requirements for registration in the registers of the INAF 1. For CROS that have mandatory Andorran the previous authorisation from the INAF, for registration only requires the presentation, by the management company/investment company and/or the depositary, of the deed of incorporation and of the final version of all the documents provided above to obtain the prior authorization.

2. In the case of the registration of modifications of CROS, the demand for registration must be made within 20 working days from the date of the notice to the unitholders.

3. For foreign registration request CROS is in charge of the Andorran entity that wishes to distribute them, duly authorised to perform this distribution.

4. For the registration of the CROS the following documentation is required foreign in Catalan, French, Spanish or English:-proof that the CROS has the appropriate authorization or documentation that guarantees that are given the same operational guarantees investors that CROS andorrans assimilated and specifically those that are subject to external control with permanence (breakdown of the regulations to which it is subject).

-Category in which it requests the registration of CROs (type, class and form).

-Prospects.

-Identification of the supports on which they can consult the net asset value.

-Documentation proving that the Distributor can provide all the information requested to the management company (annual audits, quarterly reports, etc.).

-Description of the types provided for in the marketing of the parties in Andorra.

5. The supervision of CROS foreigners distributed in Andorra lies in the supervisor authority of the country in which it was constituted. In any case, the CROS mentioned may not violate the rules in force in the Principality.

Article 48 term for the resolution of registration requests the INAF resolves requests for registration of CROS andorrans or foreigners in a maximum period of 30 working days of receipt or from the moment in which you complete the additional information required. In case he does not submit the additional information requested by the INAF within 20 working days, the application must be dismissed.

Article 49 Rejection of the authorization and/or registration 1. You can refuse the registration in the event that:-does not meet the formal requirements or established in the current regulations.

-There are obstacles to a proper oversight of CROS, their managers or their depositaries.

-Has not been completed the licensing file.-has not been completed the authorization record.

-The management company and/or depository do not have adequate resources to perform the tasks that are assigned to it.

-The control of the Manager, or the depositary are insufficient.

-Is regarded as insufficient information on the investments of the CROS made through other funds (funds of funds, funds, subordinates, etc.).

-Does not preserve the rights of investors.

2. For CROS foreigners who invest their assets indirectly through other CROS (subordinates, background), if the INAF believes that there is the same guarantees to investors that the existing investment agencies andorrans, refuses the authorization of distribution in Andorra of these investment.

Article 50 Withdrawal of authorisation the authorisation granted to INAF can withdraw a CROS when this:


in) has not made use of the authorisation within a period of 6 months, expressly renounces it or has ceased its activities for more than 6 months.

b) does not have requested the registration of the CROS during the 3 months following the notification of the resolution of prior authorization.

c) has obtained the authorisation through false statements or any other irregular means.

d) ceases to meet the conditions to which it was subject the granting of authorisation.

e) Have a lack of transparency of the managing body, or of the investment company.

f) Have doubts, generated by the attitude of the management entity or of the investment company, which does not allow the INAF develop satisfactorily the tasks that the law has assigned to it.

g) is for any of the reasons exposed in this law and for which this is the sanction.

Article 51 dissolution and liquidation 1. CROs, in the form of funds is dissolved and the period of liquidation: a) on the expiration of the time limit stated in the regulations.

b) by agreement of the management company and the custodian if the CROS was established for indeterminate period.

c) by agreement of the managing trustee or if any of these entities has ceased its functions in accordance with the provisions set out in this law, and has not appointed any management institution or depository to replace them.

d) When the net worth of the Fund is negative.

e) When the heritage of the CROS do not reach the minimum required in accordance with the provisions of this law.

f) to the causes, according to the legislation in force, that the regulation set.

g) for breach of other legal requirements.

2. The SICAV are disbanded and the period of liquidation: a) on the expiration of the time limit stated in the statutes.

b) by resolution of the shareholders representing at least two thirds of the shares issued.

c) when you incur in bankruptcy or suspension of payments.

d) When the non-heritage reaches the minimum required in accordance with the provisions of this law.

e) to the causes, according to the legislation in force, which are established by statutes.

f) for breach of other legal requirements.

3. The agreements of dissolution/settlement must be notified immediately to the IN3. The solution/settlement must be notified immediately to the INAF and to share through the usual advertising procedures.

4. In the case of CROs that adopt the form of funds and that they are in a situation of lack of liquidity, the net of which, however, is positive, the management company has to decide whether to proceed to the liquidation of the Fund or if this can continue to operate, so we have to get the relevant agreements with creditors, whether third parties or participants who have applied for the refund of its shares in order to resolve the situation of il·liquiditat, by making the appropriate compensation.

In those cases in which the funds are definitely insolvent, the management company has to communicate to the INAF, requesting him to leave to proceed to its liquidation. The INAF may decide that it is the same manager who carries out the liquidation of the Fund or spread to any other entity to manage CROS that proceed to the liquidation of the Fund.

In any case, the funds are not subject to the procedures of suspension of payments and bankruptcy. In the event of insolvency are settled under the ultimate supervision of the INAF, the entity in charge of managing the liquidation sells all the assets, make payments with your product to creditors of the Fund (except within this concept the participants), a pro rata of the amounts of credits that they each have, without priority ranges with the exception of credits particularly guaranteed with a real right or legal business of equivalent effect on an individual asset. Then, you have to create the corresponding financial statements and will have to determine the fee that corresponds to each participant.

5. The INAF must already the corresponding file by following the procedure established in this law when they provide the circumstances for the settlement of the CROS and the management company/investment company has not initiated the corresponding procedure.

6. Once dissolved the body of an investment period of settlement of the CROS and suspended the right to reimbursement and shares subscription.

7. The settlement of the CROS is made by the management company/investment company with the competition of the depository and having fulfilled the requirements of advertising to the participants and guarantees that the regulation and this law established. Must act with the greatest diligence and as quickly as possible.

8. the liquidation process should be supervised by the Auditor, which has sent a full report to the INAF.

9. The dissolution and the liquidation of one or several compartments of a CROS are governed by the provisions of the previous sections. For this purpose, the references to the CROS are understood from the compartment.

10. Once dissolved and liquidated the CROS, the managing body, together with the trustee, must notify the INAF the fact mentioned by that give low CROs of reg10. Once dissolved and liquidated the CROS, the managing body, together with the trustee, must notify the INAF the fact mentioned by that give low CROs corresponding registry.

Article 52 Records maintained by the INAF-INAF maintains public records: 1. record and management companies are entities that act as dipositàries.

2. OICVM log created in accordance with the first section of the third chapter of title II of this law.

3. Registration of other CROS differing according to whether it is:-D real estate CROs.

-Of CROS alternative.

-Other CROS.

4. record of CROS of foreign law distributed in Andorra.

5. record of prospects.

6. record of the distributors.

7. register of commercial agents and intermediaries.

Administrative Provisions article 53 1. The INAF, as the organisation responsible for resolution of requests for authorization and/or registration of CROS, receives the following provisions, which shall be in charge of the management company of Andorran law and/or the company that distributes the CROS of foreign law: a) 1,500 euros for requests for prior authorization for the Constitution of the CROS without compartments.

b) 1,500 euros for requests for prior authorization for the Constitution of the CROS with compartments, over 600 euros for each compartment.

c) 500 euros for registration requests.


d) 600 euros for all requests of modification.

e) 300 euros for all CROS unsubscribed.

2. The amounts fixed in advance should be updated anyalment as soon as you have the data relative to the CPI of the previous year. To this end, the INAF has to communicate to the set of entities affected the new schedules.

Third chapter. 54 Article distribution Distributors 1. Can only be populated distributors of CROS to Andorra:-the banks of Andorran law.

-The management companies of CROS of Andorran law.

-Other entities authorised to carry out this activity in the Principality.

2. The entities that contract the services of intermediaries/commercial agents that give its CROS, the management company, depositary or the distributor with the object of promoting the sale of CROS, must notify the INAF, prior, the contract that are entered in the appropriate register. These middlemen and agents must meet all the Andorran regulations that apply.

3. The entity that has contracted the services of these intermediaries/commercial agents must provide all the information required by the INAF in connection with activities related to the entity carried out by them.

Title v. Information investors chapter. 55 Article information Obligations of information 1. With the goal of protecting investors, management or investment companies must submit, for each of the CROS that handled:-A full prospectus.

-A simplified prospectus.

-Four quarterly reports pertaining to the four quarters of the exercise that they must incorporate, among others, information accumulated since the beginning of the year.

2. In the case of other CROS of Andorran law regulated in the second section of the third chapter of title II of this law, the INAF is enabled so you can authorize that the reports referred to in the previous section have a frequency other than the quarterly.

3. The reports should be published during the following month from the end of the relevant period.

4. The publication of audited financial statements is carried out separately in the relative to the corresponding report at the end of the year.

5. complete the brochures should be available to investors before the conclusion of the contract. The simplified prospectus that has been published by the management company or the CROS should offer investors free of charge before the conclusion of the contract. In addition, you must provide free of charge to investors on request, the latest published reports.

6. In any case, these reports must be available to the public at the places indicated in the brochures.

7. Will enable the INAF has updated the minimum content of the full prospectus as well as of the reports in the event that it deems appropriate in accordance with the evolution of the sector always ensuring to give it the maximum transparency possible.

Article 56 full and Simplified Prospectus prospectus 1. The full prospectus and its annexed documents must contain the information set out in annex I of this law and other information necessary for investors to be able to get an opinion of the investment proposed to them and, in particular, about the risks inherent in this. In particular, the full prospectus must include a clear and easily understandable explanation about the risk profile of the CROS. For this purpose, the full prospectus must be structured and drafted in a way that can be understood by the type of investor who is directed.

2. In the case of subordinate Fund, the management company must have all the information that is necessary for it to comply with the prospectus obligations in terms of information and must include the information contained in the annex and, relative to the main Fund, which is relevant for the investor.

3. The regulation of the CROS is part of the full prospectus complete, to which must be attached, unless the investor is informed of the place where it can be accessed.

4. In addition, the management companies and CROS have published a leaflet simplified. This simplified prospectus, which should be brief and written in a non-technical language, must contain summary information about the way the CROS, on the investment policy with a brief assessment of the risk profile, about the historical development of its profitability, on the profile of the type of investor who is it aimed, and economic and commercial information. The simplified prospectus must be consistent with al4. Additionally, the management companies and CROS have published a leaflet simplified. This simplified prospectus, which should be brief and written in a non-technical language, must contain summary information about the way the CROS, on the investment policy with a brief assessment of the risk profile, about the historical development of its profitability, on the profile of the type of investor who is it aimed, and economic and commercial information. The simplified prospectus should be consistent with that contained in the full prospectus and must contain a warning about the existence of this and the sites and the way in which the public may obtain or have access to. The INAF has set the minimum content of the simplified prospectus.

5. the full prospectus and simplified Chinese have to keep up to date in their essential aspects. For this purpose it is understood by modifications of the following essential elements: a) the replacement of the management company or the depositary, the delegation of the management of the assets in a third party or a change in delegated entity.

b) modification of the investment policy or distribution of results.

c) elevation of commissions, the change in their way of calculation or attribution to future new types of expenses in the heritage of the CROS.

d) the modifications of the procedure of subscription and refund of the shares and participations of the CROS.

e) the creation and liquidation of compartments and classes of shares or stocks.

6. The management companies or the CROS should update the complete and simplified prospectuses in their non-essential aspects only when you publish a new prospectus or simplified or upon expiry of one year from the first modification of a non-essential item.

Article 57 Reports 1. The reports should be sent to the INAF as soon as they are published in accordance with the provisions of article 55.

2. Must include at least the information provided for in annex II of this law and must be sent free of charge to participants who request.


3. The reports shall be made available to the public through physical or virtual support in the places indicated in the brochures.

4. In cases in which the net asset value is calculated every six months, the managing body may reduce the annual frequency of the publications in two, corresponding to the first 6 months and at the end of the year.

Second chapter. 58 Article advertising advertising of CROS 1. Prior to any publication you must send a copy of all advertising in the INAF.

2. The advertising must comply with specific rules that may CROS dictate the INAF and, where appropriate, the rules on advertising of the States in which they commercialise.

3. it is prohibited the advertising of CROS aimed at qualified investors in media and media dissemination of general scope, not aimed particularly at this type of investor.

4. It also prohibits advertising that does not include the registration number that has been granted at the time of their registration to the INAF.

Article 59 the contents of advertising documents 1. All advertising that contains an invitation to subscribe to parts of a CROS should indicate the existence of the full prospectus as well as where it can be accessed.

Must contain information on the managing and the depository institution as well as on the authorisations which they have to operate.

The typology and the formats used should be clear and precise in order to avoid distortions of information delivery.

2. The advertising relating to CROS should be transparent, clear and not misleading. Should include relevant information on the main characteristics of the product in question and did not give rise to doubts about its content.

3. All advertising where a past performance of the CROS should foresee the past returns do not affect future returns or any alternative mention about this fact, and indicate how you can access the quarterly and annual financial statements.

You should avoid expressions or arguments that may induce the belief of positive returns safe unless there is a guaranteed minimum return. In this case, they should be clear all the elements of the aforementioned warranty (object, duration, conditions, commissions, etc.).

4. comparative advertising is not allowed nor in accordance with estimates.

5. With regard to advertising through the Internet, you need to organize it in such a way that the potential investor has access prior to your subscription, in the leaflet full of CROs.

6. In any case, is not authorized any advertising that can endanger the good reputation of the Andorran financial system.

7. The reports provided for in this law are not considered to be advertising for the CROS.

Title VI. Management companies and dipositàries chapter. Common provisions Article 60 management companies and dipositàries 1. Can only be management companies CROS of Andorran law Andorran law authorized financial institutions in the management of CROs.

2. Can only be depositaries of investment of Andorran banks of Andorran law and credit institutions or authorized of the Member States of the OECD or of other States parties with a provisional rules that the INAF deems equivalent to those in force in Andorra who are in a position to provide the services which are the responsibility of the depositories and assume the responsibilities arising under this Law and which are authorised to carry out this function to the body supervisor of his country.

3. Both entities must ensure that no conflicts of interest occur and, if they occur, redirect the situation in order not to damage the interests of investors.

4. The functions of the management company and the depositary may not be exercised by the same society.

5. The management company and the depositary must act, in the exercise of their duties, independently and solely in the interest of the participants.

Second chapter. Functions and obligations Article 61 joint Functions of the management company and depositary 1. The management company and the depositary, together, make the regulations of CROS and constitute by public deed.

2. The management company and the depositary institution establish together the written contract of depository.

3. The management company and the depositary 3. The management company and the depositary made, issued, distributed and delete altogether the certificates of participation.

Article 62 functions of the management company in addition to the functions set out in section 4.5 of this Act, the management company is responsible for: 1. The management of the assets, which includes:-The investment decisions.

-Exercise, through the depositary, economic and political rights inherent in the assets.

2. The activities of administrative management, which include:-determining for net asset values, including the tax regime in force.

-Accounting and legal tasks.

-The elaboration of prospects and public reports.

-The determination of the results to be distributed (only for CROS of distribution).

-The control of the compliance with the applicable regulations.

-The management of the register of unitholders.

-The full representation of the legal and extrajudicial CROs in front of all sorts of physical and legal persons.

3. The management of liabilities, which includes:-the acceptance of subscriptions, of refunds (registration of participants) and transmission to the depositary of the corresponding commands.

-The legal system of refunds/of sales of shares to the depositary.

4. Activities related to the distribution, which include:-the sending of the documents (advertising reports, management reports, etc.).

-The selection of distributors.

5. The activities included in the article 5 of the law regulating the administrative regime, of the operational and the minimum share capital of the investment banks of Andorran law and, in particular, the advice to other management companies and the exercise of delegated functions that article 69 of this law.

Article 63 obligations of the management company 1. The shares are issued and reimbursed by the management company at the request of investors, with the limits, in the form and the terms and conditions established by the legislation and the regulations.

2. The management company has to follow the orders of investors related to subscriptions and refunds of portions of CROS to its demand in the terms and conditions set out in the regulation.


3. By derogation to coming, a CROS may suspend provisionally, on the case and according to the modalities provided for by the law and the regulation of the CROS, the subscription or the reimbursement of their parts. The suspension cannot be provided except in exceptional cases where the circumstances so require and/or whether the suspension is justified taking into account the interests of the investors.

4. The management company must notify the INAF immediately the suspension of refunds and the reasons that cause.

5. The contributions to the CROS that are not cash contributions should be evaluated and authorized by the management company. Later, they must be verified by the auditors, who have to make mention of this in the annual audit verification.

6. The management company has to provide all the relevant information that the inve6. The management company has to provide all the relevant information which investors of CROs will apply in addition to the provisions of the regulation and legislation.

7. in the framework of its functions, the management company has to choose the investments and the intermediaries with total independence, ensuring always the interests of investors. In any case, the managing body may not invest in assets issued by entities of the group be consolidated on behalf of CROs forgetting the criteria of strict investment.

8. The managing body must keep detailed records of the transactions carried out on behalf of the CROS that manages for the purpose of being able to reconstitute the history of all operations.

Article 64 functions of the depository functions of the depository: 1. Maintain and safeguard the assets of the CROS, while it may spread the subcustòdia of assets to a third party or to a central depository of securities in Andorra or abroad.

2. Liquidate the operations on financial instruments and other assets of the CROS and passive operations of the CROS.

3. Ensure that the management company or the CROS meets the standards set out in the law, the regulation and the leaflet, in relation to the following aspects: a) net asset value calculation procedures as well as the price of issue and reimbursement of the shares or participations of the CROS.

b) The investment decisions of CROS.

c) distributions of results of the CROS.

Article 65 obligations of depositary 1. The trustee cannot object to execute the orders received from the agent as long as they conform to the provisions of the regulation of the CROS and the legislation in force in the Principality.

2. The depository must indicate to the management company the corrections on the procedures that it uses as it deems appropriate for the proper development of its functions.

3. The depository must communicate to the INAF actions and procedures of the management company that it does not consider adequate, and that this is not considered appropriate to review.

Article 66 liability of the management company and the depositary 1. The two entities, in the exercise of their respective functions, act independently.

2. The management company and the trustee are responsible, to the participants, of all damage suffered by them due to the non-execution or poor execution of its obligations.

3. The liability of the trustee or of the management company is not affected by the fact of delegating part of its functions.

67 article organization of the management company and the depositary 1. The custodian and the management company must establish appropriate mechanisms and procedures to ensure that, in any case, the disposition of the assets of the CROS is not done without your consent and authorization.

2. The management body and the trustee can share resources with exclusion of the personnel, provided that, on the one hand, meet the conditions to protect investors and avoid conflicts of interests and, on the other hand, requesting permission p2. The managing and the trustee can share resources with exclusion of the personnel, provided that, on the one hand, meet the conditions to protect investors and avoid conflicts of interests and, on the other hand, authorization is requested prior to the INAF.

3. The institutions that invest in derivatives must have management systems that guarantee a daily valuation of contracts, a risk analysis carried out by areas or departments separated and a breakdown of the strategies developed.

Article 68 depositary contract content The depositary contract regulates the relationship between management company and depositary entity and must include at least the following points:-company name of both entities.

-Definition of the object of the contract (to establish the rights and obligations of the parties).

-Functions of the depositary.

-Obligations of the depository.

-Responsibilities of both parties.

-Performances of the necessary Manager because the trustee can develop correctly your task.

-Remuneration of the depositary.

-Duration of the contract (including the terms of replacing the depository institution).

This content may be included, instead of making it to the depositary contract, the constituent documents of the CROS.

Third chapter. Delegations and replacement Article 69 powers of delegation of the management company 1. The management company can delegate: a) the administrative management.

b) the management of the assets.

c) passive management.

d) distribution.

2. It is not possible the simultaneous delegation of the functions set out in points a) and b).

3. The delegation of the management of liabilities are authorised only in case it is delegated to the depositary.

4. When you delegate any function in the depository, the delegated functions to be exercised with complete independence of the functions of the depositary.

5. The delegations do not exempt the management company of the responsibilities that correspond to the application of this law.

6. The regulation of the CROS must collect the powers of effective delegation.

Article 70 the delegation of depositary 1. The trustee may delegate the safekeeping of securities in banks or other entities with provisional rules that the INAF consider equivalent to those in force in Andorra, authorised to carry out the safekeeping of those assets in accordance with the limitations set out in this law.

2. This delegation does not relieve the depositary entity of the responsibilities that correspond to the application of this law.

3. In no case the trustee is authorized to delegate the depository of CROS.

4. The regulation has to collect the powers of effective delegation.

Article 71 and authorization of the delegations


1. The delegations of functions must be formalized in writing and must be reported prior to the INAF.

2. As exception to the previous section, the delegations of functions must be authorized by the INAF when the beneficiary of the delegation is an entity resident in a third State or when the delegation refer to functions of regulatory compliance, a net value calculation or accounting.

3. The INAF authorizes only the delegations of the previous section e3. The INAF authorizes only the delegations of the above in the following cases:-the delegations do not hinder the tasks of control of the INAF.

-The delegations do not generate conflicts of interest.

-The entity that delegates have sufficient means to control the entity of the delegation.

-The delegation can be canceled at any time by the entity that delegates.

-The beneficiary of the delegation complies with the technical standards required for the function that is delegated.

-The beneficiary of the delegation is subject to the supervision of the INAF Andorran entity if it is a, or the supervision of any equivalent body of the EU, the OECD, or other third-party States, with similar characteristics that carried from the Principality.

4. The INAF may request to the entity that delegates, according to the functions delegated, a program of activities that reflect an exhibition of works that are made and the internal organisation that there are, in particular in the area of control.

5. The resolution of the applications for authorisation must be governed by the provisions of article 46 of this law.

6. The INAF can cancel any authorization of delegation that has been granted according to false information or has been authorized because it gave some conditions that have ceased to occur.

7. In the event that the delegations that have been the object of communication create a breach of the conditions set out in the previous section to the delegations that require authorization, the INAF can justifiably required the completion of the delegation.

Article 72 of the management company and the depositary 1. The management company may request their replacement when it considers it appropriate, by writing to the trustee by the INAF, the applicant and the new management company, which has been declared ready to accept these functions, with the corresponding authorization. In addition, the management company may unilaterally request their replacement as such in the cases expressly provided for in the regulations of the CROS. The management company that is intended to be replaced cannot, in any case, cease in the exercise of their functions while not have fulfilled the requirements and procedures for the designation of his replacement and this has assumed the functions.

2. The trustee may request their replacement as such, when it considers it appropriate, by writing to the INAF by the management company or the CROS, the former trustee and depositary, which must be declared to be willing to accept these functions, with the corresponding authorization. In addition, the trustee may request unilaterally its replacement as such in the cases expressly provided for in the regulations or the articles of Association of the CROS. The trustee who is intended to be replaced cannot, in any case, cease in the exercise of their functions while not have fulfilled the requirements and procedures for the designation of his replacement and this n ' 2. The trustee may request their replacement as such, when it considers it appropriate, by writing to the INAF by the management company or the CROS, the former trustee and depositary, which must be declared to be willing to accept these functions, with the corresponding authorization. In addition, the trustee may request unilaterally its replacement as such in the cases expressly provided for in the regulations or the articles of Association of the CROS. The trustee who is intended to be replaced cannot, in any case, cease in the exercise of their functions while not have fulfilled the requirements and procedures for the designation of his replacement and this has assumed the functions.

3. The Declaration of insolvency of the management company or the depositary to act with CROS does not produce dissolution of the CROS managed or deposited. The affected by insolvency must resign from their duties, and to start the paperwork for his replacement, either at the initiative of the management company, either of the depository. For this purpose, the management company or the depositary must notify the INAF its own insolvency or that of the other entity, accompanying proof enough of this situation and proposing the name of the entity replacement, which must declare willing to accept these functions, interesting the corresponding authorization.

4. If in the cases set out in paragraph 3 above is not the replacement within urges one (1) month after the Declaration of insolvency, or when the CROS, the management companies and depositaries are in a situation of exceptional gravity which put in jeopardy his patrimonial balance, the heritage of its customers or affecting the stability of the Andorran financial system or the general interest by contacting highlighted the need to adopt precautionary measures , the INAF can urge ex officio the replacement of the management company or the depositary dictating the corresponding administrative act by which the entity cease, whether the management company or the depositary, and appoint the same event the entity replacement that should assume these functions immediately.

5. The revocation of permits for the management company or the depositary to act with CROS either does not produce dissolution of the CROS managed or deposited. In the event of revocation of the authorizations of the management company or the depositary to act with CROS, or adoption of precautionary measures on the part of the INAF, the INAF has urging ex officio the replacement of the management company or the depositary dictating the corresponding administrative act and appointed in the same event the entity replacement that should assume these functions immediately.

The fourth chapter. 73 Article remuneration remuneration for the management company and the depositary


1. Authorises the management companies to receive by way of remuneration for the services rendered a Commission management, subscription and refund. These commissions should include mandatory all costs inherent in the fulfilment of its functions. Subscription fees and refund must be duly identified a part of the price of subscription and refund of the participations. The Management Committee can be calculated as a percentage of the assets or on the results of the CROs or a combination of both of the way they describe the prospects.

The management company has to articulate a system of attribution of commissions on results that prevent an investor supports commissions on the results when the net asset value of the parts is less than a value previously managed by the OILa management company has to articulate a system of attribution of commissions on results that prevent an investor supports commissions on the results when the net asset value of the parts is less than a value previously managed by the CROS and by which the investor has already supported commissions on the results. The system chosen should be duly specified in the prospectus.

The reports must report the amounts effective and the frequency of the payment of the commissions.

2. A management company may not receive commissions on subscriptions and refunds of CROS in which to invest when they are managed by the same management company or by any other linked by relations of management or capital ratios.

Likewise, a refund of subscription fees and can not stand CROS of CROS in which invest when they are managed by the same management company or by a company belonging to the same group.

3. The regulation can foresee higher reimbursement fees for participants coming to reimburse its parts before the 5 days after your subscription as long as they observe a speculative behavior in this operation. In any case, the regulation should determine the maximum rates established by these concepts.

4. in the case of guaranteed funds, nor the managing body or the marketer can not upload to share commissions of reimbursement at maturity if the CROs do not have generated profits.

5. The depositary entity of the CROS can be received by way of remuneration of services provided by a depository Commission calculated on the average heritage guarded or according to the type of assets retained.

6. In the event that the depository institution received a Commission from the depository, cannot load expenses of custody and/or payment coupons or dividends, among other things, that do not involve the execution of orders for the contracting of financial instruments. On the contrary, the receivers can receive commissions for trading financial instruments operations that run in compliance with the instructions of the management entity, under the conditions laid down in the General rules and regulations of the corresponding rates.

7. The regulation and the full prospectus must determine the percentages and/or maximum amounts that will uploaded to the CROS to these concepts, the way of calculation, as well as the frequency of the corresponding payments.

8. The CROS should always be the beneficiaries of the retrocessions of commissions that it can receive the management entity related to the management of the CROS to the extent that these are attributable to the investment or transactions carried out on behalf of the CROS.

9. When choosing the entities that collaborate with the management entity to manage CROS, the managing body must take into account objective criteria based on the quality of the service offered by the provider (prices, speed of execution, among others) without coming into consideration the possible advantages of which directly this entity could benefit from.

Chapter five. 74 Article rules of conduct rules of conduct of the management companies, the depositories and trading entities/distributors are subject to compliance with the rules of conduct in force in the financial system. They are also subject to these regulations the SICAV which do not have management company and carried out the task of management of the society.

Title VII. Supervision of the INAF and disciplinary chapter. Supervision of the INAF Article 75 Responsibility 1. The CROS and the entities referred to in article 3 of this law, as well as those who have in fact or in law the administrative charges and/or direction in these entities that violate this Act, incur administrative liability punishable.

2. Have management positions or in the entities referred to in the preceding paragraph, to the effect that provisions of this chapter, its administrators or members of its governing bodies, the people who work in the entity senior management functions (when serious or very serious infringements are attributable to fraudulent or negligent conduct) and are under the direct dependence of the administrative organ or its executive committees or CEOs.

3. However, are considered responsible for very serious or serious infringements committed by its members or managers or administrators CROS of their governing bodies, except in the following cases: a) When those who are part of the governing bodies have not assisted by justified at appropriate meetings or voted against or saved his vote in relation to the decisions or agreements that have resulted in the violations.

b) When these offences are exclusively attributable to executive committees, CEOs, general managers or similar bodies, or other people with roles in the organization.

4. The INAF can likewise partially or totally deprived of their right to dispose of your assets a CROS that has not complied with all the requirements established in current legislation.

The INAF may prohibit or restrict the activities of the CROs particularly if: (a) This does not adequately protect the interests of investors.

(b) This does not respect the conditions of operation.

(c) This seriously lack that correspond to the obligations under the rules to which it is subject.

Any decision to prohibit the activity a CROS should be motivated by precise reasons and notified to the CROS mentioned.

Article 76 Competitions


1. The INAF is the body responsible for ensuring the smooth running of the activities related to the CROS and to monitor compliance with the provisions laid down in this law.

2. for the exercise of the functions provided for in this law, the INAF can pick up, on time or systematically by issuing appropriate technical releases, of individuals or entities identified in the 2. For the exercise of the functions provided for in this law, the INAF can pick up, on time or systematically by issuing appropriate technical releases, of individuals or entities set out in the previous article, the information that it considers necessary in relation to the matters covered by this law. In order to collect this information, or to confirm its veracity, the INAF may request this information and the works they consider necessary, either directly or by external auditors, and/or carrying out on-site inspections.

3. The subject supervised are required to make available to the INAF books, records and documents that the INAF request.

4. The costs of the work carried out by the external auditors on demand of the INAF are in charge of the management company or investment.

5. The supervisory authority may declare other provisions in addition to those provided for in this law who have aims to pursue the protection of investors and the financial system.

Second chapter. Disciplinary Offences Are very serious offences 77 Article very serious actions or omissions regardless of their nature that, breaking the law, endangering or damaging very seriously the interests of shareholders, participants and third parties, spoils the purpose of CROS.

Have this consideration: a) the refusal to deliver or lack of accuracy of the accounting for CROS and in general, all the information that has been provided to the INAF and/or investors who keep know certain aspects of the situation of the CROS.

b) the breach of the rules of investment set out in the law and in the regulations of the CROS above the limits established as a serious infringement.

c) breach of the obligation to submit annual accounts auditing.

d) the carrying out of operations with failure to comply with the limitations set out in this law.

e) the fact of bringing the accounting according to criteria other than those established by law.

f) the payment of fees is not provided for in this Act or in the regulations of the CROS.

g) the use of the names or abbreviations reserved for this law to CROS by entities or individuals not authorized, and the realization of the activities reserved to these CROS, subject in both cases to the responsibilities of another order in which they had been able to incur.

h.) the distribution of CROS without having proceeded with prior to their authorisation and registration in the registers of the INAF.

and monitoring resistance or negative) specified in this section.

j) failure on the part of the management companies of the duties and obligations arising from this Act and in particular the valuation of assets, and net asset value calculation that involves a very serious prejudice to investors or shareholders of CROS.

k) breach by the depositaries of the functions and duties provided for in this law that would lead to very serious damage to investors or shareholders k) breach by the depositaries of the functions and duties provided for in this law that would lead to very serious damage to investors or shareholders of CROS.

the) The classified as serious, when during the five years preceding the offender has been sanctioned in a firm resolution to at least two serious offences.

Serious Offences Are serious offences article 78 the breaches of formal obligations or norms of substantive nature that endangers and severely damaging the interests of shareholders, participants or third parties.

Have this consideration: a) the lack of publication of public information established in this law.

b) accounting anomalies or incomplete deliveries of information to very serious offences that do not constitute the INAF.

c) excess of investment on the coefficients set out in the first section of the third chapter of title II, provided that the excess has no transitional character and exceed 20% of the legal limits. It is understood that an excess is transient when you give the three following circumstances:-That the excess will not drag on for more than five working days in a quarter.

-That the excess does not occur more than once in the same quarter.

-That this situation will not be repeated more than three times in a year.

d) failure on the part of the management companies of the functions and duties provided for in this law they do not have to qualify as very serious is missing.

e) breach by the depository of the functions and duties provided for in this law they do not have to qualify as very serious is missing.

f) The classified as mild, when during the two previous years the offender has been sanctioned for a firm resolution to, at least, two minor violations.

Minor Violations minor violations Are 79 article the facts that involve delays in the fulfillment of obligations of formal or non-compliance of low importance of norms of substantive character, as long as they do not harm, or they do so lightly, the interests of shareholders, participants or third parties.

Have this consideration, among others: a) referral, outside the time limits set out in this law, the information that the CROS and their managers must be present.

b) the delay in the publication of the information, in accordance with this law, must be sending or put at the disposal of the partners, the participants and the general public of the CROS.

c) excess of investment on the coefficients set out in the first section of the third chapter of title II, provided that the excess transient nature and does not exceed 20% of the legal limits. It is understood that an excess is transient when you give the three following circumstances:-That the excess will not drag on for more than five working days in a quarter.

-That the excess does not occur more than once in the same quarter.

-That this situation will not be repeated more than three times in a year.

d) the breach of other obligations or prohibitions laid down in this law, or the regulations of the CROS that, by their very nature, do not have to qualify as a serious or very serious violation.


e) when you give the circumstances for the liquie) when you give the circumstances for the liquidation of the Fund and the management company has not initiated the procedure in question.

Article 80 penalties for very serious offences 1. For the Commission of serious offences is imposed on the offender one or more of the following sanctions: a) public Reprimand with publication in the official bulletin of the Principality of Andorra.

b) Fine for an amount not less than the higher gross profit both quintuple or obtained as a result of the acts or commissions in what consist the infringement. In cases where the infringement is not xifrable, fine of 90,000 up to 300,000 euros.

c) Revocation of authorizations that enable infractores entities to act with investment. In the case of entities with exclusive object, the revocation involves the definitive removal of the records. In this case, you must proceed to liquidate the CROS.

2. in addition to the penalty that corresponds to the entity by the Commission of very serious violations, can impose one of the following sanctions on those who, acting positions of directors or management in the Organization, is responsible for the infringement in accordance with article 75 of this law: a) public Reprimand with publication in the official bulletin of the Principality of Andorra.

b) Penalty for each of them for an amount greater than 60,000 euros and less than 90,000 euros.

c) separation of charge with disable to exercise administrative charges or direction in the same financial institution or any other of the same nature for a period not exceeding five years.

3. In the event of imposition of the penalty provided for in the letter c) of the preceding paragraph, may impose the penalty foreseen in simultaneously the letter b).

Article 81 disciplinary actions for serious offences 1. For the Commission of serious offences, is imposed on the offender one or more of the following sanctions: a) private or public Reprimand with publication in the official bulletin of the Principality of Andorra.

b) fine for an amount not less than the time or more than double the gross profit obtained as a result of the acts or omissions on which the violation consist. In cases where the infringement cannot be encrypted, fine of 30,000 to 90,000 euros.

c) suspension or limitation of the type or volume of operations or activities that can make the offender for a period not exceeding one year.

2. in addition to the penalty that corresponds to the entity by the Commission of serious offences, can impose one of the following sanctions on those who, acting positions of directors or management in the Organization, your head in accordance with article 75 of this law: a) private or public Reprimand with publication in the official bulletin of the Principality of Andorra.

b) Fine for each of those responsible for an amount of 30,000 to 60,000 euros.

c) separation of charge with disable to exercise administrative charges or direction in the same financial institution or any other of the same nature for a period not exceeding one year.

3. In the event of imposition of the penalty provided for in the letter c) of the preceding paragraph, it may impose-3. In the event of imposition of the penalty provided for in the letter c) of the preceding paragraph, may impose the penalty foreseen in simultaneously the letter b).

Article 82 penalties for minor infractions 1. For minor violations, the Commission has to impose the following sanctions: (a) a private Reprimand).

b) Penalty for a total of up to 30,000 euros.

Article 83 organ Replacement 1. To ensure the continuity in the Administration and management of the entity, if it is strictly necessary, the governing body imposed the sanction can have the appointment with the provisional character of the members need for the collegial Board of Directors may adopt resolutions.

2. These people exercise their charges until, by the competent body, will provide the corresponding appointments immediately and take possession are designated, in his case, until after the period of suspension.

84 article precautionary measures In the context of a disciplinary record, the INAF may require, in the interest of investors or the public interest in the suspension of the subscription or the refund of the parties.

Transitional provisions all CROS and the entities to which the applicable law has a term of one year since its entry into force to carry out the necessary adaptations and request the corresponding registration in the foreign JURISDICTION of Andorran law or are managed CROS or are distributed in Andorra in the corresponding category , and attach the documents required by this law. The INAF has a period of 90 days to resolve the matter.

Derogatòries the first provisions Are derogated are articles 11, 12 and 13 of the law regulating the powers of the various operational components of the financial system, of December 19, 1996.

Second abolishes the legal provisions of equal or lower rank above in that they are affected by this law.

Final provisions First empowers the INAF to fix the necessary provisions for the fulfillment and execution of this law as well as the modifications that are necessary, with prior authorization from the Ministry responsible for finance.

Second this law enters into force on a day to be published in the official bulletin of the Principality of Andorra.

Casa de la Vall, June 12, 2008, Joan Gabriel i Estany Syndic General Us the co-princes the sancionem and promulguem and let's get the publication in the official bulletin of the Principality of Andorra.

Nicolas Sarkozy Joan Enric Vives Sicília and President of the French Republic and the Bishop of Urgell Co-prince of Andorra Co-prince of Andorra Annexes Annex I – minimum content of the full leaflet introducing the CROS-name and domicile of the CROS.

-Date of incorporation; in the event that the CROS is not of Andorran law, indication of the country in which it has been formed.

-Identification and functions of the management company (or Distributor if the CROs is foreign law), the authorization of which has to operate in the financial system (date-identification and functions of the management company (or Distributor if the CROs is foreign law), the authorization of which has to operate in the financial system (date of registration to the INAF, address, etc.).


-Identification and functions of a depositary (authorization of what has to operate in the financial system).

-Links between the depository and the management company.

-Identification and functions of auditors.

-Currency exchange and investment horizon.

-Duration if it is limited.

-Number and identification of the compartments.

-Main characteristics of the parties (nominatives, the holder, right to vote, classes, etc.).

-Profile of the type of investor that he directed.

-Identification of any contract with consulting companies that participate in the management of the CROS (the most relevant elements of the contract).

Information on investments-definition of the objectives of the CROS (reference index, absolute return secured, etc.).

-Investment policy of the CROS and, where appropriate, of their compartments: categories of financial assets in which they can invest, indicating the limits of this policy of investment and borrowing possibilities that can be used for the management of the CROS.

-Identification of whether they authorise transactions with derivative instruments, meaning if the investment has up of coverage or speculative as well as the possible repercussions of the use of the instruments mentioned derivatives in the risk profile and the degree of leverage.

-Risk profile of the CROS making express mention of the level of volatility. Expressly declare those cases in which the net asset value of the CROS can present a high volatility due to its portfolio composition or the portfolio management techniques.

-Brief presentation of the valuation of assets; indication of the method of accounting of interests of the fixed-income securities.

Financial information-fiscal Regime.

-Management Fees, depositary, subscription and refund (minimum and maximum).

-Other possible expenses or fees, directly or indirectly charged, indicating its calculation basis differentiating the need to pay the participant directly from those paid by the assets of the CROS (minimum and maximum).

Commercial information-minimum initial Investment.

-How to buy/sell parts.

-How to move from one compartment to the other and commissions applicable in such case.

-Date of closure of the accounts as well as date and form of distribution of the dividends of the shares or stock, if necessary.

-Frequency with which will publish the prices of the parties and where you will be consulted.

-Cutting Time from which the orders received are considered to be carried out the next working day for the purposes of the applicable net asset value/price.

Additional information-Statement in which they indicate where they can be consulted the prospectus and quarterly reports of the CROS.

-Supervisory Authority.

-Indication of a contact point (person or service, timetables, etc.) which can be obtained, where appropriate, supplementary explanations.

-Circumstances in which the settlement of the CROS