The amendment of the Regulation of the Development of Law 35/2003, of 4 November, of Collective Investment Institutions approved by Royal Decree 1082/2012, of July 13, only two years after its entry into force, is essentially necessary to complete the transposition of Directive 2011 /61/EU, of the European Parliament and of the Council of 8 June on the management of alternative investment funds and amending the Directives 2003 /41/EC and 2009 /65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, which harmonises, for the first time the regulation on the managers of alternative investment funds in the European Union. This transposition was initiated in Law 22/2014 of 12 November, which regulates the risk capital institutions, other collective investment entities of a closed type, and by which the Law 35/2003 of 4 November is amended. Collective Investment Institutions.

This Directive concerns the non-harmonised management companies of collective investment institutions (IICs), that is to say, not authorised under the scheme provided for in Directive 2009 /65/EC of the European Parliament and of the European Parliament Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS). In this way, new requirements are introduced for the authorisation of these management companies and for the marketing of IICs that they manage. In addition, the rules of conduct to which they are subject, as well as the operational, organisational and transparency requirements to be met, with particular attention to risk management, liquidity management and liquidity management, are set out in greater detail. management of conflicts of interest.

There are also other issues that complete the transposition of the Directive. Among others: the additional information to be included in the prospectus of non-harmonised IICs; the periodic information that the management companies of collective investment institutions will have to provide to the National Securities Market Commission (CNMV) on the main markets and instruments in which they negotiate on behalf of the alternative IICs they manage; the limits on investment in securitisations and the clarification of the concept of investment management as set out in the Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 including the management of portfolios and risk control. In this same order, the requirements for the delegation of functions of the management companies are also detailed; the adjustments to the own resources required of the management companies to the minimum required by the European standard, as well as for Incorporate appropriate and consistent procedures that allow the correct and independent assessment of the IIC assets.

Special mention should be made of the regulation incorporated in the regulation on remuneration policy and on the depositary, which will apply to management companies and depositaries of all types of IIC, taking into account the treatment of these issues in Directive 2011 /61/EU of the European Parliament and of the Council of 8 June and Directive 2014 /91/EU of the European Parliament and of the Council of 23 July 2014 amending the Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2013 coordinating the laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) in respect of the functions of the depositary, remuneration policies and penalties; practically identical.

In particular, as regards the depositary's regime, a new Title V is drawn up with substantial elements for defining and regulating the functions and responsibility of the depositary, taking into account that the interpretation and application of that title should always be carried out in accordance with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 and in European legislation implementing Directive 2014 /91/EU, of the European Parliament and of the Council of 23 July 2014. It should also be remembered that some of these substantial elements of the depositary regime laid down in the directives, and now listed in Title V of the Regulation, were already regulated in our order through the Order. EHA/596/2008 of 5 March 2008 regulating certain aspects of the legal regime of the depositary of collective investment institutions and the content of the position states. This royal decree nevertheless chooses to integrate in a single title the regulatory regulation relating to the depositary, so that its regulation improves in terms of consistency and systematic. In addition, for all other issues of a more technical nature, many of which will be determined by technical standards of the European Union, the development of the CNMV is enabled. Thus Order EHA/596/2008 of 5 March will be definitively repealed, once the adjustments developed by the CNMV that complete the regulation of the depositary enter into force.

There are also other developments that do not directly cause the transposition of Directives 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 and 2014 /91/EU of the European Parliament and of the Council of 23 July 2011. 2014, and that they respond to the second reason that justifies the amendment of the Regulation of Law 35/2003, of November 4, and that it is none other than the permanent evolution and development of the market of the collective investment in Spain. In fact, with the emergence of new business opportunities and marketing arrangements, it is appropriate that the regulation should be adjusted to provide legal cover, legal certainty and a system that allows for the proper balance between development and protection of the investor. Among these developments, the following are highlighted:

First, the active marketing of free investment IICs (IICs) to qualified retailers is permitted as long as they make a minimum outlay of € 100,000 and leave on record that they know the risks inherent in the investment. Accordingly, the minimum paid-up is raised to EUR 100,000 so that a retailer can buy or subscribe shares or shares of IICIL, i.e. through so-called passive marketing.

Secondly, in line with recent regulatory reforms to promote alternative channels of business finance, different types of IICIL are regulated to accommodate the possibility of investing in invoices, loans, commercial effects of customary use in the field of trade and other assets of a similar nature, in financial assets linked to investment strategies with a time horizon of more than one year and in derivative financial instruments whatever the nature of the underlying. The active marketing of this type of IICIL is limited, exclusively, to professionals and certain additional reporting requirements are added and for the proper management of their risk.

Finally, the wording of several articles is improved and technically adjusted. Among others, certain provisions of the regulation are adjusted to allow for the possibility of using omnibus accounts, the assets in which the harmonised IICs can be invested are adapted to include those that the European Securities Authority and Markets are considered eligible, and the instruments and derivatives on which non-harmonised variable capital investment companies (SICAV) and non-harmonised financial investment funds regulated in the Article can be invested are extended. 72. In addition, the regime of agents and proxies and representation with that of investment firms is homogenised.

Paragraphs 53 et seq. of the single article introduce the second to sixth provisions of the Collective Investment Institutions regulation, which contain the regimes of the so-called IIC and IIC passports. Third country managers, that is, the requirements for cross-border marketing and management where the IIC and/or the manager are domiciled or incorporated in countries outside the European Union once those passports enter into force. The entry into force of these schemes is established in accordance with the delegated acts adopted by the European Commission on the same as Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011. In the same vein, the additional seventh provision includes the requirements to be met by the depositary based in a third country.

Paragraph 59 amends the unique final provision of the Collective Investment Institutions regulation, which contains the enabling for regulatory development and, in particular, the CNMV is enabled to develop the communication with regard to the changes to the conditions of the authorisation of the managing companies of collective investment institutions; the content and the model to which the statement of position is to be adjusted; and the legal status of the depositary.

The royal decree finally contains an amendment to the final part of Royal Decree 1310/2005 of 4 November 2005, for which the Law 24/1988, of 28 July, of the Securities Market, is partially developed in respect of admission to trading of securities in official secondary markets, of public offers of sale or subscription and of the prospectus required for such purposes, with a double objective. Firstly, to transpose correctly Directive 2003 /71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading. To this end, it was necessary to specify that, where the final price of the offer and the number of securities to be offered to the public cannot be included in the prospectus, the criteria or the conditions for which the prospectus is based must be included in the prospectus. determine the above elements or, in the case of the price, the maximum price. And second, to make a minimum adjustment to adapt the said royal decree to the content of Directive 2014 /51/EU of the European Parliament and of the Council of 16 April 2014 on the powers of the European Securities and Markets Authority.

In its virtue, on the proposal of the Minister of Economy and Competitiveness, in agreement with the Council of State and after deliberation of the Council of Ministers at its meeting on 13 February 2015,

DISPONGO:

Single item. Amendment of the Regulation of the Development of Law 35/2003 of 4 November of Institutions of Collective Investment, approved by Royal Decree 1082/2012, of July 13.

The Regulation of the Development of Law 35/2003 of 4 November of Collective Investment Institutions, approved by Royal Decree 1082/2012 of 13 July, is amended as follows:

One. Article 4 (3) is amended, which is worded as follows:

" 3. Whatever the form of representation of the units:

(a) The SGIIC, or the marketer of the units, in the event that the shares do not appear on behalf of the unit-holders in the register of the management company, shall send each participant, at the end of the financial year, a state of his position in the background. Where the party expressly requests it, the document may be sent to it by telematic means.

The status of position shall contain at least information concerning the date of the operation and the identity of the institution, as well as its management company and its depositary and the shareholder or shareholder, and any additional information to be determined by the CNMV.

(b) The SGIIC of an investment fund may, without prejudice to the right of the unit-holders to obtain the certificates referred to in point (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. '

Two. Article 5.14 (a) is amended as follows:

" (a) that the shares are represented by certificates and appear in the register of members of the management company or the marketer through which the units have been acquired on behalf of As a result, the marketer accredits the ownership of the participations against the investor. "

Three. Article 6 (5) is amended as follows:

" 5. However, they shall not have to comply with the requirements referred to in paragraphs 3 and 4 for companies whose shareholders are exclusively other IICs covered by Articles 54 and following, or those free investment companies regulated in Article 73. "

Four. Paragraph 2 is amended and Article 7 (4) is deleted, which is worded as follows:

" 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, the administrative board, provide for the appointment of an SGIIC as the person responsible for ensuring compliance with the provisions of this Regulation. The eventual agreement must be raised to public deed and be entered in the Commercial Register and in the registration of the CNMV.

In case the investment company does not designate an SGIIC, the company itself will be subject to the SGIIC scheme provided for in this regulation.

The designated SGIIC, or the investment company that has not designated an SGIIC may, in turn, delegate the management of investments to another or other financial institutions 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 must be credited by the corresponding agreement of the general meeting of shareholders of the investment company or, by express delegation of the investment company, the the management board, 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. "

Five. Article 11 (1) (e) is amended as follows:

" (e) The designation of an authorized depositary in the case of the SICAV, of the Free Investment Companies regulated by Article 73, the IIC of IIC of Free Investment with a corporate form and in the case of the companies of real estate investment whose management company exceeds the thresholds set out in Article 41a of Law 35/2003 of 4 November, indicating its name and address, as well as the data identifiers of its registration in the Commercial Registry. Notwithstanding the above, those SII who wish to benefit from the rights recognised under Directive 2011 /61/EU may voluntarily qualify for the requirements set out in the Directive, including the appointment of an SII. depository. "

Six. A point (r) is added and the last paragraph of Article 13 is amended as follows:

" r) Registration of external experts performing the assessment function.

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

Seven. Point (b) of paragraph 1, paragraph 2 is amended and paragraph 3 is added to Article 14, which is read as follows:

" 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 change in the prospectus is made on the basis of the establishment or renewal of guarantees to IICs which are or are to be managed in order to achieve a specific objective of profitability, refer to the CNMV the information referred to in Article 8.1.a), fourth paragraph.

(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, the establishment or elevation of the commissions, the establishment, lifting or eliminating discounts in favour of the fund to be used for 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; must be communicated to the unit-holders prior to their entry into force, at least 30 calendar days 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 brochure and/or the document with the data essential for the investor. The change of control of the SGIIC and the depositary, once carried out and communicated to the CNMV, must be communicated to the members within ten days. 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 following modifications to the investment policy will not be considered substantial, among others:

(a) Those that aim to adjust the credit quality of the fixed income assets to the solvency rating that the Kingdom of Spain has at each moment.

(b) Changes in duration that are intended to conform to the categories established by the CNMV.

c) Changes motivated by changes to the applicable regulations. 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 (counted from the referral of the communications to the unit-holders), by the reimbursement or 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 Article 54 et seq. shall have the same right of information or, in their case, for 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 requested reimbursements reach a total amount equal to or greater than 50 percent of the fund's assets, it may be dissolved in the terms of Article 24 of Law 35/2003 of 4 November, and in the Article 35 of this Regulation.

Where the modification 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 to be 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.

3. Where an IIC is managed by a relevant manager in such a way that this circumstance is one of the distinguishing elements of the IIC and is provided for in the prospectus and in the document with the key investor data the change of the manager It will be considered as a substantial change of the investment policy requiring its publication as a relevant fact and giving, in the case of the investment funds, the right of separation. If the replacement of the relevant manager has immediate effect, it may also be communicated to the unit-holders of the investment fund after its entry into force, within 10 working days '

Eight. An Article 19a is inserted in Chapter II of Title II, which is worded as follows:

" Article 19a. Information to be submitted by foreign IICs.

1. The CNMV may require the intermediary to commercialize in Spain foreign IIC, periodic information for statistical purposes on the said marketing, as well as any other information that is necessary for the fulfilment of its obligations This regulation is subject to supervision under Law 35/2003 of 4 November.

2. The CNMV shall determine, where appropriate, the form, time and content of the information relating to the marketing in Spain of foreign IICs to be transmitted directly to it or to investors. The information may be sent directly by the foreign IIC or its management company or by the trading entity or legal person it designates.

3. The above paragraphs shall also apply to the risk capital institutions (RCTs) and to the foreign closed class collective investment entities (EICC) provided for in Law 22/2014 of 12 November 2014 on which institutions are regulated. (a) risk capital, other collective investment entities of a closed type and the management companies of collective investment entities of a closed type, and amending Law 35/2003 of 4 November of Investment Institutions Collective. "

Nine. Article 20 is amended as follows:

" Article 20. Placing on the market in Spain the shares and units of IIC authorised in another Member State of the European Union governed by Directive 2009 /65/EC of 13 July 2009.

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 made through the authorised intermediaries and under 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 2009 concerning 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 the competent authorities. 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 15.2 of Law 35/2003 of 4 November shall be applicable to any change in the information and documentation referred to in that Article and shall be fulfilled in the established terms 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 15.3 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 CNMV shall publish at least in a language customary in the field of international finance and shall update the following information on its website:

(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 2009.

(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 Commission Regulation (EU) No 584/2010 of 1 July 2010.

(j) The e-mail address through which the IIC authorised in another Member State which trades in Spain shall comply with the obligations laid down in the second paragraph of Article 15.3 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. "

Ten. The title of Article 21 is amended, as follows:

" Article 21. Placing on the market of Spanish IIC shares and shares covered by Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 on the external side. '

Once. Points (s), (t) and (u) are added to Article 23.1 with the following wording:

" s) Detailed and up-to-date information on the remuneration policy of the management company, which will include at least a description of the way the remuneration and benefits are calculated, the identity of the persons responsible for doing so, and, where appropriate, the composition of the remuneration committee. This detailed information may be replaced by a summary of the remuneration policy indicating the website on which the said information can be consulted and indicating that a paper copy can be obtained free of charge of such information upon request.

t) The description of the functions of the IIC depositary and any conflicts of interest that may arise. The description of any deposit function delegated by the depositary, the list of third entities in which the deposit function may be delegated and any conflicts of interest to which that delegation may take place.

A statement shall also be included indicating that investors who request it shall be provided with up-to-date information on the data referred to in the preceding letter. However, for the entry into force of the appointment of third entities in which the deposit function is delegated, the prior update of the prospectus shall not be necessary.

u) The identification of the relevant manager in the event that the IIC is managed by a relevant manager in accordance with Article 14.3. "

Twelve. A new Article 23a is added with the following wording:

" Article 23a. Additional information to be included in the prospectus for non-harmonised IICs.

1. The SGIICs, for each of the IICs not authorised under Directive 2009 /65/EC of 13 July 2009, which they manage or market in the European Union, shall make available to investors on a pre-investment basis where they do not is included in its prospectus and in addition to it, the following information, as well as any material modification thereof:

(a) A description of the IIC's strategy and investment objectives; information about the place of establishment of the main IIC and the underlying funds, in case the IIC is a fund of funds; a a description of the types of assets in which the IIC may invest, the techniques it may use and all related risks; a description of the investment constraints that are applied, where applicable; of the circumstances in which the IIC may (a) recourse to leverage; of permitted types and sources of leverage and related risks; restrictions that, where applicable, apply to the use of leverage and collateral and asset reuse agreements, as well as the maximum level of leverage to which the IIC could use the IIC.

b) A description of the procedures by which the IIC may modify its strategy or investment policy.

(c) A description of the main legal effects of the contractual relationship that has been generated for investment purposes, with information on the competent judicial authority, applicable law and possible existence of legal instruments establishing the recognition and enforcement of judgments in the territory in which the IIC is established.

(d) The identity of the SGIIC, the depositary of the IIC, its auditor and its service providers, and a description of its obligations and the rights of investors.

e) The description of how the SGIIC covers the possible risks arising from its professional responsibility.

(f) The description of the management functions that have been delegated by the SGIIC and the custody functions delegated by the depositary and, where appropriate, the identity of the delegates and any conflict of interest to which such delegations may give rise to.

g) The description of the IIC valuation procedure and the pricing methodology for the valuation of the assets, including specifically the methods used in the case of difficult assets assessment.

(h) The description of the liquidity risk management of the IIC, including reimbursement rights under normal and exceptional circumstances, and the existing redemption arrangements with investors.

i) The description of all fees, charges and expenses to be paid directly or indirectly by investors, with an indication of their maximum amount.

(j) The description of the way in which the SGIIC guarantees the fair treatment of investors and, in the event that an investor receives preferential treatment or obtains the right to receive such treatment, a clear description of that treatment, the type of investors who obtain it and, where appropriate, the legal or economic relationship they have with the IIC or the SGIIC.

k) The last annual report referred to in Article 26.

l) The procedure and conditions for the issuance and sale of units.

m) The liquidative value of IICs according to the most recent calculation or the most recent market price of a participation in IICs.

n) The historical profitability of the IIC, if such information is available.

o) The identity of the main intermediary and a description of the provisions governing the IIC's relations with its principal intermediaries and the way in which conflicts of interest are managed between them. It shall also report on those contractual arrangements with the depositary regarding the possibility of transferring and reusing the IIC assets and on any transfer of responsibility to the main intermediary that may exist.

p) A description of the mode and timing of the disclosure of the required periodic information.

q) Information on any agreement concluded by the SGIIC with the depositary in order to ensure that it is contractually exempt from liability for the purposes of Article 62 bis.1 of Law 35/2003 of 4 November. The SGIIC shall also inform investors without delay of any changes to the liability of the depositary. "

Thirteen. A new Article 25a is added with the following wording:

" Article 25a. Periodic reporting obligations to the National Securities Market Commission.

1. The SGIICs that manage IICs other than those covered by Directive 2009 /65/EC of 13 July 2009 shall provide the CNMV with information as required and, in particular, regular information on the main markets and instruments in which they negotiate on behalf of the IICs they manage.

In particular, they shall report on the main instruments with which they are trading, on the markets of which they are members or on which they actively negotiate, and on the main exposures and concentrations of each one of the IICs that you manage.

2. The SGIICs referred to in the previous paragraph shall provide the CNMV, for each IIC other than those authorised in accordance with Directive 2009 /65/EC, with information relating to:

a) The percentage of IIC assets that are subject to special measures motivated by their illiquidity.

b) New measures to manage IIC liquidity.

(c) The effective risk profile of the IIC and the risk management systems used by the management company for, inter alia, market risk, liquidity risk, counterparty risk and operational risk.

d) The main asset categories that the IIC has invested in.

e) The results of the stress tests carried out in accordance with Article 106 ter.4.b) and Article 106 quater.2.

3. The SGIIC will also provide the CNMV with the following documentation:

(a) An annual report of each managed IIC and of each IIC placed on the market by the SGIIC for each financial year in accordance with Article 26.

b) Before the end of each calendar quarter, a detailed list of all IICs managed by the management company.

4. The SGIICs referred to in this Article that manage one or more IICs that make a substantial use of leverage, shall provide the CNMV with information on the overall level of leverage of each IIC they manage, by breaking down the leverage that is derived from cash or securities lending, and the leverage implied in financial derivatives, as well as information on the extent to which the IIC assets have been reused.

For these purposes, leverage shall be deemed to be used in a substantial manner, where the IIC exposure, calculated in accordance with the method of the undertaking, exceeds an amount equal to three times the value of its equity net.

Such information shall include the identity of the five largest sources of cash or securities of each of the IICs managed by the management company, and the leverage obtained from each of them.

5. Non-resident managers in the European Union who, under Article 15c of Law 35/2003 of 4 November, market IICs in Spain, shall comply with the obligation laid down in this Article. '

Fourteen. A point (j) is added to Article 26.1, with the following wording:

" j) In the case of IICs authorised under Directive 2009 /65/EC of 11 July 2009, and in relation to information on the remuneration policy, it shall be included:

1. A description of the way the remuneration and benefits are calculated, the result of the periodic reviews referred to in Article 46 (1) (c) and (d) of Law 35/2003 of 4 November.

2. The substantial changes to the remuneration policy adopted. "

Fifteen. Article 31 is amended as follows:

" 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%. 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.

In the event that, in accordance with Article 40.3 of Law 35/2003 of 4 November, the register of the fund managing the fund is registered shares in the name of a marketer on behalf of the (a) the obligations set out in this Article in relation to such holdings shall be borne by the trading entity.

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. "

Sixteen. Article 35 (3) and (5) are amended as follows:

" 3. Once the fund's dissolution has been agreed and made public by the CNMV, the liquidation period will open and the right to refund and subscription of shares will 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. According to the transitional provision seventh of Law 35/2003 of 4 November, the aforementioned publication in the press may be replaced by the publication on the website of its management company in addition to the publication of the corresponding fact relevant, which will be included in the immediate periodic report for your information to 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 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. "

" 5. The CNMV is enabled to exonerate the presentation of certain documentation because of its limited relevance, where it is justified by the non-existence of investors outside the management company itself, the depositary, or other related entities or of its economic group, as long as it is deemed unnecessary for not providing any protection to IIC members. "

seventeen. Article 36.1 (a) is amended as follows:

" a) One or more IIC or IIC investment compartments, IIC merged onwards, transfer to another existing IIC or a compartment thereof, IIC would benefit henceforth, 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, cash compensation not exceeding 10 per One hundred of the liquidative value of its units or shares in the merged IIC. "

Eighteen. Article 37 (5), which is worded as follows, is amended as follows:

" 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 3 or the receipt of the complete file by the competent authority of a merged IIC that has not been authorised in Spain, that the IIC would benefit from the modification of 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. '

nineteen. Article 43 (1) is amended and read as follows:

" 1. The content of the information referred to in paragraph 3.b) of the previous article to be provided to the unit-holders 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 relevant description, a comparison of these differences should be noted.

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 assign to IIC the costs associated with the preparation and completion of the 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 paragraph 3.b) of the previous article to be provided to the members or shareholders of the IIC beneficiary shall in any event include an explanation of whether the investment or management company of the IIC beneficiary 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. "

Twenty. A paragraph is added at the end of point (a) and the letters, (f), (h) and (j) of Article 48.1 are amended, which are worded as follows:

" (a) The financial securities and instruments 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 trading systems, any 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.

In any event, IICs may only invest in those securitisations whose originator retains at least 5% in accordance with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012, and are subject to the limits of the securitisation positions provided for in that delegated regulation. '

" (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, currency or inflation of countries or geographical areas, provided that their rules of calculation, transparency and dissemination are equivalent to those laid down for the Union Harmonised Consumer Price Index European, in which the IIC of a financial character can invest according to its investment policy stated in the prospectus and in the document of the fundamental data for the investor. 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 the investment-eligible assets specified in this Regulation or its implementing rules. 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 on a derivative financial instrument whose underlying is such an index. '

" (h) Monetary market instruments, provided that 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 point (a):

1. Whenever any of the following requirements are met:

i. Those issued or guaranteed by the State, the Autonomous Communities, the local authorities, the Bank of Spain, the European Central Bank, the European Union, the European Investment Bank, the central bank of a Member State, 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 Member States belong.

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

iii. They are issued or guaranteed by an entity subject to prudential supervision.

iv. That they are issued by entities belonging to the categories that the CNMV determines.

2. º Whenever they satisfy one of the following criteria:

i. That, at the date of issue, have a maturity of not less than or equal to 397 days;

ii. Having a residual maturity of not more than or equal to 397 days;

iii. They are subject to periodic performance adjustments, in accordance with the conditions of the money market, at least once every 397 days;

iv. 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 paragraphs 2. i or ii, or are subject to performance adjustments. as provided for in paragraph 2. 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. "

" j) The following financial assets and instruments, up to a maximum of 10 percent 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 point (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. º Unlisted securities as provided for in Article 49.

3. The shares and shares, where they are transferable, of the risk capital entities governed by Law 22/2014 of 12 November 2014, as well as similar foreign entities.

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

Twenty-one. Article 51 (1), (4) and (9) are amended as follows:

" 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 per cent of the IIC's assets.

For the purposes of the limits set out in paragraph 2 of the previous Article, as well as in paragraphs 1, 2, 3 and 4 of this Article, institutions that are part of the same economic group shall be considered as a single issuer. Entities which are in one of the cases referred to in Article 42 of the Trade Code shall be considered to be members of the same group. '

" 4. Without prejudice to the derogation provided for in the first subparagraph of Article 50 (2) (b), the sum of the investments in the assets and financial instruments referred to in the first subparagraph and in paragraph 2.c) of the same article issued by an issuer, the positions vis-à-vis it in derivative products and the deposits that the IIC has in that entity, shall not exceed 35% of the IIC's assets. '

" 9. The Minister for Economic Affairs and Competitiveness and, with his express rating, the CNMV may raise the limit set out in the first paragraph of Article 50.2.a to 20%. "

Twenty-two. Article 52 (4) is amended and read as follows:

" 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 Article 50.2 and in Article 51.1. 4 and 5. For such purposes, derivative instruments whose underlying is a stock index or fixed income index meeting the requirements laid down in Article 50.2.d), interest rates, exchange rates, currencies, indices shall be excluded. financial, volatility, as well as any other underlying that the CNMV determines to present similar characteristics to previous ones. "

Twenty-three. Article 72 is amended and read as follows:

" Non-harmonised investment companies of a financial character or non-harmonised SICAV and non-harmonised investment funds of a financial or non-financial character referred to in Article 13 shall comply with all of the provisions of this Article. regulation, except for 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 20 per cent limit laid down in that Article may be extended to 35% by more than an issuer as long as it is justified by exceptional causes on the market and is included in the prospectus and in any promotional advertising of the IIC.

(b) The IICs referred to in this Article may not comply with the requirement laid down in the third paragraph of Article 50.2 (b).

(c) IICs carrying out a management aimed at achieving a specific objective of profitability in which there is a guarantee granted to the institution itself by a third party, shall not apply the limits provided for in this Regulation. in Article 52.3 and 4 and in Article 51.3.

(d) The IICs referred to in this Article may invest, together with the assets referred to in Article 48 (1) (j), and up to a maximum of 10% of their equity, in non-authorised IIC shares and units. pursuant to Directive 2009 /65/EC of 13 July 2009, other than those provided for in Article 48 (1) (c) and (d), as well as in shares and units of free investment IIC, both those covered by Articles 73 and 74 and the institutions similar foreign.

(e) The IICs referred to in this Article may invest in derivative financial instruments whose underlying asset consists of shares or units of IIC of free investment, similar foreign institutions, premiums for which there is a secondary trading market, as well as any other underlying assets whose use has been authorised by the CNMV. '

Twenty-four. Article 73 is amended as follows:

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

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) The shares or shares of these IICs shall be subscribed or acquired by an initial minimum disbursement of EUR 100,000. 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.

Notwithstanding the above, the shares or units of the IICIL may be marketed to non-professional investors when such investors make an initial minimum outlay of EUR 100,000, and leave on record in writing. that they are aware of the risks inherent in the investment, as referred to in point (n) of this Article.

(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 the free investment IICs to establish minimum remaining periods for its shareholders or members with a maximum duration of 1 year. 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, taking into account the principles of liquidity, diversification of risk and transparency as set out in Article 23 of Law 35/2003 of 4 November, on the assets and financial instruments of the related in Article 30.1 of Law 35/2003 of 4 November, provided that the underlying asset in the case of derivative instruments consists of assets or instruments referred to in Article 48 (1) (f); in commodities for which there is a market secondary trading; shares or shares in IIC free investment, as well as in foreign institutions similar to these; any other underlying assets whose use has been authorised by the National Securities Market Commission; or any combination of those referred to in the preceding letters.

Additionally, and without the application of the liquidity principle, they may invest in invoices, loans, commercial effects of customary use in the field of commercial traffic and other assets of a similar nature, in assets financial instruments linked to investment strategies with a time horizon of more than one year and in derivative financial instruments, whatever the nature of the underlying provided that its liquidation does not involve the incorporation of the equity the IICIL of a non-financial asset. They may also grant loans. In the case of the IICs referred to in this paragraph, the CNMV may authorise, taking into account the investments envisaged, that they establish minimum periods of stay higher than that provided for in point (f), with the possibility of reaching such periods within a period of time. intended for the liquidation of the investments they make.

The IICIL referred to in the preceding paragraph may be placed on the market only for professional clients and shall not apply to them as provided for in Article 30.4 of Law 35/2003 of 4 November.

The IICs provided for in this Article shall not apply to them the investment rules contained in Section 1 of Chapter I of Title III of this Regulation.

In any event, they may only invest in those securitisations whose originator retains at least 5% in accordance with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 and are subject to the limits of the securitisation positions provided for in that delegated regulation. '

(l) IICIL may only be in debt as long as such debt does not exceed five times the value of its assets and is consistent with the implementation of its investment policy and strategy. The general limits provided for in Law 35/2003 of 4 November for the pignoration of assets shall not apply to them.

IICIL whose investment policy consists of the granting of loans shall not be indebted.

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 78a.3 of Law 24/1988 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.

2. The Minister for Economic Affairs and Competitiveness may, in order to protect the integrity of the market, provide for temporary derogations from the arrangements provided for in this Article, in general or individual terms, for one or more funds, or for one or more 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.

3. The CNMV shall also establish the specific requirements for the management companies of this type of IIC. 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:

(a) 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 of the investments.

b) Contar with appropriate investment selection procedures.

4. In addition, the CNMV may establish, among other requirements, additional requirements of own resources for management companies managing this type of IIC.

5. Managing companies that manage IICIL that invest in invoices, loans and business effects commonly used in the field of commercial traffic, and which grant loans, shall additionally comply with the following requirements:

(a) To be subject to a credit risk management procedure as well as to a system for the valuation and classification of loans, which should provide for reinforced monitoring of credit claims that present higher risks. In addition, they must have a procedure for the analysis and assessment of the creditworthiness of the borrowers, both prior to and on a regular basis. Such a procedure shall incorporate the criteria on the basis of which loans or investments may be granted.

(b) The prospectus shall include warnings on the specific risks of such investments and details on the criteria used for the assessment of the credit and the process of analysis, assessment and granting of the loans. The periodic public information shall be reported on each loan and, in particular, the identification of loans which are classified as doubtful, which are non-payment, which are in the process of being executed and whose solvency situation has changed in respect of the preceding period.

(c) The portfolio of invoices, loans and other commercial effects shall be sufficiently diversified at the level of borrowers or debtors and the prospectus shall provide for the time required to achieve such diversification. If it is impossible for the IICIL to achieve it, the manager shall review the investment strategy and inform the investors of the new investment strategy, or, where appropriate, of the dissolution of the IICIL.

(d) IICIL shall not grant loans or invest in loans granted to natural persons, shareholders or members of IICIL, to other IICs, to persons or entities related in accordance with Article 67 of the Law 35/2003, dated November 4, and the entities regulated in Law 22/2014, of November 12.

e) IICIL may invest only in loans previously granted at a time of "at least" 3 years.

The CNMV may lay down additional requirements for the management companies referred to in paragraph 5. "

Twenty-five. Article 79 (2) (b) is amended, which is read as follows:

" (b) To comply with the special rules of Article 82.1, without prejudice to the fact that the prospectus referred to in Article 26.1.c) of Law 24/1988, of 28 July, may be regulated in this Regulation. 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 Registry shall be a potestative. "

Twenty-six. Article 82 (1) is amended, which is read as follows:

" 1. SICAV may request admission to trading on stock exchange of its shares, to which the following special rules apply:

(a) The requirements laid down in Article 26.1.a) of Law 24/1988 of 28 July, and by reference, in Article 32 thereof, shall be fulfilled by the filing of the appropriate writing of the constitution, duly registered in the Trade Register and, where applicable, a literal certification of the relevant emission agreement.

(b) 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 enforceable. "

Twenty-seven. Article 94 is amended, which is worded as follows.

" Article 94. Activities related to IIC management.

1. For the purposes of the provisions of Articles 40.1 of Law 35/2003, of 4 November and 7.2 of this regulation, the IIC investment management activity of the SGIIC will encompass the management of IIC portfolios and risk management and control.

2. The SGIICs may additionally perform the following functions with respect to IICs that they manage or, in the framework of a delegation, with respect to other IICs:

a) The administration of the IIC. Within this activity, the following tasks are understood:

1. Legal and accounting services in relation to the management of IIC.

2. Give response to 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.

8. Third Contract Settlement including issue of certificates.

9. th Record Teneduria.

b) The marketing of IIC shares or shares.

c) Other activities related to the IIC's assets, in particular the services necessary to meet the fiduciary duties of the managers, the management of buildings and services used in the activity, activities for the management of real estate, advice to companies with respect to capital structures, industrial strategy and related matters, advice and services related to mergers and acquisitions of companies, as well as as other services related to the management of the IIC and the companies and assets in which has invested. "

Twenty-eight. Article 95 (3) shall be deleted.

Twenty-nine. Paragraph 2 is amended and a new paragraph 7 is added to Article 96, which shall be worded as follows:

" 2. 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 (f) of the same Article. "

" 7. The agents or proxies of the SGIICs who are legal persons shall have a minimum capital, in accordance with the rules of the agents of the investment firms provided for in Law 24/1988, of 28 January 1988. July. "

Thirty. Article 97 (9) is amended as follows:

" 9. The agents or agents of the investment firm agents provided for in Law 24/1988 of 28 July shall be required to apply to the agents or proxies. "

Thirty-one. Article 98 is amended as follows:

" Article 98. Requirements for the delegation of functions of management companies.

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 instrumental or an empty entity of content and therefore, in essence, cannot be considered to be a manager of the IIC.

2. The SGIIC shall establish appropriate procedures for the control of the activity of the institution in which the delegation is carried out and the permanent evaluation of the services provided by the delegate. 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. It may also revoke the delegation with immediate effect when it is in the interest of investors.

The SGIIC under no circumstances may delegate functions to third parties when this reduces its internal control capacity, or when it prevents effective supervision of the SGIIC or implies that its performance and management undermine the interest of the investors.

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.

4. The IIC management companies shall:

a) Adopt the necessary measures to ensure that the third delegate:

1. It has the good repute, competence, capacity and any authorization required by Law 35/2003 of 4 November to perform the delegated functions or services in a reliable and professional manner.

2. º effectively performs delegated services. To this end, the SGIIC shall establish measures to assess its level of compliance.

3. Successfully performs the delegated functions properly and properly manages the risks associated with the delegation. The management company that delegates must establish measures to ensure the proper supervision of these delegated functions

4. º Comunique to the SGIIC any event that can significantly affect the performance effectively and in accordance with the applicable regulations of the delegated functions.

5. Coopera with the CNMV in everything related to the activities delegated to it.

6. º Protect all confidential information referred to the SGIIC and its clients.

b) Adopt appropriate measures when it is appreciated that the third party cannot perform the functions effectively and in accordance with applicable regulatory provisions.

c) Contar with the necessary expertise to effectively monitor delegated functions and to properly manage the risks associated with such a delegation.

d) Be able to terminate the delegation contract when necessary without detriment to the continuity and quality of service delivery to clients.

e) to provide the competent authorities with effective access to the data relating to the delegated activities and to the offices of the third party. The SGIIC should also ensure that the competent authorities can effectively exercise the right of access.

f) In collaboration with the third party, develop, implement and maintain an emergency plan for data recovery in case of disasters and periodically check the IT security mechanisms, when necessary taking account of the delegated function or service.

5. 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.

6. The IIC brochure should explicitly include the existence of the delegations and detail their scope.

7. 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.

8. The delegation arrangements referred to in paragraph 5 shall justify the entire organisational structure of delegation for objective reasons, such as the specific increase in the effectiveness of the delegation in the exercise of its activity.

9. It shall require communication to the CNMV of the delegation by the IIC management companies, in one or more entities, of the portfolio management and risk management activity, which shall be subject to the following requirements:

(a) The entity in which the portfolio management is delegated or the risk management shall be an SGIIC or those other entities empowered to provide the investment service provided for in Article 63.1 (d) of the Law 24/1988, 28 of July, or similar foreign entities entitled to perform portfolio management and subject to supervision. However, prior to the authorisation of the CNMV, the following functions may be delegated to entities that do not comply with the above:

1.) Management of portfolios and risk management of IICs other than those covered by Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009.

2.) The risk management of IICs covered by Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009.

(b) The CNMV may lay down the requirements to be met by delegation contracts for portfolio management or risk management which shall ensure continuity in portfolio management and risk management. in such a way that those are not resolved by the mere replacement of the SGIIC, unless the replacement of the SGIIC is also decided by the entity or entities performing duties by delegation.

(c) In the case of delegation of portfolio management or risk management in an institution domiciled in a non-member State of the European Union, cooperation shall be ensured through a written agreement between the institutions. competent authorities of the country of origin of the manager and the supervisory authorities of the institution to which the management is delegated.

d) In the case of delegation of portfolio management or risk management of an investment fund, 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.

10. 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.

11. The portfolio management and risk management functions shall not be delegated to:

a) The depositary or an entity in which it has delegated any of its functions.

(b) An entity whose interests may conflict with those of the SGIIC or the investors of IICs, unless such entity has functionally and hierarchically separated the performance of its portfolio management functions. or risk management of other potentially conflicting functions, and potential conflicts of interest are properly identified, managed, controlled, mitigated and communicated to IIC investors.

12. 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 investment management and the administration of IICs are provided for in the preceding paragraphs of this Article.

13. In any event, functions may not be delegated to any entity whose interests may conflict with those of the SGIIC or investment company or with those of the unit-holders or shareholders. '

Thirty-two. A new Article 98a is added with the following wording:

" Article 98 bis. Subdelegation of functions.

1. The entity in which functions have been delegated in accordance with the previous Article, may in turn subdelegate any of the functions delegated to it, provided that the following conditions are met:

(a) That the SGIIC has given its consent before proceeding to the sub-delegation.

b) That the SGIIC has informed the CNMV before sub-delegation agreements take effect.

c) That meets the conditions set out in Article 98.2, 3, 4, 5, 6, 7, 8, 9 and 11.

2. Portfolio management and risk management shall not be subdelegated to:

a) The depositary or a delegate of the depositary.

(b) An entity whose interests may conflict with the interests of the SGIIC or the interests of the IIC investors, unless such entity has functionally and hierarchically separated the performance of its management functions from portfolio or risk management of other potentially conflicting functions, and potential conflicts of interest are properly identified, managed, controlled, mitigated and communicated to IIC investors.

The delegate in question shall submit the services provided by each of the subdelegates to a permanent evaluation.

3. Where the sub-delegate delegates in turn some of the functions delegated to it, the conditions laid down in paragraph 1 shall apply in turn.

The CNMV may establish other requirements to be met by the delegation and sub-delegation of functions, and in any case the continuity in the administration of the assets must be ensured so that those contracts do not are resolved by the mere replacement of the SGIICs, unless the entity that manages the assets of the entity is also decided upon agreeing such a replacement. '

Thirty-three. Article 100 (1), which is worded as follows, is amended as follows:

" 1. The SGIIC and self-managed investment companies, without prejudice to Articles 80 and 92, shall at any time have their own resources which may not be less than the largest of the following amounts:

a) An additional capital and own resources as follows:

1. A minimum fully paid-up social capital of:

i) EUR 125,000 for SGIICs.

(ii) EUR 300,000 for self-managed investment companies, without prejudice to Articles 80.2 and 92.2.

2. In addition, this minimum social capital must be increased:

In a ratio of 0,02 per cent of the effective value of the equity of IICs and regulated entities in Law 22/2014 of 12 November, which they manage and/or manage, including portfolios whose management has delegated, but not the portfolios which it is administering and/or managing by delegation, in the part of the property exceeding EUR 250,000,000. In no case shall the amount payable for the initial capital and the additional amount exceed EUR 10,000,000.

The additional amount of own resources referred to in the preceding paragraph may be covered by up to 50%, with a guarantee for the same amount of a credit institution or an insurance institution. The credit institution or insurer must have its registered office in a Member State of the European Union, or in a third country, provided that it is subject to prudential rules which, in the view of the CNMV, are equivalent to those laid down in the in the law of the European Union.

3. In order to cover the possible risks arising from professional liability in relation to activities that can be carried out by SGIICs that manage IICs other than those authorised under Directive 2009 /65/EC, 13 July 2009, or ECR and EICC, these must either:

i) To provide additional own resources that are appropriate to cover the potential risks arising from liability in the event of professional negligence.

Appropriate additional own resources shall be understood to cover the possible risks arising from the previous liability of 0,01 per cent of the managed assets of IICs other than those authorised under the Directive 2009 /65/EC of 13 July 2009.

ii) Or subscribe to professional liability insurance to deal with liability for professional negligence.

To calculate the own resources payable as referred to in the preceding paragraphs, they shall be deducted from the assets of the managed IICs, ECR and EICC, corresponding to investments in other institutions or ECRs or EICC 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 authorization 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 97.1 of Regulation (EU) No 575/2013 and the Council of 26 June 2013 on the prudential requirements of credit institutions and investment firms and amending Regulation (EU) No 648/2012. '

Thirty-four. Article 102 is amended as follows:

" Article 102. Investment obligations of own resources.

Minimum own resources payable in accordance with Article 100.1.a) shall be invested in liquid or readily convertible assets in the short term and shall not include speculative positions. Such assets may be found, as referred to in Article 30.1.a) of Law 35/2003 of 4 November, deposits in credit institutions, accounts in the view and shares or units of IIC, including those which they manage, provided that such IICs comply with the provisions of Article 48 (1) (c) and (d), except for the prohibition of investing more than 10% of the IIC's equity in shares or units of other IICs. The rest of the own resources may be invested in any assets appropriate for the fulfilment of their social purpose, including the institutions provided for in this Regulation, the ECR and the EICC provided that the investment is made with a permanence character.

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. '

Thirty-five. Article 106 is amended and read as follows:

" 1. The SGIIC must, at all times:

a) Operate in the exercise of your activity honestly, with the competence, care and diligence due, and with loyalty.

b) Act in the best interest of the IICs that they manage or the investors of such IICs and the integrity of the market.

c) Poseer and effectively use the resources and procedures necessary to bring your business activity to fruition.

(d) Adopt all measures that are reasonably necessary to detect, manage, control, minimize and avoid conflicts of interest and, where these cannot be avoided, to detect, manage, control, mitigate and, if appropriate, disclose such conflicts of interest in order to prevent them from harming the interests of IICs and their investors and to ensure that IICs that manage receive equal treatment.

e) Meet all requirements applicable to the exercise of your business activity in order to promote the best interest of the IICs that you manage or the investors of such IICs and the integrity of the market.

f) To treat all IIC investors equally.

No investor in an IIC may receive preferential treatment, unless it is provided for in the IIC rules or instruments of incorporation in question and is permitted in accordance with current regulations.

2. The arrangements for internal organisation and control shall ensure, inter alia, the following:

(a) That each transaction related to the IIC administered may be reconstructed according to its origin, the parties involved, its nature and the time and place in which it has been performed.

(b) 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 performed with a degree of independence appropriate to the size and activities of the SGIIC and the group to which it belongs.

3. In order to comply with the above paragraphs, the following measures and procedures shall be considered:

(a) 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.

(b) Separate supervision of competent persons whose main function is to provide services or to carry out collective portfolio management activities on behalf of clients or investors whose interests may enter into conflict or otherwise represent different interests, including those of the management company, which may also cause conflicts.

(c) 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.

(d) Measures to prevent or restrict the possibility that someone may unduly influence the way a competent person performs his collective portfolio management activities.

(e) 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) provision and under the control of the manager and a participant in the collective management services provided by her; and a natural person who is directly involved in the provision of a service to the manager under a delegation agreement function.

4. In its internal organisation, the SGIICs shall at all times use the appropriate human and technical resources to ensure the proper management of IICs.

In addition, the SGIICs will ensure the permanent and independent performance of the following functions:

(a) A function of effective verification of compliance, assigned to a body in charge of detecting and controlling compliance with the obligations imposed on the SGIIC, as well as the corrective measures taken in Case of detection of deficiencies, and advice and assistance to the competent persons responsible for the services and activities of the SGIIC.

b) An internal audit function, which, among other tasks, is responsible for establishing, implementing and maintaining an audit plan that allows the assessment and assessment of 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 that ensures adequate risk management 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.

5. The SGIICs shall have adequate administrative and accounting procedures, with control and security mechanisms for electronic data processing and with appropriate internal control procedures, including, in particular, rules governing the use of data. personal transactions of its employees or the holding or management of investments in order to invest for its own account.

6. 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 paragraphs 1 and 2. prior to 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.

7. 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 they are applicable to them. "

Thirty-six. A new Article 106a is inserted, with the following wording:

" Article 106a. Risk management.

1. The SGIICs shall separately and functionally separate the risk management functions of the operational units, including portfolio management.

2. The CNMV, in the exercise of its supervisory and inspection powers, shall monitor the functional and hierarchical separation provided for in the previous paragraph. This control shall be carried out in accordance with the principle of proportionality and shall in particular verify that the specific safeguards against conflicts of interest enable the activities of risk management to be carried out independently, and that the risk management process is consistent and effective.

3. The SGIIC shall establish appropriate risk management systems to determine, measure, manage and adequately control all risks arising from the investment strategy of each IIC, and to which each IIC entity or entity may be exposed. investment.

In particular, the SGIICs, when assessing the solvency of the IICs ' assets, will not be exclusively or automatically dependent on the credit ratings issued by the credit rating agencies defined in the Article 3.1.b of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.

4. The SGIICs shall, at least:

a) Implement a due diligence process for the analysis and evaluation of investments that is appropriate, properly documented and updated in accordance with the investment strategy, objectives and profile of risk of the IIC, in accordance with Article 142.

(b) Ensuring that the risks associated with each IIC investment position, and its overall effect on the IIC portfolio, in particular by applying, can be determined, measured, managed and controlled, correctly and permanently; Resistance tests to boundary situations or extreme case simulations, and

(c) Ensure that the risk profile of the IIC corresponds to its dimensions, the structure of its portfolio and its investment strategies and objectives, as set out in the fund rules or documents constituent of the IIC and in the brochures.

5. The SGIICs that manage IICs other than those covered by Directive 2009 /65/EC, of the European Parliament and of the Council of 13 July 2009, shall establish a maximum level of leverage to which they may rely on each IIC they manage, as well as the scope of the right to reuse collateral or collateral, taking into account in particular:

a) The type of IIC.

b) The investment strategy of the IIC.

c) The Leverage sources of the IIC.

d) Relevant relationships with financial institutions that may pose systemic risk.

e) The need to limit exposure to any counterparty.

f) The extent to which leverage is covered.

g) The ratio of assets and liabilities.

(h) The scale, nature and importance of the activity of the management company in the relevant market.

6. The SGIICs shall review the risk management systems at a sufficient frequency, and at least once a year, and adapt them where necessary. "

Thirty-seven. A new Article 106 ter is added, with the following wording:

" Article 106 ter. Liquidity management.

1. For each IIC that they manage, excluding non-leveraged closed companies referred to in Article 35 of Law 35/2003 of 4 November, the SGIICs shall establish an appropriate liquidity management system and shall adopt procedures to enable them to control this risk of the IIC, in order to ensure that it can meet its present and future obligations in relation to the leverage it has been able to incur.

2. The SGIICs shall periodically conduct stress tests on limit situations or extreme case simulations, both under normal and exceptional liquidity conditions, that enable them to assess the liquidity risk of the IIC.

3. The SGIIC shall ensure that each of the IICs it manages has an investment strategy, a liquidity profile and a reimbursement policy that are consistent with each other. '

Thirty-eight. A new Article 106 c is added, with the following wording:

" Article 106 quater. Assessment.

1. The SGIICs shall ensure that, for each IIC they manage, appropriate and consistent procedures are put in place to assess, correctly and independently, the IIC's assets in accordance with this Article, with applicable law and with the IIC regulations or statutes.

2. The rules applicable to the valuation of the assets and the calculation of the liquidative value of the shares or units of the IIC shall be those laid down in the IIC's rules or statutes, which shall be in accordance with the criteria to be determined by the IIC. the CNMV.

3. The valuation procedures used shall ensure that the assets are valued and that the settlement value is calculated with the frequency set out in the IIC prospectus or instruments. Investors shall be informed of the valuations and calculations in the form set out in those documents.

4. The SGIICs shall ensure that the assessment function is performed by:

(a) An external expert, who shall be independent of the IIC, the management company and any other person who has close links with the IIC or the SGIIC, or

(b) The management company itself, provided that the valuation function is functionally independent of that of portfolio management and that the remuneration policy and other measures ensure that conflicts of interest are avoided and undue influence on employees is prevented.

The depositary appointed to an IIC shall not be appointed as an external expert of such IIC unless it has functionally and hierarchically separated the performance of its functions as a depositary of its functions as an external expert, and that potential conflicts of interest are properly identified, managed, controlled, mitigated and communicated to investors or members of IICs.

5. Where the assessment function is performed by an external expert, the SGIIC shall demonstrate that:

(a) The external expert is subject to the obligation to register in an official professional register or legal provisions regarding professional conduct.

(b) The external expert may provide sufficient professional guarantees of his ability to perform the assessment function effectively, in accordance with paragraphs 1 to 3.

c) That the appointment of an external expert meets the following requirements:

1. º should be justified on objective grounds, such as the specific increase in effectiveness in the exercise of the activity of that SGIIC.

2. The external expert shall have sufficient resources and have adequate human and material resources to perform its functions, as well as to comply with the rules of conduct and internal control. Persons holding management and management positions shall meet the requirement of good repute and have sufficient experience.

3. The appointment of an external expert shall not in any way obstruct the effective supervision of the SGIIC or prevent the management company from acting, or the IICs being managed, in the interests of its investors.

4. The SGIIC will have to demonstrate that the external expert is qualified and qualified to carry out the functions in question, that it has been selected with all due diligence and that the management company itself is in conditions of:

i) Control effectively and at all times your activity,

ii) Give new instructions to the external expert at all times, and

iii) Revoke your appointment with immediate effect when it is in the interest of investors.

5. º comply with the requirements of article 98.2, 3, 4, 5, 6, 7, 8, and 10.

6. The appointed external expert may not delegate his assessment function to a third party.

7. The SGIICs referred to in this Article shall notify the appointment of the external expert to the CNMV, which may require another expert to be appointed if the conditions set out in paragraph 5 are not met or no longer fulfilled.

8. The valuation shall be performed objectively and with due diligence.

9. Where the valuation function is not performed by an independent external expert, the CNMV may require the management of its valuation procedures and assessments to be verified by an external expert or, where appropriate, by an auditor.

10. The SGIICs referred to in paragraph 1 shall be responsible for the appropriate valuation of the IIC assets, for the calculation of the settlement value and for their publication. Consequently, the liability of the management company to the IIC and its investors will in no case be affected by the fact that the management company has appointed an external expert.

Without prejudice to the foregoing paragraph, the external expert shall respond to the managing company of the losses suffered by the latter as a result of its negligence or the intentional failure of its functions. "

Thirty-nine. Points (c) and (e) are amended and points (g) and (h) are added to Article 108, with the following wording:

" (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 and safeguarding of systems (a) information technology, as well as the appropriate procedures and bodies for internal control and communication to prevent and prevent the conduct of money laundering related operations under the conditions laid down in Chapter II of the Regulation of Law 10/2010 of 28 April 2010 on the prevention of money laundering and the financing of the terrorism, approved by Royal Decree 304/2014 of 5 May 2014, approving the Regulation of Law 10/2010 of 28 April 2002 on the prevention of money laundering and the financing of terrorism. The description shall be accompanied, where necessary, by the relevant report drawn up by an independent expert. '

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.

Compliance with the requirements of good repute, knowledge and experience established in Article 43.h of Law 35/2003 of 4 November shall be assessed in accordance with the criteria set out in Articles 14a, ter, quater and sexies of Royal Decree 217/2008, of 15 February, on the legal status of investment firms and other entities providing investment services and for which the Regulation of the Law is partially amended 35/2003, dated November 4, of the Collective Investment Institutions, approved by the Royal Decree 1309/2005, dated November 4. "

" g) Remuneration policies and practices established for senior managers, those responsible for taking risks, those carrying out control functions as well as any employee included in the same remuneration group as the above, which must be in accordance with a rational and effective risk management, so as not to lead to risk-taking incompatible with the risk profile of the vehicles that they manage. '

"(h) Information on the provisions adopted for delegation and sub-delegation of functions to third parties."

Forty. Article 115 is amended as follows:

" 1. In addition to the obligations laid down in Articles 46 and 46a of Law 35/2003 of 4 November, the other obligations laid down in this Regulation and in its implementing rules, the SGIICs shall comply with the following:

(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, as, at the time, the documents or writings of modification or settlement 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 marketer on behalf of the unit-holders, 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 unit-holder. 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 required to exercise, with special attention to the right of assistance and vote in general meetings, all political rights inherent in the securities incorporated in the funds and companies which it manages, except in the case of management contracts in the case of companies, which are reserved for the exercise of voting rights. The above obligation shall apply provided that the issuer is a Spanish company and that the joint participation of the funds or companies managed by the SGIIC in the company is more than 12 months old and provided that it is participation 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 and investment companies whose management is not entrusted to a management company shall have a policy in relation to the exercise of voting rights, which shall incorporate appropriate strategies and effective to determine for the exclusive benefit of the IICs the time and the manner in which the voting rights attached to the instruments included in the managed portfolios are to be exercised.

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 without such significant participation, have the consideration of a financial institution, shall be public.

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.

3. As regards the information on the remuneration policy to be included in the annual report in accordance with Article 46a of Law 35/2003 of 4 November, it must comply with the recommendations and criteria contained in the Regulation. Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 and of the other European legislation applicable to it, as appropriate.

In the case of SGIICs authorised under Directive 2009 /65/EC11 of July 2009, the following requirements shall be taken into account:

(a) The review of the application of the general principles of the remuneration policy referred to in Article 46a (2) (c) of Law 35/2003 of 4 November shall be annual.

(b) The multi-annual framework in which the assessment of the results referred to in Article 46a (2) (h) of Law 35/2003 of 4 November is carried out shall be in line with the recommended holding period for investors. of the IIC managed by the SGIIC.

(c) The period referred to in Article 46a (2) (n) of Law 35/2003 of 4 November shall be at least 3 years.

(d) The remuneration committee referred to in Article 46a4, when preparing its decisions, shall take into account the long-term interests of investors and other interested parties, as well as the public interest. "

Forty-one. Article 117 is amended as follows:

" 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 the management of any IICs, either integral or delegation management. "

Forty-two. A new Article 119a is added, with the following wording:

" Article 119 bis. Information on the authorisations to the European Securities and Markets Authority.

The CNMV shall inform the European Securities and Markets Authority, on a quarterly basis, of the authorisations granted or revoked by SGIIC. '

Forty-three. Article 122 is amended and read as follows:

" Article 122. Action by the SGIICs authorised in Spain, in non-EU Member States.

1. The SGIICs authorised in Spain, who intend 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 the branch and the address provided for it, the information provided for in Article 54 (2) (b) and (d) or Article 54 (2) (b) and 54 (3) (a) and (c), as appropriate, 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 or 54 bis.4 as appropriate, of Law 35/2003 of 4 November, considering that the branch's activity will not be subject to effective control. by the supervisory authority of the host State, or by 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 amendment may not be made to the branch's programme of activities if the CNMV, within a period of one month, objects to it, by means of a reasoned decision. 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. '

Forty-four. Article 124 (3) is amended and read as follows:

" 3. Where, in accordance with Article 55 and 55 (a) of Law 35/2003 of 4 November 2009, an SGIIC is subject to Directive 2009 /65/EC of 13 July 2009 or Directive 2011 /61/EU of 8 June 2011, it intends to carry out Spain, through a branch, the activity of discretionary portfolio management, may choose to join the investment guarantee fund in the terms foreseen for the branches of the European Union's services companies in the Royal Decree 948/2001 of 3 August 2001 on investor compensation schemes. "

Forty-five. Article 125 is amended and read as follows:

" Article 125. Opening of branches and provision of services in Spain by non-authorised management companies in the European Union.

1. The opening in Spain of branches of management companies of non-EU Member States will require the authorisation of 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-EU Member State intends to provide services without a branch in Spain, it must first apply to the CNMV, indicating the activities to be carried out, and obtain 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 an equivalent treatment to Spanish entities in the country of origin, or for not being assured of compliance with the rules of ordination and discipline applicable to Spanish IICs.

In addition, the SGIIC shall appoint a representative with tax residence in Spain to represent it for the purposes of the tax obligations it is required to fulfil for the activities it carries out on Spanish territory. "

Forty-six. Title V is amended on the depositary, which is worded as follows:

" TITLE V

Depositary

CHAPTER I

General provisions

Article 126. Legal regime.

The functions, duties and responsibilities of the IIC depositary shall be governed by the provisions of this Title and Title V of Law 35/2003 of 4 November, and, where appropriate, by Delegated Regulation (EU) No 231/2013. by the Commission of 19 December 2012 and by the rest of the European Union legislation applicable to it.

Article 127. Names and requirements.

1. Credit institutions and securities companies and agencies may be deposited in the terms set out in Title V of Law 35/2003 of 4 November and in this Title. Such entities may only use the depositary denomination of IIC in the framework of the exercise of such functions.

2. Those who exercise management or management positions in a depository institution shall meet the eligibility requirements laid down by their specific legislation. In particular, the Director-General or assimilated to which the IIC depositary area depends shall have adequate knowledge and experience in matters relating to the securities market.

3. The depositary shall have a manual of internal procedures detailing, inter alia, the scope of the revisions, the methods used and the periodicity with which the function of the control and monitoring of the coefficients shall be carried out; limits, investment policies and criteria for the calculation of the liquidative value. The methods used in the exercise of the remainder of the duties entrusted to it by the rules applicable to it shall also be detailed. The internal procedures manual shall be approved by the depositary's management body and shall always be appropriately updated.

CHAPTER II

depositary functions and obligations

Article 128. Asset repository and administration function.

1. In accordance with Article 60g of Law 35/2003 of 4 November, it is for the depositaries to exercise the functions of deposit and administration of financial instruments and other assets belonging to IICs and be responsible for them when they do not develop them directly or an express transfer of responsibility has occurred.

To this end, depositaries and the management company must establish appropriate mechanisms and procedures to ensure that, in no case, the disposal of the IIC assets is done without their consent and authorization.

2. There shall be a separation between the own securities account of the depositary and third party securities, not being able to register positions of the depositary and its clients in the same account. The name of the customer account shall expressly reflect this third-party account character.

3. The deposit function, which comprises the custody of the financial instruments which are to be held in custody and the registration of other assets, as referred to in Article 60g of Law 35/2003 of 4 November, shall be carried out in accordance with the Articles next.

Article 129. Custody of financial assets.

1.The financial instruments that can be entered into an account of financial instruments, opened in the depositary's books, are considered to be safe, provided that these instruments are transferable between entities and their ownership and negotiation are not dependent on a single central register outside the depositary, as well as all those who can physically surrender to it.

To this end, the depositary shall ensure that all financial instruments that can be registered in a financial instrument account in its books are recorded in separate and open accounts in the name of the IIC, so that they can be clearly identified as belonging to the IIC, in accordance with the principles laid down in Article 16 of Commission Directive 2006 /73/EC of 10 August 2006 implementing Parliament Directive 2004 /39/EC Council Directive of the European Parliament and of the Council on the the operation of the investment firms, and the terms defined for the purposes of that directive.

2. In the event that the object of the investment is other IICs, the custody shall be carried out on those holdings registered in the name of the depositary or a sub-custodian expressly designated by the depositary.

3. The security instruments received or delivered by the IIC under warranty shall only be held in custody as long as they continue to comply with the requirements to be considered as such, and the IIC remains the owner of the instruments.

When the depositary has been granted by IIC the right to reuse the safe instruments, they will remain in custody for as long as such right is not effectively exercised.

With respect to assets that are not liable to be considered in custody, the asset registration rules provided for in Article 131 shall apply.

Article 130. Reuse of secured assets.

1. In the case of IICs authorised in accordance with Directive 2009 /65/EC of 13 July 2009, the assets which the depositary has in custody may not be used by the depositary or by any third party in which it has been delegated. the custody function. Reuse includes any operation with assets in custody, including transfer, pignorisation, sale or loan, without excluding other types of transaction.

Only the reuse of assets that the depositary has in custody shall be permitted when:

a) The reuse of the assets is executed on behalf of the IIC.

b) The depositary shall execute the instructions of the management company on behalf of the IIC.

c) Reuse is made to the benefit of the IIC and in the interest of the participants.

d) The transaction is covered by high quality and liquidity guarantees received by the IIC under a transfer agreement with a change of ownership.

The market value of the collateral must be at all times and at least the market value of the reused assets plus a premium.

2. For IICs other than those authorised in accordance with Directive 2009 /65/EC of 13 July 2009, the assets which the depositary has in custody may not be used by the depositary for its own account or by any third party in which the depositary is established. delegated the role of custody, without the prior consent of the IIC or the management company when acting on behalf of the IIC.

Article 131. Record function of other unguarded assets.

1. The depositary of an IIC shall be responsible for the registration of all financial instruments and other assets owned by the IIC other than those defined in Article 129.

2. For these unguarded assets, the depositary shall check the ownership of the assets by the IIC and keep an up-to-date record of the assets owned by the IIC.

The estimate to determine whether the IIC owns ownership of the assets will be based on the information or documents provided by the IIC, and if any, on external evidence items.

The depositary must also ensure that third parties provide you with certificates or other documentary evidence each time a purchase or sale of securities is carried out or there is a corporate event and at least once per year.

Article 132. Cash control function.

1. The depositary shall ensure that the cash flows of the IIC are properly controlled and, in particular, ensure that all payments made by or on behalf of investors at the time of the subscription of shares in an IIC, has been received and all IIC cash has been deposited into treasury accounts which:

a) Be open in the name of the IIC, or the depositary acting on behalf of the IIC.

b) Be open in a credit institution.

(c) Be maintained in accordance with the principles laid down in Article 16 of Directive 2006 /73/EC of 10 August 2006.

Where cash accounts are opened in the name of the depositary acting on behalf of the IIC, the cash of the institution referred to in point (b) of this paragraph shall not be entered in those accounts or the cash of the institution. own depositary.

2. In no case may the management company or, where appropriate, the directors of the investment company, open accounts or have directly the balances of accounts belonging to the IIC. The management company or, where appropriate, the directors of the investment company, may not extend cheques or any other payment instrument against the accounts of the collective investment institution in the depositary or in third entities, the depositary is the sole authorised to do so in accordance with the instructions of the management company or, where appropriate, the directors of the investment company.

3. It will be up to the depositaries to receive and guard the liquid assets of the IICs.

4. Depositaries may maintain transitional balances associated with the settlement of securities purchases, in other financial intermediaries that are legally entitled to maintain such balances.

5. Where the collective investment institution holds cash accounts in deposit entities other than the depositary, where the depositary is not a credit institution, only the depositary may make or authorise movements on these accounts. The above shall also apply with respect to the transitional balances associated with the operational with securities, bilateral operations and investments in other IICs.

Article 133. Settlement of the subscription and redemption of shares.

1. The depositary shall ensure that all revenue or payments arising from subscriptions or repayments are actually made, paid or charged to the institution's cash accounts opened in the depositary.

For these purposes, the manager must ensure that the depositary receives information on the subscriptions or repayments, before the end of the closing of the markets of each day on which cash is received or paid or received by the depositary. corresponding orders from investors, by the manager or a delegated entity.

In addition, the manager will inform the depositary that the cash derived from the subscriptions and repayments is effectively paid or charged to the accounts opened in the name of the IIC.

2. In addition, the depositary shall ensure that subscriptions and repayments are made in accordance with the payment procedures provided for in this Article and in the form specified in the brochures.

The subscription of the investment fund shares shall be made by means of a nominative cheque in favour of the fund, transfer to an account in favour of the fund or the delivery of cash directly to the depositary. In cases where the subscription is made by name or bank transfer in favour of the fund, the fund account shall not be deemed to have been entered into the account of the fund up to the date of the transfer or cheque payment. subscription. In cases where the subscription is made by cash, the income in the fund account shall not be considered to be made up to the date value of the corresponding credit.

3. The reimbursement shall be made by the depositary in advance, expressly referred to by the management company. The reimbursement may be made by means of a nominative cheque in favour of the participant, transfer to an account of the holder of the shares or cash delivery directly to the participant. In order to reimburse a third party other than the holder of the shares, the managing company must have the documents which prove sufficiently that the participant empowers the third party to act on its behalf and receive reimbursement. corresponding.

Where shares in the register of the managing company of the fund are registered in the name of a marketer on behalf of a third party, the liability of the depositary in respect of repayments shall be limited to the transfer to the account that designates the marketer through which the subscriptions were made.

4. The provisions of this Article shall also apply in the case of the acquisition and sale of shares of variable capital investment companies in accordance with the provisions of Article 83.

Article 134. Monitoring and monitoring function.

1. In accordance with Article 60 of Law 35/2003 of 4 November, the oversight function of depositaries will cover the following aspects:

a) Subscriptions and refunds in accordance with Article 133.

b) Monitor the criteria, formulas and procedures used by the manager for the calculation of the liquidative value.

c) Check the compliance of coefficients, criteria, and limits that the IIC rules and prospectus sets.

(d) Ensure that the settlement of transactions is carried out on a timely basis, within the time limit determined by the settlement rules governing the relevant markets or the applicable settlement terms, as well as to complete the purchase and sale of securities, and to collect the interest and dividends accrued on them.

e) Vellar for the dividend payments of the shares and the profits of the shares in circulation, as well as to complete the reinvestment orders received.

(f) Check that transactions carried out on assets, rights, securities or instruments, by the management company or by the directors of the investment companies, on behalf of the collective investment institutions, are have been in market conditions.

g) Carry out the appropriate checks to verify the accuracy, quality and sufficiency of the information and documentation that the SGIIC or, where appropriate, the administrators of the SICAV should refer to the CNMV, in accordance with the with the current regulations.

(h) In the case of institutions for collective investment of collective investment investment institutions, the depositary shall establish a control system for the procedures for the selection of investments to be carried out by the the management or, where appropriate, the managers of the investment company, meet the criteria required by the rules applicable to them.

2. The depositary shall have appropriate procedures to monitor the activity of the management companies and, where appropriate, the collective investment companies.

3. Depositaries shall be required to obtain sufficient information from the management company or managers of the investment company to enable them to perform their supervisory and supervisory functions properly. The management company should provide all the information that the depositary needs to fulfil those tasks.

4. In complying with the surveillance obligations, the depositary shall carry out ex-post controls and verifications of the processes and procedures for which the management company, the IIC or a designated third party is responsible. The depositary shall ensure in all circumstances that an appropriate verification and reconciliation procedure is in place and that it is applied and frequently reviewed. The management company shall ensure that all instructions relating to the IIC's assets and operations are transmitted to the depositary so that the depositary can carry out its own verification or reconciliation procedure.

5. For contracts to be concluded between the depositary and the management company or investment company, as referred to in Article 58.3 of Law 35/2003 of 4 November, and in the Manual of Procedures, as laid down in Article 127.3, the the way in which the depositary must communicate to the same the identified non-compliances and seek their remedy. Provision should be made for the possible direct denunciation of the management board of the managing company or institution concerned or of its dominant company and the resolution of the operations already carried out where appropriate.

6. Without prejudice to the above paragraph, depositaries shall send the CNMV a semi-annual report on the performance of the monitoring and surveillance function, in which they shall demonstrate the accuracy, quality and sufficiency of the the information referred to them by the SGIIC or, where appropriate, the managers of the self-managed investment companies, in order to be able to fulfil its supervisory and supervisory function, as well as the remaining information, documentation and publicity to which it is refers to the previous paragraph. The report shall include all regulatory breaches or anomalies identified by the depositary in the management or administration of IICs, together with the observations that the SGIIC or, where appropriate, the directors of the investment company could have been performed. To this end, the depositary, prior to the referral of the report, must have transferred the anomaly to the SGIIC or, where appropriate, to the directors of the investment companies.

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.

7. An anomaly is to be understood as being of particular relevance, inter alia, where it could have an appreciable impact on the liquidative value of the investment funds ' holdings and the shares of the investment companies, as well as in the case of acts or omissions described as serious or very serious infringements of Chapter VI of Law 35/2003 of 4 November of Collective Investment Institutions.

8. Without prejudice to the foregoing paragraphs, the depositary shall communicate to the management company and inform the CNMV in writing without delay of any anomaly that it detects in the management or administration of IICs and which magazine special relevance.

CHAPTER III

Delegation

Article 135. Delegation of the repository function.

1. The depositary of IIC may delegate to third parties, and these in turn sub-delegate, the deposit function, which includes the custody and registration of the IIC financial instruments and other assets, as long as the third party complies with the requirements to be required of the depositary established in Law 35/2003 of 4 November, and in this legislation.

2. The conditions for the depositary to delegate to third parties the functions referred to in the preceding paragraph are as follows:

(a) No functions shall be delegated in order to avoid compliance with the requirements laid down in Law 35/2003 of 4 November and in its implementing legislation.

b) The depositary shall demonstrate that there is an objective reason for the delegation.

(c) The depositary shall act with due diligence in the selection and appointment of a third party in which it wishes to delegate part of its functions, and in the periodic review and ongoing monitoring thereof.

(d) The depositary shall ensure that the third party complies at all times with the following conditions:

1. The third party will have adequate and appropriate structures and knowledge provided to the nature and complexity of the IIC assets entrusted to it.

2. For the custody functions referred to in Article 129, the third party shall be subject to effective prudential regulation and supervision, including a minimum capital requirement, and shall be subject to external audits. (a) to verify that financial instruments and other securities are in their possession.

3. There shall be an absolute separation between the account of the entity in which the custody and the account of third parties are delegated, not being able to register positions of the entity and its clients in the same account and permitting the identification of the depositary's own account. The name of the customer account shall expressly reflect the character of the account of third parties. The depositary shall establish an internal procedure to enable the position of each client to be individually individualised.

4. The reuse of assets by the depositary or a third entity in which the custody function has been delegated shall be subject to the conditions laid down in Article 130 on the re-use of the assets. Secure assets.

5. The third party shall respect the general obligations and prohibitions referred to in the legislation.

3. Without prejudice to paragraph 2 (d) (2) above, where the law of a third country requires that certain financial instruments be held in custody by an entity located in that third country and there are no such entities the depositary may delegate its functions to that entity only to the extent required by law of the third country and only as long as there are no entities located in that country, which satisfy the delegation requirements laid down in that point (d); satisfy the delegation requirements. In any case, the following conditions must be met:

(a) The investors of the IIC concerned should be duly informed, prior to their investment, that such delegation is required due to the legal obligations imposed by the third country and the circumstances that justify it.

(b) The management company should instruct the depositary to delegate the custody of those financial instruments to that type of entity.

4. The third party may, in turn, subdelegate the functions provided for in this paragraph, provided that the same conditions are met.

5. For the purposes of this Article, the provision of services such as the execution and, where appropriate, the clearing of orders for the transfer of funds or securities in accordance with the provisions of Directive 98 /26/EC of the European Parliament and of the European Parliament Council of 19 May 1998 on the finality of settlement in payment systems and securities settlement systems, which is incorporated into our system through Law 41/1999 of 12 November on payment and settlement systems securities, carried out by the settlement systems of securities designated for the purposes of that regulation or the provision of similar services by non-European securities settlement systems shall not be considered to be a delegation of their custody functions.

CHAPTER IV

Other Provisions

Article 136. Liability action.

1. The responsibility of the depositary may be claimed by the participants either directly or indirectly through the management company. However, it shall not be required to make such a claim, but upon request by members representing at least 10 per cent of the estate.

2. According to the art. 62.3 of Law 35/2003 of 4 November, the depositary shall be liable for the loss of the protected instruments unless it can prove that the instrument has been produced as a result of an external event which is beyond reasonable control, consequences would have been unavoidable despite all the efforts made by the depositary to avoid them.

3. In particular, and in order to enable the cause of exemption provided for in the preceding paragraph to be accepted, among the efforts to be made to avoid the consequences of such an external event, the depositary shall inform the management of the risks significant detected and, where appropriate, taking appropriate measures to prevent or mitigate the loss of financial instruments in custody, where actual or potential events have been identified, which presumably carry a risk significant loss of a financial instrument in custody. Furthermore, if the depositary still considers that the level of protection of the financial instrument is not sufficient despite repeated warnings, the depositary may take additional measures, such as terminating the contract and requesting its replacement with the provisions of Article 61 of Law 35/2003 of 4 November. In particular, the depositary shall be exempt from liability if it can prove that the following conditions are met:

(a) that the event that has resulted in the loss is not a consequence of any act or omission of the depositary or of a third party in which custody has been delegated,

(b) that the depositary could not reasonably have prevented the event that resulted in the loss from occurring, despite the adoption of any precautions to be expected from a diligent depositary.

c) that, despite a rigorous and thorough due diligence process, the depositary could not have prevented the loss.

This condition may be considered satisfied when the depositary has ensured that the depositary and the third party in which the custody of the financial instruments has been delegated take all of the following measures:

i) establish, implement and maintain structures and procedures, and have the technical expertise, which are appropriate and proportionate to the nature and complexity of the IIC's assets, in order to detect in time and to permanently monitor external events that may result in the loss of a financial instrument in custody,

(ii) to assess on a permanent basis whether the events identified under point (i) involve a significant risk of loss of a financial instrument in custody,

(iii) inform the management of the significant risks identified and, where appropriate, take appropriate measures to prevent or mitigate the loss of financial instruments in custody where events have been identified. external, actual or potential, which presumably carry a significant risk of loss of a financial instrument in custody.

4. The requirements referred to in points (a) and (b) of paragraph 3 may be considered to be met in the following circumstances:

a) When natural events occur that escape influence or human control.

b) When a government or state body, including the courts, adopts any law, decree, regulation, resolution or order that incites financial instruments in custody.

c) In case of war, disturbances or other turbulence of importance.

The requirements referred to in points (a) and (b) of paragraph 3 shall not be considered to be met in the event of an accounting error, operational failure, fraud or non-compliance with the segregation obligations of the depositary or a third party in the the custody of the financial instruments has been delegated.

This Article shall apply mutatis mutandis to the delegate when the depositary has transferred its liability in accordance with the provisions of Article 62a of Law 35/2003.

Article 137. Cessation of the depositary and advertising of substitution.

1.If the depositary ceases to perform its duties, 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. 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 138. Content of the written agreement of the depositary with the SGIIC for each IIC it manages or with the investment company.

1. The written agreement referred to in Article 58.3 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 in which the IIC is able to invest 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.

g) A description of how the custody and surveillance function will be performed, depending on the types of assets and the geographical regions in which the IIC intends to invest. As regards the duties of custody, the description shall include the list of countries and the procedures for adding countries to that list and/or deleting them. This information shall be consistent with the information contained in the IIC's founding documents on the assets in which the IIC may invest.

(h) Information on whether or not the depositary, or a third party in which custody functions are delegated, reuses the assets entrusted to it and, where appropriate, the conditions to which such assets are subject reuse.

(i) All information to be exchanged by the IIC, the managing body and third parties acting on behalf of the IIC or the managing body, on the one hand, and the depositary, on the other hand, in relation to the performance of the surveillance function; and control of the depositary.

j) The details of the incident communication procedures, including the identity of the persons to be contacted by the IIC or the manager to initiate such a procedure.

k) The depositary's commitment to inform the manager when it becomes aware that the segregation of assets is not, or has ceased to be, sufficient to ensure protection against the insolvency of a third party, in the that functions have been delegated.

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 home Member State 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, except in those cases where, in accordance with Article 62a of that law, a transfer of responsibility by the depositary is permitted.

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.

7. Information about whether the depositary can reuse IIC assets, as well as conditions that would affect the reuse of such assets.

Article 139. A framework contract between depositary and SGIIC that manages more than one IIC.

In the event that the management company manages more than one IIC, 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.

The depositary and the SGIIC or IIC may choose to include the details of the means and procedures referred to in Article 138.1.c) and d) in the contract referred to in that paragraph or in a separate written contract. '

Forty-seven. The numbering of Articles 134 to 137 shall be amended to be renumbered 140 to 143.

Forty-eight. Article 138, which becomes 144 with the following wording, is amended:

" Article 144. Conflicts of interest.

1. Managing companies must be organised and structured in such a way that they can detect and avoid the risk that the interests of IICs or clients are harmed by conflicts of interest:

a) Between the company and the IICs it manages or the investors of those IICs.

(b) Among managers, employees or a competent person in the management company or having, directly or indirectly, a control link with the management company and the management company, the IICs it manages or the investors of those IICs.

c) Between clients.

d) Between the IICs that are managed by or the investors of those IICs and other clients of the management company.

e) Between the IICs that are managed by or the investors of that IIC and another IIC managed by the same management company or investors.

2. In particular, they should have a written policy on conflicts of interest that will be adjusted to the size of the organisation, as well as the nature, scale and complexity of their activities.

In accordance with that policy, management companies shall maintain effective administrative and organisational procedures to take all reasonable measures to detect, prevent, manage and control the conflicts of interest to prevent them from harming the interests of IICs and their investors.

3. Management companies shall ensure independence and shall separate, in their own operational field, tasks and responsibilities which may be considered to be incompatible with each other or which are liable to generate conflicts of systematic interest; and assess whether the conditions in which it exercises its activity may result in any other significant conflicts of interest.

In any event, the policies and procedures relating to conflicts of interest shall ensure the existence of a regularly updated register of those operations and activities performed by the companies. (

) the management of the management and the management of the management of the management;

4. The management company and the depositary, in the exercise of their respective functions, shall act honestly, fairly and professionally, independently, and only in the interests of the IIC and the IIC investors.

The depositary shall not engage in activities with respect to the IIC or, in the case of the management company acting on behalf of the IIC, which may generate conflicts of interest between the IIC, its investors, the IIC and the IIC, unless the the depositary has functionally and hierarchically separated the performance of its functions as a depositary of its other potentially conflicting functions, and that potential conflicts of interest are properly identified, managed, controlled, mitigated and communicated to IIC investors.

5. For the purposes of this Article, managing companies managing IICs other than those covered by Directive 2009 /65/EC of 13 July 2009 shall comply with the provisions laid down in Delegated Regulation (EU) No 231/2013. Commission of 19 December 2012. For other management companies, the CNMV may establish the specific measures to be taken to comply with this precept. "

Forty-nine. The numbering of Articles 139 to 142 shall be amended to be numbered from 145 to 148.

Fifty. A new Article 149 is inserted with the following wording:

" Article 149. Requirements for a management company to have recourse to a main intermediary.

1. Where management companies make use of the services of a principal intermediary, the terms of that provision of services shall be fixed in a written contract which must comply with the rules of the fund or the statutes of the investment company. In particular, the possibility of transfer and reuse of IIC assets, and the obligation to inform the depositary of the existence and content of the said contract, should be clearly envisaged so that the depositors can ensure that the content of those contracts enables them to perform their functions properly.

These management companies will act with due competition and due diligence in the selection and designation of the main intermediaries. In particular, the principal intermediaries must present a sufficient solvency in the management's judgment to meet their obligations. For these purposes, the manager shall carry out an analysis of the counterparty's credit risk, using appropriate methodologies and considering different indicators or parameters of customary use in the market.

2. The depositary may also act as the principal intermediary of an IIC that does not comply with Directive 2009 /65/EC of 13 July 2009, provided that it has functionally and hierarchically separated the performance of its functions as a depositary of its functions as a principal intermediary, and that potential conflicts of interest are properly identified, managed, controlled, mitigated and communicated to IIC investors. "

Fifty-one. The numbering of Article 143 shall be amended to be renumbered 150.

Fifty-two. The title of the single additional provision, which becomes the first provision, is amended.

" Additional disposition first. 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. "

Fifty-three. An additional second provision is added with the following literal tenor:

" Additional Disposition Second. Passport marketing to professional investors in IIC shares and holdings outside the European Union managed by managers authorised in a Member State in accordance with Directive 2011 /61/EU of 8 June 2011.

1. The marketing in Spain of the shares and units of the IICs referred to in Article 2 (2) (d) of Law 35/2003 of 4 November, which is addressed to professional investors, shall be subject to the provisions of Article 15b and the paragraph 7 of the sixth additional provision of Law 35/2003 of 4 November until the adoption of the delegated act of the European Commission referred to in that additional provision.

2. Following the adoption of the delegated act of the European Commission referred to in the preceding paragraph and in the terms laid down by it, the management authorised in a Member State of the European Union may freely market the shares and IIC units that manage referred to in the previous paragraph, in accordance with the following paragraphs and provided that they meet the following requirements:

(a) There shall be cooperation agreements between the CNMV or the competent national authorities of the Member State in which the manager is authorised and the supervisory authorities of the third State in which it is established. the IIC, in order to ensure at least an effective exchange of information enabling the competent authorities to carry out their supervisory tasks in accordance with Directive 2011 /61/EU of 8 June 2011.

(b) The third State in which the IIC is established may not be included in the list of non-cooperating countries and territories established by the International Financial Action Task Force on Capital Blanking.

(c) The third State must have concluded an agreement with Spain or the Member State in which the manager is authorised to comply fully with the provisions laid down in Article 26 of the Model Tax Convention on Income and on the Heritage of the Organization for Economic Cooperation and Development and ensure an effective exchange of information on tax matters, including, if applicable, multilateral tax agreements.

In the event that the CNMV disagrees with the assessment of the application of paragraphs (a) and (b) above by the competent authorities of the Member State in which the manager has been authorised, it may submit the a matter to the European Securities and Markets Authority, which may act in accordance with the powers conferred on it by Article 19 of Regulation 1095 /2010/EU of the European Parliament and of the Council of 24 November 2010.

3. In the event that a manager authorised by the CNMV intends to market in Spain shares of an IIC which it manages and which is of a third State or a subordinate IIC whose main IIC is not an IIC of the Union European, the following shall apply:

(a) The manager shall provide the CNMV with a notification concerning each IIC that it intends to market, including the documentation and information set out below:

1. A written application, comprising an activity program identifying the IIC that is proposed to market the manager and information about the place in which it is established.

2. The IIC's regulation or its constituent documents.

3. Depository identification.

4. º A description of the IIC or any information about it is available to investors.

5. º Information about the place where the main IIC is established if the IIC is a subordinate IIC.

6. º Any additional information mentioned in the prospectus for each IIC that the manager intends to market.

7. Information on the measures taken to prevent the placing on the market of IIC shares among private investors, even if the manager makes use of the performance of independent entities to provide investment services relating to the IIC.

(b) Within a maximum of 20 working days from receipt of the complete documentation accompanying the notification in accordance with the provisions of the preceding paragraph, the CNMV shall notify the management of the decision on the request for the marketing of the IICs identified in the application document.

(c) The manager may initiate the marketing of the IIC from the notification of the favourable resolution.

(d) The marketing application may be refused only if the management of the IIC by the manager is not carried out, or is not to be carried out in accordance with Directive 2011 /61/EU of 8 June, or if the manager does not comply or is not to comply with any of the provisions of that directive.

e) The CNMV shall inform the European Securities and Markets Authority that the manager has been authorised to market the IIC in question in Spain.

4. Where a European Union manager is authorised by a competent national authority of another Member State of the European Union, it is intended to market shares of IIC which she manages and which are a third State in the European Union. Spain, among professional investors, shall apply the following:

(a) The placing on the market in Spain shall be free from the notification by the competent authority of the Member State to the managing authority that it has referred the complete documentation dossier to the CNMV with the information referred to in paragraph 1. 3, information on the measures taken for the marketing of IIC, the indication of the Member States in which it intends to market the IIC shares between professional investors and a declaration of the authority competent of the Member State confirming that the manager is authorised to manage the IIC with a concrete investment strategy.

(b) The written notification and files which the CNMV receives in a language of customary use in the international financial sphere, as well as those received in the format, shall be valid for the purposes set out in this paragraph. electronic.

5. In the event that a manager authorised by the CNMV intends to market in other Member States the shares of IIC which she manages and which are of a third State, the following shall apply:

(a) The manager shall submit to the CNMV a notification relating to each IIC which it intends to place on the market which shall include the information referred to in paragraph 3 (a) above on the measures taken for the the marketing of the IIC and the indication of the Member States in which it intends to market the IIC shares among professional investors.

(b) Within a maximum of 20 working days from the date of receipt of the complete notification file, and as long as the management of the IIC by the manager is and is to be in accordance with Directive 2011 /61/EU, of 8 June 2011, and the management complies with the provisions of that Directive, the CNMV shall forward that file to the competent national authorities of the Member States in which the manager intends to market the IIC. The file shall be accompanied by a statement from the CNMV confirming that the manager is authorised to manage the IIC with a specific investment strategy.

(c) Once the notification file has been submitted, the CNMV shall notify the manufacturer immediately of this fact, which may initiate the marketing of IICs in the Member States concerned from the date of the notification. notification.

(d) The CNMV shall also communicate to the European Securities and Markets Authority that the manager may start marketing the IIC's holdings in the Member States concerned.

(e) The CNMV may draw up the declaration and submit the notification and file documents provided for in this paragraph in a language of customary use in the international financial sphere, as well as in electronic format.

6. In the event of a substantial modification of any of the data communicated in accordance with paragraphs 3 or 5, the manager shall notify the previously planned modification with a minimum notice of 1 month in advance and in writing to the CNMV, or, in the case of which is an unforeseen modification, immediately after it occurs. Once the amendment referred to in the previous paragraph has been communicated, the following paragraphs shall be as follows:

(a) In the event that, as a result of the planned change, the management of the IIC by the manager was no longer in accordance with Directive 2011 /61/EU of 8 June 2011, or the manager no longer complies with that Directive. directive, the CNMV will inform you immediately, unless justified, that you cannot apply such a modification.

(b) In the event that the modification is applied without the manager making the prior communication provided for in the preceding paragraphs or in the case that the management of the IIC by the manager is no longer in conformity with the Directive 2011 /61/EU of 8 June 2011, or the manager no longer complies with that directive as a result of an unforeseen change, the CNMV shall take all appropriate measures in accordance with Title VI of Law 35/2003 of 4 November 2011. including, if necessary, the express prohibition of the marketing of IIC.

(c) In the event that the amendments are acceptable because they do not affect the conformity of the management of the IIC by the manager with Directive 2011 /61/EU of 8 June 2011, or the conformity with a character The CNMV shall immediately inform the European Securities and Markets Authority of such changes to the extent that the changes affect the cessation of the marketing of certain IICs or the the placing on the market of additional IICs and, where appropriate, the competent authorities of the Member States where the manager commercializes the IIC.

7. In accordance with the provisions of Article 41.4 of Law 22/2014 of 12 November 2014 on the regulation of venture capital institutions, other closed-type collective investment entities and the management companies of investment entities Collective investment, this additional provision will be applicable to the entities referred to in Article 5.1.c) of that law. For these purposes, references to IICs shall be construed as being made to ECR and EICC. "

Fifty-four. An additional third provision is added with the following literal tenor:

" Additional provision third. Placing on the market with a passport in the European Union professional investors in the European Union's IIC shares and units managed by non-resident managers in the European Union in accordance with Directive 2011 /61/EU of 8 June 2011.

1. Until the adoption of the delegated act of the European Commission referred to in Article 67.6 of Directive 2011 /61/EU of 8 June 2011, the placing on the market in Spain of professional investors in the shares and units of the IICs referred to in Article 2.1.e) of Law 35/2003 of 4 November, and which are authorised or registered, or have their registered office or head office in a Member State, shall be subject to the provisions of Article 15c of Law 35/2003 of 4 November.

2. Following the adoption of the delegated act of the European Commission referred to in the preceding paragraph and in the terms which it lays down, the marketing of the shares and units of the IICs referred to in that paragraph shall be free of compliance with the following paragraphs.

3. The manager must have previously been authorised by the CNMV in accordance with the provisions of the sixth additional provision or by another competent national authority of a Member State pursuant to Article 37 of the Directive. 2011 /61/EU of 8 June 2011.

4. In the event that a manager not domiciled in the European Union and authorised by the CNMV intends to market between professional investors and in Spain units of an IIC which she manages and which is authorised or registered in a Member State, the following shall apply:

(a) You must submit to the CNMV a notification concerning each IIC that you intend to market that will include the documentation and information set out below:

1. A written application, comprising an activity program identifying the IIC that is proposed to market the manager and information about the place in which it is established.

2. The IIC's regulation or its constituent documents.

3. Depository identification.

4. º A description of the IIC or any information about it is available to investors.

5. º Information about the place where the main IIC is established if the IIC is a subordinate IIC.

6. º Any additional information referred to in Article 23a of this Regulation for each IIC that the manager intends to market.

7. Information on the measures taken to prevent the placing on the market of IIC shares among private investors, even if the manager makes use of the performance of independent entities to provide investment services related to the IIC. These measures shall be subject to the Spanish laws and to the supervision of the CNMV.

(b) Within a maximum of 20 working days from receipt of the complete documentation in accordance with the provisions of the preceding subparagraph, the CNMV shall notify the management of the decision on the application for marketing of the IIC identified in the request writing.

(c) The manager may initiate the marketing of the IIC from the notification of the favourable resolution.

(d) The marketing application may be refused only if the management of the IIC by the manager is not carried out, nor is it to be carried out in accordance with Directive 2011 /61/EU of 8 June 2011, or if the manager does not comply or is not to comply with any of the provisions of that Directive.

(e) The CNMV shall also inform the European Securities and Markets Authority and, where appropriate, the competent national IIC authorities, that the manager may start to market the IIC in question in Spain.

5. In the case of a manager not domiciled in the European Union and authorised by a competent national authority of another Member State of the European Union in accordance with Article 37 of Directive 2011 /61/EU of 8 June 2011, the intention to market shares of IIC which it manages in Spain among professional investors, the following shall apply:

(a) The placing on the market in Spain shall be free from the notification by the competent authority of the Member State to the manager of the complete documentation dossier to the CNMV with the information provided for in paragraph 1. 4.a) above, information on the measures taken for the marketing of the IIC, the indication of the Member States in which it intends to market the IIC shares between professional investors and a declaration of the competent authority of the Member State confirming that the manager is authorised to manage the IIC with a concrete investment strategy.

(b) The written notification and files which the CNMV receives in a language of customary use in the international financial sphere, as well as those received in the format, shall be valid for the purposes set out in this paragraph. electronic.

6. In the event that a manager not domiciled in the European Union and authorised by the CNMV, intends to market shares of IIC which she manages among professional investors in other Member States, it shall apply to next:

(a) The manager shall submit to the CNMV a notification relating to each IIC that it intends to place on the market which shall include the information referred to in paragraph 5.a) above.

(b) Within 20 working days from the date of receipt of the complete file, and as long as the management of IICs by the manager is and is to be in accordance with Directive 2011 /61/EU of 8 June 2011, 2011, and the manager complies with the provisions of that Directive, the CNMV shall forward that file to the competent national authorities of the Member States in which the IIC shares are intended to be marketed. The file shall be accompanied by a statement from the CNMV confirming that the manager is authorised to manage the IIC with a specific investment strategy.

(c) Once the notification file has been submitted, the CNMV shall immediately inform the manager, who may initiate the marketing of IICs in the Member States concerned, from the date of such notification. notification.

(d) The CNMV shall also communicate to the European Securities and Markets Authority and, where appropriate, to the competent national IIC authorities, that the manager may start to market shares of IICs in the Member States. members in question.

(e) The CNMV may draw up the declaration and submit the notification letters and the dossiers provided for in this paragraph in a language of customary use in the international financial sphere, as well as in electronic format.

7. In the event of a change in any of the data communicated in accordance with paragraphs 4 or 6, the manager shall notify the proposed change in advance with a minimum notice of 1 month in advance and in writing to the CNMV, or, in the case of a unforeseen modification, immediately after it occurs. Once the modification has been communicated, the following paragraphs shall be made available:

(a) In the event that, as a result of the planned change, the management of the IIC by the manager was no longer in accordance with Directive 2011 /61/EU of 8 June 2011, or the manager no longer complies with that Directive. directive, the CNMV will inform you immediately, unless justified, that you cannot apply the modification.

(b) In the event that the modification is applied without the manager making the prior communication provided for in the preceding paragraphs or in the case that the management of the IIC by the manager is no longer in conformity with the Directive 2011 /61/EU of 8 June 2011, or the manager no longer complies with that directive as a result of an unforeseen change, the CNMV shall take all appropriate measures in accordance with Title VI of Law 35/2003 of 4 November 2011. including, if necessary, the express prohibition of the marketing of IIC.

(c) In the event that the amendments are acceptable because they do not affect the conformity of the management of the IIC by the manager with Directive 2011 /61/EU of 8 June 2011, or the conformity with a character The CNMV shall immediately inform the European Securities and Markets Authority of such changes to the extent that the changes affect the cessation of the marketing of certain IICs or the the placing on the market of additional IICs and, where appropriate, the competent authorities of the Member States where The IICs are marketed.

8. In accordance with the provisions of Article 41.4 of Law 22/2014 of 12 November 2014 on the regulation of venture capital institutions, other closed-type collective investment entities and the management companies of investment entities Collective agreements of the kind closed, and by which the Law 35/2003, of 4 November, of the Institutions of Collective Investment is amended, this additional provision will be applicable to the entities referred to in article 5.1.d), of that law, and that they are authorised or registered, or have their registered office or head office in a Member State. For these purposes, references to IICs shall be construed as being made to risk capital and other collective investment entities of a closed type. '

Fifty-five. An additional fourth provision is added with the following literal tenor:

" Additional provision fourth. Placing on the market a passport to professional investors in the shares and shares of IIC in a third State managed by non-resident managers in the European Union in accordance with Directive 2011 /61/EU of 8 June 2011.

1. Until the adoption of the delegated act of the European Commission referred to in Article 67.6 of Directive 2011 /61/EU of 8 June 2011, the placing on the market of professional investors in the shares and units of IICs to which they are Article 2 (1) of the Law 35/2003 of 4 November, which is not authorised or registered, nor has its registered office or head office in a Member State, shall be subject to the provisions of Article 15c of Law 35/2003 of 4 May November.

2. Following the adoption of the delegated act of the European Commission referred to in the preceding paragraph and in the terms which it lays down, the marketing of the shares and units of the IICs referred to in the preceding paragraph shall be free of in accordance with paragraphs 3 to 7 of the previous additional provision, which shall apply with the specialities provided for in the following paragraphs:

(a) References made to IICs referred to in Article 2.1.e of Law 35/2003 of 4 November, and which are authorised or registered, or have their registered office or head office in a Member State, shall be (a) mean IICs that are not authorised or registered, or have their registered office or head office in a Member State.

(b) In addition to the requirements applicable to the management of a Member State provided for in Directive 2011 /61/EU of 8 June 2011, Law 35/2003 of 4 November 2011 and this royal decree, the marketing of IIC from a third country The status of non-domiciled women in the European Union shall require the following conditions to be met:

1. No cooperation agreements shall exist between the CNMV and the national authorities of the Member State which has authorised the manager in accordance with Article 37 of Directive 2011 /61/EU of 8 June 2011, with the supervisory authorities of the third State in which the IIC is established, in order to ensure at least an effective exchange of information enabling the competent authorities to carry out their supervisory functions in accordance with the Directive 2011 /61/EU of 8 June 2011.

2. º The third State in which the IIC is established may not be included in the list of non-cooperating countries and territories established by the International Financial Action Task Force on Capital Blanking.

3. The third State must have entered into an agreement with Spain or the Member State whose national authority would have authorised the manager in accordance with Article 37 of Directive 2011 /61/EU of 8 June 2011, which fully comply with the provisions laid down in Article 26 of the Model Convention on Income and on the Heritage of the Organisation for Economic Cooperation and Development and ensure an effective exchange of information in tax matters, including, where appropriate, multilateral tax arrangements.

(c) In the event that the CNMV disagrees with the assessment of the application of the ordinals 1 and 2. previous, carried out by the competent authorities of the Member State in which the non-domiciled manager has been authorised in the European Union, may refer the matter to the European Securities and Markets Authority, which may act in accordance with the powers conferred on it by Article 19 of Regulation 1095 /2010/EU of the European Parliament and of the Council of 24 November 2010.

(d) The notification provided for in paragraph 4 (a) of the above provision shall cover each IIC proposed to be placed on the market in Spain.

e) The marketing application may be refused if the management of the IIC by the manager is not carried out, nor is it to be carried out in accordance with Directive 2011 /61/EU of 8 June 2011, or if the manager does not comply or is not to comply with any of the provisions of that directive.

3. In accordance with the provisions of Article 41.4 of Law 22/2014 of 12 November 2014 on the regulation of venture capital institutions, other closed-type collective investment entities and the management companies of investment entities Collective agreements, such as the provision of services to the public authorities, are not subject to the provisions of Article 5 (1) (d) of the Treaty and are not intended to be used for the purposes of Article 5 (1) (d) of the Treaty. authorised or registered, or have their registered office or head office in a Member State. For these purposes, references to IICs shall be construed as being made to risk capital and other collective investment entities of a closed type. '

Fifty-six. An additional fifth provision is added with the following literal tenor:

" Additional disposal fifth. Conditions for the management of IIC of the European Union by a manager not domiciled in the European Union in accordance with Directive 2011 /61/EU of 8 June 2011.

1. Until the adoption of the delegated act of the European Commission referred to in Article 67.6 of Directive 2011 /61/EU of 8 June 2011, the management of IICs as referred to in Article 2.1.e of Law 35/2003 of 4 November 2011, and which are authorised or registered, or have their registered office or head office in Spain or another Member State, shall require prior authorisation and registration with the CNMV in accordance with the provisions of Law 35/2003 of 4 November, and in the present royal decree.

2. Following the adoption of the delegated act of the European Commission referred to in the previous paragraph and in the terms which it lays down, the management of the IICs referred to in that paragraph shall be free in accordance with the provisions laid down in paragraphs 1 and 2. next.

3. Managers not domiciled in the European Union authorised by the CNMV in accordance with Directive 2011 /61/EU of 8 June 2011 who intend to manage for the first time in another Member State an IIC authorised or registered or which have their registered office or head office in Spain or another Member State, may do so directly or through the establishment of a branch, provided that the manager is authorised to manage such IIC and the following conditions are met: requirements:

(a) The non-resident manager in the European Union shall send the CNMV a request with the following information:

1. º The Member State in which you intend to manage the IIC directly or through a branch.

2. A program of activity that indicates, in particular, the services that it is proposed to provide and in which it identifies the IIC that it proposes to manage.

(b) Where the non-resident manager in the European Union intends to establish a branch, it shall also provide the following information:

1. The organizational structure of the branch.

2. The address in the IIC home Member State where documentation can be obtained.

3. The name and contact details of the persons responsible for the management of the branch.

(c) The CNMV shall forward that documentation to the competent authorities of the Member State in which the manager intends to manage the IIC within 1 month of the assumption that the manager is not domiciled in the Union. It is proposed to manage the IIC directly, or 2 months in the event that a branch is proposed to be established, from the receipt of the complete documentation. The CNMV shall only forward such documentation if the management of the IIC by the manager is and continues to be in accordance with the provisions of Directive 2011 /61/EU of 8 June 2011 and if it complies with the provisions of that Directive.

(d) The CNMV shall attach to the documentation provided for in the previous paragraph a statement confirming that the manager has authorisation.

(e) The CNMV shall immediately notify the manager who has referred the documentation to the competent national authorities of the Member State concerned.

(f) The CNMV shall also inform the European Securities and Markets Authority that the manager may start managing the IIC in the Member State concerned.

4. In case of modification of any of the data communicated to the CNMV in accordance with paragraph 3 (a) or (b), this paragraph shall be as follows:

(a) The manager shall notify the CNMV in writing, at least one month before the application of the amendment, if the modification is envisaged by the manager or, in the case of an unforeseen modification, immediately thereafter. to occur.

(b) In the event that, as a result of the planned change, the management of the IIC by the manager was no longer in accordance with Directive 2011 /61/EU of 8 June 2011, or the manager no longer complies with that Directive. directive, the CNMV will inform the manager immediately, unless justified, that it cannot apply the modification.

(c) In the event that the proposed modification is applied without the prior notification provided for in the preceding paragraphs, or an unforeseen modification has occurred, and as a consequence of the previous the IIC by the manager no longer complies with the said directive, or the manager will no longer comply, the CNMV shall take all appropriate measures in accordance with Title VI of Law 35/2003 of 4 November, including, if applicable necessary, the express ban on the marketing of IIC.

d) In the event that the modifications are acceptable because they do not affect the conformity of the management of the IIC by the management with Directive 2011 /61/EU of 8 June 2011, or the conformity with a character The CNMV shall immediately inform the competent authorities of the Member States in which the IICs are managed.

The CNMV shall immediately inform the competent authorities of the Member States in which the IICs are managed.

5. Non-resident managers in the European Union authorised by the competent national authority of another Member State in accordance with Directive 2011 /61/EU of 8 June 2011 who intend to manage an authorised or registered IIC, or whose registered office or principal office in Spain or another Member State, for the first time in Spain, may do so freely, either directly or through the establishment of a branch, provided that the manager is authorised to to manage this type of IIC and from the moment the competent national authority of the State Member of the Commission of the European Union of the European Union and of the Member States of the European Union and of the Member States of the European Union. The CNMV shall not impose any additional requirements on the manager in relation to the matters covered by Directive 2011 /61/EU of 8 June 2011.

6. In accordance with the provisions of Article 41.4 of Law 22/2014 of 12 November 2014 on the regulation of venture capital institutions, other closed-type collective investment entities and the management companies of investment entities Collective agreements of a closed type, and amending Law 35/2003 of 4 November, of Institutions of Collective Investment, this additional provision will apply to the management of the law, and that they are authorized in a State Member. For these purposes, references to IICs shall be construed as being made to risk capital and other collective investment entities of a closed type. '

Fifty-seven. An additional sixth provision is added with the following literal tenor:

" Additional disposal sixth. Authorisation of non-domiciled women in the European Union in accordance with Directive 2011 /61/EU of 8 June 2011 for the purposes of the management of IIC or its marketing with a passport.

1. Until the adoption of the delegated act of the European Commission referred to in Article 67.6 of Directive 2011 /61/EU of 8 June 2011, the opening of branches and the provision of services in Spain by non-authorised pregnant women in the European Union be subject to the provisions of Article 125 of this Regulation.

2. The authorisation of the management under paragraphs 4 and 6 of the third additional provision shall be governed by the provisions of this additional provision, Title IV of this Royal Decree and Chapter II of Title IV of Law 35/2003 of 4 November.

3. The national competent authority for the authorisation of non-domiciled women in the European Union shall be determined as follows:

a) The competition will be attributed to the CNMV in the following assumptions:

1. Where the manager intends to manage a single or several IICs authorised in Spain and does not intend to market any of them in other Member States of the European Union in accordance with the additional provisions second or fourth.

2. Where the manager intends to manage several IICs authorised or registered in different Member States and does not intend to market any of them in the European Union in accordance with the additional provisions second or fourth, and most IICs are authorized in Spain or in Spain where they manage the largest number of their assets.

3. When the manager intends to market a single IIC that has been authorised in Spain.

4. º When the manager intends to market only in Spain a single IIC that has been authorised or registered in Spain or another Member State.

5. Where the manager intends to market only in Spain a single IIC which is not authorised or registered in any Member State or is authorised or registered in a third State.

6. º When the manager intends to market in several Member States a single IIC authorised in Spain.

7. Where the manager intends to market an IIC authorised or registered in a Member State other than Spain, and such marketing is to be carried out in several Member States, including Spain.

8. º When the manager intends to market an IIC authorised or registered in Spain and such marketing is to be carried out in several Member States.

9. º When the manager intends to market a single IIC which has not been authorised or registered in any Member State and such marketing is to be carried out in several Member States, including Spain.

10. º When the manager intends to market a single IIC of a third State in different Member States, including Spain.

11. º When the manager intends to market several IICs authorised or registered in Spain in several Member States.

12. º When the manager intends to market several IICs authorised or registered by a single Member State other than Spain, and most of those IICs are to be marketed in Spain.

13. º When the manager intends to market several IICs authorised or registered in several Member States, and most of these IICs will be marketed in Spain.

14. º When the manager intends to market several IICs of a third State and several IICs authorised or registered in Member States, and most of these IICs will be effectively marketed in Spain.

(b) In the event that, together with the CNMV, there are other national authorities of the Member States of the European Union which, in the exercise of the powers they have in accordance with Directive 2011 /61/EU, of 8 June In 2011, they are also competent for the authorisation of the same management company, the latter shall ask the CNMV and the national authorities for authorisation. The CNMV and the competent national authorities shall jointly decide within one month which shall be the national competent authority for their authorisation and shall notify the management of that decision within a maximum of 7 days. In its absence, the manager may choose from the previous authority to the national authority to which she is required to apply for the authorisation.

(c) For the purposes of the preceding paragraphs, the manager shall prove his intention to make effective marketing in any Member State by communicating his business strategy to the CNMV.

(d) Once the application for authorisation referred to in the preceding paragraphs has been received, the CNMV shall assess whether it is competent to grant the authorisation, in which case it shall notify its decision to the European Securities Authority and Markets and will ask for advice on the assessment carried out. In its notification to the European Securities and Markets Authority, the CNMV shall provide it with the justification for the management of the competent national authority and the information on its marketing strategy.

(e) In the event that the CNMV produces a proposal for the granting of an authorisation against the European Securities and Markets Authority criterion, it should give reasons for such a decision and, in the event that the manager is proposed The marketing of IICs in other Member States shall also inform the competent national authorities of those Member States and, where appropriate, the competent national authorities of the Member States in which they would the IICs have been authorised or registered.

(f) In the event that the CNMV disagrees with the assessment of the competence of the national authority of a Member State, it may submit such a discrepancy to the European Securities and Markets Authority.

4. The manager shall be exempted from complying with Chapter VI of Directive 2011 /61/EU of 8 June 2011 and with those other provisions of that Directive which are incompatible with its national legislation or that applicable to IICs which it places on the market. in the European Union in the following cases:

a) When the manager demonstrates:

1. that compliance with a provision of the said Directive is impossible without at the same time a provision of its national legislation,

2. º that its national legislation or that of IICs that it commercializes has a standard equivalent to that of the Directive whose object is identical and offers the same level of protection to the investors of the IICs in question, and

3. º that she or the IICs that commercialize meet that equivalent standard.

(b) In the event that the CNMV considers that the manager may rely on the previous paragraph to be exempt from compliance with certain provisions of Directive 2011 /61/EU of 8 June 2011, it shall inform the Delay to the European Securities and Markets Authority. In the event that the CNMV is planning to grant an authorisation in contravention of the recommendation of the European Securities and Markets Authority, it shall inform it on the basis of its intention as well as the competent national authorities of the those Member States in which the manager intends to market IICs managed by her.

(c) In the event that the CNMV considers that the competent authority of another Member State cannot exempt a manager from compliance with certain provisions of Directive 2011 /61/EU of 8 June 2011, it may submit the discrepancy to the European Securities and Markets Authority.

5. The authorization shall be granted in accordance with the following specialties:

(a) The manager must designate a legal representative in Spain who will be the contact person for the investors, the CNMV and the competent authorities of the other Member States. Such legal representative must have sufficient means to verify compliance by the management of Law 35/2003 of 4 November and its implementing legislation.

(b) There shall be cooperation agreements between the CNMV, the competent authorities of the Member States of origin of the IICs and the supervisory authorities of the third State in which the manager is established, for the purpose of ensure at least an effective exchange of information to enable the competent authorities to carry out their supervisory tasks.

(c) The third State in which the manager is established shall not be included in the list of non-cooperating countries and territories established by the International Financial Action Task Force on Capital Blanking.

(d) The state in which the manager is based must have concluded an agreement with Spain which is in full accordance with the provisions laid down in Article 26 of the Model Tax Convention on Income and on Heritage of the Organisation for Economic Cooperation and Development and shall ensure an effective exchange of information on tax matters, including, where appropriate, multilateral tax arrangements.

(e) The exercise of the powers and powers in the supervision of the CNMV shall not be undermined by the laws, regulations or administrative provisions of the State of origin of the management or by nature or extension of the powers and powers of the supervisory authorities of the third State concerned.

6. Where the CNMV disagrees with the assessment carried out by another national authority of a Member State of the European Union on the application of points (a), (b), (c) and (e) above, it may raise such discrepancy with the Authority. European Markets and Securities. Similarly, the CNMV may call for the exercise of its powers by the European Securities and Markets Authority when the competent authority of the home Member State of an IIC does not adhere to the cooperation agreements to which the referred to in point (b) above within a reasonable time.

7. The procedure for the authorisation of the manager shall be governed by the authorisation procedure provided for in Title IV of Law 35/2003 of 4 November, and shall be subject to the following specialties:

(a) The information contained in Article 41 of Law 35/2003 of 4 November must be completed with:

1. A justification by the manager of her assessment of the CNMV's competence in accordance with the preceding paragraphs that will include information about the marketing strategy.

2. A listing with the provisions of Directive 2011 /61/EU of 8 June 2011, the enforcement of which cannot be carried out by the management without at the same time any provision of its national law of conformity with the provisions of paragraph 3 above.

3. A written document demonstrating that the applicable law of the third country establishes a standard equivalent to the provisions of Directive 2011 /61/EU of 8 June 2011, of impossible compliance, which it regulates the same level of protection for the investors of the IICs and the manager. This document shall be accompanied by a legal opinion on the existence of the incompatible provision applicable in the law of the third State and with a description of the regulatory purpose and the nature of the protection of investors. pursues.

4. The name and place of establishment of the legal representative of the manager.

(b) The information referred to in Article 108 may only cover the IICs of the European Union which the management intends to manage or, where appropriate, the IICs managed by the management which the management intends to marketing in the European Union with a passport.

(c) The obligation laid down in Article 43 of Law 35/2003 of 4 November shall be without prejudice to the provisions of paragraph 3 above.

(d) Article 43.1.c) of Law 35/2003 of 4 November shall not apply.

e) The documentation that is required to accompany the application for authorization shall be understood to be complete when it includes the documents provided for in Article 41 of Law 35/2003 of 4 November, and the information to referred to in point (a).

8. The CNMV shall inform the European Securities and Markets Authority immediately, unless justified, on the outcome of the authorisation procedure, on any modification of the authorisation of the manager and on any revocation of the authorisation. In addition, the CNMV shall inform the European Securities and Markets Authority of any inadmissible or unsuccessful applications for authorisation, with information on the manager responsible for the application and the grounds for the refusal. The CNMV shall respect the confidentiality of the information referred to the European Securities and Markets Authority and the information held by this Authority which it has received from other competent national authorities.

9. Within 2 years after the granting of the authorisation and in the event that the manager intends to change its marketing strategy for IIC in such a way that it could affect the competition of the CNMV by reason of the territory, shall communicate in advance to this intention in the following terms:

(a) The communication shall determine which is in the view of the management of the new national competent authority in accordance with paragraph 2 and justify its decision on the basis of its new marketing strategy. In such communication, the manager shall include the identity and place of establishment of her new legal representative.

(b) The CNMV shall evaluate the documentation submitted by the manager, inform the European Securities and Markets Authority on the basis of its conclusion and forward the assessment made by the manager and the information on its new marketing strategy. The CNMV shall notify the decision on the request for change of competent authority within 1 month to the managing body, its legal representative and the European Securities and Markets Authority. This resolution shall take into account the mandatory and non-binding recommendation of the European Securities and Markets Authority.

(c) Where the CNMV resolves the request of the manager, it shall inform the competent authorities of the Member State concerned of the decision and shall immediately forward them to them, unless a reasoned request is made. a copy of the authorisation and supervision file of the manager.

d) If the resolution of the CNMV is contrary to the recommendation of the European Securities and Markets Authority as provided for in point (b), the latter shall inform it in a reasoned manner of its decision and, where appropriate, the competent national authorities of the Member States in which IICs are placed on the market managed by the management concerned or have been authorised or registered.

10. After the 2-year period provided for in the previous paragraph, the manager may modify its marketing strategy and request a change to the CNMV in accordance with the procedure laid down in the previous paragraph.

11. If, after the two years referred to in paragraph 8, the development of the business of a manager shows that it did not comply with its original marketing strategy, which made false statements in this respect or modifies its marketing strategy without complying with the procedure laid down in paragraph 8, the CNMV shall request the manager to indicate, in accordance with the criteria set out in paragraph 2, the national authority of the Member State which is competent on the basis of its actual marketing strategy. Failure to comply with the CNMV requirement shall be sufficient to revoke the authorisation.

12. In the event that the CNMV disagrees with the assessment of its territorial competence or that of any other national supervisory authority, it may submit that discrepancy to the European Securities and Markets Authority.

13. The CNMV shall be competent for the supervision and control of managers from outside the European Union who have been authorised in a Member State in accordance with Article 37 of Directive 2011 /61/EU of 8 June 2011 and who have amended its marketing strategy, from the moment it receives the authorisation and supervision file from the competent authority of a Member State.

14. Any dispute arising between the CNMV and a manager shall be resolved in accordance with national law. Any dispute between the managing body or the IICs managed by it, and the investors of the European Union of an IIC, shall be resolved in accordance with the law and the national jurisdiction or that of another Member State of the European Union.

15. This additional provision shall apply to the authorisation of non-domiciled women in the European Union in accordance with Directive 2011 /61/EU of 8 June 2011 for the purposes of the management of ECR or EICC or its marketing with passport. For these purposes, references to IICs shall be construed as being made to risk capital and other collective investment entities of a closed type. '

Fifty-eight. An additional seventh provision is added with the following literal tenor:

" Additional provision seventh. Requirements of the depositary based in third countries.

In the case of an IIC located in a third country and marketed in the European Union or managed by a manager authorised under Directive 2011 /61/EU, the depositary may be established in the country of origin of the IIC or in the Member State of origin of the managing company managing that IIC, or in the reference Member State of the management company managing that IIC.

Without prejudice to the requirements of Article 58 of Law 35/2003 of 4 November, the appointment of a depositary established in a third country shall be subject to the following conditions:

(a) That the CNMV and, as long as it is different, the competent authorities of the Member State of origin of the manager, have concluded cooperation agreements and exchange of information with the competent authorities of the depository.

(b) In the third country where the depositary is established, the depositaries shall be subject to effective prudential regulation and supervision measures, including the minimum capital requirement, which have the same effect as the provisions laid down in European Union law and applied in an effective manner, for the purposes of which the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing the Directive are to be applied. Directive 2011 /61/EU of 8 June 2011.

(c) The third country in which the depositary has been established shall not be included in the list of non-cooperating countries and territories established by the International Financial Action Task Force on Capital Blanking.

(d) that the third country in which the depositary is established has signed an agreement with Spain and, where appropriate, with the Member State of origin of the manager, which is in full accordance with the provisions laid down in Article 26; of the Model of Tax Convention on Income and on the Heritage of the Organization for Economic Cooperation and Development and guarantee an effective exchange of information in the field of taxation, including, if appropriate, agreements Tax-related multilateral agreements.

e) The depositary, by contract, shall be liable to the IIC or, where appropriate, to the investors of the IIC, pursuant to Articles 62 and 62a of Law 35/2003 of 4 November, and shall expressly accept compliance with the referred to in Article 60a of Law 35/2003 of 4 November, in this Regulation and in the other provisions applicable in our order relating to the delegation of functions.

Where a competent authority of another Member State does not agree with the assessment of the application of points (a), (c) or (e) of the first subparagraph, carried out by the competent authorities of the Member State of origin of the The competent authorities in question may refer the matter to the European Securities and Markets Authority, which may act in accordance with the powers conferred on it by Article 19 of Regulation (EU) No 1095/2010 of 24 November 2010. of 2010. "

Fifty-nine. The unique final disposition that happens to have the following wording is modified:

" Single Final Disposition. Enablement for regulatory development.

1.The Minister of Economy and Competitiveness is empowered to make the necessary provisions for the enforcement and enforcement of this regulation and, with its express rating, to the CNMV.

2. The CNMV is enabled to develop the communication system, the content of the reporting obligations, the way the information is to be transmitted, which may be electronic, and the deadlines for communication in relation to the changes that have been made. produce under the conditions of the authorisation of the management companies of collective investment institutions, pursuant to the applicable provisions of Law 35/2003 of 4 November.

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 variation of the conditions of the authorisation granted or other data in the register consisting of the CNMV, without prejudice to prior authorisation procedures where they are mandatory in accordance with the rules applicable to it.

3. The CNMV is enabled to develop the content and model to which the status of position and the safeguards referred to in Article 4.3 are to be adjusted in each case.

4. The CNMV is enabled for the development of the legal regime of the depositary provided for in Title V. In particular, it may determine the specificities and exceptions applicable to the depositary of venture capital entities, investment entities closed collective and investment collective investment institutions. In addition, the CNMV may include:

(a) Develop the technical aspects of the oversight function on the items referred to in Article 134 including the surveillance of eligible assets and the balances of unit-holders or shareholders of the the IICs. It may also develop the technical aspects of the liability regime referred to in Article 136 and the obligations on the segregation of assets.

b) Develop the content of the agreement between the SGIIC and the depositary referred to in Article 138.

(c) Determine the extent of the depository function according to the type of assets and the type of accounts used, the extent of the depositary's duties in relation to the calculation of the liquidative value and the valuation of the holdings, and the extent of control over cash flows. "

First transient disposition. Transitional arrangements for the depositary's legal regime.

The repeal of Order EHA/596/2008 of 5 March, which regulates certain aspects of the legal regime of the depositary of collective investment institutions, and the content of the position states is specified, provided for in paragraph 2 of the single derogation provision, shall produce its effects from the entry into force of the provisions adopted by the CNMV by developing the legal regime of the depositary in accordance with the provisions of paragraph 4 of this Article. the only final provision incorporated into the Law of the Development of Law 35/2003, of 4 of November, from Collective Investment Institutions. Until such time, the said ministerial order will remain in force in all that it does not oppose the provisions of this royal decree and the applicable European Union legislation.

Second transient disposition. Adaptation of IICs and SGIICs authorised in accordance with Directive 2009 /65/EC of 13 July 2009.

The IICs and the management companies authorised prior to the entry into force of this royal decree under Directive 2009 /65/EC of 13 July 2009 shall be in line with the provisions of this royal decree within the period of 6 months since its entry into force.

Single repeal provision. Regulatory repeal.

1. As many rules of equal or lower rank are repealed as foreseen in this royal decree.

2. In particular, in the terms provided for in the first transitional provision, Order EHA/596/2008 of 5 March 2008 regulating certain aspects of the legal regime of the depositary of collective investment institutions is hereby repealed. and the contents of the position states are specified.

Final disposition first. Amendment of Royal Decree 1310/2005, November 4, for which the Law 24/1988, of 28 July, of the Market of Securities, in matters of admission to trading of securities in official secondary markets, of public offers, is partially developed for sale or subscription and the prospectus required for such purposes.

A new wording is given to Article 21 (2) of Royal Decree 1310/2005 of 4 November 2005, for which the Law 24/1988, of 28 July, of the Market of Securities, on admission to trading is partially developed of securities in official secondary markets, of public offering for sale or subscription and of the prospectus required for such purposes, which shall be worded as follows:

" 2. The final terms of the offer are the items of information that are not known when the base prospectus is approved and which can only be determined at the time of issue.

The final terms, when not included in the supplement, must be provided to investors and deposited with the CNMV, and shall also be communicated by the CNMV to the competent authority of the State or Member States of reception, as soon as practicable on the occasion of each admission and, if possible, before the start of the offer. The CNMV shall communicate the final terms to ESMA. These final conditions may contain only information elements required for the securities note referred to in Article 19.3, may not be used to comply with Article 22 and shall not be subject to approval by the CNMV. In such cases, where the final price of the offer and the number of securities to be offered to the public cannot be included in the prospectus, the criteria and/or conditions to be laid down in the prospectus shall be included in the prospectus. elements or, in the case of the price, the maximum price.

In the case of emissions of promissory notes with a maturity of less than twelve months, the final terms referred to in this Article shall not be required to be submitted for the purposes of certification. Article 6.2 of Royal Decree 116/1992 of 14 February 1992 on the representation of securities by means of account and clearing and settlement of securities transactions. '

Final disposition second. Incorporation of European Union law.

By this royal decree the following European Union directives are partially incorporated into Spanish law:

(a) 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.

(b) Directive 2014 /51/EU of the European Parliament and of the Council of 16 April 2014 amending Directives 2003 /71/EC and 2009 /138/EC and Regulations (EC) No 1060/2009, (EU) No 1094/2010 and (EU) No 1095/2010 in the with regard to the powers of the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority (European Securities and Markets Authority).

Final disposition third. Entry into force.

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

Given in Madrid, on February 13, 2015.

FELIPE R.

The Minister of Economy and Competitiveness,

LUIS DE GUINDOS JURADO