Law 35/2003, dated November 4, of Collective Investment Institutions was an important milestone in establishing a modern legal framework to regulate the sector of collective investment in Spain after nearly twenty years of validity. of its predecessor, Law 46/1984 of 26 November, regulating collective investment institutions.

The primary purpose of Law 35/2003, of 4 November, was to establish a legal framework adapted to its time. To this end, the Law is based on three fundamental principles. First of all, it gives the sector adequate flexibility to enable collective investment institutions to adapt to the successive and continuous changes that the market demands. Secondly, it lays down the measures and procedures necessary to ensure adequate protection for investors, while recognising the existence, in certain cases, of different levels of protection depending on the nature and profile of the investor. Finally, the Act is committed to the modernisation of the administrative regime, simplifies procedures and reduces the time limits for authorisations.

Law 31/2011, of 4 October, amending Law 35/2003, of November 4, of Institutions of Collective Investment initiated the adaptation of our legislation to the third reform of the harmonized investment funds carried out by Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in securities UCITS, and its implementing rules: Commission Directive 2010 /43/EC of 1 January 1999 on the  This appropriation is intended to cover the costs incurred by the Member States in respect of the implementation of the Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 on the implementation of Directive 2009 /65/EC of the European Parliament and of the Council the content of the agreements concluded between depositaries and management companies; and Commission Directive 2010 /44/EU of 1 July 2010 laying down detailed rules for the implementation of Directive 2009 /65/EC of the European Parliament and of the Council Council Directive of the European Parliament and of the Council of 3 March 1994 on main-subordinate type structures and notification procedure.

The amendments recently introduced in Law 35/2003, and the obligation to continue the transposition of the aforementioned Directives justify the adoption of a new regulation repealing the previous one approved by Royal Decree 1309/2005. This development is based on the regulatory enablement made by the legislator himself in favour of the government, in the final provision of the seventh of Law 31/2011 of 4 October.

The adoption of this new regulation in compliance with our obligations with respect to European Union law is also used to introduce a number of amendments aimed at strengthening the competitiveness of the European Union. our industry in a context of greater integration and competition, and to establish measures to improve the supervision of the Collective Investment Institutions (IICs) and IIC management companies (SGIIC onwards) by the National Securities Market Commission (CNMV onwards).

The new regulation on the development of Law 35/2003, of 4 November, of Collective Investment Institutions, hereinafter the regulation, contains a number of new developments that are explained below according to the objectives that are pursued.

First, it is necessary to incorporate into national law the precepts that ensure the proper functioning of the European passport of the management company. This passport, which implies the possibility for Spanish management companies to manage IICs domiciled in other Member States and IIC Spanish to be managed by companies from other Member States, is one of the key innovations. of Directive 2009 /65/EC of 13 July 2009, which was already introduced in Law 31/2011 of 4 October 2009. The technical issues that make this transnational management possible must now be introduced. Thus, an adaptation of the principles governing the relationship between these managing societies and the depositaries is necessary. In particular, it is necessary to determine the main elements of the agreement between the depositary and a management company when it is established in a Member State other than the Member State of origin. In addition, Law 31/2011 of 4 October introduced a number of amendments to the regime of the functions and activities of the depositary. This new legal framework is set out in Articles 3, 5, 6, 14, 115, 129 and 131 of the regulation.

It is also necessary to ensure that management companies, as they can act throughout the European Union, are subject to a similar regime in the field of risk management and conflict of interest, to the content of Directive 2009 /65/EU of 13 July 2009 and developed in Directive 2010 /43/EU. In the case of risk management, the obligation to specify the criteria to be used by the SGIICs to assess the adequacy and proportionality of its risk management policy to the nature, scale and complexity of the risks is laid down. activities of the SGIIC and the IICs managed by it. In this way, by clarifying the way in which the overall risk is to be calculated, it is ensured that the SGIICs comply with the limits imposed by Directive 2009 /65/EC of 13 July 2009 on investment. This improvement is found in Articles 141 to 143 of the Regulation. Similarly, it is intended to improve the rules of the SGIIC to control and manage personal transactions in which conflicts of interest may arise, because of insider information the employee or a person linked to him or her SGIIC. In the case of unavoidable conflicts of interest, the rules for transposition require the SGIIC to have adequate mechanisms to ensure that the IICs are managed in a fair manner. In particular, it is available that SGIICs should ensure that their senior management or the components of an internal body of their own with competence are informed without delay so that they can take the necessary decisions to manage the conflict. of interests. These forecasts are set out in Articles 138 and 139 of the Regulation.

The introduction of the management passport means more competition in the sector, which will result in greater economic efficiency. Consequently, beyond the obligations established by the transposition, to ensure that our management companies operate in conditions similar to those of other Member States, it is advisable to approximate the regulation to the minimum standard I would also point out that the Commission is not in a position to In this way, management companies will operate in similar conditions to those of countries in our environment without putting financial stability at risk. Therefore, a new system of own resources of the SGIICs is established in Articles 100 to 103 of the Regulation.

Second, Directive 2009 /65/EC of 13 July 2009 improves the functioning of the marketing passport, which allows harmonised IICs to be placed on the market in any Member State, irrespective of where they are domiciled. This possibility already existed, but the formalities between competent authorities are now simplified and time limits are reduced. Having made the adjustments required by Law 31/2011 of 4 October, it is essential to collect these provisions in Articles 8, 9, 10, 11, 12, 15, 20 and 21 of the Regulation.

The determined commitment made by the directive to the extension and facilitation of the cross-border activity of IICs and managing societies in order to achieve a greater degree of competence and excellence, makes it necessary strengthen the mechanisms for cooperation, consultation and exchange of information between competent authorities.

To make progress in achieving a barrier-free internal market, Directive 2009 /65/EC of 13 July 2009 introduced a third element: a harmonised regulation of the main-subordinate structures, which opens up the new business opportunities for women managers, as these structures will enjoy a passport. The subordinated IIC is the one that invests at least 85% of its assets in another IIC, called the principal. Subordinate IICs cannot invest in more than one (main) IIC. For its part, the main IIC cannot be, in turn, IIC subordinate, in order to avoid the existence of structures in opaque waterfalls. Harmonisation allows the main and subordinate IICs to be domiciled in different Member States, ensuring that investors better understand these types of structures, and that the authorities can monitor them more easily, in in a cross-border situation. The Royal Decree incorporates this new regulation on structures of the main type-subordinate, in Articles 54 to 70 of the regulation.

As the fourth objective of the Directive, which is also aimed at deepening the internal market, a harmonised regime for cross-border IIC mergers is introduced. The regulation contains these changes so that IICs can be merged, irrespective of their legal form, subject to the authorisation of the competent authorities. To give greater guarantees to the investor, it is complemented by the control by the depositaries of the IICs involved in the fusion project, as well as the validation by an independent auditor. These forecasts have been incorporated in Articles 36 to 46 of the Regulation.

In the framework of this objective, Article 37 of the Regulation is also inserted, which eliminates the obligation to appoint an external expert to issue a report on the draft merger where the resulting IIC is a fund of investment. This modification brings cause in the recent reform of Law 3/2009, of April 3, of structural modifications of the mercantile societies realized by virtue of the Royal Decree-Law 9/2012, of March 16 of simplification of the obligations of information and documentation of mergers and divisions of capital companies. Among the amendments introduced in the Law, the obligation to request a report from the independent expert was included, provided that any of the entities involved in the merger were a public limited company. With the above wording, this requirement was only necessary in the event that the resulting entity was an anonymous company. The drafting of a report on the equation of exchange by an independent expert is unnecessary, as well as excessively burdensome for companies, since, like investment funds, they are subject to the rules of law. the accounting and valuation of the CNMV for which they value their assets on a daily basis and are subject to an exhaustive regime of periodic information.

The fifth of the objectives pursued by the transposed legislation is to strengthen investor protection. To this end, the information required to be received by the investor is extended, differentiating it from advertising communications. A number of aspects relating to the 'key investor information document', which replaces the previous simplified prospectus and which have two substantial developments in relation to the investor, are made in order to help the investor to adopt informed decisions. First, it is a complete harmonisation of this document, allowing the investor to compare the harmonised funds and companies of any Member State. In the second term, the data will be presented in an abbreviated and easily understandable form for the investor. In line with the above, Directive 2010 /44/EU develops the provisions of Directive 2009 /65/EC of 13 July 2009 on the procedure for electronic notification of the information to be supplied by UCITS trading on the market their participation in Member States other than those in which they are established. The aim is to ensure the legal certainty of members and shareholders, which justifies the need to specify the extent of the information to which they must have access by electronic means. Therefore, Articles 23, 24, 25, 73, 74, 78, 79, 82 and 98 of the Regulation refer to the documents to be provided by the managing company authorised in another Member State to obtain the authorisation of the Spanish IIC. In order to ensure consistency with the new wording of Articles 12 of Law 35/2003 and 14 of the Implementing Regulation, Article 30 of the Regulation matches the right of information in the change of control of the management and the depository.

There are also other developments that do not directly cause the transposition of Directive 2009 /65/EC of 13 July 2009 and its implementing legislation. Thus, in view of the need to incorporate Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 on the management of alternative investment funds and amending Directives 2003 /41/EC and 2009 /65/EC and the Regulations (EC) No 1060/2009 and (EU) No 1095/2010 in July 2013, some adaptations are already introduced. This Directive establishes the regime applicable to the continued exercise of the activity and transparency of alternative investment fund managers (AIFMs) that manage and/or market alternative investment funds (AIFs). in the Union. For the purposes of this Directive, AIFs are defined as ' Any collective investment body, as well as its investment compartments which: (i) obtains capital from a number of investors to invest, in accordance with an investment policy. defined, for the benefit of those investors, and (ii) does not require authorisation in accordance with Article 5 of Directive 2009 /65/EC. ' Therefore, any IIC that is not harmonised, i.e. authorised under Directive 2009 /65/EC, will be considered as an alternative IIC. It is therefore necessary to include this same distinction in our national legislation. Articles 13, 48, 50, 51, 52 and 72 of the Regulation provide for the identification of IICs which comply with Directive 2009 /65/EC of 13 July 2009 and those IICs which do not comply with the Regulation. In particular, Article 72 lays down the arrangements for the special provisions applicable to IICs which do not comply with Directive 2009 /65/EC of 13 July 2009. Article 13 (c) and (d) refers to the registration in the CNMV of non-harmonised financial investment companies or SICAV and of investment funds of a financial character or non-harmonised investment funds. Article 48.1 (d) refers to the consideration as eligible assets for the investment of 'shares and units of other IICs of a financial character not authorised under Directive 2009 /65/EC of 13 July' provided that they are with a set of requirements. Finally, Article 51.5 and, by reference to that article, Article 52.4, refer to the limits of the concentration of risk in the case of IIC as referred to in Article 48.1 (d), which are not authorised in accordance with Directive 2009 /65/EC of 13 December 2009. July.

At the same time, the rules that define the IIC's investment policy are harmonised with those imposed by the directive, which allows them to enjoy a passport. However, those derogations are maintained which are necessary in order not to prejudice IICs which do not comply with the Directive and which represent an important part of the Spanish industry, including IICs which are guaranteed to they may exceed limits, or because they are of interest to enable IICs to replicate the IBEX-35 index (IIC index) if their components do not conform to the diversification permitted by the Directive.

Finally, the Royal Decree introduces a number of technical improvements. This is intended to strengthen the competitiveness of our industry in a context of greater integration and competition and the other, to establish measures in order to improve the supervision of IICs and management companies by the CNMV.

Thus, Articles 6 and 78 of the regulation, they bring cause in the modification of article 81 of the Law 24/1988, of July 28, of the Market of Values carried out by Law 47/2007, of 19 December for which it was incorporated into the Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on the markets in financial instruments amending Council Directives 85 /611/EEC and 93 /6/EEC and Directive 2000 /12/EC of the European Parliament and of the Council on The European Parliament and the Council and repealing Council Directive 93 /22/EEC. As a result of this amendment, the term "organized trading system" was replaced by the broadest "organized contracting systems", which includes not only Spanish systems but also those of other Member States. European Union.

On the other hand, the writing of several articles is improved in a way that facilitates the immediate understanding of the precepts.

An additional provision, four transitional provisions for the adaptation of IICs to the new legislation, and a final provision are included in the regulation.

Finally, the project contains a unique derogatory provision that will repeal Royal Decree 1309/2005 of 4 November, approving the regulation of Law 35/2003 of 4 November, of investment institutions collective and any other provisions, of equal or lower rank, object to the provisions of this Royal Decree.

The draft Royal Decree contains six final provisions: the final provision first amending the Companies Tax Regulation approved by Royal Decree 1777/2004 of 30 July to adapt the a requirement of the minimum investment rate required of IICs investing in a single fund (currently 80%) to the new minimum percentage set by the Directive (85%); the second final provision amending the final provision Second, Royal Decree 217/2008 of 15 February 2008 on the legal status of undertakings investment services and other entities providing investment services, and for which the Regulation of Law 35/2003 of 4 November of the Collective Investment Institutions, approved by Royal Decree 1309/2005, is partially amended, of 4 November; the third final provision determining the validity of the rules for the development of the preceding legislation; the fourth final provision containing the title of jurisdiction under which the rule is given; the provision Fifth final decision on the incorporation of Community law; and the sixth final provision orders the entry into force of the standard on the day following that of its publication in the "Official State Gazette".

In its virtue, on the proposal of the Minister of Economy and Competitiveness, with the prior approval of the Minister of Finance and Public Administrations, according to the State Council and after deliberation by the Council of Ministers in their meeting of July 13, 2012,

DISPONGO:

Single item. Adoption of the Regulation.

The Regulation on the development of Law 35/2003 of 4 November, of collective investment institutions, is approved, the text of which is included below.

Single repeal provision. Regulatory repeal.

The Regulation of Law 35/2003 of 4 November, of collective investment institutions approved by Royal Decree 1309/2005 of 4 November 2005, and all other provisions of equal or lower rank, are repealed. to the provisions of this royal decree.

Final disposition first. Amendment of the Companies Tax Regulation approved by Royal Decree 1777/2004 of 30 July 2004.

Article 59 (t) of the Company Tax Regulation, approved by Royal Decree 1777/2004 of 30 July 2004, is hereby worded as follows:

" (t) Income arising from the transmission or redemption of shares or shares representing the capital or equity of collective investment institutions obtained by:

1. Investment funds of a financial character and variable capital investment companies governed by Law 35/2003 of 4 November of collective investment institutions in whose management regulations or statutes they have established a a minimum investment of more than 50% of its equity in shares or units of several collective investment institutions as provided for in paragraphs (c) and (d) of Article 48.1 of the Implementing Regulation of Law 35/2003, 4 November, of collective investment institutions, approved by Royal Decree 1082/2012, of July 13, 2012.

2. Investment funds of a financial character and variable capital investment companies governed by Law 35/2003 of 4 November of collective investment institutions, in whose management regulations or statutes they have established the investment of at least 85% of its assets in a single investment fund of a financial character of those regulated in the first indent of Article 3.3 of the Regulation on the development of Law 35/2003 of 4 November of investment institutions approved by Royal Decree 1082/2012 of 13 July 2012. Where this investment policy relates to a compartment of the fund or the investment company, the derogation from the obligation to retain and enter into account provided for in this subparagraph shall apply only in respect of investments which are part of the assets of the institution attributed to that compartment.

The application of the retention exclusion provided for in this letter (t) will require the investment institution to be included in the relevant category which, for the types of investment referred to in paragraphs 1 and 2, has established the CNMV, which shall be included in its information leaflet. '

Final disposition second. Amendment of Royal Decree 217/2008 of 15 February on the legal status of investment firms and other entities providing investment services and amending the Law Regulation in part 35/2003, dated November 4, of the Collective Investment Institutions, approved by Royal Decree 1309/2005 of 4 November 2005.

The second final provision of Royal Decree 217/2008 of 15 February 2008 on the legal status of investment firms and other entities providing investment services and amending In part, the Regulation of Law 35/2003 of 4 November of the Institutions of Collective Investment, approved by Royal Decree 1309/2005 of 4 November, is worded as follows:

" 1. The Minister of Economy and Competitiveness and, with his express rating, the National Securities Market Commission will be able to dictate the precise provisions for the proper implementation of this Royal Decree.

2. Within the framework of Articles 27 to 31 of this Royal Decree, the National Securities Market Commission is enabled to implement and develop organizational structure requirements and to establish minimum requirements for internal organisation and control appropriate to the nature, volume and complexity of the investment and ancillary services provided by the companies providing investment services, as well as to detail the tasks to be carried out by the risk management, regulatory compliance, and internal audit.

3. The National Securities Market Commission is enabled to implement and develop the communication system, the content of the reporting obligations, the way the information is transmitted, which may be electronic and the time-limits for (a) communication with regard to the changes to the conditions of the authorization of investment firms under the provisions of the Law 24/1988 of 28 July 1988 on the market in the Values and this Royal Decree.

This enablement in particular will affect modifications that occur with respect to the following aspects:

(a) Composition of the shareholding and any changes in the shareholding, without prejudice to the regime established for the alleged acquisition or increase of significant shareholdings.

b) Appointments and cesses of management and management charges and, where appropriate, of the dominant companies, as well as the non-opposition requests provided for in Article 68.3 of Law 24/1988 of 28 July 1988 on the market Securities for investment services companies and their dominant companies.

c) Extension or reduction of activities and instruments included in the activity programmes.

d) Amendments to social statutes.

e) Opening and closing of branches or any other secondary establishment on national territory.

f) Agency relationships.

g) Delegation of administrative, internal control, and investment analysis and selection functions.

(h) Any other modification that would result in a change in the conditions of the authorisation granted or other data in the register which are recorded in the National Securities Market Commission, without prejudice to the prior authorisation where they are required in accordance with the rules applicable to them. "

Final disposition third. The validity of the development rules.

The rules laid down in the development of the Regulation of Law 46/1984 of 26 December, regulating the institutions of collective investment, approved by Royal Decree 1393/1990 of 2 November, and of the Regulation of the Law 35/2003, dated November 4, of institutions of collective investment, approved by Royal Decree 1309/2005, of 4 November, will remain in force in all that it does not object to the provisions of the Law 35/2003, of 4 November, of institutions of collective investment, and in this royal decree and in the regulation that is approved.

Final disposition fourth. Competence title.

This royal decree is dictated by the jurisdiction of the competent authorities provided for in Article 149.1.6. and 11. of the Constitution, which attribute to the State, respectively, the exclusive powers of the State "commercial law" and "credit, banking and insurance management bases".

Final disposition fifth. Incorporation of European Union law.

This royal decree completes the incorporation into Spanish law of Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and (a) Administrative on certain investment bodies; and Article 11 of Directive 2010 /78/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 98 /26/EC and amending Directive 98 /26/EC is incorporated into Spanish law, 2002 /87/EC, 2003 /6/EC, 2003 /41/EC, 2003 /71/EC, 2004 /39/EC, 2004 /109/EC, 2005 /60/EC, 2006 /48/EC, 2006 /49/EC and 2009 /65/EC in relation to the powers of the European Supervisory Authority (European Banking Authority), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority Supervision (European Securities and Markets Authority); Commission Directive 2010 /43/EU of 1 July 2010 laying down detailed rules for the implementation of Directive 2009 /65/EC of the European Parliament and of the Council as regards the organizational requirements, conflicts of interest, business conduct, risk management and the content of agreements concluded between depositaries and management companies; and Commission Directive 2010 /44/EU of 1 July 2010 laying down detailed rules for the implementation of Directive 2009 /65/EC of the European Parliament and of the Council Parliament and the Council as regards certain provisions relating to mergers of funds, the structures of the main type-subordinate and the notification procedure.

Final disposition sixth. Entry into force.

This royal decree will enter into force on the day following its publication in the "Official State Gazette".

Given in Madrid, July 13, 2012.

JOHN CARLOS R.

The Minister of Economy and Competitiveness,

LUIS DE GUINDOS JURADO

REGULATION PURSUANT TO LAW 35/2003 OF NOVEMBER 4, OF COLLECTIVE INVESTMENT INSTITUTIONS.

Preliminary title. Scope, concept, form, and classes.

Article 1. Scope, concept, form, and classes.

Title I. Legal form of collective investment institutions.

Chapter I. Investment funds.

Article 2. Investment funds.

Article 3. Minimum number of members.

Article 4. Participation.

Article 5. Commissions and expenses.

Chapter II. Investment companies.

Article 6. Concept and minimum number of shareholders.

Article 7. The administration of society.

Title II. Common provisions.

Chapter I. Conditions for access and exercise of the activity.

Article 8. Authorization and registration.

Article 9. Content of the constitutive contract.

Article 10. Content of the management regulation.

Article 11. Content of the social statutes of the investment companies.

Article 12. Requirements for access and exercise of the activity and registration in the registry of the CNMV of the investment companies.

Article 13. The IIC records of the CNMV.

Article 14. Amendment of draft constitution, statutes, regulations and brochures.

Article 15. Creation and modification of compartments.

Article 16. Revocation of the authorization.

Article 17. Suspension of the authorisation of investment companies.

Article 18. Naming reservation.

Article 19. Information requirement of the CNMV.

Chapter II. Cross-border marketing of IIC shares and units.

Article 20. Marketing in Spain of shares and units of foreign IIC.

Article 21. Marketing of Spanish IIC shares and shares abroad.

Chapter III. Information, publicity and accounting.

Article 22. IIC reporting obligations.

Article 23. Brochure.

Article 24. Powers of the CNMV with respect to the prospectus.

Article 25. Document with key investor data.

Article 26. Annual report.

Article 27. Semi-annual and quarterly report.

Article 28. Periodic reporting of non-financial IICs.

Article 29. Publication of periodic reports.

Article 30. Relevant facts.

Article 31. Significant shareholdings.

Article 32. Distribution of results.

Article 33. Annual accounts.

Article 34. Audit of IIC accounts.

Chapter IV. Rules on dissolution, settlement, transformation, merger and division of collective investment institutions.

Article 35. Dissolution and settlement of investment funds.

Article 36. Mergers.

Article 37. Authorisation of mergers where at least one of the merged IICs has been authorised in Spain.

Article 38. Authorisation of cross-border mergers where the beneficiary IIC has been authorised in Spain.

Article 39. Merge project.

Article 40. Check by the depositaries.

Article 41. Validation by a depositary or an independent auditor.

Article 42. IIC information duties.

Article 43. Specific rules concerning the content of the information.

Article 44. Right of separation.

Article 45. Date of effectiveness of the merger and date for the calculation of the exchange equation in cross-border mergers.

Article 46. Consequences of the merger.

Article 47. Excision.

Title III. Classes of collective investment institutions.

Chapter I. Financial collective investment institutions.

Section 1. Common Provisions.

Article 48. Assets eligible for investment.

Article 49. Investment in unlisted securities.

Article 50. Diversification of risk.

Article 51. Limitations on investment capacity.

Article 52. Requirements for investment in derivative financial instruments.

Article 53. Liquidity.

Section 2. th Relationship between the Principal IIC and the Subordinate.

Article 54. Definition of principal and subordinate IIC.

Article 55. Authorization of the subordinate IIC.

Article 56. Relationship between the main and subordinate IIC.

Article 57. Content of the agreement between the main and the subordinate IIC.

Article 58. Content of the internal rules for the exercise of the activity.

Article 59. Coordination of the main and subordinate IICs.

Article 60. Settlement.

Article 61. Merger and division.

Article 62. Buy back and refund.

Article 63. Depositaries of the main and subordinate IICs.

Article 64. Auditors of the main and subordinate IICs.

Article 65. Mandatory information and advertising communications of subordinate IICs.

Article 66. Transformation of existing IIC into subordinate IIC and main IIC replacement.

Article 67. Obligations of the subordinate IIC.

Article 68. Information to the competent authorities.

Article 69. Information from the competent authorities.

Article 70. Limits to commissions.

Article 71. Obligations towards third parties.

Section 3. Special Provisions.

Article 72. Special provisions applicable to IICs that do not comply with Directive 2009 /65/EC of 13 July 2009: IIC with a specific objective of profitability guaranteed to the institution itself by a third party that exceeds limits and IICs that replicate an index.

Article 73. Special provisions of the IIC for free investment.

Article 74. Special provisions of the IIC of free investment IIC.

Article 75. IIC and special purpose compartments.

Section 4. Financial collective investment funds.

Article 76. Minimum assets of the collective investment funds of a financial character and their compartments.

Article 77. Equity investment.

Article 78. Calculation of the settlement value and subscription and reimbursement arrangements.

Article 79. Quoted investment funds and listed SICAV index.

Section 5. Companies for collective investment of variable capital.

Article 80. Concept, social capital and obligations vis-à-vis third parties.

Article 81. Calculation of the liquidative value.

Article 82. Admission to trading on a stock exchange.

Article 83. Acquisition and sale of shares outside the stock exchange.

Article 84. Other liquidity procedures.

Chapter II. Collective investment institutions of a non-financial nature.

Section 1. Non-financial collective investment institutions.

Article 85. Concept.

Section 2. Third Real Estate Collective Investment Institutions.

Article 86. Delimitation of the object.

Article 87. Assessment.

Article 88. Conflict prevention of interest.

Article 89. Specialties in respect of obligations vis-à-vis third parties.

Article 90. Investment in real estate and liquidity.

Article 91. Diversification of risk.

Article 92. Specialties of real estate investment companies.

Article 93. Regime of real estate investment funds.

Title IV. Management companies of collective investment institutions.

Chapter I. Concept and Social Object.

Article 94. Activities related to IIC management.

Article 95. Marketing by IIC's SGIIC of shares and units.

Article 96. Agent and proxy requirements.

Article 97. Representation regime.

Article 98. Delegation of asset management and management of IICs.

Article 99. Reservation of naming and activity.

Chapter II. Conditions of access to the activity.

Article 100. Own resources.

Article 101. Accounting for own resources.

Article 102. Investment obligations of own resources.

Article 103. Debt limit and prohibition on granting loans.

Article 104. Risk diversification.

Article 105. Use of derivative financial instruments.

Article 106. Mechanisms of internal organization and control.

Article 107. General investor guarantee fund.

Article 108. Requirements for the request.

Article 109. Commercial and professional honorability of the partners.

Article 110. Authorisation of SGIIC subject to the control of foreign persons.

Chapter III. Conditions of exercise.

Article 111. Amendment of the social statutes.

Article 112. Modifying the program of activities.

Article 113. Significant shareholdings.

Article 114. Legal status of control units.

Article 115. Obligations.

Article 116. Foreign funding of SGIICs.

Article 117. Causes of revocation.

Article 118. Substitution.

Article 119. Corporate operations of the SGIICs.

Chapter IV. Cross-border action.

Article 120. Branches of SGIIC.

Article 121. Action of the SGIICs authorised in Spain in the Member States of the European Union.

Article 122. Action of the SGIICs authorised in Spain in non-EU Member States.

Article 123. Creation and acquisition of shares of foreign management companies by Spanish SGIIC.

Article 124. Notice of the opening of branches of management companies authorised in other Member States of the European Union.

Article 125. Opening of branches and provision of services in Spain by management companies not authorised in the European Union and by management companies authorised in the European Union not subject to Directive 2009 /65/EC of 13 July.

Title V. Depositary.

Article 126. Names and requirements.

Article 127. Repository and value administration function.

Article 128. Monitoring and monitoring function.

Article 129. Cessation of the depositary and advertising of substitution.

Article 130. Liability action.

Article 131. Content of the agreement between the depositary and a management company authorised in another Member State of the European Union managing an IIC authorised in Spain.

Article 132. Scope of the agreement between the depositary and a management company authorised in another Member State of the European Union managing an IIC authorised in Spain.

Article 133. Alternative arrangement between the depositary and a management company authorised in another Member State of the European Union managing an IIC authorised in Spain.

Title VI. Rules of conduct and conflicts of interest.

Article 134. Applicable rules.

Article 135. Application of Royal Decree 217/2008 of 15 February on the Legal Regime of investment firms and other entities providing investment services and amending in part the Regulation of Law 35/2003, of 4 November, of institutions of collective investment, approved by Royal Decree 1309/2005, of 4 November.

Article 136. Internal rules of conduct.

Article 137. Assignment of operations.

Article 138. Conflicts of interest.

Article 139. Specific regime of conflicts of interest consisting of related operations.

Article 140. Separation from the depositary.

Article 141. Duty of action in the interest of the IICs and their shareholders or shareholders.

Article 142. Requirement of diligence in the verification of investments.

Article 143. Reporting obligations on the execution of the subscription and redemption orders.

Single additional disposition. Fee regime for investment funds of a financial character, constituted as funds for investment in money market assets under Law 46/1984 of 26 December, regulating collective investment institutions.

First transient disposition. Transitional arrangements for IICs whose investment policy is based on a single investment fund.

Second transient disposition. Transitional arrangements applicable to non-financial IICs and to the free investment IICs and IIC of free investment IIC, in relation to the document with the key investor data.

Transitional provision third. Transitional regime applicable in relation to the cost-effectiveness scenarios of structured IICs.

Transitional disposition fourth. Adaptation of the investment portfolio.

Single end disposition. Enablement for regulatory development.

PRELIMINARY TITLE

Scope, concept, form, and classes

Article 1. Scope, concept, form, and classes.

1. The purpose of this regulation is to regulate collective investment institutions (IICs), as well as their management companies, their depositaries and other entities providing services to IICs, in the established terms In Law 35/2003 of November 4, of collective investment institutions, and in this regulation.

2. For the purposes of the provisions of this regulation, as well as in Law 35/2003 of 4 November, of collective investment institutions, they shall be considered as such that they are intended to attract funds, property or public rights. to manage and invest in goods, rights, securities or other instruments, whether financial or not, provided that the return of the investor is established on the basis of the collective results.

Will be subject to Law 35/2003, of November 4, and to this regulation the persons or entities that, with the requirements of advertising and determination of results provided in the previous paragraph, capture resources for their management by the contract of participating accounts and any form of community of goods and rights.

3. IICs shall take the form of an investment company or an investment fund.

4. IICs may be of a financial nature, which shall have as their object the investment or management of financial assets, or non-financial assets, which shall operate primarily on assets of another nature.

TITLE I

Legal form of collective investment institutions

CHAPTER I

Investment funds

Article 2. Investment funds.

1. Investment funds are IICs which are set up as separate assets without legal personality, belonging to a plurality of investors, including other IICs, whose management and representation corresponds to an IIC management company (in (SGIIC), which exercises the powers of the domain without being the owner of the fund, with the contest of a depositary, and whose object is the collection of funds, goods or public rights to manage and invest in goods, rights, securities or other instruments, financial or not, provided that the return of the investor is established on the basis of the collective results. In no event shall the powers of administration and provision of the acts and contracts made by the SGIIC with third parties in the exercise of the privileges that correspond to them, in accordance with the provisions of the Law, be challenged by default. 35/2003, dated November 4, and in this regulation.

2. Investment funds may be set up by compartments where, under a single constituent contract and management regulation, two or more compartments are grouped together, which shall be expressly reflected in those documents. Each compartment will receive a specific name that must necessarily include the name of the fund.

Each compartment shall give rise to the issuance of its own shares, which may be of different classes, representative of the part of the equity of the fund that is attributed to them. The part of the assets of the fund allocated to each compartment shall be exclusively responsible for the costs, expenses and other obligations expressly attributed to that compartment and for the costs, expenses and obligations that have not been incurred. expressly attributed to a compartment in the proportional part to be established in the fund's rules of procedure. In any event, each compartment shall be liable solely for the commitments entered into in the course of its business and for the risks arising from the assets of its investments. Creditors in a compartment of an investment fund may only make their claims against the equity of that compartment effective, without prejudice to the equity liability of the investment fund arising from their assets. tax obligations. The compartments will be individually applicable to all the provisions of Law 35/2003 of 4 November, with the specific features to be established in this regulation.

Each compartment, or each investment fund in the event that it lacks compartments, will have a single investment policy.

In no case can there be financial compartments in IIC of a non-financial nature, or vice versa. Similarly, there may be no compartments with the character of free-investment IIC or IIC of free-investment IIC in those IICs that do not have such a nature.

Article 3. Minimum number of members.

1. The number of members of an investment fund shall not be less than 100.

2. In the case of investment funds per compartment, the minimum number of unit-holders in each compartment shall not be less than 20, without, in any event, the total number of unit-holders in the fund being less than 100.

3. However, they shall not have to meet the requirements referred to in the preceding paragraphs the funds whose members are exclusively other IICs covered by Articles 54 and following, nor the free investment funds regulated in the Article 73.

4. The funds not constituted by the procedures for the successive foundation and the public subscription of shares shall have a one-year period, counted from their registration in the corresponding register of the National Market Commission Values (hereinafter, CNMV), to reach the minimum number of participants.

Article 4. Participation.

1. The participation is each of the aliquot parts in which the patrimony of a fund is divided. Within the same fund or, where appropriate, in the same compartment, there may be different classes of shares which may be differentiated, inter alia, by the currency of denomination, by the marketer, by the distribution policy. (a) the results or the fees applicable to them. The different commissions will derive from both the marketing policy itself and from other aspects such as the investment volume, the profit distribution policy or the denomination currency, among others. Each class of participation shall receive a specific name, including the name of the fund and, where appropriate, the name of the compartment.

2. The units shall have no nominal value. They will have a negotiable value condition, and they can be represented by any of the following ways:

(a) By means of nominative certificates with no nominal value, which may document one or more units, and to which the members shall be entitled to issue. These certificates shall contain their serial number, the number of units they comprise, the name of the fund and, where appropriate, the compartment and the class to which it belongs, the SGIIC and the depositary and their respective addresses, as well as the data indicating the registration of the two in the Mercantile Register, the date of conclusion of the contract of incorporation of the fund or, where appropriate, the date of the granting of the writing of the constitution and the data relating to the registration in the administrative registration and, where applicable, in the Trade Register.

(b) By means of notes, which shall be subject to the arrangements laid down in Chapter II of Title I of Law 24/1988 of 28 July 1988 on the Securities Market. Any participant in a fund whose holdings are represented by an account shall have the right to obtain from the SGIIC, where necessary, a certificate as provided for in Article 12 of Law 24/1988 of 28 July 1988, referred to, at the option of the latter, to all or any of the holdings of which it is a holder.

3. Whatever the form of representation of the units:

(a) The SGIIC shall forward to each participant, at a frequency not exceeding one month, a status of its position in the fund. If there is no movement for subscriptions and refunds in that period, the submission of the position of position may be postponed to the following period and, in any event, the transfer of the position of the participant at the end of the financial year shall be compulsory. Where the party expressly requests it, the document may be sent to it by telematic means.

(b) The SGIIC of an investment fund may, without prejudice to the right of the unit-holders to obtain the certificates referred to in subparagraph (a) of the previous paragraph, use, as a management document, a guarantee by means of which the unit-holders are informed of the position they hold in the fund after each of their operations.

The CNMV will determine the content and model to be adjusted, in each case, the position status and the mentioned guards.

4. The liquidative value of each holding shall be the value of dividing the equity of the fund by the number of shares in the fund. Where there are several classes of shares, the value of each holding class shall be the value of dividing the value of the equity part of the fund corresponding to that class by the number of units in circulation corresponding to that class.

5. The number of shares in the fund will not be limited and your subscription or refund will depend on the demand or the offer made from them.

6. The transfer of shares, the establishment of limited rights or other types of charges and the exercise of the rights inherent in them shall be governed by the general provisions for marketable securities.

7. Where this is provided for in the management regulation, the equity of the fund may be denominated in a currency other than the euro. In this case, it shall be calculated in that currency and the value of the equity and the value of the shares and the subscriptions and repayments shall be made in that currency.

8. The SGIIC, once the investment funds managed by it under the corresponding administrative records of the CNMV, must be provided in the manner determined by the Minister of Economy and Competitiveness, and with its express rating, the CNMV, the data relating to the liquidative value of its holdings, its assets and the number of members. The dissemination of such data shall be carried out by means which shall ensure reliable, rapid and non-discriminatory access to them, and no specific expenditure on the provision of information shall be charged to the unit-holders or the general public. For these purposes, the bulletins of the stock exchanges, the website of the SGIIC, as well as any other that, in the light of the requirements identified, are considered to be the means of dissemination shall be determined by the CNMV.

The SGIIC shall supply such data to the chosen broadcast medium, as at a later date, the day following that in which it carries out the calculation of the liquidative value.

9. For those funds which guarantee the repayment of their holdings on a daily basis, the fulfilment of the reporting obligation referred to in the preceding paragraph shall determine that the shares in the relevant funds have the consideration of securities admitted to trading for the purposes of those provisions governing specific investment schemes. Where the relevant SGIIC does not provide the necessary information referred to in the previous paragraph and, as a result, cannot be disseminated for three consecutive days or six alternate days within one month, it shall be made record thus. From that time on, and until the following 30 days of regular dissemination of such data elapse, investments made in the shares in question may not be regarded as securities admitted to trading for the purposes of the provisions on specific investment schemes.

10. The SGIIC shall issue and refund the shares at the request of any participant, in accordance with the terms set out in this Regulation. However, the CNMV may, on its own initiative or at the request of the SGIIC, temporarily suspend the subscription or redemption of units where the determination of its price is not possible or another cause of force majeure is present.

Article 5. Commissions and expenses.

1. The SGIIC and the depositaries may receive from the funds management and deposit commissions, respectively, and IIC management companies will be able to receive from the unit-holders fees for subscription and reimbursement. The prospectus shall include the form of calculation, the ceiling of the commissions referred to both the compartment and each of the classes, the fees actually to be applied, and the entity benefiting from its recovery. In addition, in the event that the SGIIC reserves the possibility of establishing return agreements to be paid to commission members, such a circumstance should be included in the information brochure of the funds, together with the criteria to be followed for the practice of such returns.

2. Different commissions may be applied to the different classes of shares issued by the same fund. In any event, the same management and deposit fees shall apply to all units of the same class. Subscription and redemption fees for units of the same class may be distinguished only by objective and non-discriminatory conditions, which shall be included in the IIC prospectus.

3. In the case of investment funds of a financial nature, the management committee shall be established on the basis of its assets, income or both variables. In general, management fees may not be collected which, in annual terms, exceed the following limits:

(a) Where the commission is calculated solely on the basis of the equity of the fund, 2,25% of the fund.

b) When calculated solely on the basis of results, 18% of these results.

c) When both variables are used, 1.35% of the equity and 9% of the results.

When all or part of the management fee is calculated on the basis of the results, all net yields, both materialised and dormant, shall be considered and the limit set shall be applied once discounted. the commission itself.

The management company must articulate a system of imputation of commissions on results that prevents a participant from supporting commissions when the liquidative value of its units is less than a previously reached value by the fund and by which it has supported commissions on results. For this purpose, you may choose one of the following alternatives, specifying in the prospectus the chosen system:

1. To impose on the fund the results management commission only in those exercises in which the liquidative value is superior to any other previously achieved in exercises in which there is a commission on results. The maximum settlement value reached by the fund shall be linked to the SGIIC for periods of at least three years.

2. A system of individual charge to each member of the commission on results, so that they bear the cost according to the result of their investment in the fund, respecting the maximum limits established in the paragraphs (b) and (c). The SGIIC may carry out liquidations on behalf of the commission on receivables while the investor maintains its participation in the fund.

The prospectus and the quarterly and half-yearly reports, as well as any publication relating to the fund, should note prominently that the settlement value of the fund and therefore its profitability do not reflect the effect of the individual charge to the member of the management committee on results. The prospectus and the quarterly and half-yearly reports shall also include information on the payments to be made by the investor. The status of the participant shall collect detailed information on such extremes in terms determined by the CNMV.

The Minister of Economy and Competitiveness and, with his express rating, the CNMV will be able to modify the duration of the period referred to in the first alternative. They may also lay down the conditions and conditions in which the duration laid down may exceptionally not be respected. They may also set maximum periods for the implementation of the individual charge system, as well as the requirements for its amendment. In the same way, they shall set the reporting obligations to the unit-holders that the SGIICs shall comply with, such as the possibility of exercising the right of separation or the information included in the investment fund prospectus.

The Minister for Economic Affairs and Competitiveness is hereby authorised to vary the percentages set out in paragraph 3 (a), (b) and (c) to a maximum of 25% of the respective limits.

4. In the case of investment funds of a financial nature, neither the fees for subscription and reimbursement, nor the discounts for the fund used in the subscriptions and repayments, nor the sum of both, may be greater than 5% of the value liquidating the units.

5. In investment funds of a financial nature, the depositary's commission may not exceed two per 1,000 annual assets. The Commission shall provide the depositary with the remuneration for carrying out all the tasks assigned to it by the rules, without the funds being able to bear any additional costs where the depositary has delegated to third parties the performance of any of such functions. Exceptionally, and subject to the authorisation of the CNMV, that commission may be higher in the case of depositaries who are primarily responsible for their duties abroad. Independently of this commission, the depositaries may receive from the funds commissions for the settlement of transactions, provided that they are in accordance with the general rules governing the corresponding tariffs.

6. In real estate investment funds, the SGIICs may receive from the funds a management fee, as remuneration for their services, which may not exceed 4% of the equity of the fund or 10% of its results if it is calculated on the basis of (i) these; or 1,50% of the equity and 5% of its results if it is calculated on the basis of both. Where all or part of the management fee is calculated on the basis of the results, it shall apply as set out in paragraph 3 in relation to the form of calculation of the commission.

7. In real estate investment funds, the subscription fee may not exceed 5% of the settlement value of the holding, nor the repayment value of more than 5% of the settlement value of the holding.

8. In real estate investment funds the depositary's commission may not exceed four per 1,000 annual assets of the fund. The Commission shall provide the depositary with the remuneration for carrying out all the tasks assigned to it by the rules, without the funds being able to bear any additional costs where the depositary has delegated to third parties the performance of any of such functions. Exceptionally, and subject to the authorisation of the CNMV, that commission may be higher in the case of depositaries who are primarily responsible for their duties abroad. Independently of this commission, the depositaries may receive from the funds commissions for the settlement of transactions, provided that they are in accordance with the general rules governing the corresponding tariffs.

9. In the case of real estate investment funds, account shall be taken of the fund, at least, the costs of valuation, repairs, rehabilitation and storage of buildings and those relating to the acquisition and sale of immovable property must be paid to a third for the provision of a service.

10. Where an investment fund invests in another IIC which is managed by the same SGIIC or a company belonging to its same group, the management fees accumulated and supported directly or indirectly by its unit-holders shall not exceed the the percentage to which the prospectus of the fund is to be set within the limits of this Article. The percentage of management fees accumulated and indirectly supported by the investment in other IICs, in accordance with the preceding paragraphs, shall be calculated on the basis of the amount actually incurred in relation to the equity invested in these IIC.

Also, this investment fund will not be able to support subscription and reimbursement fees for IICs in which it invests when it is managed by its same SGIIC or by a company belonging to its same group. Those funds which invest a substantial proportion of their assets in other IICs shall include in the information leaflet the maximum level of the management and depositary fees which they may bear directly or indirectly, expressed in percentage of the IIC's assets and the equity invested in these assets.

11. The other expenditure to be incurred by the investment funds shall be expressly provided for in the information leaflet. In any event, such expenditure must be in response to services actually provided to the fund which are essential to the normal development of their activity. Such expenditure may not entail an additional cost for services inherent in the work of its SGIIC or its depositary, which are already paid by their respective commissions, as provided for in the preceding paragraphs of this Article.

12. Likewise, the Minister of Economy and Competitiveness and, with his express rating, the CNMV will dictate the other necessary provisions for the development of this article.

13. Investment funds may support intermediary commissions which incorporate the provision of the financial analysis service on investments, as referred to in Article 63.2.e) of the Law 24/1988 of 28 July, provided that it appears in the Background information leaflet and the following requirements are met:

(a) The analysis service shall constitute original thinking and propose significant conclusions, which are not evident or in the public domain, derived from data analysis or processing.

(b) This service shall be related to the investment fund's investment vocation and to contribute to improving investment decision making.

(c) The annual report of the institution referred to in Article 17 of Law 35/2003 of 4 November shall collect detailed qualitative information for investors to be aware of the existence of costs. derived from the analysis service.

(d) The managers should be provided with procedures for the selection of intermediaries in order to ensure their duty to act for the benefit of the members, to properly manage conflicts of interest that may arise in (a) the costs involved, as well as ensuring the best possible outcome in the execution of the operations. The procedures shall also include a review of the fees paid to intermediaries at least annually.

14. Investment fund trading entities may charge unit-holders who have subscribed to their shares, commissions for the custody and management of the shares, provided that they are included in the prospectus of the IIC and meet the following requirements:

(a) that the shares are represented by certificates and the participants appear in the register of members of the management company identified only by their tax identification number and by the the marketer through which the shares have been acquired and which, as a result, the marketer accredits the ownership of the shares to the investor.

b) That the general requirements for fees and contracts for the provision of investment and ancillary services are met.

c) That the marketer does not belong to the same group as the managing company.

For inclusion in the prospectus of the possibility of collection of such fees in accordance with the preceding paragraph, the application of the provisions of Article 14 of this Regulation shall not be required.

CHAPTER II

Investment companies

Article 6. Concept and minimum number of shareholders.

1. Investment companies are those IICs that take the form of a public limited company and whose social object is the collection of funds, goods or public rights to manage and invest in assets, rights, securities or other instruments, financial or not, provided that the return of the investor is established on the basis of the collective results.

2. Investment companies may be set up by compartments in which two or more compartments are grouped under a single constituent contract and social statutes, which shall be expressly reflected in those documents. Each compartment shall be given a specific name which must necessarily include the name of the investment company. Each compartment shall give rise to the issue of shares or of different series of shares representing the share of the share capital allocated to them.

The share of the share capital attributed to each compartment shall be exclusively liable to the costs, expenses and other obligations expressly attributed to that compartment and to the costs, expenses and obligations that have not been incurred. been allocated to a compartment in the proportional part to be established in the social statutes. The compartments will be individually applicable to all the provisions of Law 35/2003, of 4 November, with the specific features to be established in this regulation. Each compartment or investment company, in the event that it has no compartments, shall have a single investment policy.

In no case can there be financial compartments in IIC of a non-financial nature, or vice versa. Similarly, there may be no compartments with the character of free-investment IIC or IIC of free-investment IIC in those IICs that do not have such a nature.

3. The number of shareholders in an investment company shall not be less than 100.

4. In the case of investment companies by compartments, the minimum number of shareholders in each of the compartments may not be less than 20, without, in any case, the number of total shareholders that are part of the company is less than 100.

5. However, they shall not have to comply with the requirements referred to in the previous paragraphs, those free investment companies governed by Article 73.

6. Companies not formed by the procedures of a successive foundation and a public subscription of shares shall have a one-year period, counted from their registration in the corresponding register of the CNMV, in order to reach the minimum number of shareholders.

7. The shares of an investment company shall also be subject to the provisions of Article 4 (8), (9) and (10). Paragraph 3 of that Article shall also apply to investment companies of variable capital (hereinafter referred to as SICAV) which provide liquidity in accordance with the terms of Article 78. In the case of companies whose shares are admitted to trading on a stock exchange or a market or organised procurement systems, the entity in charge of the registration and custody of their shares shall be responsible for forwarding the status of position as referred to in Article 4 (3), with the frequency specified therein. For the purposes of paragraph 8, the website of the investment company or its Gestora shall be deemed to be a suitable means of dissemination, in addition to those referred to in that paragraph.

Article 7. The administration of society.

1. They shall be the bodies of management and representation of the investment company as determined in their statutes, in accordance with the requirements of the law on public limited liability companies. The investment company shall have a board of directors.

2. Where the social statutes, the general meeting or, by its delegation, are provided for by the management board, the management board may agree that the management of the company's assets, either in its entirety or in a particular part, is entrusted to one or more of the several SGIICs or one or more entities which are entitled to carry out in Spain the investment service provided for in Article 63.1 (d) of Law 24/1988 of 28 July. The eventual agreement must be raised to public deed and be entered in the Commercial Register and in the registration of the CNMV.

The entities referred to in the preceding paragraph may, in turn, delegate the management of the assets whose management would have been entrusted to them in another financial institution in the form and with the requirements set out in Article 98. In the event that this delegation has been imposed by the investment company, which shall be credited by the corresponding agreement of the general meeting of shareholders or, by the express delegation of the shareholders, of the management board, the the entity that delegates shall not be liable to the shareholders for any damages that may arise from such procurement.

3. The agreement referred to in the previous paragraph shall not relieve the management bodies of the company of any of the obligations and responsibilities imposed on them.

4. The system of delegation of tasks set out in Article 98 shall apply to investment companies whose management, administration and representation is not entrusted to an SIIIC.

TITLE II

Common Provisions

CHAPTER I

Activity access and exercise conditions

Article 8. Authorization and registration.

1. Those who intend to create an IIC should:

(a) Obtain from the CNMV the prior authorisation of the draft constitution of the investment fund or, where appropriate, of the investment company.

In the case of investment funds and investment companies that have designated a management company, the CNMV shall notify the authorization within two months of the receipt of the request, or at the time it is complete the required documentation.

In the case of investment companies that have not designated a management company, the CNMV shall notify the authorization within three months of receipt of the request, or at the time the request is completed. required documentation.

However, if five months elapse without express resolution, the application for administrative silence may be deemed to be considered, with the effects provided for in Article 43 of Law No 30/1992 of 26 November 1992. Legal status of public administrations and the common administrative procedure.

When the IIC is going to conduct a management aimed at achieving a concrete objective of profitability and, to this end, it is essential to contract operations prior to the end of the period of initial marketing, it must be specified in the memory provided for in article 10.2 of Law 35/2003, of 4 November, which entity will assume the positions that the IIC will not ultimately contract, to exceed the size necessary to obtain the Profitability considering the equity of the IIC at the end of the initial marketing period which shall be non-renewable and shall not exceed three months.

(b) Constituency, after obtaining the authorisation, an anonymous company or an investment fund, as appropriate. In the case of investment companies, such a constitution shall be made, in any case, by means of public deed and registration in the Commercial Registry. The incorporation of the investment funds by the granting of public deed, as well as its consequent registration in the Commercial Registry, will be of a potential nature.

(c) Register the IIC in the register of the CNMV concerned, as well as proceed with the registration of the information leaflet of the institution which, in the case of IICs by compartments, shall include an annex concerning each compartment. The CNMV shall resolve the application for registration within one month of its receipt or, if applicable, from the time of completion of the required documentation. If the project submitted for registration has been removed from the previously authorized registration, the registration shall be refused by means of a communication to the promoters in which the ends which have been the subject of modification shall be detailed, and the parties concerned shall may amend, within one month, the changes or errors introduced, or expressly request a new authorisation in the terms provided for in this Article, without prejudice to the administrative resources which may be correspond to the legislation in force. No entries shall be made in the relevant records where the date of prior authorisation and the date of application for registration of the CNMV has elapsed more than six months, and the registration of the date of application for registration of the CNMV authorization.

In the case of investment funds, the CNMV may agree in a single act on the institution's authorization and its registration in the corresponding registry of the CNMV. In this case, the application must be accompanied by the constitutive contract, the information leaflet and the data, reports or background information the CNMV may consider necessary. The CNMV shall proceed to the authorization and registration of the IIC in the corresponding registry within two months from the receipt of the application or from the time the required documentation is completed. If two months elapse without the express decision being made, the application for administrative silence may be deemed to be deemed to be, with the effects provided for in Article 43 of Law No 30/1992 of 26 November 1992, of the Legal Regime of the Public administrations and the Common Administrative Procedure.

2. Authorisations may be refused only for the reasons set out in Law 35/2003 of 4 November, in this Regulation and in the other applicable provisions. In no case shall the IIC be granted the authorisation which, in accordance with the terms of its contract, in its management rules or in its statutes, may not market its shares or shares in Spanish territory.

Article 9. Content of the constitutive contract.

1. The contract establishing the investment funds shall necessarily contain:

a) The name of the fund, which must be followed, in any case, by the expression investment fund or the acronym FI, in the case of funds of a financial character, or investment fund property or the acronym FII in the case of the real estate investment funds, or, where appropriate, the corresponding one in accordance with what is established for other special types of investment funds.

b) The object, limited exclusively to the activities referred to in Article 1.1 of Law 35/2003, of 4 November.

c) The equity of the fund at the time of its constitution.

(d) The name and address of the managing company and the depositary, and the data relating to the registration of the management company, when the management company has been authorised in Spain, and the depositary in the Trade Register and in the corresponding registry of the CNMV.

e) The fund management regulation, with the minimum mentions detailed in the following article.

2. The CNMV shall establish the form and time limit for the referral of the contract.

Article 10. Content of the management regulation.

1. The management regulation constitutes the set of rules that, in accordance with the legislation in force at any time, will govern the fund and must contain, in addition to the aspects provided for in Law 35/2003, of 4 November, at least the following specifications:

a) The name of the fund. Where different references are to be used for the purposes of marketing the fund, all of them shall be provided for in the management regulation. In any case, in the case of advertising and in any publication of the fund, in addition to the reference to the marketing effects, the name of the fund shall be included.

b) The declaration, if any, of the possibility of creating compartments.

(c) The name and address of the managing company and the depositary, as well as the data indicating the registration of the two in the Trade Register, in the event that the management company has been authorised in Spain, and the rules for the management, administration and representation of the fund.

d) The requirements for the replacement of the SGIIC and the depositary.

e) The duration of the fund, which may be unlimited.

f) The general investment criteria and the rules for the selection of values.

g) The procedure for the issuance and redemption of the units and assumptions in which the issue or reimbursement may be suspended.

h) The procedure for determining the settlement value and the reimbursement with indication of the method and the frequency of its calculation.

i) The system of subscriptions and reimbursements, with an indication of the means in which they will be carried out, in accordance with the provisions of Article 7.4 of Law 35/2003 of 4 November.

j) The characteristics of the certificates and the representative entries for the units.

k) The requirements and ways to perform the modification of the contract and the regulation.

l) The causes of dissolution of the fund and the rules for its liquidation, indicating the way to distribute in such a case the patrimony among the members of the fund and the advertising requirements that will have to be fulfilled.

m) Where appropriate, the special rights of information on the financial statements of the fund and of the SGIIC to be recognised as members.

2. The CNMV is enabled to determine the time limits and the form of referral of the investment fund management regulation and its amendments.

Article 11. Content of the social statutes of the investment companies.

1. In the social statutes, in addition to the requirements set out in Law 35/2003, of November 4, and in article 23 of the recast of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of July 2, express the following:

(a) The social reason for the company in which the name of the variable capital investment company or the acronym SICAV must necessarily appear in the case of the investment companies of a character financial, or real estate investment company or the acronym SII in the case of the real estate investment companies, or, where appropriate, the corresponding one in accordance with what is established for other types special investment companies.

(b) The social object limited exclusively to the activities listed in Article 1.1 of Law 35/2003 of 4 November.

(c) Social capital, which may not be less than the legally established minimum for each type of investment company, with the expression of the number of shares and, where applicable, of the series in which it is divided and the nominal value of them. In the case of SICAV, the initial capital, which may not be less than that laid down in Article 80, as well as the maximum statutory capital, shall be entered in the case referred to above.

d) A declaration, if any, of the ability to create compartments.

(e) The designation of an authorised warehousekeeper in the case of the SICAV, indicating its name and address, as well as the data identifying its registration in the Trade Register.

f) Whether or not there is the possibility of entrusting the management of the assets of the company to a third party.

g) The general rules or criteria to be adjusted for your investment policy.

h) The prohibition of remunerations or advantages for founders and promoters.

2. The CNMV is enabled to determine the time limits and the form of reference of the social statutes of the investment companies and their modifications.

Article 12. Requirements for access and exercise of the activity and registration in the registry of the CNMV of the investment companies.

1. In accordance with Article 11 (2) (a) of Law 35/2003 of 4 November, the internal control procedures with which investment companies are to be counted will have to include, in particular, a scheme to regulate investment firms. investments in financial instruments of the company.

All these measures must ensure that each transaction related to the entity can be reconstructed according to its origin, the parties involved, its nature and the time and place in which it has been carried out, as well as the the assets of the company are invested in accordance with their statutes and the legal provisions in force.

The CNMV is empowered to lay down the minimum requirements to be met by the internal control and risk management and control systems, as well as the way in which they are to be informed of the existence and functioning of such systems. systems.

2. For the purposes of Article 11 (2) (c) of Law 35/2003 of 4 November, the requirement of business or professional repute shall also be understood as referring to natural persons representing legal persons who are counselors.

3. In accordance with the provisions of Article 11.2.d) of Law 35/2003 of 4 November, it shall be presumed that they have adequate knowledge and experience in matters relating to the securities markets for which they have performed, for a period of not less than three years, functions of senior management, management, control or advice of financial institutions, investment firms, IICs or SGIICs, or functions related to the markets referred to in other public or private entities. In the case of non-financial IICs, the identified experience shall be understood as referring to entities in the field in which they operate.

4. In accordance with the provisions of Article 11.2.e of Law 35/2003 of 4 November, investment companies must include in the rules of procedure a system of personal transactions of directors, directors and employees of the the company and, as the case may be, the system of related transactions established in Law 35/2003 of 4 November.

5. The CNMV is enabled to determine the form, content and timing of the communication of changes in the composition or positions of the board of directors and directors or the like of investment companies.

Article 13. The IIC records of the CNMV.

In the CNMV, the following records related to IICs, SGIICs and depositories shall be carried out with the following sections and subsections:

(a) Registration of harmonised financial investment companies or SICAV.

b) Register of harmonised financial or FI investment funds.

c) Registration of non-harmonised investment companies of a financial character or SICAV.

d) Registration of non-harmonised financial or FI investment funds.

e) Registration of real estate investment companies or SII.

f) Registration of real estate investment funds or FII.

g) Free investment IIC record or IICIL.

h) IIC record of free-investment IIC or IICIICIL.

i) Registration of IIC or SGIIC management companies.

j) IIC depository record.

k) Registration of delegated or sub-managing management entities.

l) Registration of other IICs.

m) Register of significant shareholdings.

n) Registration of brochures, periodic reports, and audits.

n) Registration of foreign IICs marketed in Spain.

o) Registration of foreign management companies operating in Spain.

p) Register of relevant facts.

q) Registration of agents and proxies for SGIIC.

harmonised financial investment companies or harmonised SICAV and investment funds of a harmonised financial or financial character shall be those authorised under Directive 2009 /65/EC of the European Parliament and of the Council. Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (hereinafter referred to as Directive 2009 /65/EC of 13 July 2009). Non-harmonised financial investment companies or non-harmonised SICAV and non-harmonised investment funds or investment funds shall be considered as non-harmonised investment companies or investment funds which are covered by the derogations provided for in Article 72.

Article 14. Amendment of draft constitution, statutes, regulations and brochures.

1. Amendments to the draft constitution, once authorized, in the statutes or in the IIC regulations will be subject to the IIC authorization procedure provided for in Law 35/2003 of 4 November, and in this regulation, with the Following specialties:

(a) Changes to the social statutes and regulations that do not require prior authorization, in accordance with Article 12 of Law 35/2003 of 4 November, shall be included in the report immediate quarterly or subsequent quarterly report, as well as the following annual or annual report. Consideration of little relevance in the case of investment funds may be made simultaneously to their registration in the corresponding register of the CNMV.

(b) Where the amendment of the prospectus is made in connection with the granting or renewal of guarantees to IICs which are or are to be managed for the purpose of achieving a specific objective of profitability, the guarantee of a third party, the information referred to in the second paragraph of Article 8.1.a shall be referred to the CNMV.

(c) In the case of amendments to the management regulations, the registration may be made on its own initiative if the changes are made by regulatory changes or changes in other records of the CNMV.

(d) In the case of statutory amendments, the application for authorisation may be made prior to its approval by the relevant governing bodies of the company.

e) The presentation to the CNMV of the precise documentation for the registration of the modifications mentioned in this article must be carried out within three months, counted from the notification of the prior authorization or of the consideration as being of little relevance. After this period has elapsed without the registration of the amendment being requested, the registration shall be refused and the advertising formalities must be completed again. However, where the amendment has to comply with requirements which require the time-limits for registration in the register of the CNMV, the period of three months may be extended for an additional period of not more than three months. months.

2. Any modification of the regulation of an investment fund requiring prior authorisation shall be published by the CNMV after its authorisation and communicated by the SGIIC to the unit-holders within 10 days of the notification of the investment fund. the authorisation. In such cases, the CNMV will require as a prerequisite for the registration of the modification in its administrative records the accreditation of the compliance of the obligation of communication by certification of the SGIIC and the presentation of a copy of the letter sent to the unit-holders.

When the modification of the management regulation or, where appropriate, of the prospectus or document with the fundamental data for the investor, implies a substantial change in the investment policy or the distribution policy of the results, the replacement of the managing company or the depositary, the delegation of the management of the institution's portfolio to another entity, the change of control of the management company or the depositary, the transformation, merger or division of the fund or the compartment, establishment or elevation of commissions, establishment, elevation or elimination of discounts in favour of the fund to be used in subscriptions and repayments, changes in the frequency of the calculation of the liquidative value or the transformation into an IIC by compartments or compartments of other IICs, shall be communicated to the unit-holders prior to their entry into force, at least 30 calendar days in advance. Amendments relating to the replacement of the depositary as a result of oversold or subject to the verification of other bodies, may be immediately registered with the CNMV provided that it is complied with. the obligation of the management company to communicate this change to the unit-holders. The entry into force of those amendments shall take place at the time of registration of the amendment of the management regulation or, where appropriate, of the updating of the explanatory prospectus or the document with the key investor information. The change of control of the SGIIC and the depositary, once carried out and communicated to the CNMV, shall be communicated to the members within ten days.

The following changes in investment policy shall not be considered to be substantial: (i) those designed to adjust the credit quality of the fixed income assets to the solvency rating as in each has the Kingdom of Spain, (ii) the changes in duration which are intended to comply with the categories established by the CNMV and (iii) changes due to changes in the applicable rules. In any event, such changes may not undermine the purpose and vocation of the investment fund.

Whenever there is a commission of reimbursement or expenses or discounts associated with it, the unit-holders may choose within 30 calendar days from the referral of the communications to the unit-holders, for the reimbursement or the transfer of their shares, in whole or in part, without deduction of a reimbursement fee or any expense, for the settlement value corresponding to the date of the last day of the 30 calendar days of information.

Equally, the unit-holders whose investment policy is based on investment in a single financial IIC in accordance with Articles 54 and following shall have the same right of information or, where applicable, separation, within the same time limits, where the IIC constituting the sole object of its investment policy experiences any of the amendments referred to in the second subparagraph of this paragraph.

If the reimbursements requested reach a total amount equal to or greater than 50% of the equity of the fund, it may be dissolved in the terms of Article 24 of Law 35/2003 of 4 November, and in Article 35 of this regulation.

Where the amendment does not affect the entire investment fund but only one or more compartments, the communications and, where appropriate, the exercise of the right of separation shall be understood solely and exclusively to the affected members of those compartments.

The Minister of Economy and Competitiveness is enabled and, with his express rating, the CNMV to clarify and develop the assumptions of amendments to the management regulations or the prospectus that give the right of separation to the share of the investment funds.

In accordance with the provisions of Article 12.2 of Law 35/2003 of 4 November, there shall be no right of separation or right of information prior to registration within 30 calendar days, in the case of replacement of the managing company or the depositary, provided that the replacement entity is of the same group and a continuity in the management of the fund is established at the time of the application for the authorisation provided for in this paragraph.

However, the CNMV may, however, establish that the unit-holders have the right to individual information, in such modifications as it considers to be of particular relevance.

Article 15. Creation and modification of compartments.

1. The creation of new compartments or the modification of existing compartments in investment funds shall be authorised by the CNMV in accordance with the provisions of the previous Article in accordance with the following specialties:

(a) The time limit for the authorisation shall be two months from the receipt of the application or at the time of completion of the required documentation. If two months elapse without the express decision being made, the application for administrative silence may be deemed to be deemed to be, with the effects provided for in Article 43 of Law No 30/1992 of 26 November 1992, of the Legal Regime of the Public administrations and the Common Administrative Procedure.

(b) The application must be accompanied by the updated prospectus and, in the case of funds which do not expressly provide for the possibility of constituting compartments, of the corresponding proposal for amendment of the management regulations.

2. The creation of new compartments or the modification of existing ones in investment companies will be governed by the provisions of the previous paragraph and, in any case, the request for the corresponding proposal for the modification of the corresponding social agreement.

The agreement to create new compartments shall be adopted by the general meeting of the company or by the board of directors when it has been expressly delegated to it. The delegation shall be temporary and its duration may not exceed 18 months in any case. Only representative shares of the maximum statutory capital that are not subscribed at the time of the adoption of the agreement may be attached to the new compartment.

The compartment shall be constituted by the effective subscription and disbursement of the minimum number of shares provided for in the social agreement, the nominal value of which shall be at least equivalent to the minimum required capital figure. in this regulation. The constitution shall be communicated to the CNMV for constancy in the relevant register.

The modification of existing compartments, their integration with another or others or their deletion may be agreed by the general meeting or the board of directors in the terms indicated above.

The modification of the existing compartments will require the agreement of the majority of the shareholders concerned, adopted by special meeting or through separate vote in the general meeting, with the requirements laid down in the Chapter I of Title VIII of the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July.

Article 16. Revocation of the authorization.

1. In accordance with the provisions of Article 13.1.a), second paragraph, of Law 35/2003 of 4 November, where due to circumstances of the market or the obligation to comply with Law 35/2003 of 4 November, or the requirements of the text recast of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010, of 2 July, the equity or number of members of a fund, or one of its compartments, or the capital or the number of shareholders of a company investment, or one of its compartments, shall be reduced from the minima laid down in this Regulation; institutions shall enjoy the one-year period during which they may continue to operate as such.

Within that period, they must either lead to the permanent reconstitution of the capital or assets and the number of shareholders or members, either to decide their dissolution or, in the case of companies, to give up the authorisation granted and to request the exclusion of the administrative register corresponding to the subsequent statutory amendments and its activity. After the one year period, the registration in the administrative registers shall be cancelled if such registration is in the alternative, unless the capital or equity or the number of shareholders or the number of shareholders has been reestablished within that period. partakers. The cancellation in the administrative register of the investment fund shall entail its automatic dissolution and shall be wound up in accordance with the provisions of Article 24 of Law 35/2003 of 4 November and Article 35 of this regulation.

2. For the purposes of Article 13.1.c) of Law 35/2003 of 4 November, the voluntary waiver of investment companies shall require the express agreement of the general meeting of shareholders, adopted by the majority required for the amendment of its statutes.

Article 17. Suspension of the authorisation of investment companies.

The duration of the suspension, agreed pursuant to Article 13.2 of Law 35/2003, of 4 November, may not exceed one year, which may be extended by another year, except in the case of a penalty in accordance with the provisions of Article 13 (2) of Law 35/2003. provided for in Articles 85 and 86 of Law 35/2003 of 4 November.

Article 18. Naming reservation.

1. The following denominations and their acronyms shall be proprietary to the IICs registered in the corresponding records of the CNMV:

a) Collective investment institution and its acronym IIC.

b) Financial character investment fund and its acronym FI.

c) Variable Capital Investment Company and its acronym SICAV.

d) Free investment IIC and its acronym IICIL.

e) Free Investment Company and its SIL.

f) Free Investment Fund and its acronym FIL.

g) IIC of free investment IIC and its acronym IICIICIL.

h) Real estate investment company and its acronym SII.

i) Real estate investment fund and its acronym FII.

j) Listed investment fund and its FI listed.

k) Listed index variable capital investment company and its acronym SICAV quoted index.

2. The IICs covered by this Regulation shall include in their social reason the literal name corresponding to them from those mentioned above or, if they prefer, include the literal abbreviation of the name.

3. Any person or entity not listed in the records of the CNMV may use the names referred to in the previous paragraph of this Article or any other expression that leads to confusion with them.

Article 19. Information requirement of the CNMV.

The CNMV will publish and keep updated on its website the normative provisions regarding the constitution and the functioning of IICs that incorporate Directive 2009 /65/EC, of July 13, into the legal system Spanish. This information will be at least in a language customary in the field of international finance.

CHAPTER II

Cross-border marketing of IIC shares and units

Article 20. Marketing in Spain of shares and units of foreign IIC.

1. The placing on the market in Spain of the shares and units of IICs authorised in another Member State of the European Union in accordance with Directive 2009 /65/EC of 13 July 2009 shall be carried out through the authorised intermediaries and in the conditions laid down in Law 35/2003 of 4 November, and in Law 24/1988 of 28 July. Similarly, the provisions of Commission Regulation (EU) No 584/2010 of 1 July 2010 laying down detailed rules for the implementation of Directive 2009 /65/EC of 13 July 2010 on the form and the use of the content of the notification letter and the standard UCITS certificate, the use of electronic communication between the competent authorities for the purposes of notification, the procedures for on-the-spot checks and investigations and the use of exchange of information between competent authorities (hereinafter referred to as Regulation (EU) No 584/2010). The existing rules on capital movements will also apply. The number with which the IIC is registered must be reflected in any document and publicity of the IIC that is disseminated in Spain. In any event, the IIC may use in its name the same reference to its legal form as in the Member State where it has been authorised.

The obligations laid down in Article 15.1.bis of Law 35/2003 of 4 November shall apply to any change in the information and documentation referred to in that Article and shall be fulfilled in the terms of the established in the regulations for the development of this regulation.

The compliance by IICs authorised in another Member State of the European Union of the obligations laid down in the second paragraph of Article 15.1.b of Law 35/2003 of 4 November may be met by e-mail sent to the e-mail address indicated by the CNMV informing the site where the updated documentation can be obtained in electronic form.

2. The placing on the market in Spain of the shares and units of IICs authorised in other Member States of the European Union not subject to Directive 2009 /65/EC of 13 July and of IICs authorised in non-EU Member States European will require the IIC to be expressly authorized for this purpose by the CNMV in accordance with the provisions of Law 35/2003, of 4 November, and that it is registered in the existing register to this effect in the CNMV. The number with which the IIC is registered shall be reflected in any document and publicity of the IIC that is disseminated in Spain.

3. The CNMV may require the intermediary to carry out in Spain the marketing of foreign IIC periodic information for statistical purposes on IICs placed on the market in Spanish territory, as well as any other necessary information for the fulfilment of its supervisory obligations under Law 35/2003 of 4 November, and to this Regulation.

4. The CNMV may determine the form, time and content of the information to be sent to the CNMV and to the investors concerning the marketing in Spain of foreign IIC. Once the foreign IIC is registered, the information may be sent directly by the foreign IIC or its management company or by the trading entity or legal person it designates.

5. The CNMV shall publish, at least in a language customary in the field of international finance, and update on its website the following information:

(a) The concept of marketing for the purposes of the provisions of Law 35/2003 of 4 November.

(b) The requirements regarding the content, format and form of presentation of commercial promotion communications, including all warnings and restrictions on the use of certain terms or conditions expressions.

(c) Where appropriate, the additional information to be communicated to investors not provided for in Directive 2009 /65/EC of 13 July.

(d) Specification, if applicable, of any exemption from the rules or requirements relating to the marketing provisions applicable to certain IICs, certain classes of shares or units or certain categories of investors.

(e) The requirements for notification or transmission of information to the CNMV, and the procedure for the submission of updated versions of the required documents.

(f) The fees or other amounts to be paid to any public body in Spain, either when the marketing is initiated, or at regular intervals.

g) Requirements in relation to the obligation imposed by the last paragraph of Article 15.1 of Law 35/2003 of 4 November.

(h) The conditions for the completion in Spain of the placing on the market of shares or shares of an IIC authorised in another Member State of the European Union.

i) The detailed content of the information to be included in Part B of the notification letter referred to in Article 1 of Regulation (EU) No 584/2010.

j) The e-mail address through which the IIC authorized in another Member State that markets in Spain shall comply with the obligations laid down in the second paragraph of Article 15.1.ter of Law 35/2003, of 4 November.

The CNMV will provide such information in a descriptive manner, or a combination of description and references or links to relevant documents.

Article 21. Marketing of Spanish IIC shares and shares abroad.

1. The Spanish IICs which intend to market their shares or units within the European Union in accordance with the provisions of Directive 2009 /65/EC of 13 July 2009 shall comply with the provisions of Article 16 of Law 35/2003, 4 November, without prejudice to the provisions of the rules on capital movements. In any case, they may use in their denomination the same reference to their legal form as in Spain.

The marketing of these IICs will also be applicable to the provisions of Regulation (EU) No 584/2010.

IICs shall keep an electronic copy, in electronic form of common use, of the documents referred to in the second paragraph of Article 16.1 of Law 35/2003, of 4 November, on their website, that of their management company or in another that indicates the IIC in the notification letter referred to in the first paragraph of Article 16.1 of Law 35/2003 of 4 November, or in any update thereof.

IICs shall communicate to the competent authorities of the host Member State the website on which the documents referred to in the preceding paragraph shall be published in order to confirm that they have access to that website.

The compliance by the IICs of the obligations set out in the first and second paragraphs of Article 16 (2) of Law 35/2003, of 4 November, may be carried out by e-mail sent to the the address indicated by the relevant competent authority. Such mail shall describe the update or modification entered or attach a new version of the relevant documentation in a common electronic format.

2. The shares or units of Spanish IICs may be marketed in other countries through the legally qualified entities in these countries to carry out the marketing activity.

Marketing must meet the following requirements:

(a) In the register of shareholders or members of the Spanish IIC, shareholders or members who are channeled through the trading entity shall be included in the name of the market entity, on behalf of their clients.

(b) The trading entity shall communicate, in accordance with the frequency with which the IIC addresses the subscription or acquisition and the repayment or transmission of its shares or shares, to the Spanish IIC or, where appropriate, to the corresponding SGIIC the balance of subscriptions and refunds or transmissions produced, and will pay or request the payment of the difference. At the same frequency and for the purposes of determining the minimum number of shareholders or members of the IIC, it shall inform the Spanish IIC or, as appropriate, the corresponding SGIIC the number of shareholders or members of the IIC through she.

(c) In the contracts to be concluded between the Spanish IIC, or the SGIIC where appropriate, and the marketer must establish that it is the one to which it refers, or make available to the shareholders or members channeled through it, information documents which, in accordance with applicable law, are entitled to receive.

d) In these contracts, it must be established that the market is the one that sends to the CNMV all the information, in relation to the shareholders or members of the IIC channeled through that, which, according to the regulations Spain must refer the SGIIC to that authority.

Spanish residents will not be able to be shareholders or members of IIC Spanish through foreign marketers.

The marketing contract must necessarily include a clause establishing its resolution in the event of non-compliance with the obligations laid down in this provision by the trading entity. The marketing contract shall be without effect from the moment when the management company or the investment company is aware of any means of such non-compliance.

3. The CNMV shall inform the European Commission and the European Securities and Markets Authority of the general difficulties encountered by the harmonised Spanish IICs in order to market their shares or units in a non-member State. European Union.

CHAPTER III

Information, Advertising, and Accounting

Article 22. IIC reporting obligations.

The SGIIC, for each of the investment funds it manages, and investment companies shall publish for dissemination among unit-holders, shareholders and the general public a prospectus, a document with the data The Committee of the European Economic and Economic Committee (rapporteur)-Mr President-in-Office of the Council.-(PT) Mr President, I would like to make a statement on the subject of the report. heritage and the prospects of the institution, in particular the inherent risks involved, as well as the compliance with the applicable rules.

At all times, IICs must be in a position to prove that they have complied with the reporting obligations set out in the previous paragraph. The CNMV shall determine the manner in which compliance with these obligations is to be established.

The Minister of Economy and Competitiveness and the CNMV will be able to obtain from the institutions regulated in this regulation the additional information they deem necessary in order to exercise their respective competences. In particular, the CNMV may establish, in general, the obligation to send it periodically information regarding compliance with the limitations to its investments in accordance with the provisions of Law 35/2003 of 4 November, and in this Regulation. Also, the CNMV is enabled to determine the form, content and deadlines for the referral of all the information contained in this article.

Article 23. Brochure.

1. The prospectus, in addition to the statutes or management rules to be incorporated as an annex, shall contain the following:

(a) The identification of the IIC, the depositary and, where appropriate, the manager and the sponsor.

(b) The date of incorporation of the IIC and the manager, as well as its duration if it is limited, and the indication of the data identifying the investment company's registration in the Mercantile Register.

c) The indication of other IICs managed by the management company, if any.

(d) A statement indicating that the last annual report and the quarterly report published may be obtained free of charge, upon request, prior to the conclusion of the contract and that, after the conclusion of the contract, the Successive annual and half-yearly reports shall be obtained free of charge, unless expressly waived; in addition, the quarterly report may be obtained upon request. The date of incorporation of the prospectus in the registration of the CNMV, the place where the public IIC documents and a point of contact are made available, shall also be indicated in order to obtain further clarifications.

e) The indication, where appropriate, of the existence of classes of shares or series of shares, as well as of the applicable regime.

(f) In the case of IICs by compartments, the indication of this end, as well as the manner in which the shareholders or, where applicable, the unit-holders may pass from one to the other and the fees that would be applicable in this case.

g) The relevant indication for the shareholder or shareholder on the tax regime applicable to the IIC and the shareholder or shareholder itself, including a reference to any holds.

h) The date of the closing of the IIC annual accounts.

i) The identity of the auditors.

(j) The identity and functions in the investment company, and in the management company, of the members of the administrative, management and control bodies. Also, a mention of the main activities carried out by these persons outside the society or the management company when they are significant in relation to them.

k) The indication of the social capital of the investment company and the management company.

(l) The indication, where appropriate, of the markets or systems in which the units or shares are or are traded.

m) A description of the investment objectives of the IIC or, as the case may be, of each of the compartments, including the benchmark, if any, and the financial and profitability objectives with particular reference to when In the case of an IIC, a management shall be carried out to achieve a specific objective of profitability that is guaranteed by a third party; those of the investment policy and its limits, an assessment of the risk profile, as well as the techniques, instruments and possibilities of indebtedness which may be used in the management of IIC.

The IIC investment policy, in the case of IIC by compartments, should refer to each compartment. In the case of financial IIC, the prospectus shall contain the following details:

1. Indication of the categories of financial assets that IIC can invest in.

2. It shall be indicated whether transactions with derivative instruments are permitted, including in this case a statement to determine whether the investment is for hedging purposes or for compliance with investment objectives or possible impact of the use of the derivative instruments on the risk profile and the degree of leverage.

3. It shall be clearly stated in the prospectus when the IIC invests primarily in categories of assets other than those laid down in Article 30.1.a) and (b) of Law 35/2003 of 4 November, or reproduces an index stock or fixed income.

4. The prospectus shall expressly state those cases where the liquidative value of the IIC may present a high volatility due to the composition of its portfolio or the techniques used for portfolio management.

n) Special investment plans offered to investors, with specifications of their characteristics in terms of minimum contributions and their review, duration of the plan, amount of fees to be paid by the subscribers to the plans, notice rules for their cancellation by the investor, causes of termination by the SGIIC or the investment company, guarantees to be obtained from financial institutions, special rules of information and other circumstances of the plans.

n) Commercial information, indicating the way to acquire or subscribe and sell or repay the units or shares; where appropriate, the maximum volume, which may be achieved by the total number of shares or shares owned by the same investor; the date and form of distribution of the dividends of the units or shares where applicable; identification of the settlement value applicable to subscriptions and repayments and the indication of the daily limit time for the acceptance of orders subscription and redemption of shares or purchase and sale of shares; and frequency the publication of the liquidative value and place or form in which it may be consulted.

o) Information about advisory societies, including external investment advisors, who will always act under contract. The name of the company or, where appropriate, the identity of the consultant and the terms of the contract which may be of interest to the members or shareholders shall be indicated. In any case, it should be noted that the costs of counselling will be borne by the IIC management company.

p) The profile of the type of investor to which the IIC is addressed.

q) Inclusion of all possible expenses and commissions, distinguishing between those who are to be paid by the shareholder or shareholder of those who are paid out of the IIC assets. In particular, they must be set out in the prospectus: the maximum fees and the actual charges inherent in the sale, subscription, repurchase or redemption of shares or shares; the discounts to be used for such transactions; and the entity benefiting from its recovery; the fixing of the way in which the management fee and the commission of deposit are to be calculated. Additionally, a current expense indicator will be included.

r) Historical evolution of IIC.

2. The prospectus for structured IICs, taking as a definition of structured IIC the one contained in Article 36 (1) of Regulation (EU) No 583/2010 of the Commission of 1 July 2010 laying down detailed rules for implementing the IIC Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 on data relating to the investor and the conditions to be fulfilled when such data are provided or the prospectus on a durable medium or through a website shall not include the historical evolution of profitability, which will be replaced by the presentation of profitability scenarios to Those referred to in that Article.

Article 24. Powers of the CNMV with respect to the prospectus.

1. The CNMV shall determine the content and the way of presenting the information leaflet and may establish specialties where necessary depending on the class, type or category to which the IIC belongs. The CNMV shall establish the elements of the prospectus that are considered essential and require prior registration and, in the case of funds, after verification for entry into force. Where the essential elements of the prospectus are modified, they shall be updated.

2. The CNMV may also require the inclusion in the prospectus of any additional information, warnings or explanations it deems necessary for the appropriate information and protection of investors and market transparency.

Article 25. Document with key investor data.

1. The document containing the key investor information shall include information on the essential characteristics of the IIC and shall be governed by the provisions of Law 35/2003 of 4 November and Regulation (EU) No 583/2010 of the Commission, of 1 July 2010. The terms "Key investor data" shall be prominently displayed, at the top of the first page of the document in Spanish or in another language accepted by the CNMV.

In the case of IIC that meet the requirements of Directive 2009 /65/EC, of July 13, the document with the fundamental data for the investor will be used without alterations or additions, save made of its translation, in all Member States in which the IIC markets its units or shares.

2. The CNMV shall determine the content and the way to present the document with the key investor information and may establish, for IICs that do not comply with the requirements of Directive 2009 /65/EC, of 13 July, depending on the class, type or category to which the IIC belongs, the specialities which are necessary in relation to the provisions of Regulation (EU) No 583/2010 of the Commission of 1 July 2010 in relation to the document with the key investor information of these IICs.

3. It shall apply to the document with the key investor information as set out in Articles 23 and 24 of this Regulation in relation to the determination of the essential elements and their modification.

Article 26. Annual report.

1. The annual report, in addition to the provisions of Article 17 of Law 35/2003 of 4 November, shall contain the following:

(a) Information on the state of the estate, indicating the total assets, liabilities and net worth.

b) The number of shares or shares outstanding.

c) Net equity value by share or share.

(d) The securities portfolio, in accordance with the criteria established by the CNMV, taking into account the IIC's investment policy, as a percentage of the net asset, and with an indication, for each of the securities (a) of its share of the total assets of the IIC. Movements in the composition of the portfolio during the reference period shall also be reported.

e) Indication of the results generated in the IIC assets in the reference period, using the following data: investment income, other income, management costs, deposit costs, other charges, fees and charges taxes, net income, distributed and reinvested income, increase or decrease in the capital account, capital gains or losses of investments and any other changes affecting the assets and commitments of the IIC.

(f) Comparative table relating to the last three financial years and including, for each financial year, the liquidative value and the net worth of equity or share.

g) Indication of the amount of commitments arising from contracted derivative instruments.

h) Indication of all IIC expenses expressed in terms of percentage of the equity of the fund or, where applicable, the capital of the company.

i) The number of members or shareholders of the IIC and, where applicable, of each compartment.

2. The CNMV may provide that other general or specific information and warnings to be included in the annual report as required, if it considers it necessary. The CNMV shall also establish the form and time limit for the referral of the annual report.

Article 27. Semi-annual and quarterly report.

The semi-annual and quarterly reports shall contain information on the aspects referred to in the previous article, in accordance with the standard models referred to in Article 17.6 of Law 35/2003 of 4 November. The CNMV shall establish the form and time limit for the referral of the half-yearly and quarterly reports.

Article 28. Periodic reporting of non-financial IICs.

Without prejudice to the provisions of the two preceding Articles, the CNMV may determine the specialties applicable to the content of the annual, semi-annual and quarterly reports of non-financial IICs.

Article 29. Publication of periodic reports.

Annual, semi-annual and quarterly reports shall be published and delivered to unit-holders in accordance with the provisions of Article 18.2 of Law 35/2003 of 4 November, in the month following the end of the period of reference.

The publication of the audited annual accounts shall be carried out separately from the annual report within four months of the end of the reference period and shall be delivered to the unit-holders within the following month. to be drawn up.

Article 30. Relevant facts.

1. The IICs must make public any specific facts relevant to the situation or the development of the institution, through its immediate communication to the CNMV, subsequent dissemination by this and inclusion in the quarterly and annual report or immediate semi-annual A person whose knowledge may affect an investor reasonably to acquire or transmit the shares or units of the institution and therefore be able to influence in a manner relevant to the institution shall be considered to be specifically relevant to the institution. sensitive in its liquidative value and in particular:

(a) Any reduction in the capital in circulation of investment companies that represents a change of more than 20% of that.

(b) Any reimbursement in investment funds that represents a decrease of more than 20% of the equity.

For the purposes of calculating the percentages set out in this second paragraph and in the preceding paragraph, the reductions or repayments made in a single act shall be taken into account. However, where the limits are reached through successive capital reductions or reimbursements requested by the same participant or by several members belonging to the same group within a period of two months, it shall also be considered as a fact. relevant the set of capital reductions or reimbursements.

(c) Any borrowing operation, from the moment it implies that the obligations towards third parties exceed 5% of the IIC's assets.

d) The replacement of the SGIIC or the depositary of investment funds, as well as the changes that occur in the control of the investment funds.

In the case of replacement of the SGIIC or the depositary, the communication to the CNMV shall be understood when the replacement is authorised.

e) All decisions that result in the obligation to update the essential elements of the information booklet.

2. The CNMV is enabled to determine the form, content, and deadlines of relevant fact.

Article 31. Significant shareholdings.

Investment companies or, as the case may be, their management companies and the SGIIC of the investment funds shall report to the CNMV on a quarterly basis during the month following the end of that period and by means of electronic, the identity of the shareholders or unit-holders which in itself or by person, in the latter case provided that the SGIIC has knowledge of this circumstance in accordance with the rules applicable to the entities operating in the securities markets in relation to the identification of customers, reach, exceed or decrease from the the following percentages of participation in the company or in the fund: 20, 40, 60, 80 or 100 per cent. The obligation to report shall be incurred as a result of transactions in the acquisition, subscription, redemption or transfer of shares or units or of changes in the capital of the company or in the equity of the fund, even where such transactions have been carried out by a number of unit-holders or shareholders with a decision-making unit.

Investors shall communicate to the management company or the investment company the information necessary to ensure that they, in turn, duly inform the CNMV.

The failure to comply with the obligation referred to in this article shall be sanctioned in accordance with the provisions of Law 35/2003 of 4 November.

The Minister of Economy and Competitiveness and, with his express rating, the CNMV will be able to modify the percentages provided for in the first paragraph, to establish the information that must be made public and to dictate the norms of development precise for the proper application of the provisions of this article.

Article 32. Distribution of results.

1. In the case of investment funds, the results shall be the result of deducting from all the returns obtained by the fund the SGIIC commission and the other expenses provided for in the prospectus.

For investment companies, the determination of the results will be done in the form provided for in the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July, and in the the statutes of the company, in so far as it does not object to Law 35/2003 of 4 November.

2. For the purposes of determining the value or cost price of the listed assets, the weighted average cost systems or the identification of items may be used, in accordance with the provisions of the fund rules or the agreed upon, in their case, by the general meeting of the company, and the chosen system will be maintained throughout, at least, three full exercises.

3. The rules of the fund shall lay down the periods of distribution of the results and, where appropriate, the form of their distribution. In the case of companies, the results of the exercise will be distributed in accordance with the provisions of the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July, and in the statutes of the society, in which the regulatory legislation of IICs is not opposed.

4. For the purposes of the distribution of results, capital returns may be distributed on the basis of transferable securities and financial assets, capital gains made and capital increases not always carried out. which have been recognised as a result of the present financial year and there is sufficient liquidity to make the reported distributions and repayments, where appropriate, avoiding potential conflicts of interest, all within the framework of the the management's obligation to ensure adequate liquidity management of the IICs.

Article 33. Annual accounts.

1. The SGIIC of investment funds and the managers of the investment company shall, within the first three months of each financial year, formulate the annual accounts of the funds and the companies referred to in the preceding financial year.

2. In the case of investment funds, the formulation and approval of their annual accounts shall be the responsibility of the management board of their SGIIC.

3. In the case of companies and investment funds by compartments, companies and funds shall keep separate accounts in their accounts which differentiate between the revenue and expenditure strictly attributable to each compartment, without prejudice to the oneness of the accounts.

4. Within the first four months of each financial year, the SGIICs and the investment companies shall submit to the CNMV the above accounting documents, together with the audit report.

5. The financial year for companies and for investment funds shall be the calendar year.

6. The Minister of Economy and Competitiveness and, with his express rating, the CNMV will dictate the necessary provisions for the development of the precepts contained in this article.

Article 34. Audit of IIC accounts.

1. The annual accounts of the IICs shall be audited, which shall be carried out in accordance with the provisions of the first provision of Royal Decree 1/2011 of 1 July 2011 approving the recast text of the Audit of Accounts Act. The review and verification of its accounting documents shall be carried out in accordance with the provisions of the regulatory standards for auditing of accounts.

In the case of companies and funds by compartments, the audit of accounts shall refer to each of the compartments.

2. The auditors shall be appointed by the general meeting of the investment company or by the management board of the SGIIC of the investment funds. The appointment of auditors shall be carried out before the end of the financial year in which they are audited and shall fall to one of the persons or entities referred to in Article 7 of the recast of the Audit of Accounts Act, approved by Royal Decree Legislative 1/2011 of 1 July.

3. In all that is not provided for in this regulation, specific rules on auditing of accounts will be available.

CHAPTER IV

Rules on dissolution, settlement, transformation, merger and division of collective investment institutions

Article 35. Dissolution and settlement of investment funds.

1. The reasons for the dissolution of the fund shall be the fulfilment of the period laid down in the contract of incorporation, the agreement of the SGIIC and the depositary when the fund was established for an indefinite period of time and the others provided for in Law 35/2003, 4 November, in this regulation and in its implementing rules, as well as in the fund management regulation.

2. The dissolution agreement shall be adopted by common agreement by the SGIIC and the depositary, except in the case of dissolution by the end of the SGIIC; in that case, it shall be adopted only by the depositary. The dissolution agreement shall be communicated immediately as relevant to the CNMV, and to the unit-holders.

3. Once the fund has been dissolved, the settlement period shall be opened and the right of redemption and subscription of shares shall be suspended. The SGIIC shall, with the tender of the depositary, act as liquidator and shall proceed with the utmost diligence and in the shortest possible time to dispose of the securities and assets of the fund and to satisfy and receive the claims. Once these operations have been carried out, they shall draw up the relevant financial statements and determine the share corresponding to each participant.

In relation to the claims to be satisfied, the outstanding repayments requested by the unit-holders, the applicable settlement value of which relates to an earlier date, shall be considered as the fund's creditor balances. to the publication of the dissolution agreement.

Before the preparation of the financial statements, the liquidator may distribute the cash obtained in the disposal of the securities and assets of the fund, in terms of settlement, in a proportional manner among all the unit-holders, provided that all creditors have been satisfied or have entered the amount of their claims due. When there are unexpired credits, the payment will be pre-secured.

Financial statements should be verified in the form provided for in Law 35/2003 of November 4, and in this regulation. The balance sheet and the profit and loss account shall be published in one of the newspapers with the highest circulation in the place where the SGIIC is domiciled. In accordance with the seventh transitional provision of Law 35/2003, and 4 November, the publication in the press may be replaced by the publication on the website of its management company or, where appropriate, in that of the investment company, in addition to publish the relevant relevant fact, which will be included in the immediate periodic report for your information to the participants.

After the period of one month from the date of its publication without any complaints, the distribution of the assets among the unit-holders shall be carried out. The non-claimed fees within three months shall be entered in deposit in the General Deposit Box and shall be made available to their rightful owners.

In the event that there have been complaints, the judge or the competent court will be at the disposal of the proceedings and the parties may be able to make deliveries to the unit-holders as a provisional settlement.

Once the total distribution of the assets has been made, the SGIIC and the depositary shall request the cancellation of the seats relating to the fund in the registration of the CNMV that corresponds to and, if applicable, in the Commercial Registry.

4. The dissolution of one or more compartments of a fund shall be governed by the provisions of the preceding paragraphs. For such purposes, references to the fund shall be construed as being made to the compartment.

5. The CNMV is enabled to exonerate the presentation of certain documentation because of its limited relevance, when it is justified by the non-existence of investors other than the Gestora Company itself, the depositary, or other entities in its group. economic, provided that it is deemed unnecessary for not providing any protection to IIC unit-holders.

Article 36. Mergers.

1. A merger shall be considered as a whole operation whereby:

a) One or more IIC or IIC investment compartments, IIC merged onwards, transfer to another existing IIC or a compartment thereof, IIC would benefit from, as a consequence and at the time of its dissolution without liquidation, the whole of its assets, assets and liabilities, by entrustment to its members or shareholders of shares or shares of the IIC beneficiary and, where appropriate, of a cash compensation not exceeding 10% of the the liquidative value of such holdings or shares.

(b) Two or more IICs or IIC investment compartments, the merged IICs, transfer to an IIC constituted by them or an investment compartment thereof, the IIC would benefit, as a consequence and at the time of its dissolution without liquidation, the whole of its assets, assets and liabilities, by entrustment to its members or shareholders of shares or shares of the IIC beneficiary and, where appropriate, of a cash compensation not exceeding 10% of the the liquidative value of such holdings or shares.

(c) One or more IICs or IIC investment compartments, the merged IICs, which shall continue to exist until the liability is extinguished, transfer their net assets to another investment compartment of the same IIC, to an IIC of which is part, to another existing IIC or to an investment compartment of the same, the IIC would benefit.

2. The regulations provided for in Law 35/2003 of 4 November and this regulation will apply to IIC mergers authorized in Spain and mergers in which at least one IIC is authorized in Spain and another authorized in other States. Members of the European Union in accordance with Directive 2009 /65/EC of 13 July.

Article 37. Authorisation of mergers where at least one of the merged IICs has been authorised in Spain.

1. This article will apply:

(a) To cross-border mergers where at least one merged IIC has been authorised in Spain.

(b) to Spanish IIC mergers where at least one of them has been notified to market its shares or shares in another Member State of the European Union, in accordance with Article 16 of Law 35/2003 of 4 November.

(c) To Spanish IIC mergers that are not listed in (a) and (b) above.

2. Merger operations shall be subject to prior authorisation of the CNMV where at least one of the IICs merged has been authorised in Spain.

3. The merged IICs authorised in Spain shall provide the CNMV with the following information:

(a) The common project of the proposed merger, duly approved by the merged IICs and the beneficiary IIC.

(b) An updated version of the prospectus and the document with the key data for the investor of the IIC beneficiary, if it is authorised in another Member State of the European Union.

(c) A statement made by each of the depositaries of the merged IICs and the beneficiary IIC in which they confirm that they have carried out the verification referred to in Article 40. In the IIC mergers referred to in point (c) of Article 37 (1), this declaration shall be understood as being the signature of the depositary of the draft terms of merger.

d) Information on the expected merger that the merged IICs and the IIC would benefit from making it easier for their respective shareholders or shareholders.

This information shall be provided at least in Spanish and in one of the official languages of the Member State where the beneficiary IIC has been authorised, if it has been authorised in another Member State of the European Union, or in a the language admitted by the CNMV and the relevant competent authorities.

4. Where the file is complete, the CNMV shall immediately transmit copies of the information referred to in the preceding paragraph to the competent authorities of the Member State of origin of the beneficiary IIC, if it has been authorised in another Member State of the European Union.

5. The CNMV will analyse the possible impact of the proposed merger on the unit-holders or shareholders of the merged IICs that have been authorised in Spain, and on those of the IIC beneficiary if it has been authorised in Spain, in order to assess whether it has been providing appropriate information to members or shareholders.

The CNMV may require, in writing, to clarify the information intended for the members or shareholders of the merged IICs that have been authorised in Spain.

In the event that the IIC beneficiary has been authorised in Spain, the CNMV may require in writing and within 15 working days following receipt of copies of all the information referred to in paragraph 2 or the receipt of the complete file by the competent authority of a merged IIC which has not been authorised in Spain, which the IIC would benefit from the information intended for the members or shareholders of the IIC. In such a case, if any merged IIC has not been authorised in Spain, the CNMV shall express its disagreement to its competent authorities and shall inform them thereafter within 20 working days of receipt of the latter's satisfied with the modified information to be provided to the members or shareholders of the beneficiary IIC.

6. The CNMV shall authorise the intended fusion provided that the following conditions are met:

(a) That the proposed merger complies with all the requirements laid down in this Article, as well as Articles 39 to 41. The CNMV may exempt from the presentation of any of the documentation provided for in the aforementioned articles.

b) That the IIC beneficiary has been the subject of the necessary notification by the CNMV, if it has been authorised in Spain, or its competent authority, if it has been authorised in another Member State of the European Union, for the purposes of the placing on the market of their holdings or shares in all Member States in which the merged IICs authorised in Spain are authorised or have been the subject of the notification by the CNMV referred to in the Article 16 of Law 35/2003, dated November 4.

(c) The CNMV considers appropriate information to be provided to the unit-holders or shareholders of the IICs authorised in Spain and, in the event that the beneficiary IIC has been authorised in another Member State of the European Union, which the CNMV has not received communication from the competent authorities of its State of the requirement to the IIC beneficiary of modification of the information directed to its members or shareholders, as long as they do not inform the CNMV of your compliance with the modified information.

7. If the CNMV considers that the file is not complete, it shall request additional information within 10 working days of receipt of the information referred to in paragraph 3. In the application, the CNMV may specify the time limit for the submission of the additional information.

8. The CNMV shall inform the merged IIC (s) authorised in Spain, within 20 working days of the submission of the complete file in accordance with paragraph 3, whether the merger operation has been authorised or not. The authorisation shall be considered as relevant.

Where the beneficiary IIC has been authorised in another Member State of the European Union, the CNMV shall also inform the competent authorities of the Member State of origin of the beneficiary IIC of its decision.

9. IICs (except IICs which have not designated a management company) participating in the merger, or their unit-holders, may bear legal, advisory or administrative costs relating to the preparation and completion of the merger. This limitation shall not apply to mergers referred to in paragraph 1 (c) in which the IICs concerned have a form of investment company.

10. In the mergers referred to in point (c) of this Article, where IIC is merged with a different legal nature, the appointment of one or more independent experts shall not be required to issue a report on the draft merger, when the resulting IIC is an investment fund.

Article 38. Authorisation of cross-border mergers where the beneficiary IIC has been authorised in Spain.

1. This Article shall apply in cross-border mergers where the beneficiary IIC has been authorised in Spain.

2. Where the CNMV receives copies of the information referred to in Article 3 (3) from the competent authorities of the Member State of origin of the merged IICs which have been authorised in another Member State of the European Union, 37, it shall analyse the possible impact of the proposed merger on the unit-holders or shareholders of the beneficiary IIC in order to assess whether appropriate information has been provided to the unit-holders or shareholders.

This file shall be provided at least in Spanish and in one of the official languages of the Member State where the merged IICs have been authorised, or in a language accepted by the CNMV and by the competent authorities. corresponding.

3. The CNMV may require, in writing and within 15 working days following receipt of copies of all the information referred to in the previous paragraph, that the beneficiary IIC modify the information intended for members or shareholders of the same. In such a case, the CNMV shall demonstrate its disagreement to the competent authorities of the Member State of origin of the merged IICs.

4. The CNMV shall inform the competent authorities of the Member State of origin of the merged IICs authorised in another Member State of whether they are satisfied with the amended information to be provided to the unit-holders or shareholders of the the IIC would benefit, within 20 working days of the notification.

5. The competent authorities of the merged IICs shall inform the CNMV of their decision to authorise or not the proposed merger.

Article 39. Merge project.

1. The IICs involved in the merger must draw up a common fusion project which must have the following minimum content:

a) The identification of the type of merge and the IICs involved.

b) The context and justification for the intended merger.

(c) The foreseeable impact of the proposed merger on the members or shareholders of IICs.

(d) The criteria adopted for the valuation of the assets and, where applicable, the liability on the date for calculating the exchange equation.

e) The method of calculating the exchange equation.

f) The expected effective date of the merge.

g) The rules applicable to the transfer of assets and the exchange of units or shares, respectively.

h) In the event of a merger in accordance with Article 36.1 (b), and, if applicable, with point (c), the regulation or social statutes of the newly constituted IIC.

(i) In the IIC mergers referred to in Article 37 (1) (c), details, where applicable, of the cash compensation for participation or share.

2. IICs may decide to include other elements in the common fusion project.

3. The CNMV shall not require additional information to be included in the common draft merger.

4. The CNMV is enabled to develop a standardised model of the IIC merger project which will be required for mergers where all IICs participating in the merger have been authorised in Spain and none of them have been subject to the merger. notification referred to in Article 16 of Law 35/2003 of 4 November. This standard model shall include, inter alia, the identification of the SGIICs and the depositaries; an explanation of the procedure for carrying out the merger, indicating the legal and economic aspects; last audited financial statements; information on the tax effects of the merger.

Article 40. Check by the depositaries.

The depositaries of the merged IIC and the beneficiary shall verify the conformity of the elements referred to in points (a), (f) and (g) of paragraph 1 of the previous article with the requirements laid down in Law 35/2003, 4 November, and in its implementing regulations and with its regulations or social statutes. In the IIC mergers referred to in Article 37.1 (c), this verification shall be understood as being carried out with the signature of the depositary of the draft merger.

Article 41. Validation by a depositary or an independent auditor.

1. A depositary or an independent auditor, authorised in accordance with the provisions of Directive 2006 /43/EC of the European Parliament and of the Council of 17 May 2006 on the statutory audit of the annual accounts and consolidated accounts, validate the following elements in relation to a merged IIC in Spain:

(a) The criteria adopted for the valuation of the assets and, where applicable, the liability on the date for calculating the exchange equation referred to in Article 45.1.

b) Where applicable, cash compensation for participation or share.

c) The method of calculation of the exchange equation, as well as the actual exchange equation determined on the date for the calculation of the exchange equation.

2. The auditors of the IICs participating in the merger shall be considered independent for the purposes of paragraph 1.

3. The merged IICs shall provide free of charge to their unit-holders or shareholders and those of the IIC receiving the request, as well as to the CNMV and the competent authority of the Member State of origin of the beneficiary IIC, if this has been authorised in another Member State of the European Union, a copy of the reports drawn up by the independent auditor or, where appropriate, by the depositary.

In the IIC mergers referred to in Article 37.1 (c), this validation shall be understood as being the signature of the depositary of the draft merger.

Article 42. IIC information duties.

1. The IICs participating in the merger shall provide their unit-holders or shareholders with a document containing appropriate and accurate information on the proposed merger in order to enable them to form a well-founded judgment on the impact of the merger on their investments and exercise their rights.

This information shall be written in a concise manner and in a non-technical language in such a way as to enable members or shareholders to form a well-founded judgment on the impact of the proposed merger on their investments.

In the event that the proposed merger is of a cross-border nature, all IICs will explain in a simple language any term or procedure, relating to IIC, which is different from the one commonly used in the other or other Member States of the European Union concerned.

The information to be provided to the unit-holders or shareholders of the merged IICs shall take into account the needs of those who have no prior knowledge of the characteristics of the beneficiary IIC or its operation. You will need to draw your attention to the document with the key investor data of the IIC beneficiary and recommend its reading.

The information to be provided to the members or shareholders of the beneficiary IIC should be focused on the merger operation and its potential effects on the beneficiary IIC.

2. Such information shall be provided only to the members or shareholders of the IICs participating in the merger after the CNMV, and, if applicable, other competent authorities of another Member State where an IIC is established, have the expected merger.

Such information shall be provided at least 30 calendar days before the last date to request the repurchase or redemption or, if applicable, the conversion, without additional expense, in accordance with Article 44.

3. This information shall include the following:

a) The context and justification for the intended merge.

(b) the possible impact of the proposed merger on unit-holders or shareholders, in particular, but not exclusively, in particular, in any substantial difference in terms of investment policy and strategy, costs, expected results, regular reporting, possible performance decreases and, where appropriate, a clear warning to investors that their tax treatment can be modified after the merger.

c) Any specific right of the unit-holders in connection with the proposed merger, in particular, but not exclusively, the right to obtain additional information, the right and the form of obtaining, upon request, a copy the report of the independent auditor or the depositary referred to in Article 41.3, and the right to request the repurchase or redemption of its units or shares, if applicable, for conversion, without any commission or expenditure, as provided for in Article 44.1, as well as the last date for exercising this right.

d) The relevant procedural aspects and expected effective date of the merger;

(e) The unit-holders or investors of the merged IICs shall be provided with an updated copy of the document containing the key data for the IIC investor. Where this document has been amended in view of the proposed merger, the updated document shall be provided to the existing unit-holders or shareholders of the beneficiary IIC. Without prejudice to the fulfilment of the reporting requirements set out in Article 14, these requirements shall not be required for the IIC mergers referred to in Article 37 (1) (c), where they are to be used simultaneously. modify relevant elements of the document with the key investor data.

4. If the merged IIC or the beneficiary IIC has been the subject of the notification by the CNMV referred to in Article 16 of Law 35/2003 of 4 November, the information referred to in the preceding paragraph shall be provided in the language official, or in one of the official languages, of the host Member State of the IIC concerned, or in a language admitted by its competent authorities.

The translation will be performed under the responsibility of the IIC to provide the information. Such translation must faithfully reproduce the tenor of the original information.

5. Between the date on which the information document referred to in this Article and the date on which the merger is effective is provided to the unit-holders or shareholders, the document and the document containing the key information for the investor shall be delivered. of the IIC would benefit each person who acquires or subscribes shares or shares of the IIC beneficiary or of the merged IICs or who requests a copy of the social regulation or statutes, the prospectus or the document with the data key to the investor of some of the IICs.

6. The beneficiary IIC and the merged IICs shall provide the unit-holders or shareholders with the information referred to in this paper or other durable medium as defined in Article 18.1 of Law 35/2003 of 4 November.

When the information is to be provided to all or any of the members or shareholders on a durable medium other than paper, the following conditions shall be met:

(a) The transmission of the information shall be appropriate to the context in which the commercial relations between the shareholder or shareholder and the merged IICs or the IIC would be developed, or are to be developed, or, in their Case, the respective management company.

For this purpose, the transmission of information by electronic means shall be deemed appropriate if there is evidence that the participant or shareholder has regular access to the Internet. The communication by the shareholder or shareholder of an e-mail address shall be deemed to constitute a valid test.

(b) The choice between obtaining the information on paper or on another durable medium must be offered to the shareholder or shareholder and the shareholder or shareholder must specifically choose the provision of the information in a durable medium other than paper.

7. The CNMV is enabled to develop a standardised model of document with the information to be delivered to unit-holders or shareholders for the purposes of this article.

Article 43. Specific rules concerning the content of the information.

1. The content of the information referred to in point (b) of paragraph 2 of the previous Article to be provided to members or shareholders of the merged IICs shall in any case include the following elements:

(a) Detailed data on any difference in the rights of the unit-holders or shareholders of the merged IICs before and after the planned merger takes place.

(b) If the document with the key investor data of the merged IICs and the IIC would benefit from the synthetic risk and remuneration indicators in different categories, or determine the existence of different significant risks in the corresponding description, a comparison of these differences.

c) A comparison of all expenses and fees applicable to all participating IICs, based on the amounts indicated in their documents with the key investor data.

d) If the merged IICs apply commissions based on profitability, an explanation of how they will be applied until the time the merger is effective.

e) If the IIC beneficiary applies commissions on the basis of profitability, an explanation of how it will be applied subsequently, in order to ensure equal treatment of the unit-holders or shareholders previously held by the IIC. units in the merged IICs.

(f) Data on how to allocate the costs associated with the preparation and completion of the IIC merger, provided that the requirements set out in Article 37 (9) are met.

g) An explanation of whether the investment or management company of the merged IICs intends to proceed to any portfolio readjustment before the merger is effective.

2. The content of the information referred to in point (b) of paragraph 3 of the previous Article to be provided to the members or shareholders of the beneficiary IIC shall in any event include an explanation of whether the investment or management company The beneficiary IIC expects the merger to have any substantial impact on its portfolio and whether it intends to carry out any portfolio readjustment either before or after the merger is effective.

3. The content of the information referred to in point (c) of paragraph 3 of the previous Article shall in any case include the following elements:

a) A detailed explanation of how the possible cumulative IIC returns are to be treated.

(b) An indication of how the report of the independent auditor or depositary referred to in Article 41 can be obtained.

4. If, under the terms of the proposed merger, cash compensation is provided for in accordance with Article 36.1 (a) and (b), the information to be provided to the unit-holders or shareholders of the merged IICs contain data on such compensation, including the time and manner in which they will receive it in cash.

5. The content of the information referred to in point (d) of paragraph 3 of the previous Article shall in any case include the following elements:

(a) The procedure provided for in Law No 3/2009 of 3 April 2009 on structural changes in commercial companies, whereby the shareholders of investment companies who agree to the merger will be asked to and the way in which they will be communicated the result. The proposed merger which must be approved by the shareholders may not contain any recommendation from the management company or the management board of the investment company on the line of conduct to be followed.

(b) Detailed data for any planned suspension of the trading of shares or shares to enable the merger to be carried out in an efficient manner.

c) The date the merge will be effective.

6. The information to be provided to the unit-holders or shareholders of the merged IICs shall in any case include the following elements:

(a) An indication of the period during which the unit-holders or shareholders may continue to make subscriptions and request the redemption or repurchase of shares or shares of the merged IICs.

(b) An indication of the time when members or shareholders who do not exercise the rights conferred on them by Article 44 within the relevant time limit may exercise their rights as members or shareholders of the IIC beneficiary.

(c) An explanation that the shareholders who vote against the merger agreement or who do not vote, and who do not exercise the rights conferred on them by Article 44, shall become shareholders or members of the IIC beneficiary.

7. Where the information document referred to in Article 42 contains an initial summary of the main points of the draft terms of merger, it shall be sent to the parties to the document in which further information is provided.

Article 44. Right of separation.

1. IICs shall allow the right of members or shareholders to apply, without any expense other than those that IICs retain to cover the disinvestment costs, the repurchase or redemption of their units or shares, or whenever possible, their transfer of shares or shares of another IIC with a similar investment policy and managed by the same management company or by another to which the management company is linked in the framework of a management or control community or through a significant direct or indirect participation. In the IIC mergers referred to in Article 37 (1) (c), they shall also be able to transfer their shares or shares to any other IIC. That right shall be effective from the moment the members or shareholders of the IICs involved in the proposed merger are informed in accordance with Article 42 and shall be extinguished five working days before the date set for the calculation. of the exchange equation referred to in Article 45.

2. Without prejudice to the foregoing paragraph, the CNMV may require or permit the temporary suspension of the subscription, repurchase or redemption of shares or shares, provided that such suspension is justified in the interest of the protection of unit-holders.

Article 45. Date of effectiveness of the merger and date for the calculation of the exchange equation in cross-border mergers.

1. In cross-border mergers, the date of effectiveness of the merger and the date for the calculation of the exchange equation shall be determined in accordance with the legislation of the Member State of origin of the beneficiary IIC.

In any event these dates shall be set prior to the approval of the merger by the shareholders or members of all the participating IICs, where such approval proceeds in accordance with the relevant legislation.

When the IIC beneficiary has been authorized in Spain, once the expected effective date of the merger has been reached, the authorized organs that establish the regulations or the social statutes or the applicable regulations, will execute the merger by granting the relevant contractual document or, where appropriate, public deed. Likewise, the managing company of the IIC beneficiary authorised in Spain, or the IIC itself if it did not appoint a management company, shall confirm to the depositary of that IIC that the transfer of the assets and, where appropriate, the liabilities and liabilities has been completed. Request the registration of the merger in the corresponding registration of the CNMV, after compliance, in the case of the investment companies, of the corresponding commercial formalities. The final exchange equation shall be determined on the basis of the liquidative values and number of shares or units in circulation at the close of the day preceding that of the public deed or the contractual document.

2. Where the beneficiary IIC has been authorised in Spain, the CNMV shall communicate the effectiveness of the merger to the other competent authorities of the Member States of the IICs involved in the merger.

3. Once the merge is effective it cannot be declared null.

Article 46. Consequences of the merger.

1. Any merger carried out in accordance with Article 36.1 (a) shall have the following consequences:

(a) All assets and liabilities of the merged IICs shall be transferred to the beneficiary IIC or, where appropriate, to the depositary of the beneficiary IIC.

(b) The members or shareholders of the merged IIC shall become members or shareholders of the IIC beneficiary and, where appropriate, shall be entitled to cash compensation which shall not exceed 10% of the settlement value of your units in the merged IIC.

c) The merged IIC will be extinguished when the merge takes effect.

2. Any merger carried out in accordance with Article 36.1 (b) shall have the following consequences:

(a) All assets and liabilities of the merged IICs shall be transferred to the newly constituted beneficiary IIC or, where appropriate, the depositary of the beneficiary IIC.

(b) The members or shareholders of the merged IIC shall become unit-holders or shareholders of the newly established IIC and, where appropriate, shall be entitled to cash compensation which shall not exceed the 10% of the liquidative value of its units in the merged IIC.

c) The merged IIC will be extinguished when the merge takes effect.

3. Any merger carried out in accordance with Article 36.1 (c) shall have the following consequences:

(a) The net assets of the merged IICs shall be transferred to the beneficiary IIC or, where appropriate, to the depositary of the beneficiary IIC.

b) The participants or shareholders of the merged IIC will become members or shareholders of the IIC beneficiary.

c) The merged IIC will continue to exist until the liability has been cleared.

Article 47. Excision.

The project for the division of an investment fund or, where appropriate, one or more compartments of a fund shall be initiated upon the agreement of the management company or, as the case may be, the management companies and the depositaries, and shall contain the specifications set out in Article 39.1, as well as the following:

(a) The designation and the precise allocation of all the assets and liabilities to be transmitted to the beneficiary funds.

(b) The sharing between the unit-holders of the participating interests in the beneficiary funds, as well as the allocation criterion used.

TITLE III

Classes of collective investment institutions

CHAPTER I

Financial collective investment institutions

Section 1. Common Provisions

Article 48. Assets eligible for investment.

1. Financial IICs may invest in the following financial assets and instruments:

(a) The financial instruments and securities provided for in Article 2 (1), with the exception of point (j) of Law 24/1988 of 28 July, admitted to trading on regulated markets or multilateral systems of negotiation, irrespective of the State in which they are located, provided that, in any case, the following requirements are met:

1. No. To be markets that have regular operation.

2. º That offer equivalent protection to the official markets located in Spanish territory.

3. Having rules of operation, transparency, access and admission to negotiations similar to those of the official markets located in Spanish territory.

SGIICs and investment companies must ensure, prior to the start of investments, that the markets in which they intend to invest meet these requirements and collect in the IIC explanatory brochure a indication of the markets in which to invest.

(b) The securities and financial instruments referred to in subparagraph (a) in respect of which their admission to trading is requested in any of the markets or systems referred to in that paragraph. Those securities and instruments shall be equated with those in whose terms of issue the commitment to apply for admission to trading is made, provided that the initial period for fulfilling that commitment is less than one year. In the event that their admission to trading does not occur, the portfolio must be restructured within two months of the end of the periods referred to above. If the time limit is insufficient, the CNMV may be requested to extend it. Such extension shall not exceed an additional period of two months. The financial instruments and securities referred to in this paragraph may not represent more than 10% of the IIC's assets.

(c) Shares and units of other IICs authorised under Directive 2009 /65/EC of 13 July, provided that the rules of the funds or the statutes of the companies whose shares or shares are provided for to acquire, or alternatively the IIC prospectus, not to authorize to invest more than 10% of the equity of the institution in units and shares of other IICs.

(d) The shares and shares of other IICs of a financial character not authorised under Directive 2009 /65/EC of 13 July, provided that the latter are not intended to invest in other IICs and provided that meet the following requirements:

1. The rules of the fund, the statutes of companies whose shares or shares are intended to be acquired or the IIC prospectus, do not authorise the investment of more than 10% of the institution's assets in shares of other IICs.

2. The underlying IICs have their headquarters or are located in the European Union or in a Member State of the Organisation for Economic Cooperation and Development (OECD) excluding those that lack mechanisms. cooperation and exchange of information with the Spanish supervisory authorities.

3. The rules on investment arrangements, asset segregation, indebtedness, leverage and uncovered sales are similar to those of the Spanish legislation contained in Section I of Chapter I of Title III.

In addition, the liquidative value of the shares/units included in this paragraph (d) and in subparagraph (c) above shall have sufficient periodic publicity for the timely performance by the investment IIC of its valuation obligations, and the reimbursement from the IIC's assets shall be guaranteed with a frequency that allows the investment IIC to meet normally the repayment of its shares or units. If an IIC invests in other IICs whose repayment guarantee is lower than the rate at which the investment IIC provides for the repayment of its shares or units, it shall provide for compulsory pre-notices for the refunds that take into account this circumstance.

4. The report of your business activity in a semi-annual and annual report to enable the assessment of assets and liabilities, income and operations during the reporting period.

Spanish IICs, excluding IICs of free investment, IIC of free investment IIC and IICs provided for in Article 72 of this regulation, shall be understood to comply with paragraphs 2, 3 and 4.

(e) deposits in credit institutions that are in the view or may be made liquid, with a maturity of not more than 12 months, provided that the credit institution is based in a Member State of the European Union or in any OECD Member State subject to prudential supervision.

(f) derivative financial instruments traded on a market or trading system that meets the requirements set out in subparagraph (a) above provided that the underlying asset consists of assets or instruments of the referred to in paragraphs (a), (b), (c) and (d), credit risk, volatility, financial indices, interest rates, exchange rates or foreign currency, in which the IIC of a financial character may invest in accordance with its investment policy stated in the prospectus and in the key investor information document. Any other derivative instrument provided that the CNMV has approved its use by IICs, in general or in particular.

This authorisation shall be granted on the basis of the specific characteristics of the instrument, its application and use in the financial markets, as well as the impact on the risk management policy. investments by IICs.

When the underlying is a financial index, it shall reflect the evolution of assets eligible for investment in accordance with the provisions of this Article. The index must be sufficiently diversified, represent an appropriate reference to the evolution of the market to which it refers and have adequate public dissemination. The agent for the calculation of a financial index may not belong to the same economic group as the counterparty acting in a derivative financial instrument whose underlying is such an index.

g) Non-traded derivative financial instruments in a market or trading system that meets the requirements set out in the preceding paragraph, provided that:

1. º The requirements set out in paragraph (f) are met in terms of the composition of the underlying asset.

2. CCPs are financial institutions domiciled in Member States of the European Union or of the OECD subject to prudential supervision or supranational bodies of which Spain is a member, which is a regular member and professional to carry out such operations and which are in accordance with the requirements of the National Securities Market Commission.

3. º Exist a commitment, from the issuer or a financial institution, to give firm quotes on a daily basis, with a maximum differential from which the periodic reporting documents will be reported.

The requirements set out in paragraphs 2 and 3 shall also be required for the financial instruments referred to in point (f), except where they are traded on a market requiring the deposit of guarantees on the basis of the (a) a loss and profit-making contribution and a clearing house that records the transactions performed and is brought between the contracting parties acting as a buyer to the seller and as a seller to the buyer.

The Minister of Economy and Competitiveness and, with his express rating, the CNMV will determine the categories of instruments included in this letter (g).

(h) Money market instruments, provided they are liquid and have a value that can be accurately determined at all times, not traded on a market or trading system that meets the requirements set out in the paragraph a, provided that one of the following requirements is met:

1. º That are issued or guaranteed by the State, the Autonomous Communities, the local entities, the Banco de España, the European Central Bank, the European Union, the European Investment Bank, the central bank of some of the Member States, any public administration of a Member State, a third country or, in the case of federal States, by one of the members of the Federation, or by an international public body to which one or more States belong. Members.

2. º That are issued by a company whose securities are traded on a market that meets the requirements set out in point (a).

3. º That are issued or guaranteed by an entity subject to prudential supervision.

4. º That are issued by entities belonging to the categories that the CNMV determines.

For the purposes of this point (h), financial instruments that meet one of the following criteria shall be considered as monetary market instruments:

1. º That, at the date of issue, have an expiration of less than or equal to 397 days;

2. º Having a residual maturity less than or equal to 397 days;

3. º That are subject to periodic performance adjustments, according to money market conditions, at least once every 397 days;

4. º That your risk profile, including credit and interest rate risks, corresponds to that of financial instruments with a maturity such as that provided for in points (i) or (ii), or are subject to performance adjustments in accordance with the provided for in point (iii

.

In addition, they shall be considered as liquids provided that they can be sold at a limited cost within a reasonably short period of time, taking into account the obligation of the collective investment institution to repurchase or repay its shares. or shares at the request of any shareholder or shareholder.

(i) In the case of investment companies, the movable and immovable property essential for the direct pursuit of its business, with a maximum limit of 15% of the IIC's assets.

j) The following financial assets and instruments, up to a maximum of 10% of their equity:

1. The shares and fixed income assets admitted to trading on any market or trading system that do not meet the requirements set out in paragraph (a) or that have other mechanisms that guarantee their liquidity at least at the same frequency as the investment IIC is in store for the repayments of its shares or units, either directly or in accordance with the provisions of Article 82.

2. The shares and shares, where they are transferable, of IICs not authorised in accordance with Directive 2009 /65/EC of 13 July, other than those referred to in point (d).

3. The shares and units, where they are transmissible, of IIC of free investment and of IIC of free investment, both regulated in Articles 73 and 74 and similar foreign institutions.

4. º Unlisted securities as provided for in Article 49.

5. º The shares and units, where they are transferable, of the risk capital entities governed by Law 25/2005 of 24 November, the regulator of the Capital-Risk Entities and their Management Societies, as well as the similar foreign entities.

IIC prospectuses that intend to invest in any of the assets referred to in this paragraph (j) shall make express and clearly prominent mention of this, including detailed information on such investments, risks they behave and the selection criteria to which they will be adjusted.

2. IICs may invest in structured securities resulting from the combination of one or more eligible assets or financial instruments and one or more eligible derivative financial instruments. Investment in such structured operations shall comply with the limitations set out in Articles 50 and 51.

3. IICs may not invest in derivative financial instruments or structured transactions, the underlying of which, or between the components of which, are included assets other than those provided for in this Article, including those that may be authorised under the provisions of paragraph 1 (f) and (g) or Article 30.9 of Law 35/2003 of 4 November.

Article 49. Investment in unlisted securities.

Investment in unlisted securities will be subject to the requirements listed below:

(a) The values that may be acquired may not present any limitation to their free transmission.

(b) The securities issuing entity shall have its registered office in any OECD member country in which the nature of the tax haven is not present. For securities issued by institutions with registered offices in a non-OECD country, in addition to the non-participation of a tax haven in that country, the prior authorisation of the CNMV shall be required, in accordance with the requirements that it determines. In any event, the issuer shall audit its financial statements annually, which shall be external and independent. At the time of the investment, the audit report of the last two financial years shall be audited, with the opinion of the auditor at least in the last financial year. The requirements laid down in this paragraph shall not be required in the case of entities which have recently been constituted as a result of merger, division or transfer of branches of activity from others which did so.

c) Not individually, nor the sum of the investments of the SICAV belonging to the same group and of the funds and SICAV managed by SGIIC in which the same circumstance can be assumed, in no case, to be exercised or can exercise the direct or indirect control of the entity in which it is invested.

(d) Investment may not take place in entities whose members, administrators or managers have, individually or jointly, directly or through persons involved, a significant participation in the IIC or its SGIIC. No investments in securities issued by companies that have been financed by entities in the SICAV group or by the SGIIC may be made and that the financing received from IICs shall be used to write down directly or indirectly the credits granted by the companies of the above groups.

IIC investment in non-listed securities issued by entities belonging to its group or to the group of its SGIIC is prohibited.

e) In addition to the limitations set out in Articles 50 and 51, investment in unlisted securities shall be subject to the following limitations:

1. No IIC may have invested more than 2% of its equity in securities issued or endorsed by a single entity.

2. No IIC may have more than 4% of its equity invested in securities issued or endorsed to entities belonging to the same group.

The percentages provided for in this paragraph shall be measured by reference to the effective valuation of the total financial assets and the securities in question.

Where, in circumstances beyond the will of the IIC or its management company, the above limits or the limits laid down in Article 48 are exceeded, the IIC or its management company shall, within one month, adopt the necessary measures. to rectify such a situation and put it to the knowledge of the CNMV.

(f) For the purposes of calculating the liquidative value, as well as of the compliance with the percentages provided for in this Article, the acquired unlisted securities shall be valued in accordance with their effective value, according to Maximum prudence and the use of valorative methods generally accepted in practice.

The Minister of Economy and Competitiveness and, with his express rating, the CNMV will dictate the provisions necessary to establish the accounting treatment and to develop the valuation methods applicable to each type of securities. listed, distinguishing between those of variable income and fixed income, as well as for setting the criteria according to which the percentages provided for in this article are to be computed.

The valuation methods to be established shall be those applicable by IICs, unless the CNMV authorizes, in accordance with the foregoing paragraph, at the request of the SICAV or the management company and the depositary, other methods which ensure the same level of confidence in the estimated value of the investment in question. In this case, such methods shall have the approval of the management body of the SICAV or the management company, as well as of a person with sufficient power on the part of the depositary.

Article 50. Diversification of risk.

1. In order to comply with the principle of risk diversification, financial IICs shall respect the limitations set out in this Article.

2. Investment in the financial assets and instruments referred to in Article 48.1 (a), (b), (h) and (j) issued or endorsed by the same issuer shall not exceed 5% of the IIC's assets. This limit will be applied with the following specialties:

(a) It shall be extended to 10%, provided that the investment in issuers in which it exceeds 5% does not exceed 40% of the IIC's equity.

(b) It shall be extended to 35% in the case of investments in securities issued or endorsed by a Member State of the European Union, an autonomous community, a local entity, an international body of which Spain is a member or any other State which has a solvency rating issued by a specialised credit rating agency of recognised prestige, not less than that of the Kingdom of Spain. The managing body shall also carry out a comprehensive analysis of that issue in order to credit that solvency.

However, IICs may invest up to 100 per cent of their equity in securities issued or endorsed by an entity referred to in this point (b).

In order for IICs to be able to invest up to 100 percent of their equity in securities issued or endorsed by an entity referred to in Article 50.2.b), it will be necessary to diversify at least six different issues and that the investment in securities of the same issue does not exceed 30% of the IIC asset.

When the limit of 35% is to be exceeded, the IIC prospectus must include this circumstance in a visible manner, and specify the issuers whose securities are intended to invest or are invested in. more than 35% of the estate.

(c) It shall be extended to 25% in the case of investments in bonds issued by credit institutions that are based in a Member State of the European Union, the amount of which is guaranteed by assets that cover (a) the commitments of the issue and the fact that they are affected in a privileged manner to the repayment of the principal and the payment of interest in the case of the issuer's insolvency situation. In any event, the mortgage and mortgage bonds provided for in Law 2/1981 of March 25 on the regulation of the mortgage market will be taken into account; the territorial cedules regulated in Law 44/2002 of 22 November, of reform measures of the financial system; and the non-subordinated securities issued by the mortgage-backed funds regulated in Law 19/1992 of 7 July on the arrangements of companies and funds for real estate investment and on securitisation funds mortgage. The total investments in these types of obligations in which the 5% limit is exceeded shall not exceed 80% of the IIC's assets.

(d) It shall not apply where the purpose of the IIC is to develop an investment policy that replicates or reproduces a given stock index or a fixed income index representative of one or more markets located in a State Member or any other State, or securities traded on them.

The market or markets where the shares or obligations of the index are listed must meet characteristics similar to those required by Spanish legislation in order to obtain the official secondary market condition.

The index must gather at least the following conditions:

1. Have a sufficiently diversified composition.

2. User-friendly result.

3. Be a sufficiently suitable reference for the market or set of values in question.

4. Have a proper public broadcast.

In such cases, investment in shares or bonds of the same issuer may reach 20% of the IIC's equity. This limit may be extended to 35% for a single issuer, where exceptional causes on the market are present.

The Minister of Economy and Competitiveness and, with his express rating, the CNMV will specify the requirements set out in this letter (d).

e) It shall not apply where the IIC object is to develop an investment policy that takes as a reference a certain index that meets the requirements of the first three paragraphs of point (d).

In such cases, investment in shares or bonds of the same issuer may reach 10% of the IIC's equity. In addition, an additional 10% of the IIC's equity may be invested in such securities, provided that it is done through the use of derivative financial instruments traded on official or equivalent foreign markets.

The 20% joint limit on securities of the same issuer referred to in the preceding paragraph may be extended to 35% for a single issuer when exceptional circumstances on the market which are to be valued by the CNMV are present.

The CNMV shall specify the maximum deviation allowed for the benchmark index, its calculation formula and its reporting obligations.

Article 51. Limitations on investment capacity.

1. Investment in the financial assets and instruments referred to in the first subparagraph of the second paragraph of the previous Article, issued or endorsed by the same issuer, the positions vis-à-vis the issuer in derivative products and the deposits that the IIC has in that entity it shall not exceed 20% of the IIC's assets.

For the purposes of the limits set out in paragraphs 2, 3, 4, 5 and 6, institutions that are part of the same economic group shall be considered as a single issuer.

The entities in which the conditions provided for in Article 4 of Law 24/1988 of 28 July are to be considered belong to the same group.

2. The sum of the investments of the SICAV belonging to the same group and of the investment funds and SICAV managed by management companies of the same group in financial instruments incorporating voting rights on an issuer may not exceed 15% of the same, without in any case being able to imply the possibility of exercising a significant influence on that issuer.

In addition, IICs will not be able to invest:

(a) In shares without a vote of the same issuer above 10 percent of the shares without a vote in circulation.

(b) In debt instruments of the same issuer above 10 per cent of the debt instruments in circulation of the same issuer.

(c) In money market instruments of the same issuer above 10 per cent of the money market instruments in circulation of the same issuer.

(d) In shares or units of the same IIC above 25% of the volume in circulation of shares or shares of shares in the same IIC, without prejudice to the provisions of Article 54 et seq..

The limits of the preceding paragraphs will not apply to:

i) Financial assets and instruments issued or endorsed by a Member State of the European Union, the autonomous communities, local authorities, international bodies of which Spain is a member or by any other State.

(ii) Shares held by an IIC authorised in accordance with Directive 2009 /65/EC of 13 July in the capital of a third-country company which invests its assets essentially in securities of issuers with registered office in that country where, pursuant to the legislation of that country, such participation constitutes for the IIC authorised in accordance with Directive 2009 /65/EC of 13 July the sole possibility of investing in securities securities of that country.

3. The exposure to the risk against a counterparty associated with the financial instruments referred to in Article 48.1 (g) shall not exceed 5% of the IIC's equity. This limit shall be extended to 10% where the counterparty is a credit institution.

The limits of the preceding paragraph shall also apply to the derivative financial instruments referred to in Article 48.1.f), except if they are traded on a market that requires deposit of guarantees and there is a clearing house that is interposed between the parties.

4. Without prejudice to the derogation provided for in the first subparagraph of paragraph 2 (b), the sum of the investments in the assets and financial instruments referred to in the first subparagraph of paragraph 2 and in point (c) of the same issue issued by an issuer, positions vis-à-vis it in derivative products and the deposits that the IIC has in that institution shall not exceed 35% of the IIC's assets.

5. Investment in shares or units issued by a single IIC, as referred to in points (c) and (d) of Article 48.1, shall not exceed 20% of the IIC's assets, without prejudice to the provisions of Articles 54 et seq. In addition, the total investment in IIC of those referred to in Article 48.1 (d), which is not authorised under Directive 2009 /65/EC of 13 July, shall not exceed 30% of the IIC's assets.

6. The excess over the investment limits referred to in the preceding paragraphs may be regulated by the IIC within a period of six months from the time it occurred, provided that such excess has occurred after the date of the last partial or total acquisition of the securities in question. However, where the excess exceeds the limits by more than 35%, the IIC shall reduce that excess to a percentage below 35% of the limit within three months, without prejudice to the total regularisation within six months.

The CNMV may, for exceptional reasons alleged by the IIC, authorize the extension of the time limits provided for in the preceding paragraph, without in any event being able to exceed that three-month extension.

7. The risk diversification coefficients contained in this Article shall not have to be respected when the subscription rights are exercised in respect of marketable securities that are part of their asset. If, as a result of the exercise of the subscription rights referred to or for reasons not attributable to the IIC, the limits of diversification are exceeded, the IIC shall correct that circumstance as soon as possible, and in its operations The aim of the sale should be to regularise this situation and, in any event, within the time limits set out in the previous paragraph.

8. The percentages referred to in this Article shall be measured by reference to the actual valuation of the total financial assets and the securities in question, except for the limits provided for in paragraph 2, which shall be measured by the nominal value or the number of values. In order to ensure adequate compliance with the provisions of the previous paragraphs, the Minister of Economy and Competitiveness and, with his express rating, the CNMV will dictate the precise rules to determine what is to be understood by value. cash and equity of IICs; to this end, they shall establish the appropriate formalities for the control of such compliance.

9. The Minister for Economic Affairs and Competitiveness and, with his express rating, the CNMV may raise the limit set out in the first subparagraph of paragraph 2 and point (a) to 20%.

10. The maximum amount of transfer of assets under guarantee as referred to in Article 30.6 of Law 35/2003 of 4 November, shall include, where appropriate, adjustments in the valuation of such guarantees as they result from the application of margins, according to the Common practices of the market and depending on the nature and characteristics of the market.

Article 52. Requirements for investment in derivative financial instruments.

1. The SGIIC or, in the case of self-management, the SICAV shall be extremely diligent when investing in derivative financial instruments and shall comply with the internal control obligations laid down in this Regulation and in its provisions of development.

In any case, in order to carry out transactions with derivative financial instruments, the aforementioned entities must verify that these operations are appropriate to the IIC's objectives and that they have the means and experience necessary to carry out such activity. They shall also have a risk management system that enables them to estimate and control at all times the risk of open positions in derivative financial instruments and their contribution to the overall risk profile of the portfolio of the IIC.

They shall also report to the CNMV on a regular basis the types of derivative financial instruments used, the associated risks as well as the methods of estimation of such instruments, including, where appropriate, quantitative limits. applied. The CNMV shall keep this information at the disposal of the European Securities and Markets Authority as provided for in Article 35 of Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), Decision No 716 /2009/EC is amended and Decision 2009 /77/EC of the Commission and of the European Systemic Risk Board is repealed as provided for in Article 15 of the Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010 on the macro-prudential supervision of the financial system in the European Union and establishing a European Systemic Risk Board.

2. IICs will be able to operate on derivative financial instruments in order to ensure adequate coverage of the risks assumed in all or part of the portfolio, as an investment to more effectively manage the portfolio or within the framework of a portfolio. management aimed at achieving a concrete objective of profitability, in line with the management objectives set out in the information leaflet and in the IIC's social regulations or statutes. The detailed rules for the implementation of this Regulation shall specify the permitted purposes according to the characteristics of the financial instrument concerned.

3. Total exposure to the market risk associated with derivative financial instruments shall not exceed the net worth of the IIC. In order to comply with this limit, the manager may apply either the methodology of the undertaking, the objective of which is the measurement of the excess leverage generated by the investment in financial instruments, or the risk value methodology (VaR methodology) based on the limitation of the overall exposure of the IIC through the maximum probable loss that the IIC could incur in a time horizon and under a certain level of confidence. Within the risk value methodology the IIC may choose between the application of a relative 'VaR' on a reference portfolio or a 'VaR' in absolute terms. Total risk exposure shall mean any current or potential obligation arising from the use of derivative financial instruments, or any investment that generates similar exposure to such instruments.

The premiums paid for the purchase of options, either contracted in isolation or incorporated into structured operations, will in no case exceed 10% of the IIC's assets.

In addition, the 10% limit set out above for IICs will not result from the implementation of a management aimed at achieving a concrete objective of profitability.

4. The exposure to the market risk of the underlying asset associated with the use of derivative financial instruments shall be taken into account for the fulfilment of the diversification limits referred to in Article 5 (2) and in the paragraphs 1, 4, 5 and 6 of Article 51. For such purposes, derivative instruments whose underlying is a stock index or fixed income index meeting the requirements set out in Article 50.2.d), interest rates, exchange rates, foreign exchange, financial indices, shall be excluded. volatility, as well as any other underlying that the CNMV determines to present similar characteristics to the above.

5. The Minister of Economy and Competitiveness is enabled and, with his express rating, the CNMV to develop the provisions of this article. The CNMV shall also determine the information referred to in paragraph 1, the method of calculation of the total exposure to market risk and the exposure to the market risk of the underlying asset, including the conditions for coverage and compensation of positions, as well as for the recognition of the guarantees provided and the type of assets in which they are to be materialised.

Article 53. Liquidity.

1. In order to comply with the liquidity principle, financial IICs shall maintain a minimum liquidity ratio of 3% of their equity. Such a coefficient shall be calculated on the monthly average of daily stocks of the institution's assets and shall be materialised in cash, deposits or accounts in the depositary or other credit institution if the depositary does not have a that consideration, or in the purchase of a one-day repurchase agreement in public debt securities. If the depositary does not have the consideration of a credit institution, the IIC shall include in the prospectus the identification of the credit institution in which it shall, where appropriate, materialize the cash, deposits or accounts in the view. Assets not invested in assets that are part of the liquidity ratio shall be invested in the eligible assets and financial instruments referred to in Article 48.

The CNMV may increase the quoted coefficient, without exceeding the limit of 10%, when, in view of the evolution of the IIC's subscriptions and repayments and the liquidity of the assets forming part of the equity the IICs, there are, or are expected to be, difficulties in dealing with reimbursements within the time limits laid down in the rules. The CNMV shall also establish the procedure for the calculation of the coefficient.

2. The management company or, in the case of being self-managed, the SICAV must have internal systems of control of the depth of the market of the values in which it invests considering the usual negotiation and the volume invested, in order to procure a orderly settlement of the IIC positions through the normal procurement mechanisms. The IIC information documents shall contain an explanation of the policy adopted in this respect.

Section 2. th Relationship between the main IIC and its subordinate

Article 54. Definition of principal and subordinate IIC.

1. Subordinated IIC means that IIC or one of its compartments which has been authorised to invest at least 85% of its assets in units or shares of another IIC or of one of the compartments of that IIC, which shall receive the name of Main IIC. Subordinate IICs will not be able to invest in more than one main IIC.

2. The subordinated IIC may invest up to 15% of its assets in:

(a) Cash, in deposits or accounts at the view of the depositary or other credit institution if the depositary does not have such consideration, or in a purchase with a one-day repurchase agreement in securities of public debt to which it refers Article 53.

(b) Financial instruments derived for the purpose of ensuring adequate coverage of the risks assumed in all or part of the portfolio that may be used for hedging purposes only, in accordance with the Articles 48.1.f) and g) and 52.3.

(c) movable and immovable property essential for the direct pursuit of its business, where the IIC is an investment company.

For the purposes of compliance with Article 52.3, the subordinated IIC shall calculate its overall risk in relation to the derivative financial instruments by combining its own direct risk, in accordance with point (b) of the first subparagraph, with one of the following risks:

(a) The effective risk of the main IIC in relation to derivative financial instruments, in proportion to the investment of the subordinated IIC in the main IIC.

(b) The maximum potential overall risk of the main IIC in relation to the derivative financial instruments provided for in the regulation or in the social statutes of the main IIC in proportion to the investment of the IIC subordinate to the main IIC.

3. The main IIC shall mean an IIC or one of its compartments, which:

a) Count among its members or shareholders at least one subordinate IIC.

b) Do not be a subordinate IIC.

c) Do not own shares or units in a subordinate IIC.

4. Where a principal IIC has at least two subordinate IICs among its members or shareholders, Article 1.2 shall not apply.

When a main IIC authorised in Spain does not obtain funds, goods or rights of citizens of another Member State of the European Union, but only has one or more IIC subordinates in another Member State, it shall not be application of the provisions of Article 16 of Law 35/2003 of 4 November.

When a main IIC authorised in another Member State of the European Union does not obtain funds, goods or rights of citizens of another Member State, except for citizens of the State where it is authorised, but only one or more IIC subordinate in Spain shall not apply to it the provisions of Articles 15, 80.z.sexies and 81.z.quater of Law 35/2003 of 4 November.

Article 55. Authorization of the subordinate IIC.

1. The CNMV shall authorise the investment of a subordinated IIC authorised in Spain in a particular IIC within 15 working days from the date of submission of the application or from the time the dossier documentation is complete, if the provisions of this Regulation are complied with.

2. The subordinate IIC shall provide the CNMV with the following documentation:

a) The regulations or social statutes of the subordinate and principal IIC;

(b) The prospectus and the document with the key data for the investor of the IIC subordinate and the main IIC;

(c) The agreement between the subordinate IIC and the main IIC or the internal rules for the exercise of the activity referred to in Article 56.1;

(d) Where appropriate, the information to be provided to members or shareholders as specified in Article 66.1.

(e) Where the main IIC and the subordinated IIC have different depositaries, the information exchange agreement between their respective depositaries referred to in Article 63.1.

(f) Where the main IIC and the subordinate have different auditors, the information exchange agreement between their respective auditors referred to in Article 64.1.

Where the main IIC has not been authorised in Spain, the subordinated IIC shall also provide a certificate of accreditation of the competent authorities of the European Union of origin of the main IIC which shows that the IIC meets the conditions set out in Article 54.3 (b) and (c). The subordinate IIC shall provide the documents in Spanish, or in another language supported by the CNMV.

The documentation referred to in points (e) and (f) shall not be required where both IICs are Spanish and have not been authorised in accordance with Directive 2009 /65/EC of 13 July.

However, the subordinated IIC authorised in Spain shall be exempted from the submission of the documentation of points (a) and (b) relating to its main IIC, when it is registered with the CNMV.

3. The CNMV is enabled to establish standard models of agreements between the subordinate IIC and the main IIC, of the internal rules for the exercise of the activity referred to in Article 56.1, of an exchange of information between depositaries and the exchange of information agreement between auditors.

Article 56. Relationship between the main and subordinate IIC.

1. The main IICs shall provide any of their subordinate IICs with all the documents and information necessary to enable the latter to comply with the requirements laid down in Law 35/2003 of 4 November, and its implementing rules, or where the subordinated IIC has been authorised in another Member State of the European Union, the provisions of that legislation incorporating Directive 2009 /65/EC of 13 July 2009. To this end, the main IIC and the subordinate IIC will conclude an agreement.

2. The entry into force of such an agreement shall be a precondition for the consideration of the subordinate IIC as such. This agreement shall be available, upon request and free of charge, to all members or shareholders.

In the event that the main and subordinate IICs are managed by the same management company, the agreement may be replaced by internal rules for the exercise of the activity that ensure compliance with the requirements referred to in this paragraph.

Article 57. Content of the agreement between the main and the subordinate IIC.

The agreement referred to in the preceding paragraph shall include the following elements:

a) As far as access to information is concerned:

1. The mode and time when the main IIC will provide the subordinate IIC with a copy of its social regulations or statutes, the prospectus and the document with the key investor data or any changes to the same.

2. The mode and the time when the main IIC will communicate to the subordinate IIC that the investment management and risk management functions are delegated to third parties.

3. º Where appropriate, the mode and time when the main IIC will provide the subordinate IIC with internal operating documents, such as its risk management process and compliance reports.

4. The data that the main IIC must notify to the subordinate IIC about the violations of the legislation, the regulations or social statutes and the agreement referred to in the previous paragraph, committed by the IIC main, as well as the mode and timing of the notification.

5. When the subordinated IIC uses derivative financial instruments for hedging purposes, the mode and time when the principal IIC provides the subordinated IIC with information on its effective risk in relation to the IIC. derivative financial instruments so that the subordinated IIC can calculate its own overall risk, as set out in point (a) of the second paragraph of Article 54.2.

6. º A statement in which the main IIC ensures that it will inform the subordinate IIC of any other information exchange agreement that it subscribes with third parties and, where appropriate, the mode and timing of the main IIC make such arrangements available to the subordinate IIC.

b) As regards the principles of investment and disinvestment by the subordinate IIC:

1. A statement of the types of units or shares in the main IIC in which the subordinate IIC can invest.

2. The commissions and expenses of the subordinate IIC, and information on any reduction or retrocession of these by the main IIC.

3. º Where applicable, the conditions under which an initial or subsequent transfer of assets in kind from the IIC subordinated to the main IIC may be carried out.

c) As regards the provisions in the field of negotiation:

1. The coordination of the frequency and timing of the calculation of the liquidative value and the publication of the prices of the units or shares.

2. The coordination of the transmission of the trading orders by the subordinate IIC, including, where appropriate, the role of the intermediaries or any other third party.

3. º Where appropriate, any measure necessary to take into account the fact that one of the IICs or both are listed or traded on a secondary market.

4. º If necessary, other appropriate measures to ensure compliance with the provisions of article 59.1.

5. When the units or shares of the subordinated IIC and the main IIC are denominated in different currencies, the conversion base of the trading orders.

6. º The settlement cycles and the modalities of payment of the acquisitions or subscriptions and the repurchases or repayments of shares or units of the main IIC, in particular, where the parties agree, the the conditions under which the principal IIC may settle claims for repayment or repurchase by transferring assets in kind to the subordinated IIC, in particular in the cases referred to in Articles 60.1 and 61.1.

7. The procedures to ensure proper management of the consultations and complaints of members or shareholders.

8. When the rules or the social statutes and the prospectus of the main IIC confer certain rights or powers on the members or shareholders, and the main IIC decides to limit or waive the exercise of all or part of such rights and powers in relation to the subordinate IIC, a statement of the conditions of this limitation or waiver.

9. The mode and timing of the notification by one of the IICs of the temporary suspension and the resumption of the repurchase, redemption, acquisition or subscription of shares of that IIC.

10. º The existing mechanisms for reporting and correcting assessment errors in the main IIC.

d) As far as the provisions regarding the audit report are concerned:

1. When the subordinate IIC and the main IIC meet the same accounting exercises, the coordination of the presentation of their periodic reports.

2. When the subordinated IIC and the main IIC are in accordance with different accounting years, the provisions that allow the IIC to obtain from the main IIC all the necessary information to be able to present its periodic reports and ensure that the auditor of the main IIC is in a position to present a report for this specific purpose at the date of closure of the IIC under Article 64.3.

e) As far as notification of modifications is concerned:

1. The mode and timing of notification by the main IIC of the proposed and effective amendments to its regulations or social statutes, the prospectus and the document with the key investor data, if such conditions differ from the provisions on notification to members or shareholders set out in the main IIC regulation, in their social statutes or in the prospectus.

2. The mode and timing of notification, by the main IIC, of any proposal or draft settlement, merger or division.

3. The mode and timing of notification, by one of the IICs, that it has left or will no longer meet the conditions to be considered a subordinate IIC or main IIC.

4. The mode and timing of notification, by one of the IICs, that it is proposed to replace its management company, its depositary, its auditor or any third party authorised to carry out investment or investment management functions. risk management.

5. The mode and timing of notification of other modifications that the main IIC commits to communicate.

Article 58. Content of the internal rules for the exercise of the activity.

1. The internal rules for the exercise of the activity referred to in paragraph 1 shall include the following

:

(a) As regards conflicts of interest, appropriate measures to mitigate those that may arise between the subordinated IIC and the main IIC, or between the subordinated IIC and other unit-holders or shareholders of the main IIC, to the extent that they are not adequately addressed in the measures implemented by the management company in compliance with the Spanish legislation or the Member State of the European Union in which it has been authorised.

b) As regards the principles of investment and disinvestment by the subordinated IIC, at least:

1. A statement of the types of shares or units of the main IIC in which the subordinate IIC can invest.

2. The commissions and expenses of the subordinate IIC, and information on any reduction or retrocession of these by the main IIC.

3. º Where applicable, the conditions under which an initial or subsequent transfer of assets in kind from the IIC subordinated to the main IIC may be carried out.

(c) With regard to the provisions in the field of negotiation, at least:

1. Coordination of the frequency and timing of the calculation of the settlement value and the publication of the prices of the units or shares.

2. Coordination of the transmission of the trading orders by the subordinate IIC, including, where appropriate, the role of the intermediaries or any other third party.

3. º Where appropriate, any measure necessary to take into account the fact that one of the IICs, or both, is listed or traded on a secondary market.

4. The appropriate measures to ensure compliance with the provisions of the following paragraph.

5. When the units or shares of the subordinated IIC and the main IIC are denominated in different currencies, the conversion base of the trading orders.

6. º The settlement cycles and the modalities of payment of the acquisitions or subscriptions and the repurchases or repayments of shares or units of the main IIC, in particular, where the parties agree, the the conditions under which the principal IIC may settle claims for repayment or repurchase by transferring assets in kind to the subordinated IIC, in particular in the cases referred to in Articles 60.1 and 61.1.

7. When the rules or the social statutes and the prospectus of the main IIC confer certain rights or powers on the members or shareholders, and the main IIC decides to limit or renounce the exercise of all or part of such rights and powers in relation to the subordinate IIC, a statement of the conditions of this limitation or waiver.

8. The mode and timing of the notification by one of the IICs of the temporary suspension and the resumption of the repurchase, redemption, acquisition or subscription of shares of that IIC.

9. º The existing mechanisms for reporting and correcting assessment errors in the main IIC.

d) As regards the provisions in relation to the audit report, at least:

1. When the subordinate IIC and the main IIC meet the same accounting exercises, the coordination of the presentation of their periodic reports.

2. When the subordinated IIC and the main IIC are in accordance with different accounting years, the provisions that allow the IIC to obtain from the main IIC all the necessary information to be able to present its periodic reports and ensure that the auditor of the main IIC is in a position to present a report for this specific purpose at the date of closure of the IIC under Article 64.3.

Article 59. Coordination of the main and subordinate IICs.

1. The principal IICs and the subordinate IICs shall take the appropriate measures to coordinate the timing of the calculation and the publication of their liquidative value, which shall in any event comply with the provisions of Articles 78 et seq. avoid synchronizing with the market performance of your units or shares.

2. Without prejudice to Article 4.10, where a principal IIC temporarily suspends the repurchase, redemption or subscription of its units or shares, on its own initiative or at the request of the CNMV or its competent authority, all of its subordinate IICs may suspend the repurchase, redemption or subscription of their units or shares during the same period as the main IIC.

Article 60. Settlement.

1. Where the main IIC is liquidated, the subordinated IIC must also be wound up, unless the CNMV authorizes the following:

a) The replacement of the main IIC.

b) The modification of the fund regulations or the social statutes so that the subordinate IIC can be transformed into an IIC that is not.

The liquidation of a main IIC authorised in Spain may not take place until three months after the date of the reporting of the settlement decision to all its members or shareholders and, where appropriate, to the authorities. competent of the Member States of the European Union of origin of their subordinate IICs.

2. The subordinated IIC authorised in Spain shall submit to the CNMV no later than two months after the main IIC has communicated to it the binding settlement decision, or at least three months before the date of commencement of the settlement in the case that the main IIC has communicated to the IIC subordinate its binding settlement decision more than five months in advance, at the date of commencement of the settlement, the following documentation:

(a) When it is proposed to invest at least 85% of its assets in shares or units of another main IIC, in accordance with the provisions of point (a) of the preceding paragraph:

1. º An authorization request for that investment.

2. º An application for authorization of the modifications provided for in their regulations or social statutes.

3. The modifications to your prospectus and the document with the key investor data.

4. The other documents required under Article 55.2.

b) When it is proposed to become an IIC other than a subordinate IIC, as provided for in point (b) of the preceding paragraph:

1. º An application for authorization of the modifications provided for in their regulations or social statutes.

2. The modifications to your prospectus and the document with the key investor data.

c) When the IIC intends to enter into liquidation, a notification of such intent. In such a case, it shall inform its members or shareholders of such intention without delay.

3. The CNMV shall give a reasoned decision and notify it to the subordinate IIC authorised in Spain within 15 working days following the submission of the documentation referred to in point (a) or point (b) of the previous paragraph, as the case may be. The subordinate IIC shall communicate this authorisation to the main IIC.

4. Where the payment of the proceeds from the liquidation of the main IIC is to be made before the subordinated IIC authorised in Spain is to start investing, either in a different main IIC, in accordance with the provisions of point (a) of the paragraph 1 of the following Article, in accordance with its new investment policy, in accordance with the provisions of paragraph 1 (b) of the following Article, the CNMV shall grant an authorisation subject to the following conditions:

a) That the subordinated IIC receives the proceeds from the liquidation:

1. Cash, or,

2. º A part or all as a transfer of assets in kind, where the subordinated IIC so wishes and when this is contemplated in the agreement concluded between the subordinate IIC and the main IIC or internal rules of exercise of the activity, and in the binding settlement decision.

(b) Any cash amount held by or receiving the subordinated IIC in accordance with this paragraph is reinvested solely for the purpose of efficient cash management prior to the date on which the subordinated IIC is to begin to invest well in a different main IIC, either in accordance with its new investment policy.

5. Once the CNMV notifies the approved IIC in Spain of the authorisation referred to in paragraph 1 (a), it shall take the necessary measures to comply with the provisions of Article 66 as soon as possible.

Article 61. Merger and division.

1. Where the main IIC is merged with another IIC or is split into two or more IICs, the subordinated IIC authorised in Spain shall be the subject of liquidation, unless the CNMV authorises the subordinate IIC to:

a) Continue to be a subordinate IIC of the same main IIC, in cases where the main IIC is the IIC beneficiary of the intended merger, or in cases where the main IIC is to continue to exist, without changes substantial, as one of the IICs resulting from the planned split.

b) Become a subordinate IIC of another main IIC arising from the expected merger or split of the main IIC, in cases where the main IIC is the merged IIC and, due to the merger, the subordinate IIC is become a shareholder or a participant in the beneficiary IIC or in cases where the subordinated IIC becomes a participant or shareholders in an IIC arising from a division and which is substantially different from the initial core IIC.

c) Replace the main IIC with another person outside the merger or division.

d) Modify your social regulations or statutes in order to transform into an IIC that is not subordinate.

The merger or division of a main IIC authorised in Spain shall be effective where it has provided all its members or shareholders and, where appropriate, the competent authorities of the Member States of the European Union of origin of their subordinate IICs the information specified in Article 42, or information comparable to that information, no later than 60 calendar days before the expected date of effectiveness.

Except where the CNMV, if the subordinated IIC has been authorised in Spain, or its competent authorities, if it has been authorised in another Member State of the European Union, have granted authorisation in accordance with the provisions of the First subparagraph, point (a), the main IIC authorised in Spain shall allow the subordinated to repurchase or repay the shares or shares held in the main IIC before the merger or division is effective.

2. The subordinated IIC authorised in Spain shall submit to the CNMV no later than one month after receiving from the main IIC the information specified in Article 42, or information comparable to that information; or at least three months prior to the date of receipt of the main IIC. of the effective date for the merger or division, where the main IIC has provided the IIC with such information at least four months in advance of the planned effective date of the merger or division, the following documentation:

a) When it is proposed to continue to be a subordinate IIC of the same core IIC as provided for in point (a) of the preceding paragraph:

1. º An authorization request in this regard.

2. º Where appropriate, an application for authorization of the modifications provided for in their regulations or social statutes.

3. º Where appropriate, the modifications of your prospectus and the document with the key investor data.

(b) Where it is proposed to become a subordinate IIC of another main IIC arising from the expected merger or division of the main IIC in accordance with the provisions of point (b) of the previous paragraph, or propose to invest at least 85% of its assets in shares or units of another main IIC outside the merger or division, in accordance with point (c) of the preceding paragraph:

1. º An authorization request for that investment.

2. º An application for authorization of the modifications provided for in their regulations or social statutes.

3. The modifications to your prospectus and the document with the key investor data.

4. The other documents required under Article 55.2.

c) When it is proposed to become an IIC that is not a subordinate IIC, as provided for in point (d) of the previous paragraph:

1. º An application for authorization of the modifications provided for in their regulations or social statutes.

2. The modifications to your prospectus and the document with the key investor data.

d) When the IIC intends to enter into liquidation, a notification of such intent. In such a case, it shall inform the main IIC and its members or shareholders of such intention without delay.

3. The CNMV shall give a reasoned decision and notify it to the subordinate IIC authorised in Spain within 15 working days following the submission of the documentation referred to in point (a), (b) or (c) of the previous paragraph, depending on the case. The subordinate IIC shall communicate this authorisation to the main IIC.

4. Once the CNMV notifies the approved IIC in Spain of the authorisation referred to in point (b) of Article 61.2, it shall take the necessary measures to comply with the provisions of Article 66 as soon as possible.

Article 62. Buy back and refund.

1. In the procedures referred to in points (b), (c) or (d) of Article 61.1, the subordinated IIC authorised in Spain shall exercise the right to request the repurchase and redemption of its shares or units in the main IIC in accordance with the Article 44, and third paragraph of Article 61.1, if the CNMV has not granted the necessary necessary authorisation, at least on the business day preceding the last day on which the subordinated IIC may request the repurchase or redemption of its shares or participations in the main IIC.

The subordinated IIC will also exercise this right to ensure that it is not injured the right of its own members or shareholders to request the repurchase or redemption of its shares or units in accordance with point (d) of Article 66.1.

Before exercising the right referred to in the first subparagraph, the subordinated IIC shall take into consideration alternative solutions that may prevent or reduce transaction costs or other negative effects for its own Shareholders or shareholders.

2. Where the subordinated IIC authorised in Spain requests the repurchase or redemption of its shares or units in the main IIC, it shall receive:

a) The product of the repurchase or cash refund, or

b) A part or all of the product of the repurchase or redemption as a transfer in kind if the subordinated IIC so wishes and this is contemplated in the agreement between the subordinate IIC and the main IIC or the rules internal activity of the activity. The subordinated IIC may convert any part of the transferred assets into cash at any time.

The CNMV shall grant the authorisation referred to in Article 61.1 to the subordinated IIC authorised in Spain provided that any cash amount held by or received by the IIC under this paragraph is reinvest solely for the purpose of efficient cash management before the date on which the subordinated IIC is to start investing well in the new main IIC, or in accordance with its new investment policy.

Article 63. Depositaries of the main and subordinate IICs.

1. Where the main IIC and the subordinated IIC have different depositaries, the latter shall conclude an exchange of information agreement so that both depositaries can perform their duties.

The subordinate IIC will not be able to invest in the principal until such an agreement enters into force.

The compliance by the depositary of the main IIC and that of the subordinate of the requirements set forth in this article shall not constitute an infringement of any provision restricting the disclosure of information or relates to the protection of data where that provision has been established under a contract or rules of law, regulation or administrative law. No liability shall be derived from such compliance for the depositary or for any person acting on its behalf.

The subordinated IIC or, as the case may be, its management company shall transmit to its depositary any information relating to the main IIC that is necessary for the fulfilment of the obligations of the depositary of the subordinated IIC.

2. The agreement referred to in paragraph 1 shall include the following terms

(a) The documents and information to be exchanged on a regular basis both by the depositary, indicating whether they will be provided by a depositary to another on its own initiative or upon request.

(b) The form and timing, of transmission of the information by the depositary of the main IIC to the depositary of the subordinated IIC.

(c) Coordination of the participation of both depositaries, taking into account their respective obligations, in operational matters, in particular:

1. The procedure for calculating the liquidative value of each IIC, including any measure to avoid synchronisation activities with market performance, in accordance with Article 59.1.

2. The treatment of the instructions of the IIC subordinate for the acquisition, subscription or request for repurchase or redemption of the shares or units in the main IIC, and the settlement of these transactions, including any provision relating to the transfer of assets in kind.

d) The coordination of the accounting procedures for the closing of the financial year.

e) The data that the depositary of the main IIC must notify to the depositary of the IIC subordinate about the infringements of the legislation and its development rules and the regulations or the social statutes, committed by the main IIC, as well as the form and timing of the notification.

f) The procedure for handling specific requests for assistance from one depositary to another.

g) The type of specific contingencies to be notified by one depositary to another, as well as the mode and timing of the notification.

3. Where the main IIC has been authorised in Spain, its depositary shall immediately inform the CNMV, the subordinate IIC or, where appropriate, its management company and the depositary of the subordinated IIC, of any possible irregularity, in accordance with the Law 35/2003 of 4 November and its implementing legislation, which it detects in the exercise of its functions, which may have a negative impact on the subordinate IIC. Among others, you will report the following:

a) The errors in the calculation of the liquidative value of the main IIC.

(b) errors in acquisition, underwriting, or solicitation of repurchase transactions or redemption of shares or units in the principal IIC and in the settlement of such transactions, made by the subordinated IIC.

c) Errors in the payment or capitalization of returns from the main IIC, or in the calculation of any related withholding tax.

d) Non-compliance with the objectives or investment policy of the main IIC, as described in the regulation or the social statutes, the prospectus or the document with the key investor data.

e) The violation of the investment and loan limits laid down in Law 35/2003, of November 4 or in its implementing regulations, in the social regulations or statutes, the prospectus or the document with the fundamental data for the investor.

Article 64. Auditors of the main and subordinate IICs.

1. Where the main IIC and the subordinated IIC have different auditors, the latter shall conclude an exchange of information agreement so that both auditors can perform their duties, including the provisions adopted to comply with them. requirements of paragraph 4.

The subordinate IIC will not be able to invest in the principal until such an agreement enters into force.

2. The agreement referred to in paragraph 1 shall include the following terms

(a) The documents and information to be exchanged on a regular basis both auditors, indicating whether the documents and the information will be provided by an auditor to another on his own initiative or upon request.

(b) The form and timing, of the transmission of the information by the auditor of the main IIC to the auditor of the subordinate IIC.

c) The coordination of the intervention of each auditor in the accounting procedures for closing the financial year in the relevant IIC.

(d) The issues to be considered irregularities, reflected in the audit report of the auditor of the main IIC, for the purposes of the second subparagraph of paragraph 4.

e) The mode and time to process specific requests for assistance from one auditor to another, including the request for additional information on irregularities reflected in the IIC auditor's audit report principal.

(f) The provisions concerning the preparation of the audit reports referred to in paragraph 4, and the manner and timing of the delivery of the audit report of the main IIC and the draft reports to the auditor of the Subordinate IIC.

g) If the subordinated IIC and the main IIC have different dates for the closing of the accounting year, the mode and time when the auditor of the main IIC shall draw up the specific report referred to in paragraph 4, and deliver, along with the report projects, the subordinate IIC auditor.

3. In its audit report, the auditor of the subordinate IIC shall take into account the audit report of the main IIC. If the subordinated IIC and the principal follow different accounting years, the auditor of the main IIC shall draw up a report for this specific purpose at a closing date that matches the closing date of the subordinated IIC.

The auditor of the subordinate IIC shall report in particular any possible irregularity reflected in the audit report of the main IIC and its impact on the subordinate IIC.

4. The compliance by the auditor of the main IIC and that of the subordinate of the requirements set out in this article shall not constitute an infringement of any provision that restricts the disclosure of information or relates to the data protection where such provision has been established under a contract or rules of law, regulatory or administrative law. No liability shall be derived from such compliance for the auditor or any person acting on his behalf.

Article 65. Mandatory information and advertising communications of subordinate IICs.

1. The background IIC brochure will contain the following additional information:

(a) A statement that the IIC has the status of a subordinate of a particular IIC and, as such, permanently invests 85% of its assets in units or shares in that IIC principal.

(b) The objectives and the investment policy, including the risk profile and the determination of whether the performance of the subordinated and principal IIC are identical, or to what extent and for what reasons they differ, together with a description of investments made in accordance with Article 54.2.

c) A brief description of the main IIC, its organization, its target and its investment policy, as well as the risk profile and indication of where the main IIC prospectus can be obtained.

(d) A summary of the agreement between the subordinate IIC and the principal or internal rules for the exercise of the activity referred to in Article 56.

e) The way in which participants or shareholders may obtain additional information on the main IIC and the agreement between the subordinate IIC and the principal referred to in Article 56.

(f) A description of any remuneration or cost reimbursement to be met by the subordinated IIC under its investments in units or shares in the main IIC, and also of the IIC's aggregate expenditure subordinate and the principal.

g) A description of the tax implications that investments in the main IIC have for the subordinate IIC.

2. The annual report of the subordinated IIC shall additionally contain a statement of the aggregate expenditure of the subordinated IIC and the principal.

The annual and semi-annual reports of the subordinate IIC will indicate where the annual and semi-annual reports of the main IIC can be obtained.

3. The subordinated IIC authorised in Spain shall present the prospectus, the document with the key investor information and any possible modification thereof, as well as the annual and semi-annual reports of the main IIC, to the CNMV.

However, the subordinated IIC authorised in Spain shall be exempted from the submission of the said documentation relating to its main IIC, when the main IIC is registered with the CNMV.

4. The subordinated IIC shall record in the relevant advertising communications the fact that it permanently invests at least 85% of its assets in units or shares of a particular IIC.

5. The subordinated IIC shall provide investors, on request and free of charge, with a paper copy of the prospectus and the annual and half-yearly reports of the main IIC. The prospectus may also be provided on a durable medium or through the management company's website.

Article 66. Transformation of existing IIC into subordinate IIC and main IIC replacement.

1. An IIC authorised in Spain which has been authorised as a non-subordinated IIC or as a subordinate IIC of another main IIC shall forward to its members or shareholders the following information in order to be transformed into a subordinate IIC or a replace your main IIC:

a) A statement stating that the CNMV authorized the investment in that main IIC.

b) The document with the key data for the investor of the subordinated IIC and the main IIC. If any of the above documents are not yet registered with the CNMV, a draft of the document to be registered will be submitted.

(c) The date on which the subordinated IIC is to start its investment in the main IIC or, if it has already invested in it, the date on which its investment exceeds the applicable limit under Articles 50 and 51.

(d) A statement of the record that members or shareholders may exercise the right of separation, for a period of 30 calendar days; this right shall be effective from the moment the subordinate IIC has provided the information referred to in this paragraph.

2. The information referred to in the preceding paragraph shall be provided at least 30 calendar days before the date referred to in point (c) of the first subparagraph, on paper or on another durable medium, as defined in Article 18.1 of the Law. 35/2003, dated November 4.

When the information is to be provided to all or any of the members or shareholders on a durable medium other than paper, the following conditions shall be met:

(a) The transmission of the information must be appropriate to the context in which the commercial relations between the shareholder and the shareholder and the subordinate IIC, or, where appropriate, the company of the shareholder, are developed or are to be developed. management.

For this purpose, the transmission of information by electronic means shall be deemed appropriate if there is evidence that the participant or shareholder has regular access to the Internet. The communication by the shareholder or shareholder of an e-mail address shall be deemed to constitute a valid test.

(b) The choice between obtaining the information on paper or on other durable medium should be offered to the shareholder or shareholder and the holder shall choose the provision of the information on that other durable medium other than the paper.

3. If the subordinated IIC authorised in Spain has been the subject of the notification by the CNMV referred to in Article 16 of Law 35/2003 of 4 November, the information referred to in paragraph 1 shall be provided in the official language or in the one of the official languages of the host Member State of such a subordinate IIC or in a language admitted by its competent authorities. The translation will be performed under the responsibility of the subordinate IIC and will faithfully reflect the contents of the original.

4. The subordinated IIC may not invest in the principal above the limit applicable under Articles 50 and 51 before the period of 30 calendar days referred to in paragraph 2 has elapsed.

5. In order to obtain the authorisation referred to in paragraph 1 of this Article, the IIC shall provide the CNMV with:

(a) In case of transformation into subordinate IIC: the documentation detailed in Article 55.2.

b) In case of replacement of the main IIC: the documentation detailed in article 60.2.a) or 61.2.b).

Article 67. Obligations of the subordinate IIC.

1. The subordinate IIC will effectively follow up the activity of the main IIC. In compliance with that obligation, the subordinated IIC may rely on the information and documentation received from the principal or, where appropriate, its managing company, depositary and auditor, except where there are reasons to doubt its accuracy.

2. Where, in relation to an investment in the units of the main IIC, the subordinated IIC, the management company of the IIC or any other person acting on behalf of the subordinate IIC or its management company is given any commission or any other monetary benefit, these shall be incorporated into the assets of the subordinated IIC.

Article 68. Information to the competent authorities.

1. The main IIC authorised in Spain shall immediately inform the CNMV of the identity of each of the subordinate IICs that invest in their units or shares. Where a subordinate IIC has not been authorised in Spain, the CNMV shall immediately inform the competent authorities of the Member State of the European Union of origin of the subordinate IIC of that investment.

2. The main IIC will not charge subscription or reimbursement fees to the subordinate IIC.

3. The main IIC authorised in Spain shall ensure that all information required under Law 35/2003 of 4 November, and its implementing rules, as well as other national or European Union rules of application, are regulations or social statutes, on a timely basis in the possession of the subordinate IIC or, where appropriate, its management company, of the CNMV, if the subordinated IIC has been authorised in Spain, or its competent authorities, if it has been authorised in another Member State of the European Union, the depositary and the auditor of the subordinate IIC.

Article 69. Information from the competent authorities.

1. Where both the main IIC and the subordinated IIC are authorised in Spain, the CNMV shall immediately inform the subordinate IIC of any decision, measure, finding of non-compliance with the provisions of Article 54 et seq., or communicated by the statutory auditors, which relates to the main IIC or, where appropriate, its management company, its depositary or its auditor.

2. Where the main IIC is authorised in Spain and the IIC under another Member State of the European Union, the CNMV shall immediately inform the competent authorities of the Member State of origin of the IIC subordinate of any decision, measure, a finding of non-compliance with the provisions of Articles 54 and following or information communicated by the statutory auditors, which relates to the main IIC or, where appropriate, its management company, its depositary or its auditor.

3. Where the subordinated IIC is authorised in Spain and the main IIC in another Member State of the European Union, the CNMV shall immediately receive information from the competent authorities of the Member State of origin of the IIC. principal on any decision, measure or finding of non-compliance or information communicated by the statutory auditors, which relates to the main IIC or, where appropriate, its management company, its depositary or its auditor.

When the CNMV receives this information, it will be transmitted immediately to the subordinate IIC.

Article 70. Limits to commissions.

1. Where both the subordinate IIC and the main IIC have been authorised in Spain, the following rules shall be taken into account:

(a) The management and deposit fees applied to the subordinated IIC, as well as the subscription and reimbursement fees and the discounts for the fund to be used in the subscriptions and repayments, may not exceed the maximum limits provided for in Article 5.

(b) The fee scheme shall be included in the prospectus, in the periodic reports of the subordinate IIC, as well as in any other publication of the institution's promotion.

2. Where the main IIC is authorised in Spain, the maximum limits provided for in Article 5 shall apply to the management and storage fees.

Article 71. Obligations towards third parties.

1. IICs of a financial nature may be indebted to the joint 10% limit of their asset for the purpose of resolving transitional cash difficulties, provided that it occurs for a period not exceeding one month, or for the acquisition of assets with payment deferred, subject to the conditions laid down by the CNMV. For these purposes, the debits incurred in the purchase of financial assets shall not be taken into account in the settlement period of the transaction establishing the market where they have been contracted.

2. Investment companies may also contract loans for the purchase of immovable property for the continuation of their activities up to 10% of their assets, without in any event their total indebtedness exceeding 15% of their assets. assets.

3. Neither the management companies in relation to the IICs managed by them nor the investment companies shall be able to carry out the uncovered sales of the financial assets referred to in Article 48 (1) (c), (d) and (h). They will also not be able to make uncovered sales of unlisted securities. In any event, the uncovered sales of the securities and financial instruments provided for in Article 48.1.a) shall be subject to the obligation to maintain additional liquidity, which shall be calculated on a daily basis on the basis of the the value or instrument concerned, in the terms set out by the CNMV.

Section 3. Special Provisions

Article 72. Special provisions applicable to IICs which do not comply with Directive 2009 /65/EC of 13 July.

Investment companies of a non-harmonised financial character or SICAV and non-harmonised investment funds or investment funds referred to in Article 13 of this Regulation shall comply with all the requirements of this Regulation. the forecasts of this, with the exception of the following exceptions:

(a) In the case of IICs which replicate or reproduce a given stock index or fixed income index referred to in Article 50.2.d), the removal of the 20% limit may be extended to 35% as long as it is justified by reason of exceptional on the market and be included in the prospectus and in any advertising for the promotion of the IIC.

(b) IICs carrying out a management aimed at achieving a specific objective of profitability may not comply with the requirement laid down in the third paragraph of Article 50.2 (b) of this Regulation. If there is a guarantee given to the institution itself by a third party in these IICs, the limits provided for in Article 52 (3) and (4) shall not apply.

Article 73. Special provisions of the IIC for free investment.

The IICs referred to in this article will be applicable to the financial IIC rules contained in this regulation, with the following exceptions:

(a) The shares or shares of these IICs shall be subscribed or acquired by an initial minimum disbursement of EUR 50 000. The above requirement shall not apply to unit-holders who have the status of professional clients as defined in Article 78b (3) of Law 24/1988 of 28 July.

(b) They may only carry out the marketing activities referred to in Article 2.1 of Law 35/2003 of 4 November, when they are addressed to professional clients as defined in Article 78a.3 of the Law. 24/1988, July 28.

(c) Free investment IICs shall have at least 25 shareholders or members.

(d) Subscriptions and repayments of investment funds or, where appropriate, acquisitions and sales of the shares of investment companies may be made, provided that the prospectus establishes it, by means of delivery of assets. and financial instruments eligible for investment, appropriate to the investment vocation of the IIC.

(e) The liquidative value of the shares and units shall be calculated at least quarterly. However, where the planned investments so require, the liquidative value may be calculated at a frequency not exceeding the six-month period. The subscriptions and repayments of the funds or, where appropriate, the acquisitions and sales of the shares of the investment companies shall be carried out at the same frequency as the calculation of the settlement value. However, an IIC of free investment may not grant the right of reimbursement at all the dates of calculation of the value of the liquidative value where the planned investments so require, the fact that this circumstance is expressly included in the prospectus information.

(f) The CNMV may authorise, when required by the planned investments, that the free investment IICs establish minimum stay periods for their shareholders or unit-holders. This requirement shall be included in the prospectus of the institution.

g) The free investment IIC which guarantees reimbursement from its assets may set a ceiling on the amount of repayments on a given date, with the application of prorate rules when requests to refunds exceed that maximum limit. For a given refund request the prorate may be applied only once. Where the partner or participant has not expressly renounced, the non-paid party shall be reimbursed with priority at the following date of calculation of the settlement value and shall be calculated in accordance with it. These circumstances must be included in the information leaflet.

(h) The provisions of this regulation on the ceilings and the forms of calculation of the management, deposit, subscription and reimbursement fees shall not apply to them.

(i) Free investment IIC may provide for periods of notice for subscriptions and repayments, whichever is the amount. This should be stated in the prospectus.

(j) The provisions of Article 78.5 shall not apply to the maximum period for the payment of reimbursement. However, the payment of the reimbursement shall be made before the end of the period of calculation of the liquidative value from the date to which the applicable settlement value corresponds, the latter being the first calculated with after the expiry of the notice, and in any event, before the expiry of the nine months after the date on which the notice was issued. Such circumstances shall be included in the prospectus.

k) They may invest in financial assets and instruments and in derivative financial instruments, whatever the nature of their underlying, taking into account the principles of liquidity, risk diversification and transparency which are set out in Article 23 of Law 35/2003 of 4 November. The investment rules contained in Section I of Chapter I of Title III of this Regulation shall not apply to them.

(l) The IIC debt limit must be set out in the prospectus, which shall not exceed the value of its assets by five times. The general limits provided for in Law 35/2003 of 4 November for the pignoration of assets shall not apply to them.

The information leaflet will include information on the criteria that IIC or the management company has decided to apply in the valuation of assets, the possible existence of conflicts of interest in carrying out transactions linked, the fees and charges applicable to the IIC and the investors and the minimum pre-notices required to make the repayments to ensure adequate liquidity management of the IIC.

m) The risk management system referred to in Article 52.1 shall monitor the non-compliance with its commitments for the redemption of cash or delivery of securities and shall include the periodic performance of (a) simulation of the effect on the ability of the IIC to fulfil its obligations in the event of adverse market developments. Paragraph 2 of that Article shall not apply to them.

n) Prior to the subscription or acquisition of the units or shares of these IICs, the investor must state in writing that he knows the risks inherent in the investment. Compliance with this obligation shall be without prejudice to the respect at all times, by these IICs, to the rules of conduct provided for in Law 35/2003 of 4 November, in this Regulation and in its implementing rules.

The requirement of the document in which the prior consent is written shall not apply to professional clients as defined in article 78,bis.3 of Law 24/2088 of 28 July. Such a document shall also not be required where there are discretionary portfolio management contracts that allow for investment in this type of IIC and include warnings equivalent to those of the cited document.

n) These IICs shall be entered in a special register created for this purpose in the CNMV.

(o) The CNMV will determine the degree of detail with which, in accordance with Article 17 (5) of Law 35/2003 of 4 November, these institutions will report on their portfolio of securities, without any application in this respect. Article 26 (1) (d) of this Regulation in respect of annual, half-yearly and quarterly reports.

p) The CNMV shall determine the system of use of estimated settlement values for these IICs.

The Minister of Economy and Competitiveness may, in order to protect the integrity of the market, provide for temporary exceptions to the regime provided for in this Article, either as a general or individual, for one or more funds, or for one or several of the requirements set out in the preceding paragraphs. The CNMV shall develop the content of the document referred to in point (n), which shall clearly reflect the risks involved in the investment, as well as enable the investor to adequately understand those risks.

Likewise, the CNMV will establish the specific requirements that the management companies of this type of IIC have to have. In compliance with the provisions of Article 43.1 (i) and (j) of Law 35/2003 of 4 November, the requirements to be met shall in any event include:

1. Dispose of human and material resources necessary to carry out appropriate risk control, including risk control and measurement systems, and to allow for a prior assessment and monitoring continuous investments;

2. Contar with appropriate investment selection procedures.

Additionally, the CNMV will be able to establish, among others, additional requirements of own resources to the management companies that manage this type of IIC.

Article 74. Special provisions of the IIC of free investment IIC.

1. The IICs referred to in this article shall be applicable to the rules on financial IIC contained in this Regulation, with the following exceptions:

(a) You must invest at least 60% of your equity in IIC of free investment referred to in the previous article incorporated in Spain and in similar foreign IICs, or domiciled in countries belonging to the Union European or OECD, or the management of which has been entrusted to a management company subject to supervision with domicile in a country belonging to the European Union or to the OECD.

(b) They may not invest more than 10% of their assets in a single IIC referred to in the preceding paragraph. The excess over that limit may be regulated by the IIC within one year from the time it occurred, provided that such excess has occurred after the date of the last partial or total acquisition of the securities. in question. However, where the excess exceeds the limits by more than 35%, the IIC of free investment IIC shall reduce that excess to a percentage below 35% of the limit within six months, without prejudice to the total regularisation within the period of a year.

(c) The liquidative value of the shares and units shall be calculated at least quarterly. However, where the planned investments so require, the liquidative value may be calculated at a frequency not exceeding the six-month period. The subscriptions and repayments of the funds or, where appropriate, the acquisitions and sales of the shares of the investment companies shall be carried out at the same frequency as the calculation of the settlement value. However, where the planned investments so require and taking into account their marketing policy, an IIC of free investment IIC may not grant the right to reimbursement on all dates for the calculation of the settlement value, provided that This condition is expressly stated in the information leaflet.

(d) The CNMV may authorise, when required by the investments envisaged and taking into account the marketing policy of the institution, that the IIC of free investment IIC establish minimum periods of stay for its shareholders or members. This requirement shall be included in the prospectus of the institution.

(e) The CNMV may authorise, in the light of the investment policy and taking into account the marketing policy, that the IIC of free investment IICs which guarantee the reimbursement of its assets will set a limit maximum the amount of refunds on a given date, applying prorate rules when requests for refunds exceed that maximum limit. For a given refund request the prorate may be applied only once. Where the partner or participant has not expressly renounced, the non-paid party shall be reimbursed with priority at the following date of calculation of the settlement value and shall be calculated in accordance with it. These circumstances must be included in the information leaflet.

(f) The provisions of this Regulation on the ceilings and the forms of calculation of the management, deposit, subscription and reimbursement fees shall not apply to them.

g) The CNMV may authorize, in accordance with the investment policy of the institution and taking into account its marketing policy, that the IIC may establish periods of notice for subscriptions and refunds, any which is its value. This should be stated in the prospectus. Such periods of notice may not exceed more than 15 calendar days for the calculation of the liquidative value.

(h) The CNMV may authorise, on the basis of the investment policy of the institution and taking into account its marketing policy that the IIC does not apply the provisions of Article 78.5 of this Regulation on the maximum period for the payment of the refund. However, the payment of the reimbursement shall be made before the end of the period of calculation of the settlement value, from the date to which the applicable settlement value corresponds, the latter being the first calculated with after the expiry of the notice, and in any event, before the expiry of the six months after the date on which the notice was issued. Such circumstances shall be included in the prospectus.

i) These IICs shall be entered in a special register created for this purpose in the CNMV.

(j) Prior to the subscription of the shares or to the acquisition of the shares, the investor must state in writing that he is aware of the risks inherent in the investment. Compliance with this obligation shall be without prejudice to the respect at all times, by these IICs, to the rules of conduct provided for in Law 35/2003 of 4 November, in this Regulation and in its implementing rules. For these IICs, the provisions of the second subparagraph of point (n) of the previous Article shall also apply.

k) In the prospectus and in the document with the key investor information, the information provided for in Law 35/2003 of 4 November and in Article 23 of this Regulation, with special detail of the information, will be collected. concerning the purpose, the investment policy and the risks inherent in it, to the risk profile of the IIC and the investors to which it is directed, to the minimum notice sufficient to make the repayments of the shares or units without this would prejudice other investors and the fees and charges which will be directly or indirectly borne by the IIC. It should be included in the prospectus, in the document with the key data for the investor and in any publication of the promotion of the IIC in a way that is clearly visible to the special risks that may involve investment in these IICs.

(l) The annual, semi-annual and quarterly reports of the IIC shall not be required to contain the information contained in point (d) of Article 26.1 of this Regulation concerning the securities portfolio. However, the CNMV may determine the detail with which the portfolio of securities of these institutions will be reported.

m) The CNMV shall determine the arrangements for the use of estimated settlement values for these IICs.

(n) The CNMV may exceptionally extend the maximum period of indebtedness set out in Article 71.1 where one of these IICs is in a situation of serious cash difficulties.

2. The IICs referred to in this Article shall not in turn invest in other IIC of Free Investment IIC or similar foreign IICs.

3. The CNMV shall develop the content of the document referred to in paragraph 1 (j), which shall clearly reflect the risks involved in the investment, as well as enable the investor to be adequately aware of them.

Likewise, the CNMV will establish the specific requirements that the IIC management companies that manage this type of IIC should have. In compliance with the provisions of Article 43.1 (i) and (j) of Law 35/2003 of 4 November, the requirements to be met shall in any event include:

1. Dispose of human and material resources necessary to carry out appropriate risk control, including control and risk measurement systems; and to allow for a prior assessment and monitoring continuous investments;

2. Contar with appropriate investment selection procedures.

Additionally, the CNMV will be able to establish, among others, additional requirements of own resources to the management companies that manage this type of IIC.

Article 75. IIC and special purpose compartments.

1. Where, for exceptional circumstances relating to financial instruments in which an IIC has invested, its issuers or the markets, the valuation or sale at fair value of such instruments is not possible; such assets represent more than 5% of the IIC's assets, and serious damage in terms of equity to the interests of members or shareholders, the management company or the investment company, with the knowledge of the depositary, may be divided by the Original IIC transferring assets affected by these circumstances to an IIC or compartment resulting, newly created, of the same legal form, which shall be exclusively constituted by such assets.

For the estimation of the percentage referred to in the preceding paragraph, the management company or the investment company may use the last known valuation of the assets concerned or any other valuation technique of general acceptance.

2. The unit-holders or shareholders of the original IIC existing at the time they produce the circumstances mentioned in the previous paragraph, shall receive in proportion to their investment in the original IIC, units or shares of the IIC or Resulting special purpose compartment.

3. The creation of the IIC or compartment of special purpose will be the object of prior communication to the CNMV, for the purposes of registration in the corresponding register and will have the consideration of fact relevant in the terms of article 30. Such creation shall also be communicated in writing to the members or shareholders, with an indication of the reasons for the creation of the IIC or the special purpose compartment and the conditions governing the IIC.

4. The resulting IIC or special purpose compartment shall be governed by the provisions applicable to IICs or compartments, with the following exceptions:

(a) The investment rules contained in Section I of Chapter I of Title III shall not apply to them.

(b) They shall not have a minimum equity in accordance with Article 76 of the Regulation.

c) The calculation of the liquidative value shall be carried out at the periodicity of the original IIC or compartment. In case it is not possible to calculate the liquidative value, such circumstance shall be justified in the periodic public information.

d) Once created, the resulting IICs or special purpose compartments may not issue new units or shares. Members or shareholders shall be required to designate an account to be reimbursed or repurchased, or an IIC to perform the transfers, of their shares or units, as set out in this Article.

(e) Where the circumstances referred to in paragraph 1 above are totally or partially removed, the sale of the assets and the proportional distribution of the resulting liquidity shall be carried out with the greatest diligence. the investors in the resulting IIC or special purpose compartment, by means of the redemption or repurchase of the number of shares or shares that corresponds to it.

f) No commissions or refund discounts may be established. In respect of the management, deposit and other expenses referred to in Article 5.11, they shall be payable only and shall be settled where the resulting IIC or special purpose compartment has sufficient liquidity. The management and deposit fees shall be as high as the limit set in the original IIC.

g) No information leaflet will be required.

h) The creation of the resulting IIC or special purpose compartment shall not result in the separation right set out in Article 14.2.

i) In the periodic reports of the IIC, information should be included on the circumstances that led to the creation of the resulting IIC or special purpose compartment, as well as information on the liquidative value of the prospects for future developments of the component values in this resulting IIC or compartment and any other information deemed to be of interest to be available.

5. SICAV whose shares are admitted to trading on stock exchanges or other regulated markets or multilateral securities trading systems shall not be able to create special purpose compartments by necessarily adopting the IIC and may not apply for admission to trading on stock exchanges or other regulated markets or multilateral securities trading systems.

6. The transfer scheme set out in Article 28 of Law 35/2003 of 4 November may be applied to the repayments of the shares or units representing the IICs or the resulting special purpose compartments.

7. The resulting special purpose IICs or compartments shall not apply to the processing, merger and division arrangements contained in Articles 25, 26 and 27 of Law 35/2003 of 4 November.

8. Once the reimbursements or the repurchases or transfers of the investors have been satisfied, the resulting special purpose IIC or compartment will be extinguished, which will be communicated to the CNMV for entry in the register. corresponding.

Section 4. Financial collective investment funds

Article 76. Minimum assets of the collective investment funds of a financial character and their compartments.

Investment funds of a financial character shall have a minimum equity of three million euro, which shall be maintained as long as they are registered in the records of the CNMV, without prejudice to the provisions of Article 16.1.

In the case of funds per compartment, each compartment must have a minimum worth of EUR 600,000, without, in any event, the total equity of the fund is less than EUR 3 million.

However, investment funds and compartments may be set up with a lower estate which, in the case of the funds, will not be less than € 300,000 and, in the case of the compartments, EUR 60,000, all on condition of that within the maximum period of six months, counted from their registration in the registration of the CNMV, they reach the minimum patrimony set out in the preceding paragraphs. Otherwise, the bottom or, where appropriate, the compartment shall be dissolved and liquidated.

Contributions to the constitution of the assets shall be made exclusively in money, securities admitted to trading on an official secondary market or other financial assets which, in accordance with the rules of each institution, are eligible for the investment or to comply with the liquidity principle. Contributions of securities and other financial assets shall be subject to the investment policy rules laid down in this Regulation.

Article 77. Equity investment.

The SGIIC will have a one-month period of time from the registration of the fund in the corresponding register of the CNMV to make the investment of the cash contributions obtained on the occasion of its constitution.

You will also have a one-month period of time from the registration of the modification of the prospectus, to adapt the asset of the fund to any changes in the investment policy.

Article 78. Calculation of the settlement value and subscription and reimbursement arrangements.

1. The liquidative value of the units shall be calculated on a daily basis by the SGIIC, with the exception provided for in paragraph 3.

For the purposes of fixing such a settlement value, the value of the equity of the fund shall be the value of deducting the sum of all its assets, valued subject to the rules contained in this Regulation, and in the provisions that develop it. All operating costs shall be provided on a daily basis for the determination of the liquidative value.

Securities admitted to trading on stock exchanges or on other markets or organised trading systems shall be valued at the market prices of the day to which the calculation of the settlement value relates.

Non-listed securities acquired shall be valued in accordance with their effective value, according to criteria of maximum prudence and applying valorative methods generally accepted in practice. The Minister of Economy and Competitiveness and, with his express rating, the CNMV, will dictate the provisions necessary to establish the accounting treatment and to develop the valuation methods applicable to each type of unlisted securities.

2. The liquidative value applicable to subscriptions and repayments shall be the same day of their application or on the following working day, in accordance with what is provided for in the prospectus.

The prospectus should also indicate the procedure for underwriting and redemption of shares to ensure that the subscription and redemption orders will be accepted by the SGIIC only when they have been requested at a time in the the applicable liquidative value is unknown to the investor and is impossible to estimate in a certain way.

To achieve this objective, an hour of court may be established in the prospectus from which the orders received shall be deemed to be made on the following working day for the purposes of the liquidative value applicable to them. For these purposes, those in which there is no market for assets representing more than 5% of the equity of the fund shall not be considered business days. In the prospectus, different cut-off times may be set according to the marketer, which, in any case, shall be earlier than that established by the SGIIC in general.

3. Where the proposed investment is provided for in its management regulation, the liquidative value may, at least, be calculated on the dates provided for in the prospectus. In such cases, the liquidative value applied to the subscriptions and repayments shall be the first to be calculated after the request for the transaction.

4. In the case of automatic re-investment, the applicable settlement value shall be that corresponding to the date of the accrual of the recognised benefit to the participant.

5. The payment of the refund shall be made by the depositary within the maximum period of three working days from the date of the settlement value applicable to the application. Exceptionally, this period may be extended to five working days where the specialties of investments exceeding 5% of the fund's assets so require.

6. By way of derogation from the previous paragraph, the rules governing the management of the funds may provide that reimbursements for figures exceeding EUR 300 000 will require, for the full effectiveness, the notice to be given to the SGIIC with ten days ' notice. prior to the date of submission of the request for reimbursement. Also, where the total amount of the reimbursement to the same participant within a period of ten days is equal to or greater than EUR 300,000, the SGIIC may require the requirement of the notice for new requests for reimbursement which, whatever the amount of the aid, the amount of which is paid to you within 10 days of the last refund. To determine the computation of the figures provided for in this paragraph, account shall be taken of the total reimbursements ordered by the same proxy.

7. Where the hiring of listed securities has been suspended and such securities and other similar, not yet quoted securities issued by the same company form, part of the fund, the repayment and subscription of the holding shall be made at the price determined in accordance with the preceding paragraphs, provided that the value of the securities referred to above does not exceed 5% of the value of the assets and is provided for in the fund's rules of procedure.

In the opposite case, the subscription and redemption of shares shall be made in cash for the part of the price of the holding which does not correspond to the values quoted in the preceding paragraph, and the difference shall be made effective. where the contract is resumed, taking into account the contribution of the first day in which the contract is made. In the subscription, the participant, and in the reimbursements, the SGIIC, shall state that they undertake to make effective the differences calculated in the form expressed; the SGIIC shall proceed to the compensation of differences when the participant requests the repayment of the shares before the circumstances that gave rise to their debit were exceeded.

However, when the hiring of listed securities has been suspended, due to technical or other causes affecting the hiring of an entire market or organized hiring systems, and provided such Securities account for more than 80% of the value of the equity of the fund, the SGIIC may suspend the redemption and subscription of shares until the causes that gave rise to the suspension are sold, following communication to the CNMV.

8. In exceptional cases, the CNMV may authorise, on a reasoned request from the SGIIC and where provided for in the management regulation, that the redemption of the units is made in securities which form an integral part of the fund. The CNMV shall fix in such cases the conditions and time limits for the use of such exceptional power.

9. The CNMV is enabled to set specific rules for the calculation of the liquidative value.

Article 79. Quoted investment funds and listed SICAV index.

1. These are listed investment funds whose holdings are admitted to trading on a stock exchange.

2. The following are requirements for the admission to trading of equity securities of an investment fund:

(a) Obtain the authorization of the CNMV, in accordance with the procedure laid down in Article 10 of Law 35/2003 of 4 November. When the bottom of the fund is produced in the corresponding register of the CNMV, the admission to trading of its units shall be without effect.

b) Meet the special rules of Article 82.1. At the time of admission to trading, the minimum number of members shall not be required to be as set out in Article 3. The incorporation of the funds before a notary and its registration in the commercial register will be a potestative one.

(c) The objective of the investment policy is to reproduce an index that meets the conditions set out in Article 50.2.d) as well as any other underlying that the CNMV expressly authorizes.

(d) The SGIIC shall determine the composition of the stock basket and/or the amount of cash liable to be exchanged for units. The subscription and redemption operations shall be carried out in the securities belonging to or in the necessary amount of cash, in accordance with the requirements of the management company. In this respect, the SGIIC may limit in the information leaflet the operation of subscriptions and reimbursements only to entities, of those authorized in accordance with Articles 64 and 65 of Law 24/1988, of 28 July, in order to provide services investment, with which you have signed a contract for that purpose.

(e) For the purposes of facilitating the alignment of the value of the quotation with the estimated settlement value at different times of the procurement, institutions shall have to assume the commitment to offer in firm positions buying or selling units with a maximum price differential. Such entities shall belong to the categories referred to in paragraph d. The information leaflet of the fund shall contain the conditions and limits of the commitment made by those institutions and the maximum range of contributions they shall offer.

f) An appropriate dissemination must be carried out through the society of the exchange in which it is cotice of:

a. The fund's portfolio.

b. The composition of the basket of securities and/or the amount of cash liable to be exchanged for shares.

c. The estimated liquidative value at different times of the hiring.

g) The other requirements that the CNMV can set.

3. The procedure for the transfer of shares provided for in Article 28 of Law 35/2003 of 4 November of 4 November shall not apply to the investment funds listed.

4. Where the SGIIC admits that the subscription or redemption transactions are settled in cash, it shall establish mechanisms to pass on, to investors who subscribe or repay, any mismatches that may occur in the reproduction of the index. as a result of such operations.

5. These funds shall not be subject to the provisions of Article 53.

6. The stock exchange acquisition of shares of listed investment funds shall be exempt from the obligation to deliver the document free of charge to the investor and to the last half-yearly report. In any event, upon request, the prospectus and the latest published annual and quarterly reports shall be delivered.

7. In the information documents of the institution in which data on the liquidative value of the units are shown, the corresponding data based on the market share shall also appear. In addition, the CNMV may determine the detail to be reported in relation to the premium or discount of the listing in respect of the settlement value and the differences in profitability that occur between the benchmark and the fund investment. In all the publications of the institution, it should be noted that the fund is publicly traded and that its investment policy is to reproduce a certain index.

8. Listed index SICAV are those securities collective investment companies that comply with the above paragraphs with the following specialties:

(a) At the time of admission to trading, the minimum number of shareholders shall not be required to be as set out in Article 6 of this Regulation.

(b) Article 82 (3) to (6) and Articles 83 and 84 of this Regulation shall not apply to them.

(c) When the index SICAV is self-managed, all references in this article to the SGIIC shall be construed as references to the management board of the SICAV.

(d) The procedure for the transfer of shares provided for in Article 28 of Law 35/2003 of 4 November of 4 November shall not apply to the shares representing their share capital.

Section 5. Companies for collective investment of variable capital

Article 80. Concept, social capital and obligations vis-à-vis third parties.

1. They are variable capital investment companies of the financial character IICs that adopt the corporate form.

2. The minimum paid-up capital of the SICAV shall be EUR 2,400 000 and shall be maintained as long as the company is registered in the register, without prejudice to the provisions of Article 16.1. The initial capital must be fully subscribed and paid up from the time of the formation of the company. The maximum statutory capital may not exceed the initial capital by more than 10 times.

In the case of SICAV by compartments, each compartment shall have a minimum paid-up capital of EUR 480,000, without, in any event, the minimum total capital paid out is less than EUR 2,400,000.

3. Different series of actions may be issued which may be differentiated, inter alia, by the denomination currency, the profit distribution policy, the marketer, or the fees applicable to them. Shares belonging to the same series shall have equal nominal value and shall confer the same rights. Each of these series shall also receive a specific name, which shall be preceded by the name of the company and, where appropriate, the compartment.

4. The decrease or increase of the minimum capital and the increase or decrease of the maximum statutory must be agreed by the general meeting, with the requirements established by the recast of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010 of 2 July.

5. Shares representing the maximum statutory capital not subscribed to, or subsequently acquired by the company, shall be held in holding until they are put into circulation by the managing bodies. The portfolio shares shall be held by the depositary. The exercise of the rights incorporated in the portfolio shares shall be suspended until they have been subscribed and disbursed.

6. Contributions for the formation of the capital shall be made exclusively in money, securities admitted to trading on an official secondary market or in other financial assets which, in accordance with the rules of each institution, are eligible for the investment or to comply with the liquidity principle. Contributions of securities and other financial assets shall be subject to the investment policy rules laid down in this Regulation.

Article 81. Calculation of the liquidative value.

1. For the purposes of calculating the value of the liquidative value, the provisions of Article 78 shall apply.

The write-downs of movable or immovable property that are part of the asset, the taxes that tax the social benefit and all operating expenses shall be provided daily for the exact determination of the value of the company's assets.

For the purposes of the preceding paragraph, a forecast of the expenditure which may be incurred shall be made before the beginning of each financial year. This forecast should be made public in the first month of the financial year, through its inclusion in the quarterly report. It shall be excluded from this duty the SICAV that have delegated to an SGIIC all its management, administration and representation functions.

2. The shares shall be sold and repurchased by the company itself through at least one of the procedures provided for in the following three Articles. In the case of the listed SICAV index, the provisions of Article 79 of this Regulation shall apply.

3. The CNMV is enabled to set specific rules for the calculation of the liquidative value.

Article 82. Admission to trading on a stock exchange.

1. SICAV may request admission to trading on stock exchange of its shares, to which the following special rules apply:

(a) The requirements referred to in Article 26.1.a) of Law 24/1988 of 28 July and by reference, in Article 32, shall be fulfilled by the filing of the corresponding writing of the constitution, duly registered in the Mercantile Register and, where applicable, a literal certification of the relevant emission agreement.

(b) The prospectus referred to in Article 26.1.c) of Law 24/1988 of 28 July shall be the prospectus governed by this Regulation.

(c) The requirement laid down in Article 32.1.c) of the Regulation of the Official Exchanges of Trade, approved by Decree 1506/1967 of 30 June, shall not be required.

2. Where a SICAV is lowered in the corresponding register of the CNMV, the admission to the stock exchange of the shares of the company shall be without effect, without prejudice to the fact that the company may submit a new application for admission, with the general rules.

3. The company shall buy or sell its own shares in cash transactions, without settlement deferment, in stock exchanges, either in normal procurement, or through a public offering for the acquisition or sale of its shares, provided that the the purchase or sale price of their shares is, respectively, lower or higher than their liquidative value in the following terms:

(a) When the difference between the settlement value and the official listing is greater than 5% of that for three consecutive days, until the difference is reached below that percentage.

(b) Or there have been buying or selling positions that have not been met during the number of days determined by the Minister of Economy and Competitiveness.

The acquisition and sale operations performed by the company on its own shares must be carried out at a price which, without any appreciable deviations from its liquidative value, is unknown and is impossible to estimate in a certain way.

4. The results that are attributable to the acquisition and sale of their own shares may be distributed only when the assets, valued in accordance with the previous article, are higher than the paid-up share capital.

5. If, for any reason, the shares excluded from trading on a stock exchange are found in accordance with the provisions of Article 34 of Law 24/1988 of 28 July, the company will guarantee the shareholder that it intends to carry out its shares in the the liquidative value of these, fixed according to the average changes of the last month of trading, through a public offer addressed to all shareholders. The public procurement offer shall be made for a price equal to the settlement value of the day on which the refund is executed.

6. The Minister of Economy and Competitiveness and, with his express rating, the CNMV will dictate the necessary provisions for the development of the provisions of this article.

Article 83. Acquisition and sale of shares outside the stock exchange.

1. Where the company does not request admission to trading of its stock exchange shares, nor its incorporation into a market or organised securities trading system, it shall have the obligation to acquire and sell such shares from the same stock exchange. the time at which the interested parties are requested at a price equal to the liquidative value corresponding to the date of application, in accordance with Article 78.

2. The company may carry out these operations directly or through authorised intermediaries, and for this purpose commissions or discounts may be collected in favour of the company. When it intends to carry out this activity, it shall, on a prior basis, prove to the CNMV that it complies with the provisions of Article 95.

Article 84. Other liquidity procedures.

SICAV may request that its shares be incorporated into a market or organised securities procurement systems.

These markets or systems should include the facilities necessary to enable the SICAV to comply with the obligations laid down in Article 32 of Law 35/2003 of 4 November.

The company will purchase or sell its own shares in compliance with Article 82.3.

The company may provide in its statutes for the pre-notice regime referred to in Article 78.6.

CHAPTER II

Non-financial collective investment institutions

Section 1. Non-financial collective investment institutions

Article 85. Concept.

Non-financial IIC are all those that are not provided in the previous chapter.

Section 2. Third Real Estate Collective Investment Institutions

Article 86. Delimitation of the object.

1. Real estate IICs are those of a non-financial nature that have as their principal object the investment in real estate of an urban nature for their lease. For the purposes of this Regulation, investments in buildings of an urban nature shall be considered:

a) Investments in completed real estate. The following investments will be included in this letter, with a joint maximum limit of 15% on the IIC's heritage:

1. Investment in a company whose assets are primarily constituted by immovable property, provided that the acquisition of that property is designed to dissolve it within six months of its acquisition and the building is the lease object from this.

2. Investment in rental housing entities referred to in Chapter III of Title VII of the recast of the Company Tax Act, approved by the Royal Legislative Decree 4/2004 of 5 March 2004.

3. Inversiones in a company whose assets are primarily constituted by real estate, provided that the buildings are the subject of a lease.

4. Inversiones en sociedades anónidades de inversiones de inversión en el mercado real estate contemplated en la Ley 11/2009, de 26 de octubre, por la que se estuedos las Sociedades Anonymous Listed de Inversión en el Mercado Inmobiliones, provided that they do not have holdings in the capital or assets of other real estate IICs.

5. The investments in other real estate IICs, provided that in the fund rules or the statutes of the company whose shares or shares are intended to acquire do not authorize to invest more than 10% of the asset of the institution in units or shares of other IICs. In addition, the rules on investment arrangements, conflict prevention of interest, indebtedness and valuation of real estate should be similar to those included in this chapter.

(b) Investments in buildings in the construction phase, even if they are acquired on a plane basis, provided that the developer or builder has been granted the authorization or license to build.

(c) The purchase of purchase options where the value of the premium does not exceed 5% of the price of the property, as well as the purchase commitments on a real estate basis, provided that the maturity of the options and commitments is not exceed the two-year period and that the relevant contracts do not place restrictions on their free transmissibility.

d) The ownership of any other real property rights, provided that it allows them to fulfill their objective of being leased.

e) The ownership of administrative concessions that allow the lease of real estate.

2. Investments in buildings through purchase on a flat basis and purchase commitments may not represent more than 40% of the assets; for the purposes of this limit, the purchase commitments shall be valued at the agreed purchase price of the buildings object of the contract. Investment in purchase options shall not exceed 10 per cent of the equity; for the purposes of this limit, the purchase options shall be valued for the total premium paid.

With regard to the acquisition of properties of homes that are covered by some public protection regime, the special legislation applicable to them will be applicable.

3. Investments in buildings that integrate the assets of these institutions shall be registered, where appropriate, in their name in the Land Registry.

4. In no case, the IIC may exploit the business and services annexed to the real estate members of its asset, beyond the lease of the premises.

5. The real estate that is part of the real estate IIC asset may not be disposed of until three years have elapsed since its acquisition, unless it is exceptionally authorised by the CNMV.

Article 87. Assessment.

1. The criteria for the valuation of real estate and real estate rights that integrate the equity of real estate IICs will, in general, be those provided for in Royal Decree 716/2009 of 24 April, for the development of certain aspects of the Law 2/1981, of March 25, of regulation of the mortgage market and other rules of the mortgage and financial system, and in the regulations of development, with the adaptations and modifications established by the Minister of Economy and Competitiveness.

2. The appraisals will be carried out by a valuation company of those provided for in the mortgage market legislation.

3. The CNMV is enabled to establish how the valuation value should be considered in the estimation of the value of performing the buildings in the FII portfolio.

Article 88. Conflict prevention of interest.

1. The partners and unit-holders of real estate investment companies and funds may be tenants or holders of other rights other than those arising from their status as partners or members in respect of the immovable property which they integrate. the assets or assets of those assets, where this conflict of interest is not derived from this situation and is contracted at normal market prices and conditions. The same channels shall apply to any purchases or sales of assets of the asset made with the partners or members.

As provided for in the preceding paragraph, it shall also apply to persons or entities which maintain links with or form part of the same group, as provided for in Article 4 of Law 24/1988 of 28 January 1988. July.

The statutes of the real estate investment companies and the regulations of the real estate investment funds shall, where appropriate, collect the possibility of carrying out the operations described in this paragraph, and include specific rules of conduct on this subject. In any event, a ratio of such leased properties, acquired or sold to partners or unit-holders, as well as the amount to be paid as consideration, shall be included in the annual memory.

Real estate leased by the IIC to partners or unit-holders, as well as to persons or entities that maintain links with them, may not exceed 25% of the IIC's equity.

2. The entities of the group of the management companies of the funds and the real estate investment companies, in accordance with the criterion of Article 4 of Law 24/1988 of 28 July, may not be liable to be a tenant of the immovable property which they integrate. the assets of such funds and collective investment companies.

3. Real estate IICs may only acquire real estate from entities in the same group or in the group of their management company when they are newly constructed and provided that the following requirements are met:

(a) That the institution's regulations or statutes permit such acquisitions.

(b) The management company or, where appropriate, the investment company has a formal internal procedure set out in its internal rules of conduct to ensure that the transaction is carried out in the exclusive interest of the IIC. Confirmation that these requirements are met must be adopted by an independent commission set up within its board or, alternatively, by an internal body of the management company to which this function is entrusted.

(c) The management company or, where appropriate, the investment company shall report in the prospectus and on the regular information it publishes on the procedures adopted to avoid conflicts of interest and on transactions performed in the form and in the detail that the CNMV determines.

(d) The commission or internal body referred to in paragraph b shall report to the council on the operations carried out in the previous month. Where no such operations have occurred within a month, no report shall be required.

Real estate acquired from entities in the same IIC group or from the group of its management company may not assume more than 25% of the institution's assets.

4. Real estate IICs shall not be able to sell buildings to persons or entities in the same group or group of the management company.

5. For the purposes of paragraphs 3 and 4 above, the entities in which the conditions laid down in Article 4 of Law No 24/1988 of 28 July 1988 are to be considered belong to the same group.

Likewise, the provisions of paragraphs 3 and 4 above shall apply both to the establishment of the IIC in real estate, and to further capital or equity extensions, and to the planned transformation of the IIC. Article 25 of Law 35/2003 of 4 November, where the resulting is a real estate IIC.

Article 89. Specialties in respect of obligations vis-à-vis third parties.

1. Real estate IICs will be able to finance the acquisition of properties that integrate their equity with mortgage collateral. These buildings include those covered by a public protection scheme, the requirements and benefits of which shall be governed by the provisions of the relevant special rules. Such funding may also be used to finance rehabilitation of buildings.

2. The outstanding balance of external financing may not exceed 50% of the institution's assets at any time and information shall be provided to investors in the annual report and quarterly reports on the amount of the liabilities. in front of third parties. The calculation of such a limit shall not include the amount of funding which may be obtained under the provisions of the rules of the public housing protection scheme.

3. Without prejudice to the above paragraph, real estate IICs may, in addition, be in debt up to the limit of 10% of their computable assets to resolve transitional cash difficulties, provided that such debt is incurred by a period of not more than 18 months.

Article 90. Investment in real estate and liquidity.

1. Real estate investment companies shall invest at least 80% of the annual average monthly balances of their assets in immovable property in the terms of Article 86. The remainder of the asset may have it invested in securities admitted to trading on stock exchanges or in other markets or organised trading systems referred to in Article 48.

2. Real estate investment funds must adjust the investment of your asset to the following rules:

(a) At least 70% of the annual average monthly balances shall be invested in real estate in the terms of Article 86.1.

(b) They must maintain a minimum liquidity ratio of 10% of the total assets of the previous month. Compliance with the coefficient shall be limited to the months in which the unit-holders ' right of reimbursement exists and shall be calculated on the basis of the daily average of the ratio over the month. This coefficient shall be materialised in cash, deposits, accounts in the view of a credit institution or in fixed income instruments or instruments with a maturity period of less than 18 months and which are agreed with the repurchase of securities of public debt, provided that they are traded on secondary markets as provided for in Article 48.1.a).

(c) The remainder of the asset may be invested only in the securities referred to in paragraph 1.

The percentage provided for in the paragraph to be referred to the value resulting from the goods, rights and securities at the end of each month, in accordance with the valuation rules to be established by the Minister for Economic Affairs and Competitiveness and, with its express rating, the CNMV. To check whether the percentage is met, the calculation shall be carried out at the end of each year, as an average of the balances at the end of each month of the financial year, without any such balances being considered, for the purposes of that percentage, if the management company so decides, the contributions made by the unit-holders in the preceding 24 months to each of the dates considered in their calculation.

Article 91. Diversification of risk.

1. No good, including rights on it, may represent more than 35% of the total assets at the time of its acquisition. For these purposes, the market value of pre-purchase valuation shall be considered, or the value actually paid or committed when it is higher than that of the valuation. In the case of buildings, the percentage above will relate to the value of the building as a whole and not to the value of the different farms that make it up. For this purpose, all integrated buildings in the same building shall be considered as the sole building. The CNMV may, by way of exception, temporarily exempt from compliance with this limit at the request of the management company or, where appropriate, the investment company in the real estate, in the light of the market situation and the difficulty of find suitable buildings to cover these percentages.

2. The percentages and investment criteria referred to in this article and the foregoing articles shall be attained by the IICs within three years of their registration in the special register of the CNMV. During this transitional period, the IIC asset shall be invested in securities admitted to trading on stock exchanges or in other markets or organised trading systems referred to in Article 48.

3. Real estate integrated in the asset under any title and leased to entities in the same group may not represent more than 35% of the institution's assets. For these purposes, the group concept referred to in Article 4 of Law 24/1988 of 28 July 1988 shall apply. This limit must be met within 12 months of the IIC being registered in the special register of the CNMV.

Article 92. Specialties of real estate investment companies.

1. Real estate investment companies shall be public limited liability companies which may only take the form of fixed capital.

2. The minimum share capital of real estate investment companies will be EUR 9 million. In the case of companies by compartments, each of them must have a minimum capital of EUR 2,4 million, without, in any event, the total capital of the company being less than EUR 9 million.

3. Contributions to the formation or extension of capital may also be made in buildings. In this case, the real estate must be assessed at the time of its contribution. Such valuation may be the same as that required by Article 67 of the recast of the Capital Companies Act, approved by Royal Decree 1/2010 of 2 July 2010, to that end, the independent expert appointed by the Registrar Mercantile must be one of the valuation companies provided for in the legislation of the mortgage market. Also, when the contribution is made in the constitution, the operation must be reflected in the explanatory memorandum of the IIC presented prior to the authorization of the draft constitution. In the case of subsequent contributions, the information shall be collected in the quarterly report immediately following the operation.

Article 93. Regime of real estate investment funds.

1. Real estate investment funds must have an initial minimum worth of nine million euros, fully disbursed. In the case of funds per compartment, each of these funds shall have a minimum equity of EUR 2,4 million without, in any event, the total equity of the fund being less than EUR 9 million.

2. Contributions to the constitution or extension of the estate may also be made in buildings. In the case of the provision of buildings for the constitution, this operation must be reflected in the explanatory memorandum of the institution submitted prior to the authorization of the draft constitution; in the case of Further to the constitution, the information shall be collected in the quarterly report of the fund immediately following the operation. The fund regulations may limit the proportion of the contribution which may be made in kind, as well as impose limitations on unit-holders who have made less than a percentage of their cash contribution and wish to obtain the reimbursement of their participation before a given deadline; they may also apply discounts in favour of the fund in such cases.

3. The arrangements for participating interests and their subscription and reimbursement shall be in accordance with the following rules:

(a) The liquidative value shall be fixed at least monthly by the management company of the fund.

(b) The value of the real estate shall be taken as the reference of the last valuation. Decreases and increases in the value of the buildings shall be charged to the month in which the assessment is carried out.

(c) Members shall be permitted to subscribe or to request the redemption of their shares at least once a year, unless the CNMV, exceptionally, when there are market reasons for it or to ensure the good operation or stability of the fund, in the case of reimbursements, authorise a different time limit which may not exceed two years.

d) In exceptional cases, especially in cases of petitions exceeding 10% of the total assets of the fund, as well as in cases that the Minister of Economy and Competitiveness establishes to ensure sound management of the fund, the subscription or redemption of shares may be temporarily suspended or the non-compliance with the diversification coefficients set out in Article 91, as well as the reimbursement of assets belonging to the fund's assets, may be suspended. It will be up to the CNMV to give the appropriate authorization in each specific case. In the case of a provisional suspension of reimbursement, up to 10% of the assets shall be reimbursed; to that end, a pro rata shall be made between all the reimbursements requested prior to the suspension.

4. The immovable property and the rights in which it is invested shall be assessed at least once a year and, in any event, at the time of its acquisition, contribution to the fund or sale. In the case of sale, it will be sufficient for such goods or rights to be priced in the previous six months. The appraisals shall be carried out in accordance with the criteria and periodicity laid down expressly in the fund management regulation. In the case of acquisition, the immovable property shall be assessed for the first time within 12 months of its acquisition, in that month in which there is the smallest real estate whose valuation is to be carried out, with the exception expressly provided for in the information leaflet.

5. The scheme for the dissolution and liquidation of the real estate investment funds shall be as general rule in Article 35, with the following specialties during the liquidation period:

(a) Once the settlement process of the fund is initiated, the management commission which may receive the SGIIC as remuneration for its services to that fund may not exceed 1,5% of the fund's assets during the first year, the 1% during the second year and 0.5% from the third year onwards. During the settlement period of the fund, the SGIIC shall not be able to receive results management fee.

(b) A detailed reference to the sale process of the IIC property investment portfolio should be included in the regular public information. In particular, information must be provided for each period of the degree of progress of the sales process, the sales performances developed, the details of the properties sold, the sales prices, the investors contacted and the offers received. In addition, the annual report will include a summary of the sales process carried out throughout the year and a reference to the sales outlook for the following year.

(c) The depositary of the fund shall verify that the performance of the SGIIC in the settlement process is carried out with the utmost diligence to settle the fund in the shortest possible time, ensuring that each of the sales has been carried out for the benefit of the unit-holders and in market conditions. Such verification shall be reflected in an annual report to be made available to the CNMV.

TITLE IV

Managing societies of collective investment institutions

CHAPTER I

Concept and social object

Article 94. Activities related to IIC management.

For the purposes of Article 40.1 of Law 35/2003 of 4 November, the IIC management activity of the SGIICs shall include, inter alia, the following activities:

a) Asset management.

b) The administration of IIC. Within this activity, the following tasks are understood:

1. Legal and accounting services in relation to the management of IIC.

2. Client Queries, related to managed IICs.

3. th Valuation and determination of the liquidative value, including the applicable tax regime.

4. Control of compliance with applicable regulations.

5. th Take the record of shareholders or shareholders.

6. th Distribution, if any, of the yields.

7. th Subscription and redemption of fund shares and, where applicable, acquisition and disposal of IIC shares.

c) The marketing of IIC shares or shares.

Article 95. Marketing by IIC's SGIIC of shares and units.

1. The SGIICs that intend to carry out the marketing activity of both IIC shares and units managed by them and, where appropriate, other IICs, or other activities related to that referred to in Article 2.1, (a) of Law 35/2003, of 4 November, must, prior to its commencement, present to the CNMV a statement of activities which reflects its intention, accompanied by an explanatory memorandum in the form of its execution and supporting evidence of its capacity to comply with the requirements that the CNMV establishes in the development of this provision.

Once the compliance with the requirements is verified, the CNMV will incorporate the activity declarations into the corresponding register of the SGIIC.

2. This activity can be performed directly or by agents or proxies, depending on the following rules:

(a) When the activity is carried out directly, the opening and closing of branches, both in national and foreign territory, must be communicated to the CNMV within the time limit and the form it indicates for its constancy in the Register of the SGIIC. The CNMV may require any additional information on such decisions and on the manner of their execution.

(b) When the activity is performed by agent or proxy, the following items shall be provided. In any event, the SGIIC shall communicate it to the CNMV in the form and the time limit that it determines for its constancy in the corresponding register. The communication in any case shall include an express mention by the SGIIC that the agent complies with the requirements of suitability and good repute provided for in Article 43.1.h) of Law 35/2003 of 4 November.

The CNMV may obtain from the SGIIC and its agents or proxies any information it deems necessary on the matters relating to the matters covered by its jurisdiction.

Likewise, the exercise of the activity of the agents and proxies will be subject to the supervision of the CNMV, which may establish additional requirements for the agents and proxies for the coverage of the risks arising from the defaults or frauds arising from your activity.

3. The Minister of Economy and Competitiveness may make the opening of branches and the appointment of agents or proxies conditional upon the maintenance of certain levels of own resources or require additional levels of solvency to SGIICs.

Article 96. Agent and proxy requirements.

1. The consideration of agents or proxies shall be those which are not linked by employment relationship to the company or to entities in their group and to which the SGIIC has granted powers to act on its behalf and on its behalf. in the case of clients in the marketing of IIC shares and units the management of which is entrusted to them. Action as agents and proxies for legal persons shall be conditional upon the compatibility of such activity with its social object.

2. The agents or proxies shall comply with the requirements laid down in Article 43.1 (h) and (i) of Law 35/2003 of 4 November, and, where they are legal persons, as provided for in paragraph 1 (e) and (f) of the same Article, with the Precise adaptations to be made by the Minister for Economic Affairs and Competitiveness.

3. Such relations must be formalised by the granting of a power of attorney which must specify the territorial scope of action, including companies and investment funds, type of customers and the form of execution of the acquisitions or subscriptions and of the fees or refunds which, in any event, must comply with the requirements laid down in this Regulation and its implementing rules. In addition, institutions may conclude a contract governing other aspects of the representation relationship, such as the obligations arising out of the contract for the parties, the systems of bonds, the system of incompatibilities which, in their Case, it is desired to establish, the charging systems of commissions and the rules of conduct applicable to the representative.

4. Agents or proxies may not act by means of subagents or establish legal relationships that bind them personally to clients in matters related to the scope of the SGIIC.

5. The agents or proxies must show in all the relationships that they maintain with the clientele in an unequivocal manner their status as representatives of the SGIIC.

An agent or proxy may only represent an SGIIC or several belonging to the same group as defined in Article 4 of Law 24/1988 of 28 July. The SGIIC shall be liable to the shareholders or members of the damages that may arise from the action of their agents or proxies in the field of the representation granted.

6. The agents or proxies must comply with the customers ' obligations under Law 35/2003 of 4 November of this Regulation and of the other applicable provisions governing the marketing of shares and participations of IIC. The SGIICs shall be responsible for compliance by their agents with those standards and shall develop appropriate control procedures in accordance with the provisions of the following Article.

Article 97. Representation regime.

1. The SGIICs which grant proxies must, prior to their establishment, ensure that the agents or proxies have sufficient capacity, training and professionalism to carry out the activity which is the subject of the proxy.

2. The SGIIC shall at all times have the means and procedures for the internal control of the actions of its agents and proxies that are appropriate for the monitoring of the transactions and relations of the agent or proxy with the shareholders. or members. To this end, prior to the completion of the takeover, they shall verify the adequacy and adequacy of the administrative and media organization, the operational procedures, the internal control and accounting procedures and, where appropriate, the computer systems to be used by those in the further development of their actions. In the event that the representation is to be granted to a legal person, the above checks shall be extended to their economic and financial situation. The SGIIC shall condition the appointment of the agents and proxies to the satisfactory verification of the aspects referred to in this paragraph.

Similarly, the SGIICs may impose on agents and proxies that their actions are carried out in accordance with the operational, internal control and accounting procedures which, for that purpose, develops that, in particular in the This is the case for cash or payment instruments, as well as the use of computer systems to ensure the proper integration of data and information between agents or proxies and the SGIIC. To this end, the agents and proxies shall allow and collaborate in those operational audits, procedures and internal controls that are carried out by the SGIICs on such procedures and systems. The SGIIC shall condition the maintenance of the contract of representation to the compliance by its agents or proxies of these measures.

3. Any delivery of funds must be made directly between the SGIIC and the investor, without the funds being able to be even in a transitional period in power or in the account of the agent or agent. Except for the receipt or delivery of funds by means of nominative effects, either in favour of the IIC, or in favour of the investor, as appropriate.

4. In no case shall the shares or shares of the shareholders or members of the shareholders or members of the shareholders be held or held by the agents or proxies, and must be deposited directly in the name of those agents or agents.

5. Likewise, agents or proxies must be subject to rules that guarantee a behavior adjusted to the rules of conduct provided for in Law 35/2003, of 4 November, in Law 24/1988, of July 28, and in the rules of procedure of conduct of the SGIIC. The SGIICs shall be responsible for compliance by their agents with those standards, including all the requirements set out in this Title and in the rules that develop them.

6. The formalization of the proxies, their registration in the Mercantile Register and the communication to the CNMV will be prerequisites for the performance of the proxies.

7. The SGIIC must have a file whose content will determine the CNMV, relating to the documentary support of the agency relations and grants awarded.

8. The CNMV shall keep the register of the agents and proxies acting on behalf of the SGIICs available to the public.

9. The Minister of Economy and Competitiveness and, with his express rating, the CNMV will dictate the necessary provisions for the development and implementation of the provisions of this article, as well as in the previous article, in particular, regarding the means and procedures for internal control, publicity of the representation relationships and the information that the SGIIC shall send to the CNMV or to keep at its disposal at its address.

Article 98. Delegation of asset management and management of IICs.

1. The delegation of functions by the management companies of IIC shall not limit or diminish its responsibility for the fulfilment of the obligations laid down in the regulations in relation to delegated activities. In no case may a delegation be produced which implies that the SGIIC becomes an instrument or an empty entity of content.

2. The SGIIC shall establish appropriate procedures for the control of the activity of the entity in which the delegation is carried out. Where the SGIIC and the entity in which the delegation is made belong to the same group, it shall assess its ability to control that entity and to influence its performance.

The SGIIC may at any time provide additional instructions to the entity in which the delegation is made and may revoke the delegation, with immediate effect, where it is in the interest of investors.

The SGIIC may not in any case delegate functions to third parties when this decreases its internal control capacity.

3. The delegation of functions shall meet the following conditions:

(a) No delegation of responsibility by the senior management or the administrative body.

b) You may not alter the relationships and obligations of the SGIIC with your clientele.

(c) The conditions to be met by the SGIIC to receive and retain the authorisation for the existence of a delegation agreement shall not be removed or amended.

IIC management companies should take the necessary steps to ensure that:

1. Third Delegate:

i. It has the competence, capacity and any authorisation required by Law 35/2003 of 4 November to perform the delegated functions or services in a reliable and professional manner.

ii. It effectively performs the delegated services. To this end, the SGIIC shall establish measures to assess its level of compliance.

iii. Properly monitors the performance of delegated functions and properly manages the risks associated with the delegation.

iv. Communique to the SGIIC any event that may significantly affect the effective performance and in accordance with the applicable regulations of the delegated functions.

v. Co-operates with the CNMV in everything related to the activities delegated to it.

vi. Protects all confidential information referred to the SGIIC and its clients.

2. Take appropriate action when you appreciate that the third party cannot perform the functions effectively and in accordance with applicable regulatory provisions.

3. º Account with the necessary expertise to effectively monitor delegated functions and to properly manage the risks associated with such a delegation.

4. º You may terminate the delegation contract when necessary without detriment to the continuity and quality of service delivery to the clients.

5. Your auditors and the competent authorities have effective access to the data relating to the delegated activities and the dependencies of the third party. The SGIIC should also ensure that the competent authorities can effectively exercise the right of access.

6. The third and third countries develop, implement and maintain an emergency plan for the recovery of data in the event of disasters and periodically check the IT security mechanisms, when this is necessary in view of the account of the delegated function or service.

4. The delegation agreement shall be formalised in a written contract setting out the rights and obligations of the parties.

Among the clauses of the contracts or agreements in which the delegation is formalized, the commitment of the entity receiving the delegation of facilitating and permitting the oversight work which, if any, should be included, should be expressly included. The CNMV understands it is necessary to perform at its registered office.

The SGIIC shall make available to the CNMV upon request, any information that is necessary for the oversight of the compliance of the delegated activities.

5. The IIC brochure should explicitly include the existence of the delegations and detail their scope.

6. Entities in which IIC management companies carry out delegations shall be subject to the arrangements for transactions linked to the terms laid down in Article 67 of Law 35/2003 of 4 November and in Article 139 of this Regulation. rules.

7. It shall require prior authorisation from the CNMV to be delegated by IIC management companies to one or more entities in the asset management activity, which shall be subject to the following requirements:

(a) The delegation agreement or agreements referred to in paragraph 4 shall be entered in the corresponding register of the CNMV in accordance with the procedure laid down in Law 35/2003 of 4 November, and in this Regulation for amendments to the social statutes and regulations.

(b) The entity in which the asset management is delegated shall necessarily be another SGIIC or those other qualified entities, in accordance with the provisions of Articles 64 and 65 of Law 24/1988, of 28 July, to carry out in Spain the investment service provided for in Article 63.1 (d) of that Act.

(c) The CNMV may lay down the requirements to be met by the asset management delegation contracts which shall ensure continuity in the management of the assets so that those assets are not resolved by the a mere replacement of the SGIIC, unless it is decided upon to replace the SGIIC with the entity managing by delegation, all or part of the institution's assets.

(d) In the case of a delegation of asset management to a foreign entity, it shall be domiciled in an OECD Member State, be subject to prudential supervision and provide similar guarantees to those required by the the management companies of IIC in Spain. In addition, there must be a bilateral cooperation agreement between the CNMV and the authority entrusted with equivalent functions in the State in which the institution is situated, in accordance with Article 91 of Law 24/1988 of 28 July 1988, to provide for the supervision and inspection in this field, or the obligation of cooperation between the supervisory bodies in application of the rules of the European Union.

(e) In the case of delegation of the management of the assets of an investment fund, the authorisation of the delegation shall confer on the unit-holders of the investment fund the right to repay their shares without a fee or discount of reimbursement or expense in the terms of Article 12.2 of Law 35/2003 of 4 November and of Article 14.2 of this Regulation.

8. The delegation of the internal control functions, i.e. internal audit, compliance and risk management, as well as the functions related to the administration of the IICs, should be communicated with a prior character to be effective. by the SGIIC to the CNMV for incorporation in the registration of the CNMV.

9. In no case shall the management of the assets, internal control functions, such as internal audit, regulatory compliance and risk management or the management functions of IICs be delegated to the depositary, with the exception of the the holding of the shareholders ' register, as provided for in Article 94 (5) (b), Article 94 and Article 118, or in any other entity whose interests may conflict with those of the SGIIC or the investors. It shall also not be possible to delegate such functions to the same entity in which the depositary has delegated the functions entrusted to it by the IIC regulatory regulations.

10. Where an SGIIC authorised in Spain carries out the management activity of an IIC authorised in another Member State of the European Union, the CNMV shall immediately forward all information relating to the delegation of tasks to be carried out by this company. the competent authority of the Member State of origin of the IIC. The requirements for the delegation of the management of assets and the administration of IICs are provided for in this paragraph, as provided for in the previous paragraphs of this Article.

Article 99. Reservation of naming and activity.

1. The name IIC management company and its acronym SGIIC shall be proprietary to the entities registered in the corresponding records of the CNMV.

2. The entities covered by this Title shall include in their social reason the literal name referred to in the preceding paragraph or, if they prefer, include the names of the names.

3. No person or entity may, without having obtained the required authorization and without being registered in the registry of the CNMV, develop the activities legally reserved to the SGIIC, in accordance with the provisions of Article 40.6 of the Law 35/2003, dated November 4.

CHAPTER II

Activity access conditions

Article 100. Own resources.

1. The SGIICs shall at all times have their own resources which may not be less than the greater of the following amounts:

(a) A minimum social capital of EUR 300,000 in full, increased:

1. º In a ratio of 0.02 per 100 of the effective value of the equity of IICs and regulated entities in Law 25/2005 of 24 November, regulatory of venture capital institutions and their management companies, which manage and/or manage in the part that the equity exceeds EUR 250,000,000, including portfolios managed by delegation. In no case shall the amount payable for the initial capital and the additional amount exceed EUR 10,000,000.

2. º In a 0.2 per 100 of the effective value of the managed assets to third parties, when the SGIIC performs the discretionary and individualized management activity of portfolios, including those managed by delegation, as long as this is not exceeds EUR 60 million; from 0.1 per 100, in excess of that amount, to EUR 600 million; from 0,05 per 100, in excess of this amount, to EUR 3 billion; from 0,03 per 100, in excess of this figure, up to 6 billion euros, and 0.02 per 100, over the excess of this last amount.

The CNMV may establish the terms in which an SGIIC could replace the 50% contribution of the increase referred to in paragraphs 1 and 2., by a guarantee provided by a credit institution or an entity's insurance insurer for the same amount.

3. When the SGIIC trades shares or shares of IIC, the minimum own resources shall be increased by an amount of EUR 100 000 prior to the start of such activity, plus 0,5 per 1,000 of the assets cash of the unit-holders or shareholders whose marketing has been made directly by the SGIIC.

4. º 4% of gross revenue by commissions to be obtained by the administration and/or management of IICs regulated in Articles 73 and 74 of this Standard or similar foreign institutions. The estimated own resources requirement will be determined as the average of the above three years of income.

To calculate the own resources payable as referred to in the preceding paragraphs, they shall be deducted from the assets of managed IICs, managed ECRs and third-party portfolios corresponding to investments in others. institutions or ECR that are in turn managed by the same SGIIC.

b) 25% of the cost of the structure charged to the profit and loss account of the preceding financial year. The cost of the structure shall include: personnel costs, general expenses, contributions and taxes, depreciation and other operating costs.

The staff costs referred to in the preceding paragraph may be reduced by the amount of expenditure corresponding to variable remuneration to staff. Such reduction may be made only where the true nature of such remuneration does not, in part or in whole, present a fixed component of the expenditure or commitments undertaken with the staff. For these purposes, the CNMV may analyse and determine, where appropriate, the non-variable nature of such remuneration.

The entity may lower this amount, subject to the approval of the CNMV, if its activity has decreased significantly from the previous year. In this case, the new calculation basis will be communicated to the CNMV, which may amend it within three months if it considers that it does not comply with the provisions of this Regulation. The institution shall also increase this amount immediately if its activity is significantly increasing compared to the previous year.

When the entity has not completed an exercise since its registration in the CNMV registry, it will be taken as a basis of calculation for the structure expenses foreseen in its business plan.

The level of activity will be understood to have varied substantially when structure expenditure increases or decreases by 25% compared to the total expenditure of the previous year, calculated in proportion to the corresponding period of time elapsed in the current exercise.

Regardless of the amount of these requirements, the own resources of the SGIIC may not at any time be less than the amount stipulated in Article 21 of Directive 2006 /49/EC.

2. Where an SGIIC presents a level of own resources lower than the minimum required, it shall immediately inform the CNMV and present a programme setting out its plans to return to compliance. The programme shall refer to the causes of the non-compliance; the actions carried out, where appropriate, by the institution; the definition of a plan to return to compliance, and the time limit laid down for this; more than three months. Such a programme shall be approved by the CNMV, which may fix additional measures to the proposals by the entity within two months of the approval.

The requirement for the own resources of the SGIICs shall not be rejected when, as a result of changes in the contributions of the securities integrating the assets of the managed institutions or the portfolio of the portfolios (a) individual and managed risk capital institutions, or the number of units or shares of IICs to be managed, the default of own resources does not exceed 20%. However, the SGIIC shall have within the following two calendar months the corresponding own resources required for the last day of each month.

Article 101. Accounting for own resources.

1. The own resources of the SGIICs shall be composed of the following accounting items:

a) Social capital.

b) Effective and express reservations.

c) The emission premium.

d) During the financial year and its closure, until the implementation of the results, the SGIICs may incorporate into their own resources the share of the results that are expected to be applied to reserves, provided that:

1. º Exist the formal commitment of application of results by the entity's management body.

2. The accounts in which such results are reflected have been verified in accordance with the entity's external auditors; and

3. It is established with prior character to the CNMV that the part to be incorporated is free from any foreseeable burden, in particular for tax and dividend taxes.

e) The reserves of regularization, updating or revaluation of assets, after verification of the CNMV of the correction of its calculation and its submission to the accounting standards. Reserves of this nature associated with merger processes shall not be counted as own resources prior to the registration of the merger in the Mercantile Register, subtracting from the assets revalued for the purposes of the calculation of the own resource requirements.

(f) The share of the share capital corresponding to the non-voting shares regulated in Section 5 of Chapter IV of the Companies Act.

g) The participative loans provided for in Article 20 of Royal Decree-Law 7/1996 of 7 June 1996 on urgent measures of a fiscal nature and on the promotion and liberalization of economic activity.

(h) Subordinated financing received by the SGIIC that meets the requirements set out in paragraph 4 of this Article.

(i) Finances of indeterminate duration which, in addition to the conditions required for financing under the following paragraph, provide that the debt and interest payable may be applied for absorb the losses of the entity without the need for dissolution.

j) Adjustments for changes in value that are recorded against equity, as set out in Circular 7/2008, of the CNMV on accounting standards, annual accounts and statements of reserved information of the Services Companies Investment, IIC Management Societies and Capital-Risk Entity Managers, provided that their overall balance is creditor and with the following limits:

1. º 35% of the value adjustments corresponding to capital gains in financial liability instruments.

2. º 45% of value adjustments corresponding to capital gains in equity instruments.

k) Grants, donations and legacies received.

2. For their inclusion in the own resources, the elements referred to in points (a), (f), (h) and (i) shall be taken into account in the part that is actually disbursed.

3. In order to qualify as own resources, the reserves referred to in paragraph 1 (e) shall, to the satisfaction of the CNMV, comply with the following requirements:

1. º Being freely usable by the entity to cover the risks inherent in the exercise of the typical activity of the management companies of IIC, even before any losses have been determined or disabled.

2. º Reflect in the accounting of the entity, having been verified its amount by the external auditors of the entity and communicated such verification to the CNMV.

3. Be tax-free or reduce the amount of tax that is likely to be attributable to them.

4. In order to be considered as own resources, the subordinated financing referred to in paragraph 1 (h) shall meet the following conditions:

1. The original time limit for such financing shall not be less than five years or, if the date of its expiry has not been fixed, a notice of at least five years shall be required for its withdrawal. In one or another case, during the five years prior to their due date, they shall reduce their computation as own resources by 20% per year, until their remaining period is less than one year, at which point they shall cease to be counted. as such.

2. The payment of interest will be deferred in case of losses.

3. No rescue, redemption or early repayment terms may be contained, without prejudice to the possibility that the CNMV may authorise the debtor to repay the subordinated financing in advance if the solvency is not affected. of the SGIIC.

4. No may be provided, or subsequently acquired, by the SGIIC itself or by entities in its group. However, they may be convertible into shares of the SGIIC or entities in their group, and be acquired with the sole purpose of their conversion.

5. In the contracts and prospectuses, the condition of subordinated financing for the creditors will be evident; the CNMV will verify these contracts and brochures to qualify their computability as own resources.

5. The own resources referred to in paragraphs (f), (g), (h) and (i) of paragraph 1 may not represent more than 50% in respect of other own resources.

6. Of the own resources listed in paragraph 1 of this Article shall be deducted:

1. The negative results of previous exercises.

2. ° The negative results of the current exercise.

3. º Intangible assets integrated into the entity's assets, including goodwill.

4. º The shares, contributions or other transferable securities as own resources of the entity that are held by that entity or in that of any entity of the consolidable group, including those held by persons acting as persons acting as a person on behalf of any of them and those who have been the subject of any operation or undertaking that would prejudice their effectiveness in covering losses of the entity or group.

5. The financing of personnel, provided that their unit amount exceeds six thousand euros, the object of which is the acquisition of shares, contributions or other transferable securities as own resources of the management company IIC.

6. º The shares, contributions or other transferable securities, as own resources of the institution, held by non-consolidated entities of the same economic group, up to the limit that they reach, directly or indirectly, participations in the same.

7. º Additionally, when the holding of shares, contributions or other transferable securities as own resources of the management company of IIC, or of other consolidable entities is a non-consolidated subsidiary of any of them, this deduction may not be less than the amount of those shares, contributions or computable securities corresponding to the management company itself of IIC, or consolidable group, on the basis of its share of the share of the holding entity, taking into account that in order to obtain that percentage of participation, in the case of indirect participations, only those held through subsidiary and multi-group companies shall be computed.

8. º Holdings in financial institutions, other than insurance entities, not integrated in the consolidable group, when the participation of the management company of IIC exceeds 10% of the capital of the participated.

9. º subordinated financings or other transferable securities as own resources issued by participating entities referred to in the preceding letter and acquired by the entity that holds the shares.

10. º holdings in non-insurance financial institutions other than those referred to in point 8. above, and not integrated in the consolidated group, as well as the subordinated financing issued by them and acquired by the institution or group holding the shares, in the party where the sum of all the shares exceeds 10% of the institution's or group's own resources, calculated after the deductions referred to in the points 1. º, 2. º, 3. º, 4. º, 5. º and 6. º of this number.

11. º Adjustments by value changes, when their sign is negative.

12. º The tax credits activated as a result of losses generated in the financial year, which, in the view of the CNMV, do not respond to an extraordinary event or do not have a high probability of recovery through the generating positive results in subsequent years.

As a consolidated group of the managing body, those regulated by Law 24/1988 of 28 July, or Law 13/85 of 25 May, of Investment Coefficient, Own Resources and Obligations of Information of the Financial intermediaries.

Article 102. Investment obligations of own resources.

1. The own resources referred to in paragraph 1 of the preceding Article shall be invested, at least, by 60%, in securities admitted to trading on any of the markets referred to in Article 30.1.a) of Law 35/2003, of 4 November, in the case of accounts or deposits in credit institutions. The calculation of this limit shall be carried out in the light of the fair value of the investments.

Other resources shall be invested in any assets appropriate to the fulfilment of the social purpose, including investment in shares or units of IIC as provided for in Articles 73 and 74 or ECR, whenever the investment is made with a permanence character.

Within the 60% ratio, the SGIICs may compute their investments in IIC shares or units, including those they manage, provided that such IICs comply with the provisions of Article 48.1.c) and (d), except for the prohibition of to invest more than 10% of the IIC's equity in shares or units of other IICs that will not be applied in such cases. In no case may they acquire shares or shares in IIC as provided for in Articles 73 and 74.

The subscription or reimbursement of the investments of the SGIIC in the IICs it manages must be carried out, in any case, giving the appropriate instructions to the depositary of the IIC with a notice of five days. The depositary shall maintain a documentary support of the notice made by the SGIIC.

Article 103. Debt limit and prohibition on granting loans.

1. The SGIICs may only be indebted to the limit of 20% of their own resources as described in Article 101 (1

.

2. The SGIICs may not grant loans, except to their employees or employees, with the limit of 20% of their own resources as described in Article 101.

Article 104. Risk diversification.

The investments of SGIICs in securities issued or endorsed by the same entity, or by entities belonging to the same economic group, shall not exceed 25% of the own resources of the SGIIC. For these purposes, investments shall be computed by their book value.

Investments in securities issued or endorsed by a Member State of the European Union, the autonomous communities and other OECD Member States that have an investment in securities shall not be subject to the limit provided for in the preceding paragraph. solvency rating, granted by a specialised agency of recognised prestige, not less than that of the Kingdom of Spain.

Article 105. Use of derivative financial instruments.

SGIICs may only acquire for their investment portfolio derivative financial instruments that comply with the provisions of Article 48.1.f) and g), with the purpose of hedging the risks of financial securities or instruments which are part of their portfolios. Exceptionally, they may acquire derivative financial instruments for investment purposes where they are part of structured securities or deposits that incorporate the full return commitment of the invested capital as a loan.

Article 106. Mechanisms of internal organization and control.

1. The SGIIC shall have a good administrative and accounting organisation and with adequate human and technical means in accordance with the provisions of Article 43.1 (i) of Law 35/2003 of 4 November, including, in particular, rules governing the personal transactions of its employees and investments in financial instruments that they carry out on their own account.

These measures should ensure, inter alia, the following aspects:

(a) that each transaction related to managed IICs can be reconstructed according to its origin, the parties involved, its nature and the time and place in which it has been carried out.

(b) that the assets of the investment funds or investment companies that administer the SGIIC are invested in accordance with the provisions of the IIC prospectuses that they manage and in the existing regulatory provisions.

(c) professional activities are carried out with a degree of independence appropriate to the size and activities of the SGIIC and the group to which it belongs, as well as the importance of the risk of undermining interest of clients, in order to ensure the proper management of conflicts of interest that may arise. To this end, the following measures and procedures shall be considered:

1. Effective procedures to prevent or control the exchange of information between competent persons carrying out collective portfolio management activities with a risk of conflict of interest, if such exchange can damage the interests of one or more clients.

2. separate supervision of competent persons whose main function is to provide services or to carry out collective management activities on behalf of clients or investors whose interests may be entered into conflict or otherwise represent different interests, including those of the management company, which may also cause conflicts.

3. The elimination of any direct relationship between the remuneration of competent persons primarily engaged in an activity and the remuneration of other competent persons who perform essentially another activity, or also between the remuneration of those first persons and the income generated by the latter, in cases where conflicts of interest may arise in relation to those activities;

4. º Measures to prevent or restrict the possibility of someone unduly influencing the way a competent person performs their collective portfolio management activities;

5. º Measures to prevent or control the simultaneous or consecutive participation of a competent person in separate collective portfolio management activities, where such participation may affect the proper management of any conflict of interest.

A competent person shall mean any of the following persons: a partner, management or manager of the management company; an employee of the managing company, as well as any other natural person whose services are located (a) a natural person who is directly involved in the provision of a service to the manager under a delegation agreement of the European Union, and who is directly involved in the provision of a service to the manager under a delegation agreement; functions.

2. In its internal organisation, the SGIIC shall ensure the permanent and independent performance of the following functions:

(a) a function of effective verification of compliance, assigned to a body responsible for detecting and controlling compliance with the obligations imposed on the SGIIC, as well as the corrective measures taken in the case of detection of deficiencies, and the advice and assistance to the competent persons responsible for the services and activities of the SGIIC,

(b) an internal audit function, which is responsible, among other tasks, for establishing, implementing and maintaining an audit plan to examine and assess the adequacy and effectiveness of the internal control mechanisms, establishing appropriate recommendations and monitoring their effective compliance. This function shall be assigned to a hierarchical and functionally independent body of the operational departments unless it is not deemed appropriate or appropriate in view of the nature, scale and complexity of its functions and of the nature and range of the activities of collective management of portfolios in the exercise of these tasks.

(c) a function to ensure adequate management of the risks of IICs, as well as the risks associated with the activities of the SGIIC itself. This function shall be assigned to a body which ensures that the policy and procedures are applied, ensures compliance with the risk limitation system, provides advice and regular reports to the management board of the SGIIC in its responsibility for the supervision of risk management systems and procedures,

3. The Minister for Economic and Competitiveness and, with his express rating, the CNMV is empowered to lay down the minimum requirements to be met by the internal organisation, management and control mechanisms referred to in the previous paragraphs. of this article, as well as how it should be informed of its existence and functioning. Such mechanisms shall be appropriate to the type of IIC that the SGIIC manages, and the CNMV may, where appropriate, require the establishment of additional control measures where it deems necessary.

4. The management board of the SGIIC shall establish appropriate operating rules and procedures to enable all its members to fulfil their obligations at all times and to assume the responsibilities of the SGIIC. According to the provisions of Law 35/2003, of 4 November, in Law 24/1988, of July 28, in the recast text of the Law of Companies of Capital, approved by the Royal Legislative Decree 1/2010, of July 2, and in the other provisions that are applicable to them.

Article 107. General investor guarantee fund.

SGIICs should adhere to the General Investor Guarantee Fund in the event that they carry out investment services. Membership must be before the start of the activity. In any event, the provisions of Royal Decree 948/2001 of 3 August on investor compensation schemes and their development provisions will be applicable.

Article 108. Requirements for the request.

The authorization request for the creation of an SGIIC must be accompanied by the following documents:

(a) The draft social statutes accompanied by a certificate of refusal of the proposed social name.

(b) The programme of activities in which, in a specific way, they are to have the activities to be carried out in accordance with the provisions of Article 40 of Law 35/2003 of 4 November, and a description of the plan of business of the SGIIC.

The program of activities of the SGIIC shall be recorded in the records of the CNMV in the form that it determines.

(c) A description of the administrative and accounting organisation, of the technical and human resources appropriate to its programme of activities, of the procedures for internal control and of access to and safeguarding of computer systems, as well as the appropriate procedures and bodies for internal control and communication in order to prevent and prevent the conduct of operations relating to money laundering under the conditions laid down in Articles 11 and 12 of the Regulation of Law 19/1993 of 28 December 1993 on certain measures for the prevention of money laundering of capital, approved by Royal Decree 925/1995 of 9 June. The description shall be accompanied, where necessary, by the relevant report drawn up by an independent expert.

d) A shareholder relationship with an indication of their participation in the share capital. In the case of shareholders who are to hold a significant holding, they shall also be provided, if they are natural persons, information on their career and professional activity, and if they are legal persons, their social status, annual accounts and the management report, with the audit reports, if any, of the last two exercises, the composition of their administrative organs and the detailed structure of the group to which they may belong.

e) A relationship of persons to be integrated by the board of directors and those who have to serve as general or assimilated directors, with detailed information on the trajectory and professional activity of all them.

(f) The rules of procedure of conduct in which the personal transactions of directors, employees and agents of the undertaking or agents of the undertaking are provided for, and other aspects referred to in Title VI of the Law 35/2003, dated 4 November, in Title VII of Law 24/1988 of 28 July, and in its implementing rules which, in accordance with the schedule of activities provided for, will apply to the SGIIC.

In any case, it is appropriate to require the promoters of any data, reports or records to be considered appropriate to verify compliance with the conditions and requirements set out in this Regulation.

Article 109. Commercial and professional honorability of the partners.

For the purposes of Chapter II of Title IV of Law 35/2003 of 4 November, good repute shall be presumed when the partners are public administrations or entities of which they are dependent.

Article 110. Authorisation of SGIIC subject to the control of foreign persons.

1. For the purposes of Article 41.3 of Law 35/2003 of 4 November, an SGIIC shall be deemed to be controlled by another entity when it is one of the assumptions provided for in Article 4 of Law 24/1988 of 28 July.

2. The CNMV shall direct the prior consultation to the equivalent supervisory body of the country of origin of the entity exercising control.

3. In the case of the creation of SGIICs which are to be controlled, directly or indirectly, by one or more persons or entities domiciled in a non-EU Member State, the authorisation may be refused or limit its effects, in addition to the reasons set out in Article 42 of Law 35/2003 of 4 November, when a decision taken by the European Commission had been notified to Spain by verifying that the Community SGIICs do not benefit in that State a treatment which offers the same conditions of competition as its national entities and which are not met conditions of effective access to the market.

4. The authorisations granted to the SGIICs referred to in the preceding paragraph shall be communicated by the CNMV to the European Commission, specifying the structure of the group to which the institution belongs.

CHAPTER III

Exercise Conditions

Article 111. Amendment of the social statutes.

The communication to the CNMV of the modifications that do not require prior authorization must be made within the 15 working days following the registration of the modification in the Commercial Registry. If, received the notification, such modification is exceeded in its scope as provided for in Article 44.2 of Law 35/2003 of 4 November, or will adversely affect the conditions for the authorisation, the CNMV will notify it in the 30 days for the interested parties to review the amendments or, where appropriate, to comply with the ordinary authorisation procedure.

Article 112. Modifying the program of activities.

The alteration following the registration of the programme of activities referred to in point (b) of Article 108 shall be subject to the authorisation procedure provided for in Chapter II of Title IV of Law 35/2003 of 4 November, and in this chapter.

They will not require authorization, although they must be communicated to the CNMV, those modifications of the program of activities that have little relevance for affecting the alteration or reduction of services and activities already authorized, or because they are considered by the CNMV in response to the prior consultation formulated to the effect by the affected SGIIC.

Article 113. Significant shareholdings.

1. For the purposes of Article 45 of Law 35/2003 of 4 November, the shares, contributions or voting rights to be included in the calculation of a holding shall include:

a) Those acquired directly by the potential acquirer;

(b) Those acquired through companies controlled or engaged by the potential acquirer;

(c) Those acquired by companies incorporated in the same group as the potential acquirer or participated by entities in the group;

d) Those acquired by other persons acting on behalf of the potential acquirer, or in concert with him or with companies in his group. In any case, they will be included:

1. The voting rights that may be exercised under an agreement with a third party obliging the proposed acquirer and the third party to adopt, by means of the concerted exercise of the voting rights they hold, a policy (a) lasting common in relation to the management of the management company or which is intended to have a significant influence on the management of the management company.

2. The voting rights that may be exercised under an agreement with a third party providing for the temporary transfer and for consideration of the voting rights in question.

(e) Those with the potential acquirer linked to shares acquired through an individual person;

(f) Voting rights that can be controlled, expressly stating the intention to exercise them, as a consequence of the deposit of the corresponding shares as collateral;

g) The voting rights that may be exercised under agreements to create a right of usufruct on shares;

(h) Voting rights that are linked to shares deposited in the proposed acquirer, provided that the potential acquirer may exercise them discretionally in the absence of specific instructions from the shareholders;

(i) The voting rights that the proposed acquirer may exercise as a proxy, when it can exercise it discretionally in the absence of specific instructions from the shareholders;

(j) Voting rights that may be exercised under agreements or business as provided for in points (f) to (i), concluded by an entity controlled by the potential acquirer.

2. The voting rights shall be calculated on the whole of the shares which attribute them, even in cases where the exercise of such rights is suspended.

3. For the purposes of Article 45 of Law 35/2003 of 4 November, the shares, contributions or voting rights to be included in the calculation of a holding shall not include:

(a) Shares acquired exclusively for clearing and settlement purposes within the usual short settlement cycle. For these purposes, the maximum duration of the usual short-term settlement cycle shall be three trading days from the transaction and shall apply both to transactions carried out on an official secondary market or to another regulated market as well as to the made out of him. The same principles shall also apply to operations carried out on financial instruments.

(b) Shares which may be held for having provided assurance or placement of financial instruments on the basis of a firm commitment, provided that the corresponding voting rights are not exercised or used to intervene in the management of the management company of collective investment institutions and are transferred within one year of their acquisition.

(c) Shares held under a contractual relationship for the provision of the service of administration and custody of securities, provided that the entity is only able to exercise the voting rights inherent in such shares with instructions issued by the owner, in writing or by electronic means.

(d) Shares and shares acquired by a market maker acting in their condition as such, provided that:

1. This authorised as such under the provisions transposing into its national law, or the law of any other Member State, Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004, on the markets for financial instruments and;

2. Do not intervene in the management of the management company in question, or exercise any influence over the management of the management company to acquire such shares, or support the price of the action in any other way.

(e) Shares or units incorporated in a managed portfolio discretionally and individually provided that the investment firm, IIC management company or credit institution can only exercise the voting rights inherent in such actions with precise instructions from the client.

4. To carry out the calculation of a holding for the purposes of paragraph 1, in the event that the proposed acquirer is the dominant entity of a management company of IIC or an entity exercising control of a business of a investment services or an IIC management company shall take into account the following:

(a) The dominant entity of a management company of IIC shall not be required to aggregate the share of voting rights that it attributes to the shares held by the share of voting rights of the shares that are a party the assets of the IICs managed by that management company, provided that it exercises the voting rights independently of the dominant entity.

notwithstanding the foregoing, the provisions of the foregoing paragraphs shall apply where the dominant entity or other entity controlled by it has invested in shares that integrate the assets of the IICs managed by the management company and has no discretion to exercise the corresponding voting rights and can only exercise them in accordance with the direct or indirect instructions of the dominant entity or another entity controlled by it.

(b) The entity exercising the control of an undertaking providing investment services shall not be required to aggregate the proportion of voting rights that it confers on the shares held by the company to the ratio that it manages in a manner individualized as a result of the provision of the portfolio management service, provided that the following conditions are met:

1. That the investment firm, credit institution or management company of IIC is authorised to provide the portfolio management service in the terms set out in Article 63.1 (d) and 65 of Law 24/1988, of July 28.

2. That it may exercise only the voting rights inherent in such actions following instructions made in writing or by electronic means or, failing that, each of the portfolio management services is provided by independent form of any other service and under conditions equivalent to those provided for in Law 35/2003 of 4 November, by the creation of appropriate mechanisms, and

3. You exercise your voting rights regardless of the dominant entity.

Notwithstanding the foregoing, the provisions of the preceding paragraphs shall apply where the dominant entity or other entity controlled by it has invested in shares managed by an investment firm of the group. and the latter is not entitled to exercise the voting rights attached to such shares and may only exercise the voting rights corresponding to those shares following direct or indirect instructions from the parent or other entity controlled by her.

5. Controlled companies shall be considered to be those in which the holder holds the control within the meaning of Article 42 of the Trade Code, and those in which the holder has, directly or indirectly, at least 20% of the voting rights or the capital of a company or entity, or 3% if its shares are admitted to trading on a regulated market.

6. Indirect holdings shall be taken for their value, where the proposed acquirer has the control of the holding company, and as a result of applying the percentage of participation in the holding, otherwise.

In cases where a significant share is held, in whole or in part, indirectly, changes in the persons or entities through which such participation is held shall be reported in advance to the CNMV, which may be opposed as provided for in Article 45 of Law 35/2003 of 4 November.

7. For the purposes of Article 45.1 (2) of Law 35/2003 of 4 November, in any event, the possibility of appointing or removing any member of the Management Board of the managing company of the management company shall be understood as a notable influence. IIC.

Article 114. Information to be provided by the potential acquirer along with the notification and interruption of the deadline to resolve.

1. The CNMV shall establish by circulating a list of the information to be provided by the proposed acquirer in compliance with the obligation referred to in Article 45.5 of Law 35/2003 of 4 November. The CNMV shall advertise the content of the list on its website or website.

2. In any case, the list referred to in the preceding paragraph should contain information on the following aspects:

(a) On the proposed acquirer and, where appropriate, on any person who effectively directs or controls their activities:

1. The identity of the proposed acquirer, the structure of the shareholding and the composition of the management bodies of the potential acquirer.

2. The professional and commercial honorability of the potential acquirer and, where applicable, of any person who effectively directs or controls their activities.

3. º The detailed structure of the group to which it belongs.

4. The financial and financial situation of the potential acquirer and the group to which it may belong.

5. The existence of links or relationships, financial or otherwise, of the potential acquirer with the acquired entity and its group.

6. The evaluations carried out by international bodies of the rules on the prevention of money laundering and terrorist financing of the country of nationality of the proposed acquirer, except that of a State Member of the European Union, as well as the trajectory on the prevention of money laundering and the financing of terrorism of the potential acquirer and of the integrated entities in his group which are not domiciled in the Union European.

In the case of Member States of the European Union, the information on this trajectory will be obtained in the consultation that the CNMV performs to the supervisory authorities of this State in accordance with article 69.7 of the Law 24/1988.

b) On the proposed acquisition:

1. The identity of the entity that is the object of the acquisition.

2. The purpose of the acquisition.

3. º The amount of the acquisition, as well as the form and time frame in which it will be carried out.

4. The effects of the acquisition on capital and voting rights before and after the proposed acquisition.

5. The existence of a concerted action expressly or tacitly with third parties with relevance to the proposed operation.

6. º The existence of agreements with other shareholders of the entity subject to the acquisition.

c) On the financing of the acquisition: source of the financial resources used for the acquisition, entities through which they will be channelled and the availability of the same.

d) In addition, it will be required:

1. In the case of significant participations that result in changes in the control of the entity, the business plan shall be detailed, including information on the strategic development plan of the acquisition, the financial and other provisional data. The main changes in the entity to be purchased by the proposed acquirer shall also be detailed. In particular, on the impact the acquisition will have on corporate governance, on the structure and resources available, on internal control bodies and on procedures for the prevention of money laundering and money laundering. financing of terrorism.

2. In the case of significant participations that do not result in changes in the control of the entity, the policy of the proposed acquirer shall be reported in relation to the acquisition and its intentions with respect to the entity. acquired, in particular, on its participation in the government of the entity.

3. In the previous two cases, the aspects relating to the commercial and professional honorability of administrators and managers who are going to direct the activity of the collective investment institution as a consequence of the proposed acquisition.

3. For the purposes of Article 45.5 of Law 35/2003 of 4 November, in conjunction with the third paragraph of Article 69.6 of the Securities Market Act, the CNMV may interrupt the calculation of the time limit for the assessment of the proposed acquisition for a period of 30 working days in the following cases:

(a) Where the proposed acquirer is domiciled or authorised outside the European Union, or

b) When not subject to financial supervision in Spain or in the European Union.

4. The thirty-day calculation provided for in Article 69.5 of Law 24/1988, of July 28, for the Executive Service to submit its report to the CNMV, will be interrupted on the same terms as this will interrupt the calculation of the assessment period. in accordance with Article 69.6 of that Law.

Article 115. Obligations.

1. In addition to the obligations laid down in Article 46 of Law 35/2003 of 4 November, the other obligations laid down in this Regulation and in its implementing rules, the SGIICs shall fulfil the following obligations:

(a) Compose the fund management regulation and grant with the depositary, both the corresponding constitutive contract or, where appropriate, the corresponding public writing of the fund's constitution and, in its day, the documents or the modification or settlement writes of that.

b) To exercise all rights inherent in the securities integrated in the fund, to the sole benefit of the unit-holders.

c) Carry out the accounting of the fund, with the proper separation of the SGIIC, and carry out the accountability in the form provided for in Law 35/2003, of November 4, and in this regulation.

In cases where the shares are represented by means of a statement of account, the SGIIC shall draw up, or grant, together with the depositary, the document or, where appropriate, the public deed to which it refers. Article 6 of Law 24/1988 of 28 July.

d) Determine the value of the shares in the form and effects provided for in this Regulation.

e) Issue the certificates of participation in the fund and other documents provided for in this regulation. The foregoing shall not apply in the event that in the register of members of the management company, the shares appear in the name of the participant, identified only by their tax identification number and by the marketer through the the shares have been acquired in accordance with Article 40.3 of Law 35/2003 of 4 November, in which case it shall be the trading entity which is required to issue the certificates for each of the partakers. In this case, the management company shall issue, for each trading entity, a certificate of the shares channelled through the latter.

(f) To effect the subscription or redemption of the units and to indicate to the depositary its value in accordance with the rules established for that purpose.

g) Agree, if appropriate, to distribute the results of the financial year, in accordance with applicable rules.

(h) Select the securities to be integrated into the fund, in accordance with the investment policy provided for in the prospectus, and transfer to the depositary the instructions relating to the settlement of transactions.

(i) Regarding the obligation laid down in Article 46.1 (d) of Law 35/2003 of 4 November, the SGIIC shall be obliged to exercise, with special attention to the right of assistance and vote in general meetings, all rights (a) the value of the assets which the issuer is a Spanish company and which the participation of the funds managed by the SGIIC in the company is over 12 months old and provided that such holding represents at least 1% of the capital of the participating company. The above shall apply unless there are grounds to justify the non-exercise of those rights and shall be reported in the relevant annual report.

The management companies, in relation to investment funds and investment companies that have delegated to them the exercise of voting rights, and investment companies whose management is not entrusted to an investment company the management company will have a policy in relation to the exercise of voting rights, which must incorporate appropriate and effective strategies to determine the exclusive benefit of the IICs for the time and the way in which they are to be exercised. voting rights attached to the instruments included in the managed portfolios.

These strategies will establish the necessary measures and procedures for:

1. Track business events that are relevant.

2. Ensure that the exercise of voting rights is in line with the objectives and investment policy of the IICs concerned.

3. Prevent and, where appropriate, manage any conflict of interest arising from the exercise of voting rights.

The management companies and, where appropriate, the investment companies must state in the corresponding annual report of a summary of their policy in relation to the exercise of the political rights inherent in all the values that are integrated in the IIC set that are managed by those values. They shall also inform whether or not the exercise of the right to vote is favourable or not.

(j) The SGIIC shall forward to the depositary any information necessary for the exercise of its functions. The CNMV may provide that information to be sent in any case to the depositary on a mandatory basis, as well as the form, content and time limits for the referral.

k) The SGIIC shall report to the CNMV the audit report of accounts within four months of the end of the reference period.

(l) The SGIIC shall communicate to the CNMV any transmission of shares that are part of its capital within seven days of the date on which it became aware of the transmission. Annually, it shall forward to the CNMV, in accordance with the model it establishes, the relationship of all shareholders and their units. The relationship of shareholders with significant participation and of those who do not have such significant participation shall be considered as a financial

.

m) The SGIIC shall retain for a period of at least five years the records of the operations and the records of the order of subscriptions and repayments.

2. Without prejudice to the provisions of the previous paragraph, the SGIICs shall comply with the obligations to which they are subject, where appropriate, in the development of the discretionary and individualized management activity of portfolios or asset management. entities other than IICs, in accordance with the provisions of Article 43.3 of Law 35/2003 of 4 November.

In particular, those obligations shall be fulfilled in the light of the fact that the SGIICs may not hold securities accounts or cash-flow accounts linked to the portfolio management activity, without prejudice to the provisions of this Regulation. Article 40.2.b) of Law 35/2003 of 4 November.

SGIICs performing the discretionary and individualised management activity of portfolios shall comply with the rules of conduct governing such activity, with the adaptations which, if appropriate, the Minister for Economic Affairs and Competitiveness and, with its express enablement, the CNMV.

Article 116. Foreign funding of SGIICs.

SGIICs may not, under any circumstances, issue bonds, promissory notes or similar effects, or give in collateral or pay for the assets in which their own minimum resources are materialised. They will also be able to apply only to the credit to finance the free disposal assets, with a ceiling of 20% of their own resources.

Article 117. Causes of revocation.

The authorisation granted to an SGIIC may be revoked in the cases provided for in Article 49 of Law 35/2003 of 4 November.

In accordance with paragraph 1 (a) of that Article, the authorisation of an SGIIC shall be revoked for the duration of 12 months from the date of notification of the authorisation without the SGIIC taking over administration of any IICs.

Article 118. Substitution.

1. In the event of the cessation of the SGIIC by the initiation of a bankruptcy procedure or by any other cause, the management of the IICs by that managed shall be automatically and provisionally entrusted to its depositary, to whom the exercise of all the functions of that person. If, within one year, a new SGIIC is not registered in the corresponding register of the CNMV and is prepared to be in charge of the management, the fund shall be dissolved and the settlement period shall be opened. The settlement shall be carried out by the depositary in the manner provided for in Article 35.

2. In case the SGIIC is replaced, the incoming manager shall have access to the transaction records and the records of the order of subscriptions and repayments of the replaced manager of the last 5 years. Additionally, in the event that the manager loses her status to any of the assumptions provided for in the regulations, this must preserve the records of operations and the records of orders for subscriptions and refunds for at least 5 years.

Records must be kept in a media that allows access to the monitor so that it can rebuild every step of the order processing, so that corrections or amendments can be easily checked entered in the records and the contents of these records, and that it is not possible to alter or manipulate the records in any other way.

3. The replacement of the SGIIC, as well as the changes in its control, will confer on the members a right to the reimbursement of their shares in the terms laid down in Article 12.2 of Law 35/2003 of 4 November, and in the Article 14 of this Regulation.

4. For the purposes of the preceding paragraph, a change in the control of the SGIIC shall be deemed to exist where it accumulates over a natural or legal person other than the person who previously exercised the power of decision on that company.

5. The replacement and the change in the control referred to in the preceding paragraphs shall be communicated by fact relevant to the CNMV.

Article 119. Corporate operations of the SGIICs.

1. The transformation, merger, division and segregation of a branch of activity, as well as other social modification operations in which at least one SGIIC is involved or which lead to the creation of an SGIIC, shall require prior authorisation, in accordance with the procedure laid down in Articles 41 to 43 of Law 35/2003 of 4 November, and Articles 35 to 47 of this Regulation, without in any event the social disruption of any of the requirements which it is necessary for The constitution of the SGIICs is legally or legally established.

2. In the processing of the authorisation of the company's operations, the CNMV shall verify:

(a) That the change in the structure of the company as a result of the corporate operation does not mean any of the requirements that are laid down in Law 35/2003 of 4 November for the constitution of the SGIICs, and in this regulation.

(b) That, where the disappearance of an SGIIC occurs, the IICs managed by it, its unit-holders or shareholders do not suffer, and that, where appropriate, the pending transactions are settled in order.

3. The CNMV may require, where necessary, the accreditation that the social capital and net worth of the entity resulting from a corporate operation complies with the requirements laid down in Articles 100 to 103. For this purpose, audited balance sheets, including those of entities in the consolidated consolidated group, may be required not before the last business day of the quarter prior to the time of submission of the application.

CHAPTER IV

Cross-Border Performance

Article 120. Branches of SGIIC.

For the purposes of Chapter IV of Title IV of Title IV of Law 35/2003 of 4 November, a branch shall be defined as a branch office which constitutes a party, devoid of legal personality, of an SGIIC, which directly, in whole or in part, carries out the operations inherent in the activity of an SGIIC. A branch shall be considered to be all operating sites created on Spanish territory by a foreign SGIIC.

Article 121. Action of the SGIICs authorised in Spain in the Member States of the European Union.

1. When the CNMV, in application of the provisions of article 54.5.sexies of Law 35/2003, of 4 November, adopts a measure aimed at preventing or sanctioning the commission of acts contrary to the regulations in force by an authorized SGIIC in Spain, it shall inform the competent authority in the host State within one month of the adoption of that measure. In the same way, they shall forward to such authorities any other information they need for the exercise of their duties.

2. Likewise, the CNMV may, by itself or through the persons designated for that purpose, carry out on-the-spot verifications at the branches of the SGIICs authorised in Spain in other States of the European Union, after communication to the authorities. the competent authority of those States. The verification shall extend to any information relating to the management and structure of the ownership of the SGIICs which may facilitate its supervision, as well as any information that may facilitate its control.

Similarly, the CNMV may request that the competent authorities of the host Member State carry out such verifications. They shall satisfy the request, within the framework of their powers, and carry out the verification themselves, allow the CNMV to do so or authorise auditors or experts to carry out the verification.

Article 122. Action of the SGIICs authorised in Spain in non-EU Member States.

1. The SGIICs intending to open a branch in a non-EU Member State must first apply to the CNMV and accompany, together with the information of the State in whose territory they intend to establish the branch and the registered office for her, the information provided for in Article 54.2.b) and d) of Law 35/2003 of 4 November.

2. The CNMV shall give a reasoned decision and notify it within a maximum of three months of receipt of the request or, where appropriate, of the time of completion of the referral of the relevant documentation. Where the decision is not notified within the time limit laid down, it may be deemed, in accordance with Article 43 of Law No 30/1992, of 26 November 1992, of the Legal Regime of the General Administration and of the Common Administrative.

3. The CNMV may refuse the authorisation, in addition to the reasons set out in Article 54.3 of Law 35/2003 of 4 November, considering that the activity of the branch will not be subject to effective control by the authority. the supervisory authority of the host State, or the existence of legal or other obstacles preventing or hindering the control and inspection of the branch by the CNMV.

4. Any modification of the information referred to in paragraph 1 shall be communicated to the CNMV by the SGIIC at least one month before it is carried out.

A relevant modification may not be made in the branch's program of activities if the CNMV, within a period of one month, opposes it, by means of a reasoned resolution. Such opposition shall be based on the causes provided for in this Article which are applicable in each case.

5. The Spanish SGIICs intending for the first time to carry out their activities under the freedom to provide services in a non-EU Member State must first apply to the CNMV, indicating the activities for which they are in accordance with Article 40 of Law 35/2003 of 4 November, which is proposed to be carried out. The provisions of paragraphs 2 and 3 of this Article shall apply to this authorisation procedure.

Article 123. Creation and acquisition of shares of foreign management companies by Spanish SGIIC.

1. The creation by an SGIIC, or a group of SGIICs, of a foreign management company, or the direct or indirect acquisition of a stake in an existing management company, shall be subject to the prior authorisation of the CNMV. (a) foreign nationals are to be incorporated or are domiciled in a State other than a Member of the European Union.

2. In the case of the creation of a management company, the application for authorisation submitted to the CNMV shall be accompanied by at least the following information:

(a) The amount of the investment and the percentage that represents the participation in the capital and the voting rights of the company to be created. The indication, where appropriate, of the entities through which the investment will be made.

(b) The provisions referred to in points (a), (b), (c) and (e) of Article 108. The provisions referred to in point (d) of that Article shall be replaced by a list of shareholders who will have significant holdings.

(c) A summary of the current rules on tax and money laundering prevention applicable to management companies in the State where the new company is to be established.

3. Where a significant participation in a management company is to be acquired, as provided for in Article 45 of Law 35/2003 of 4 November, or is intended to be increased by reaching or exceeding one of the percentages indicated in the Article 45 (3), the information referred to in the preceding paragraph shall be submitted, but the information referred to in point (b) may be limited to those data which have a public character. The time limit for the implementation of the investment, the annual accounts of the last two years of the participating company and, where appropriate, the rights of the company in order to designate representatives in the bodies of the institutions shall also be indicated. administration and management of that.

4. In any event, it may be appropriate for applicants to require the applicants for any information, reports or records to enable the CNMV to give an appropriate opinion and, in particular, to assess the possibility of exercising supervision of the group.

Article 124. Notice of the opening of branches of management companies authorised in other Member States of the European Union.

1. In accordance with Article 55 of Law 35/2003 of 4 November, one year after the date of notification to the management company of the receipt of the communication by its supervisory authority, or from the end of the waiting period fixed by the CNMV, without the company having opened the branch, the procedure must be started again.

2. The CNMV shall also be notified of the closure of the branch, at least three months in advance of the planned date.

3. When, in accordance with Article 55 of Law 35/2003 of 4 November, an SGIIC submitted to Directive 2009 /65/EC of 13 July, intends to carry out in Spain, through a branch, the discretionary management activity of It may choose to join the investment guarantee fund in the terms foreseen for the branches of the European Union's service companies in Royal Decree 948/2001 of 3 August 2001 on compensation schemes for the investors.

Article 125. Opening of branches and provision of services in Spain by management companies not authorised in the European Union and by management companies authorised in the European Union not subject to Directive 2009 /65/EC of 13 July.

1. The opening in Spain of branches of management companies of non-Member States of the European Union and of Member States of the European Union not subject to Directive 2009 /65/EC of 13 July will require the authorisation of the Minister for Economic Affairs and Competitiveness, on a proposal from the CNMV. The requirements laid down in Chapter II of Title IV of Law 35/2003 of 4 November and in this Regulation shall be observed in so far as they are applicable, with the following particularities:

(a) By minimum social capital, the amount held by the institution in Spain of permanent and indefinite-duration funds, available for the loss coverage of the branch, shall be understood.

(b) The provisions of Article 43.1 (a), (b), (d) and (f) of Law 35/2003 of 4 November shall not apply. The reference to the draft social statutes of Article 108 of this regulation shall be understood as referring to the draft constitution of the branch and to the existing statutes of the institution, and the CNMV shall be informed of the changes. they are subsequently produced in both.

(c) You must have at least two persons who effectively determine the orientation of the branch and are directly responsible for the management. Both shall be required to be of good repute, the knowledge and experience referred to in Article 43.1.h of Law 35/2003 of 4 November.

d) The social object of the branch may not contain activities not permitted to the entity in its country of origin.

(e) The documentation accompanying the application shall contain the information necessary for the accuracy of the legal and management characteristics of the requesting foreign entity, as well as its financial situation. A description of the organisational structure of the entity and of the group in which it is eventually integrated shall also be included. It shall also be established that it is in possession of the authorisations of its country of origin to open the branch, where required, or the negative certification, if they are not accurate.

2. The authorization referred to in the preceding paragraph may also be refused or conditional on prudential grounds for not giving equivalent treatment to Spanish entities in the country of origin or for failure to ensure compliance with the requirements of the Directive. rules of management and discipline applicable to Spanish IICs.

3. Where an SGIIC authorised in a non-Member State of the European Union or in a Member State, which is not subject to Directive 2009 /65/EC of 13 July, intends to provide services without a branch in Spain, it must first apply to the CNMV, indicating the activities to be carried out and obtaining the corresponding authorisation. The CNMV may request an extension of the information provided, as well as condition the exercise of those activities to the fulfilment of certain requirements as a guarantee of compliance with the rules applicable to IICs or those issued for reasons of general interest.

The authorization referred to in this paragraph may be refused or conditioned for prudential reasons, for not giving equivalent treatment to Spanish entities in the country of origin, or for not being assured of compliance with the rules of management and discipline applicable to Spanish IICs.

In addition, the SGIIC will have to appoint a representative with tax residence in Spain to represent it for the purposes of the tax obligations to be met by the activities it carries out on Spanish territory.

TITLE V

Depositary

Article 126. Names and requirements.

1. The banks, savings banks, including the Spanish Confederation of Savings Banks, credit unions, companies and securities agencies may be deposited in the terms set out in Title V of Law 35/2003 of 4 May. of November, and in this title. Such entities may only use the denomination of IIC depositary in relation to the depositary functions in respect of such entities.

2. Those who exercise management or management positions in a depository institution shall meet the eligibility requirements laid down by their specific legislation. In addition, the Director-General or assimilated to the IIC depositary area shall have adequate knowledge and experience in matters relating to the securities market.

Article 127. Repository and value administration function.

1. In accordance with the provisions of Article 60.i) of Law 35/2003 of 4 November, it is for the depositaries to exercise the functions of depositing or administering securities belonging to IICs and to take responsibility for them in cases in which they are which do not develop them directly. To this end, the depositaries shall receive the IIC securities and deposit them, guarantee their custody and issue the supporting documents. To this end, the depositaries and the management company must establish the appropriate mechanisms and procedures to ensure that, in no case, the disposal of the IIC assets is done without their consent and authorization. Among others, such procedures shall affect the current accounts in other credit institutions, the transitional balances associated with the operation with securities, bilateral transactions and investments in other IICs.

2. The deposit of securities abroad, in any case, must guarantee that the property, the full domain and free disposition of the assets belong, at all times, to the IIC. The Minister of Economy and Competitiveness and, with his express rating, the CNMV are empowered to develop the provisions of this paragraph.

3. It will also be up to the depositaries to receive and safeguard the liquid assets of the IICs. Without prejudice to the provisions of the foregoing Article, the cash-flow shall be deposited with a deposit institution, with the understanding of the banks, savings banks and credit unions. They may also maintain transitional balances associated with the settlement of securities securities in other financial intermediaries that are legally entitled to maintain such balances.

Article 128. Monitoring and monitoring function.

1. In order to develop the monitoring and monitoring functions of the management of the SGIICs and, where appropriate, of the administrators of the SICAV, the depositaries shall collect monthly information from the SGIIC or the SICAV administrators. sufficient to enable them to perform their monitoring and surveillance functions properly.

2. The depositaries must also carry out the appropriate checks to verify the accuracy, quality and sufficiency of the information referred to in the previous paragraph, as well as all other information, documentation and publicity that the SGIIC or, where appropriate, the administrators of the SICAV, must refer to the CNMV in accordance with the rules in force.

3. Depositaries shall report to the CNMV a half-yearly report on the performance of the monitoring and surveillance function, in which they shall demonstrate the accuracy, quality and sufficiency of the information referred to them by the SGIIC or, where appropriate, the administrators of the SICAV, in order to be able to fulfil its oversight and oversight function, as well as the remaining information, documentation and publicity referred to in the previous paragraph.

The report shall include all regulatory breaches or anomalies detected by the depositary in the management or administration of IICs.

In the case of anomalies that are not of particular relevance, the observations that the SGIIC or, where appropriate, the administrators of the SICAV could have made, should be incorporated into the report. To this end, the depositary, prior to the referral of the report, must have transferred the anomaly to the SGIIC or, where appropriate, the administrators of the SICAV.

The CNMV may determine the content and model to which this report will be adjusted, as well as the time and form for its referral.

4. Without prejudice to the provisions of the above paragraphs, the depositary shall inform the CNMV in writing without delay of any anomaly which it detects in the management or administration of IICs and which is of particular relevance.

5. The Minister of Economy and Competitiveness and, with his express rating, the CNMV may establish specific oversight and oversight functions of the depositary with respect to the balances of the members or shareholders of the IICs.

Article 129. Cessation of the depositary and advertising of substitution.

1. If the depositary ceases to function, the CNMV shall have its replacement by another entity empowered to exercise that function. If this is not possible, the IIC shall be dissolved and the settlement period opened. The settlement shall be carried out by the management company in the form provided for in Article 35.

2. The replacement of the depositary, as well as the changes in its control, shall apply to it as provided for in Article 12.2 of Law 35/2003 of 4 November and in Article 14 of this Regulation.

Article 130. Liability action.

The responsibility of the depositary may be claimed by the participants either directly or indirectly through the management company. However, the latter shall not be required to make such a claim but upon request by members representing at least 10% of the estate.

Article 131. Content of the agreement between the depositary and a management company authorised in another Member State of the European Union managing an IIC authorised in Spain.

1. The written agreement referred to in Article 60a of Law 35/2003 of 4 November shall contain at least the following elements:

(a) A description of the procedures to be taken for each type of asset of the IIC entrusted to the depositary, including the procedure applicable to custody.

(b) A description of the procedures to be followed when the management company intends to amend the fund rules or the IIC prospectus. Those procedures shall specify the time when the depositary is to be informed and the cases where the prior agreement of the depositary is necessary to proceed with such modification.

(c) A description of the means and procedures to be used by the depositary in order to transmit to the management company all the information necessary for the performance of its duties. Such a description shall include references to the exercise of rights related to financial instruments and to timely and reliable access by the management company and the IIC of the information concerning the accounts of that IIC.

(d) A description of the means and procedures through which the depositary may have access to the information necessary for the performance of its duties.

(e) A description of the procedures through which the depositary may investigate the conduct of the management company and assess the quality of the information transmitted by the depositary. Such a description shall include references to on-site visits.

(f) A description of the procedures through which the management company may verify whether the depositary fulfils its contractual obligations.

2. In relation to the exchange of information and the obligations on confidentiality and money laundering, the agreement referred to in this Article shall include at least the following elements:

(a) A list of all information to be exchanged between the IIC, its management company and the depositary for the subscription, redemption, issuance, cancellation and repurchase of the shares and shares of the IIC.

(b) A description of the confidentiality obligations to be respected by the parties to the agreement. Such obligations shall under no circumstances prevent the CNMV and the competent authority of the Member State of origin of the management company from having access to the relevant documentation and information.

(c) Information on the tasks and responsibilities to be taken by the parties to the agreement as regards, where appropriate, the obligations on the prevention of money laundering and terrorist financing.

3. In relation to the designation of third parties, the agreement referred to in this Article shall include at least the following elements:

a) The commitment of both parties to provide timely information on any third party designated by one of them for the performance of their duties.

(b) The commitment of both parties that, at the request of one of them, the other will inform you of the criteria applied to select the third party and of the measures taken to monitor the activities for the performance.

(c) A statement indicating that the depositary shall be responsible for the custody of the assets of the institutions, even if they have entrusted to a third party custody of part or all of the assets, such as as stated in article 62.2 of Law 35/2003 of 4 November.

4. In relation to the modification and termination of the agreement referred to in this Article, the agreement shall include at least the following elements:

a) The term of the agreement.

b) The conditions in which it can be modified or terminated.

c) The conditions that are necessary to facilitate the passage from one depositary to another and the procedure to be followed by the first one to send all relevant information to the second.

5. The agreement will specify that the applicable regulations will be that set out in Law 35/2003, of November 4, in this regulation and in the other applicable provisions in our order.

6. In cases where the parties to the agreement provided for in this Article agree to use electronic means to transmit all or part of the information to be exchanged, the agreement shall provide for the need to keep a record of that information.

Article 132. Scope of the agreement between the depositary and a management company authorised in another Member State of the European Union managing an IIC authorised in Spain.

In the event that the management company authorised in another Member State of the European Union manages more than one IIC authorised in Spain, the agreement provided for in the previous Article may cover more than one of these IICs. In this case, the agreement shall contain the list of IICs that are covered.

Article 133. Alternative arrangement between the depositary and a management company authorised in another Member State of the European Union managing an IIC authorised in Spain.

The depositary and the managing company authorised in another Member State of the European Union which manages an IIC authorised in Spain may choose to include the details of the means and procedures provided for in Article 131.1, (c) and (d), in the agreement referred to in that Article, or in a separate written agreement.

TITLE VI

Rules of conduct and conflicts of interest

Article 134. Applicable rules.

SGIICs, depository entities and IICs that are in the form of a company and whose integral management is not entrusted to an SGIIC, the trading entities, as well as those who are in charge of administration and In all of them, their employees, agents and proxies will be subject to the rules of conduct provided for in Article 65 of Law 35/2003 of 4 November, with the specifications provided for in this regulation and in its regulations development.

Article 135. Application of Royal Decree 217/2008 of 15 February on the Legal Regime of investment firms and other entities providing investment services and amending in part the Regulation of Law 35/2003, of 4 November, of institutions of collective investment, approved by Royal Decree 1309/2005, of 4 November.

1. It shall apply to persons and entities listed in the previous Article, Title IV on rules of conduct applicable to those providing investment services of Royal Decree 217/2008 of 15 February. IIC management companies which carry out the marketing activities of both IIC shares and units managed by them and, where appropriate, other IICs, shall be required to implement the provisions of Chapter III of Title IV of the Royal Decree 217/2008.

2. For the purposes of the above paragraph, the Minister of Economy and Competitiveness is enabled to, on the proposal of the CNMV, to develop and to adapt the established in the actual decree in the necessary to the specific specificities of the activity in the field of collective investment.

Article 136. Internal rules of conduct.

1. The SGIIC, the depository institutions, the IICs which are in the form of a company and whose management is not entrusted to an SGIIC, the different entities of an SGIIC that manage the assets of an IIC and the trading entities shall draw up an internal rules of conduct, which must be enforced, which will regulate the performance of its administrative bodies, employees and representatives.

When the entities referred to in the previous paragraph already have, in application of other regulations, the obligation to draw up an internal rules of conduct, they may integrate into this the specific rules concerning their activity in the the scope of collective investment.

2. The internal rules of conduct must be based on the principles mentioned in the rules referred to in Article 65 of Law 35/2003 of 4 November and in Title IV (rules of conduct applicable to those who provide services). investment) of Royal Decree 217/2008.

3. The internal rules of conduct drawn up as provided for in this Regulation should be sent to the CNMV in advance of its implementation, which may make recommendations. If the CNMV appreciates the provisions of the legislation applicable to IICs, it shall notify the entities, which shall make the necessary modifications to ensure compliance.

4. Failure to comply with the provisions of the internal rules of conduct, as soon as their content is carried out under the provisions referred to in Article 134, may give rise to the imposition of the corresponding administrative penalties, in the terms provided for in Law 35/2003 of 4 November.

Article 137. Assignment of operations.

The internal control procedures of the entities referred to in the preceding article shall permit accrediting that investment decisions in favour of a particular collective investment institution, or client, are adopt with character prior to the transmission of the order to the broker.

You must also have criteria, objectives, and pre-established criteria for the distribution or breakdown of operations that affect multiple IICs, or clients, that ensure equity and non-discrimination between them.

Article 138. Conflicts of interest.

Managing companies must be organised and structured in such a way as to minimise the risk that the interests of IICs or clients will be harmed by conflicts of interest:

a) Between society and its clients.

b) Between a competent person or who has, directly or indirectly, a control link with the management company and is or its clients.

c) Between clients.

d) Between one of your clients and an IIC.

e) Between two IICs.

In particular, they must have a written policy on conflicts of interest that will be adjusted to the size of the organization, as well as the nature, scale and complexity of their activities.

In any case, these policies and procedures must guarantee the independence in the execution of the different functions within the manager, as well as the existence of a regularly updated register of those operations and activities carried out by or on behalf of management companies in which a conflict of interest has arisen or may arise.

The CNMV may establish the specific measures to be taken by the managers to comply with this precept.

Article 139. Specific regime of conflicts of interest consisting of related operations.

1. The following shall be related operations:

(a) The collection of remuneration for the provision of services to an IIC, except those provided by the management company to the institution itself and those provided for in Article 7.

b) Obtaining for a financing IIC or deposit constitution.

(c) The acquisition by an IIC of securities or instruments issued or endorsed by one of the persons defined in Article 67.1 of Law 35/2003 of 4 November, or in whose issuance any such person acts as colocenter, insurer, director, or advisor.

d) The values of values.

e) Any transfer or exchange of resources, obligations or business opportunities between investment companies, management companies and depositaries on the one hand, and those who carry on them administration or address, on the other hand.

(f) Any business, transaction or provision of services involving an IIC and any business of the economic group of the manager, depositary or SICAV or any of the members of their respective boards of administration or other IIC or assets managed by the same managing body or other management of the group.

2. Related transactions that are carried out between the SGIICs and investment companies that have not delegated the management of their assets to another entity, and those who perform management and management positions on them, when they represent for the SGIIC or the investment company, or for the IIC which they administer, a significant turnover, shall be approved by the management board in accordance with the following rules:

(a) The matter shall be included in the order of the day with due clarity.

(b) If any member of the board of directors is considered to be a party in accordance with the provisions of Law 35/2003 of 4 November, and in this article, it shall refrain from participating in the vote.

c) Voting will be secret.

(d) The agreement shall be adopted by a two-thirds majority of the total number of members, excluding from the calculation of the members who, where appropriate, abstain in accordance with the provisions of point (b).

e) Once the vote has been held and the result has been proclaimed, it will be valid to record in the minutes the reservations or discrepancies of the members regarding the agreement adopted.

The CNMV shall determine the meaning, for the purposes of this Article, of significant business volume taking into account the size of the SGIIC or the investment company, the managed assets and the amount and characteristics of the linked operation.

Article 140. Separation from the depositary.

1. The procedures of management companies or, where appropriate, investment companies, as well as depositaries, in order to avoid conflicts of interest, shall arbitrate the necessary measures to ensure that the information derived from their their activities are not within the scope, directly or indirectly, of the staff of the other entity; to this end, they shall provide for the physical separation of human and material resources devoted to the management and depository activities and the computer tools that prevent the flow of information that could generate conflicts of interest between those responsible for one and another activity.

In particular, these procedures should provide for the following separation rules:

a) The non-existence of common advisors or administrators.

(b) The effective management of the management company by persons independent of the depositary.

(c) The management company and the depositary have different addresses and physical separation of their activity centres.

2. The management company and, where appropriate, the investment company shall state, in the information documents referred to in Article 22 of this Regulation, the exact type of relationship which binds them to the depositary, taking as a reference, where appropriate, the list of circumstances contained in Article 4 of Law 24/1988 of 28 July.

The management company and, where appropriate, the investment company shall refer in the half-yearly report and in the annual report to the operations for the acquisition or sale of securities or financial instruments in which the depositary is a seller or buyer, respectively.

3. In the independent unit of the management company or investment company responsible for verifying compliance with the requirements laid down in accordance with paragraph 1, there shall be no majority of members with functions. executive in the entity.

4. The report on the degree of compliance with the requirements laid down in Article 68.2 of Law 35/2003 of 4 November shall be drawn up on an annual basis and referred to the CNMV within one month of the end of the financial year to which it is refer.

Article 141. Duty of action in the interest of the IICs and their shareholders or shareholders.

The duty to act in the interests of the IICs and the members and shareholders referred to in Article 46.2 of Law 35/2003 of 4 November shall include, inter alia, the following obligations:

(a) Management companies or IICs which are in the form of a company and whose management is not entrusted to a management company shall apply policies and procedures aimed at preventing practices from which it is reasonably expect a negative effect on market stability and integrity.

(b) Management companies or IICs which are in the form of a company and whose management is not entrusted to a management company shall seek the use of the IICs for which they are managed by means of pricing models and valuation systems which, being fair, correct and transparent, enable them to act in the interests of their members or shareholders. Those entities should be able to demonstrate that the IIC portfolios have been correctly valued.

(c) Managing companies or IICs which are in the form of a company and whose management is not entrusted to a management company shall avoid undue costs borne by IICs and their shareholders or shareholders.

Article 142. Requirement of diligence in the verification of investments.

1. Management companies and IICs which are in the form of a company and whose management is not entrusted to a management company shall maintain a high level of diligence in the selection and permanent monitoring of investments, in the interests of IICs and in the interests of market integrity.

2. Management companies or IICs shall have a knowledge and adequate understanding of the assets in which they invest the IICs managed by them.

3. Management companies or IICs shall establish in writing appropriate policies and procedures to ensure due diligence and shall implement effective measures to ensure that the investment decisions of IICs are in line with their objectives, investment strategy and risk limitation.

4. Managing companies or IICs when applying their risk management policy, and taking into account, where appropriate, the nature of the investment they provide, shall, before making the investment, make the necessary forecasts and analyses on the the contribution of the latter to the composition, liquidity and risk-return profile. Such analyses shall be carried out on the basis of reliable and up-to-date information only in quantitative and qualitative terms.

Article 143. Reporting obligations on the execution of the subscription and redemption orders.

1. Managing companies and IICs which are in the form of a company and whose management is not entrusted to a management company, after executing an order for the subscription or redemption of a shareholder or a shareholder, shall notify the shareholder in a durable medium at the latest on the first working day following that execution or, if it is a third party sending the confirmation to the management company or the IIC, no later than the first working day following receipt of such confirmation.

The above paragraph shall not apply when the notification is to contain the same information as the confirmation that must be sent without delay to the participant or shareholder by a third party.

Without prejudice to the foregoing paragraphs, confirmation pursuant to Article 68 of Royal Decree 217/2008 is sufficient to comply with the obligation laid down in the first paragraph.

2. The notification provided for in paragraph 1 shall contain, where appropriate, the following information:

a) The identity of the management company or IIC.

b) The name or other name of the shareholder or shareholder.

c) The order receipt date and time and the payment method.

d) The date of the run.

e) The IIC identity.

f) The order type.

g) The number of affected shares or shares.

h) The liquidative value to which the shares have been subscribed or repaid.

i) The date of the liquidative value.

j) The gross value of the order, including subscription fees, or net amount, excluding reimbursement expenses.

k) The total amount of fees and charges charged, with their breakdown by item if the investor so requests.

3. Where the orders of a shareholder or shareholder are executed on a regular basis, the management company or the IIC shall, in each case, carry out the notification provided for in the preceding paragraphs or provide it with a periodicity at least half-yearly. the data referred to in the previous paragraph.

4. Managing companies or IICs shall transmit to the unit-holders, at their request, information on the status of their orders.

Single additional disposition. Fee regime for investment funds of a financial character, constituted as funds for investment in money market assets under Law 46/1984 of 26 December, regulating collective investment institutions.

1. Investment funds of a financial nature, constituted as funds for investment in money market assets, under the repealed Law 46/1984 of 26 December, regulating the institutions of collective investment, registered in the registration of the CNMV at the entry into force of this regulation, will continue to respect the limits to the commissions contained in this provision, while its investment policy allows to continue to consider them as such.

2. Management fees shall not be collected in excess of the following limits:

(a) Where the commission is calculated solely on the basis of the equity of the fund, 1% of the fund's assets.

b) When calculated solely on the basis of results, 10% of these.

c) When both variables are used, 0.67% of the equity and 3.33% of the results.

3. Subscription and redemption fees may not exceed 1% of the fair value of the shares.

4. The remuneration of the depositary shall be freely agreed, but shall not exceed 1,5 per 1,000 annual of the reserve assets. The Commission shall provide the depositary with the remuneration for carrying out all the tasks assigned to it by the rules, without the funds being able to bear any additional costs where the depositary has delegated to third parties the performance of any of such functions. Exceptionally, and subject to the authorisation of the CNMV, that commission may be higher in the case of depositaries who are primarily responsible for their duties abroad. Independently of this commission, the depositaries may receive from the funds commissions for the settlement of transactions, provided that they are in accordance with the general rules governing the corresponding tariffs.

First transient disposition. Transitional arrangements for IICs whose investment policy is based on a single investment fund.

1. The IICs whose investment policy is based on a single investment fund and which are registered in the administrative register of the CNMV at the entry into force of this Royal Decree must conform to the provisions of Articles 54 to 70 of the the time limit of one year.

2. In the case of non-adaptation as referred to in the previous paragraph, the authorization shall be revoked, the registration of the registration in the administrative register of the CNMV being cancelled.

3. Until the adequacy or, where applicable, the revocation of the authorisation, as provided for in paragraphs 1 and 2 above, is produced, the derogation from the obligation to retain or to take account of regulated income shall continue to apply to these IICs. Article 59 of the Company Tax Regulation, approved by Royal Decree 1777/2004 of 30 July 2004, in its wording in force prior to that laid down in the final provision of the Royal Decree 1082/2012, of 13 July for the adoption of the Regulation of the Development of Law 35/2003 of 4 November 2012, collective investment institutions.

Second transient disposition. Transitional arrangements applicable to non-financial IICs and to the free investment IICs and IIC of free investment IIC, in relation to the document with the key investor data.

The form and content of the document with the key investor data referred to in Article 17 of Law 35/2003 of 4 November will be adjusted in the case of non-financial IICs and IICs free investment and IIC of free investment, as provided for in the simplified prospectus in the IIC Regulation in accordance with its previous wording, as long as the content and the way of presenting the prospectus and the document have not been determined by the CNMV with the key investor data.

Transitional provision third. Transitional regime applicable in relation to the cost-effectiveness scenarios of structured IICs.

The profitability scenarios of the structured IICs referred to in point (r) of Article 23.1 of this Regulation shall not be required as long as the content and the manner of presentation of the content of the IIC are not determined by the CNMV. Brochure and document with key investor data.

Transitional disposition fourth. Adaptation of the investment portfolio.

All IICs will have until July 1, 2013 to adapt their investment portfolio to what is stated in this regulation.

Single end disposition. Enablement for regulatory development.

1. The Minister of Economy and Competitiveness is empowered to make the necessary provisions for the compliance and enforcement of this regulation and, with its express rating, to the CNMV.

2. In particular, the CNMV is enabled to carry out and develop the communication system, the content of the reporting obligations, the form of reference of information, which may be electronic and the time limits for communication in relation to the amendments which take place under the conditions of the authorisation of the management companies of collective investment institutions, in accordance with the provisions applicable to Law 35/2003 of 4 November of the institutions of Collective Investment.

This enablement will affect, in particular, modifications to the following aspects:

(a) Composition of the shareholding and any changes in the shareholding, without prejudice to the regime established for the alleged acquisition or increase of significant shareholdings.

b) Appointments and management and management charges.

c) Extension or reduction of activities and instruments included in the activity programmes.

d) Amendments to social statutes.

e) Opening and closing of branches or any other secondary establishment on national territory.

f) Agency relationships.

g) Delegation of administrative, internal control, and investment analysis and selection functions.

(h) Any other modification that would result in a change in the conditions of the authorisation granted or other data in the register which are recorded in the National Securities Market Commission, without prejudice to the prior authorisation where they are required in accordance with the rules applicable to them.