This royal decree introduces a series of amendments to the Regulation of Law 35/2003 of 4 November, of collective investment institutions, approved by Royal Decree 1309/2005 of 4 November, as well as three Regulations in the field of taxation: the Non-Resident Income Tax Regulation, approved by Royal Decree 1776/2004 of 30 July 2004; the Companies Tax Regulation, approved by Royal Decree 1777/2004 of 30 July 2004; and the Rules of Tax on the Income of the Physical Persons, approved by the Royal Decree 439/2007, dated March 30.

The fundamental objective of this royal decree is twofold. On the one hand, it is intended to solve some problems posed by the impact of the financial crisis on the asset of collective investment institutions. Moreover, it is considered necessary to introduce improvements that would allow greater flexibility in the performance of these investment figures, without undermining the protection of the investor.

The current financial crisis has negatively affected assets that are part of the wealth of a large number of collective investment institutions, either because these assets have become illiquid, or because in the current market conditions are difficult to assess. For these reasons, and given the current complex situation, it is necessary to introduce an alternative to the final liquidation of a collective investment institution and to the fact that the exceptional situation in which they are part of their assets, in combination with the obligations imposed on them by the rules on subscriptions and repayments, result in the closure of the collective investment institution.

This alternative is the creation of collective investment institutions or special purpose compartments, known internationally as "side pockets", where the assets affected by the situation will be accommodated. It makes it difficult to assess and reduce its liquidity. In this way, the institution of collective investment or original compartment can continue to be managed normally, while the collective investment institution or special purpose compartment is subject to a special scheme of valuation, liquidity, subscriptions and repayments, among other issues, which allow an orderly settlement of your assets.

Moreover, as we have mentioned, a series of amendments are introduced in the Regulation of Law 35/2003, of November 4, of collective investment institutions aimed at making the institutions more flexible. of collective investment, thus achieving greater efficiency in the financial markets, without this being a reduction in the level of investor protection. Some of these measures are mainly the following: it is allowed to operate with "Exchange-traded funds", better known as ETFs, in the form of variable capital investment companies; the investment regime of the institutions of the collective investment of a real estate, including listed companies investing in the real estate market among the assets in which their investments can be made; certain limits are relaxed to the investments they have (a) to meet the investment funds with guaranteed profitability objectives and improves the transparency regime of the committees.

In addition it must be emphasized that with some of the modifications established in this royal decree the regime of delegation of the management societies of institutions of collective investment to that of the enterprises of the investment services, as set out in 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 the Law 35/2003 of 4 November, of Institutions of Collective Investment, approved by the Royal Decree 1309/2005 of 4 November 2005. In this way, the management companies of collective investment institutions which are authorised to provide certain investment services are prevented from attending to different rules in order to delegate functions to another. entity.

Finally, the amendments made to the regulations of a fiscal nature consist in exempting from the obligation to practise withholding or income from the income derived from transmissions or repayments of shares or shares representing the capital or equity of the listed investment funds or listed variable capital investment companies.

In its virtue, on the proposal of the Minister of Economy and Finance, in agreement with the Council of State and after deliberation of the Council of Ministers of June 4, 2010,

DISPONGO:

Article first. Amendment of the Regulation of Law 35/2003 of 4 November of collective investment institutions, approved by Royal Decree 1309/2005 of 4 November 2005, approving the Regulation of Law 35/2003 of 4 November 2005, collective investment institutions, and the tax regime of collective investment institutions is adapted.

The Regulation of Law 35/2005 of 4 November of collective investment institutions, approved by Royal Decree 1309/2005 of 4 November 2005, approving the Regulation of Law 35/2003 of 4 November 2005, of the collective investment institutions, and the tax regime of collective investment institutions is adapted as follows:

One. Article 5.1 is worded as follows:

" 1. The managing companies of IIC 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 members commissions 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. Also, in case the IIC management company (hereinafter the SGIIC) reserves the possibility of establishing return agreements to unit-holders charged, such a circumstance should be included in the information leaflet of the funds, together with the criteria to be followed for the practice of such returns. "

Two. New wording is given to paragraph 1 of the third paragraph of Article 5.3:

" 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. '

Three. A new wording is given to Article 5.10 and two paragraphs 12 and 13 are added to Article 5:

" 10. Where an investment fund invests in another collective investment institution (IIC) which is managed by the same SGIIC or by a company belonging to its same group, the management fees accumulated and supported directly or indirectly by its members may not exceed the percentage which to this effect establishes the prospectus of the fund 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 assets invested in these assets. "

" 12. Investment funds may support intermediary fees that incorporate the provision of the financial analysis service on investments, as referred to in Article 63.2.e) of the Securities Market Act 24/1988 of 28 July 1988. provided that this is included 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 institution's annual report referred to in Article 17 of Law 35/2003 of 4 November of collective investment institutions shall collect detailed qualitative information for investors to have knowledge of the existence of costs arising 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.

13. The Minister of Economy and Finance and, with his express rating, the National Securities Market Commission will dictate the other provisions necessary for the development of this article. "

Four. A new paragraph 4 is added to Article 7:

" 4. The system of delegation of tasks set out in Article 68 shall apply to investment companies whose management, administration and representation is not entrusted to an SIIIC. "

Five. The second and third paragraphs of Article 14.2 are reworded:

" When the modification of the management regulation or, where appropriate, of the prospectus implies a substantial change in the investment policy or the policy of distribution of results, the substitution of the management or the management company depositary, the delegation of the management of the institution's portfolio to another entity, the transformation, merger or division of the fund or the compartment; or the establishment or elevation of the commissions, shall be communicated to the members with prior to its entry into force, at least one month in advance. 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. The change of control of the SGIIC, once carried out and communicated to the CNMV, must be communicated to the members within ten days.

Whenever there is a commission of reimbursement or expenses or discounts associated with it, the participants may choose within one month from the date of publication, or from the referral of the communications to the unit-holders. if it is later, for the repayment or transfer of its units, total or partial, without deduction of a reimbursement fee or any expense, for the settlement value corresponding to the date of the last day of the month of information. '

Six. Two new points (j) and (k) are added to Article 18.1, with the following wording:

" j) '' Investment fund listed '' and its acronym '' FI quoted ''.

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

Seven. New wording is given to Article 33.3:

" 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 a date prior to the payment, shall be considered as the fund's creditor balances. 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 must be verified in the manner provided for in the law and in this regulation. The balance sheet and the profit and loss account shall be published in the "Official Gazette of the State" and in one of the newspapers with the highest circulation of the place of the address of the SGIIC.

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 and may make deliveries to the unit-holders as a provisional settlement.

Once the total distribution of the assets has been effected, the SGIIC and the depositary shall request the cancellation of the seats relating to the fund in the registration of the corresponding CNMV and, where applicable, in the Commercial Registry. "

Eight. Article 36.1 (e) is reworded as follows:

" (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. '

Nine. New wording is given to paragraph 5. of Article 36.1.j):

" 5. º The shares and units of the risk capital entities governed by Law 25/2005 of 24 November, the regulator of the Capital-Risk Entities and their management companies, as well as the foreign entities similar. "

Ten. A new wording is given to the penultimate paragraph of Article 38.2 (d):

" In such cases, investment in shares or bonds of the same issuer may reach 20 percent of the IIC's equity. This limit may be extended to 35%, where exceptional causes are present on the market and provided that it is recorded in the prospectus and in any advertising for the promotion of the IIC. "

Once. A paragraph is added to Article 38.4:

" In addition, they will not be able to invest in shares or units of the same IIC above 25% of the volume in circulation of shares or shares in the same IIC. Those IICs covered by Article 45 whose investment policy is based on investment in a single fund shall not be subject to this limit. '

Twelve. A new wording is given to article 38.6:

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

Thirteen. A fourth paragraph is added to Article 39.3 and Article 39.4 is amended:

" 3. Total exposure to the market risk associated with derivative financial instruments shall not exceed the net worth of the IIC. Total exposure to risk shall mean any current or potential obligation arising from the use of derivative financial instruments, including those to be included in the uncovered sales.

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

They shall not be subject to the limits provided for in this paragraph by IICs which carry out a management aimed at achieving a concrete objective of profitability which has been guaranteed to the institution itself by a third party.

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

4. Exposure to the market risk of the underlying asset associated with the use of derivative financial instruments shall be taken into account for compliance with the diversification limits referred to in paragraphs 2, 3, 6, 7 and 8 of the Article 38. For such purposes, derivative instruments whose underlying is a stock index or fixed income index meeting the requirements laid down in Article 38.2.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.

They shall not be subject to the limits provided for in this paragraph by IICs which carry out a management aimed at achieving a concrete objective of profitability which has been guaranteed to the institution itself by a third party. "

Fourteen. A new point (c) is added to Article 42.1:

" (c) In the case of IICs which replicate or reproduce a given stock index or fixed income index referred to in Article 38.2 (d), the removal of the 20% limit may be extended to 35% for a single issuer as long as it comes justified by exceptional causes on the market. "

Fifteen. Article 43 (a), (b) and (n) are amended as follows:

" (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 78a (3) of Law 24/1988 of 28 July of the Stock Market.

(b) They may only carry out the marketing activities referred to in Article 2.1 of the Act when they are addressed to professional clients as defined in Article 78b (3) of Law 24/1988 of 28 July 1988. Stock Market. "

" 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 the Law, 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 78b (3) of Law 24/1988 of 28 July 1988 on the Market of Values. Such a document shall also not be required where there are discretionary portfolio management contracts that allow investment in this type of IIC and include warnings equivalent to those of the cited document. "

Sixteen. Article 4 (1) (a) is amended as

:

" (a) You must invest at least 60 per 100 of your equity in IIC of free investment referred to in the previous article incorporated in Spain and similar foreign IICs, or domiciled in countries belonging to the The European Union or the OECD, or whose management has been entrusted to a management company subject to supervision with an address in a country belonging to the European Union or to the OECD. '

seventeen. A new Article 45a is added with the following literal wording:

" Article 45a. 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 IIC original 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 28. 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, except:

(a) The investment rules contained in Section 1 of Chapter I of Title III shall not apply to them.

(b) They shall not have a minimum equity in accordance with Article 46 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 provided for in Article 28 of Law 35/2003 of 4 November of collective investment institutions may be applied to the repayments of shares or shares representing IICs or compartments of collective investment. Resulting special purpose.

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 of collective investment institutions.

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. "

Eighteen. The title of Article 49 is amended as follows:

" Article 49. Quoted investment funds and listed SICAV index. "

nineteen. Article 49 (2) (a), (b) and (c) shall be amended

follows:

" (a) Obtain the authorization of the National Securities Market Commission, in accordance with the procedure laid down in Article 10 of the Law. When the bottom of the fund is produced in the corresponding register of the National Securities Market Commission, the admission to the stock exchange of its holdings shall be without effect.

b) Meet the special rules of Article 52.1. 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 purpose of the investment policy is to reproduce an index that meets the conditions laid down in Article 38.2.d) as well as any other underlying that the National Securities Market Commission authorizes expressly. "

Twenty. A new paragraph 8 is added to Article 49, with the following literal wording:

" 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 that laid down in Article 6 of this Regulation.

(b) paragraphs 3 to 6 of Article 52 and Articles 53 and 54 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 the Law shall not apply to the shares representing their share capital. "

Twenty-one. Article 51.2 is amended as follows:

" 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 quoted index SICAV, it shall be within the meaning of Article 49 of this Regulation. "

Twenty-two. Article 56 (1) (a) is amended as

:

" a) Investments in completed real estate. The following investments will be included in this letter, with a ceiling of 15% on the IIC's heritage:

1. Inversiones 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 immovable property. is the lease object from this.

2. Ininvestments in housing leasing 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 real estate is the subject of a lease.

4. Inversiones in public limited companies listed as investment in the real estate market referred to in Law 11/2009 of 26 October, on the regulation of the Limited Companies Listed for Investment in the Market Real estate, provided that they do not have equity in the equity or equity 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 expected to acquire do not authorize to invest more than 10 percent of the asset of the institution in units or shares of other IICs. In addition, the rules on investment arrangements, the prevention of conflicts of interest, indebtedness and valuation of real estate should be similar to those included in this chapter. "

Twenty-three. Article 60.1 is amended as follows:

" 1. Real estate investment companies shall invest at least 80% of the annual average monthly balances of their assets in real estate in accordance with Article 56. The remainder of the asset may be invested in securities admitted to trading on stock exchanges or in other markets or organised trading systems referred to in Article 36. '

Twenty-four. A new paragraph 5 is added to Article 63, with the following literal wording:

" 5. The scheme for the dissolution and liquidation of the real estate investment funds shall be as general rule in Article 33, with the following specialties during the liquidation period:

(a) Once the settlement process of the fund is initiated, the management commission that may receive the SGIIC as remuneration for its services to that fund may not exceed 1.5 percent of the fund's equity during the First year, 1 percent for the second year and 0.5 percent from the third year. 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 National Securities Market Commission. "

Twenty-five. A new wording is given to Article 68.

" 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) has the competence, capacity and any authorisation required by law to perform the delegated functions or services in a reliable and professional manner.

ii) Effectively performs delegated services. To this end, the SGIIC shall establish measures to assess its level of compliance.

iii) Oversees correctly performing the 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) Coopera with the CNMV in everything related to the activities delegated to it.

vi) Protect all confidential information regarding 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 brochures 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 rules of operations linked to the terms laid down in Article 67 of the law and in Article 99 of this Regulation.

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 the law and in this Regulation for the modifications of 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 of the Market In order to carry out in Spain the investment service provided for in Article 63.1 (d) of that law.

(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 must 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, of the Securities Market, which protects the supervision and inspection in this field, or there is an obligation of cooperation between the supervisory bodies in application of the Community rules.

(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 the Law and 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 into the register of the SGIIC.

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 64 (b) and Article 84 (b), 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. '

Twenty-six. New wording is given to Article 74:

" Article 74. General investor guarantee fund.

The SGIIC shall adhere to the General Fund for the Guarantee of Investors in the event that they carry out investment services, except for the provision of the investment advisory service. 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. "

Twenty-seven. A new wording is given to Article 97.1:

" 1. It shall apply to persons and entities listed in the previous Article, Title IV on rules of conduct applicable to those who provide investment services of Royal Decree 217/2008 of 15 February on the legal status of undertakings of investment services and of the other entities providing investment services and partially amending the Regulation of Law 35/2003 of 4 November of collective investment institutions approved by the Royal Decree 1309/2005 of 4 November 2005. 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. "

Article 2. Amendment of the Non-Resident Income Tax Regulation, approved by Royal Decree 1776/2004, of July 30.

New wording is given to article 10.3.a), 3. º

" 3. Income arising from transfers or repayments of shares or shares representing the capital or assets of collective investment institutions, other than those arising from shares or shares in the funds and companies governed by Article 49 of the Regulation of Law 35/2003 of 4 November of collective investment institutions, approved by Royal Decree 1309/2005 of 4 November 2005. '

Article 3. Amendment of the Corporate Tax Regulation, approved by Royal Decree 1777/2004, of July 30.

Paragraph 59 (y) is amended as follows:

" and) The income derived from the repayment or transfer of shares or shares in the funds and companies governed by Article 49 of the Regulation of Law 35/2003, of collective investment institutions, approved by the Royal Decree 1309/2005 of 4 November 2005. '

Article 4. Amendment of the Income Tax Regulation of the Physical Persons, approved by Royal Decree 439/2007 of March 30.

The Income Tax Regulation of the Physical Persons, approved by Royal Decree 439/2007, of March 30 is amended as follows:

One. Article 75.3 (i) is amended as follows:

" (i) Equity gains arising from the repayment or transfer of shares or shares in collective investment institutions, where, in accordance with Article 94 of the Tax Act, does not apply their calculation, as well as those arising from the repayment or transfer of shares or shares in the funds and companies governed by Article 49 of the Regulation of Law 35/2003 of 4 November of collective investment institutions, approved by Royal Decree 1309/2005 of 4 November 2005. '

Two. New wording is given to the fourth additional provision, with the following literal wording:

" Additional provision fourth. Shares in listed investment funds and shares in listed index variable capital investment companies.

The deferral regime provided for in Article 94.1.a) .second paragraph of the Income Tax Act of the Physical Persons shall not apply when the transmission or reimbursement or, where applicable, the subscription or the acquisition has as its object representative holdings of the equity of the listed investment funds or shares of the same type of companies as referred to in Article 49 of the Regulation of Law 35/2003 of 4 November collective investment institutions, approved by Royal Decree 1309/2005 of 4 November 2005. '

Single repeal provision. Regulatory repeal.

The rules of the same or lower rank are repealed as set out in this royal decree and Article 24 (3) of the Order of the Ministry of Economy and Finance of 24 September 1993 on funds and companies property investment.

Final disposition first. Amendment of Royal Decree 926/1998 of 14 May on the regulation of asset-securitisation funds and the management companies of securitisation funds.

Article 2.2. (1) of Royal Decree 926/1998 of 14 May 1998 on the regulation of asset-backed securities and the management companies of the securitisation funds is read as follows:

" 1. The transferor and, where applicable, the issuer of the securities created for incorporation into a securitisation fund, shall have at the time of the establishment of the fund as a whole, at least, accounts audited for the last three years. The audit report of the last financial year shall have an opinion and may not contain a refusal of opinion, adverse opinion, or limitations within the scope or other type of caveats which, in the view of the CNMV, may affect the assets of the securitize. Such a requirement may be waived by the CNMV when the transferor is a newly established entity. "

Final disposition second. Entry into force.

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

Given in Madrid, June 7, 2010.

JOHN CARLOS R.

The Second Vice President of the Government and Minister of Economy and Finance,

ELENA SALGADO MENDEZ