FELIPE VI

KING OF SPAIN

To all who present it and understand it.

Sabed: That the General Courts have approved and I come to sanction the following law.

INDEX

Preliminary title. General provisions.

Article 1. Object.

Article 2. Collective investment of closed type.

Article 3. Risk capital institutions.

Article 4. Collective investment entities of a closed type.

Article 5. Scope of application.

Article 6. Excluded entities.

Article 7. Concept of financial institution and non-financial undertaking.

Title I. Regime of risk capital and collective investment entities of a closed type.

Chapter I. Constitution of risk capital entities and collective investment entities of a closed type

Article 8. Establishment of risk capital and collective investment entities of a closed type.

Chapter II. Legal regime of venture capital institutions.

Section 1. Capital-Risk Entities

Article 9. Main activity.

Article 10. Complementary activities.

Article 11. Naming reservation.

Article 12. Investment policy.

Section 2. Investment Regime of venture capital entities

Article 13. Mandatory investment coefficient of the RCTs.

Article 14. Investment in ECR.

Article 15. Coefficient of free disposal.

Article 16. Group limitations and diversification of investments.

Article 17. Temporary breaches of the limits established in investments.

Article 18. Computable asset and other limits on investments.

Article 19. Acquisition of shares in non-financial companies listed on regulated markets.

Section 3. Investment Regime of venture capital entities-SME.

Article 20. Venture capital entities-SME.

Article 21. Mandatory investment coefficient of ECR-Pymes.

Article 22. Coefficient of free disposal of ECR-Pymes.

Article 23. Group limitations and diversification of investments by ECR-Pyme.

Article 24. Temporary defaults on investments.

Article 25. Other limits to investments.

Chapter III. Legal status of venture capital companies.

Article 26. Definition and legal status.

Article 27. Valuation of the equity and determination of the liquidative value.

Article 28. Transformation, merger, division and other corporate operations.

Article 29. Management delegation.

Chapter IV. Legal regime of venture capital funds.

Article 30. Definition and legal status.

Article 31. Heritage.

Article 32. Constitution of the fund.

Article 33. Content of the fund management regulation.

Article 34. Subscription and redemption arrangements for the units.

Article 35. Administration.

Article 36. Merge.

Article 37. Dissolution and liquidation.

Chapter V. Legal framework of closed-type collective investment entities, European venture capital funds and European social entrepreneurship funds.

Article 38. Legal status of the SICC and the IFCs.

Article 39. Legal regime of European venture capital funds.

Article 40. Legal status of European Social Entrepreneurship Funds (EuSEF).

Title II. Management companies of collective investment entities of a closed type.

Chapter I. Activity access.

Article 41. Concept and social object.

Article 42. Activity access requirements.

Article 43. Ancillary services.

Article 44. Prohibited activities.

Article 45. Request for authorization.

Article 46. Resolution of the authorization.

Article 47. Management companies of Collective Investment Institutions.

Article 48. Requirements for the authorization.

Article 49. Consultation of the supervisory authority of another Member State of the European Union.

Article 50. Depositary.

Article 51. Specific powers of authorization of the National Securities Market Commission.

Article 52. Modifications to the authorization conditions.

Article 53. Revocation.

Article 54. Expiration of the authorization.

Article 55. Waiver of authorization.

Article 56. Suspension.

Article 57. Replacement of managers.

Article 58. Record.

Chapter II. Conditions for the exercise of the activity.

Section 1. Operating and organizational requirements.

Article 59. General principles.

Article 60. Policies and procedures related to the remuneration and incentive-setting system.

Article 61. Conflicts of interest.

Article 62. Risk management.

Article 63. Liquidity management.

Article 64. Assessment.

Section 2. Delegation of the functions of the SGEIC.

Article 65. Delegation of functions.

Article 66. Subdelegation of functions.

Section 3. Transparency Requirements.

Article 67. Reporting, auditing and accounting obligations.

Article 68. Reporting obligations to investors on each investment entity with a pre-investment character.

Article 69. Regular reporting obligations to investors.

Article 70. Periodic reporting obligations to the National Securities Market Commission.

Article 71. Reporting obligations arising from the acquisition of significant holdings and the control of companies.

Chapter III. Conditions for access and exercise of the management activity of venture capital entities and collective investment entities of a closed type under special circumstances.

Article 72. Access and exercise conditions for the activity of the SGEICs that manage ECR or EICC below certain thresholds.

Article 73. Conditions for access and exercise of the activities of the SGEICs that manage European venture capital funds.

Article 74. Conditions for access and exercise of the activities of the SGEICs that manage European social entrepreneurship funds.

Title III. The placing on the market of risk capital and collective investment entities of a closed type.

Article 75. Limits to the marketing of ECR and EICC.

Article 76. Placing on the market in Spain of ECR or EICC incorporated in another Member State of the European Union managed by managers authorised in a Member State under Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

Article 77. Marketing in Spain to professional investors of ECR or EICC incorporated in a non-EU Member State managed by managers authorised in a Member State of the European Union in accordance with Directive 2011 /61/EU of the European Union European Parliament and the Council of 8 June 2011.

Article 78. Marketing in Spain to professional investors of ECR or EICC managed by non-resident managers in the European Union.

Article 79. Marketing in Spain to non-professional investors of ECR referred to in Article 5.1.e).

Article 80. Placing on the market of ECR and EICC managed by management companies authorised in Spain by Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 in the field of the European Union.

Article 81. Conditions for the cross-border management of ECR and EICC by management companies authorised in Spain in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

Article 82. Conditions for the management of Spanish ECRs and EICC by managers governed by Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 authorised in another Member State of the European Union.

Article 83. Conditions applicable to SGEIs that are managed by ECR or EICC constituted in a non-Member State of the European Union not placed on the market in the Member States of the European Union.

Title IV. Rules of conduct, supervision, inspection and sanction.

Chapter I. Rules of Conduct.

Article 84. Applicable rules.

Chapter II. Monitoring and inspection.

Article 85. Scope.

Article 86. Supervisory and inspection powers.

Article 87. Supervision of the limits to leverage and the adequacy of credit assessment processes.

Article 88. Supervision of managers authorised in another Member State of the European Union who manage or market ECR or EICC in Spain.

Article 89. Cross-border cooperation in the area of supervision and cancellation of personal data.

Article 90. Exchange of information regarding the possible systemic consequences of the activity of the managers.

Chapter III Sanctioning Regime.

Section 1. General Provisions.

Article 91. Responsibility.

Article 92. Procedure.

Section 2. Infractions.

Article 93. Very serious infringements.

Article 94. Serious infringements.

Article 95. Minor infractions.

Section 3. Sanctions.

Article 96. Penalties for very serious infringements.

Article 97. Penalties for serious infringements.

Article 98. Penalties for minor infractions.

Article 99. Penalties for very serious violations committed by management or management charges.

Article 100. Penalties for serious violations committed by management or management charges.

Article 101. Criteria for the determination of penalties.

Article 102. Intervention and replacement measures.

Section 4. Other Provisions.

Article 103. Other provisions.

Additional disposition first. Transformation of the managing societies of RCTs authorised in SGEIC.

Additional provision second. Regulatory referrals.

Additional provision third. Deadline for adaptation to the new regulations of existing entities.

Repeal provision.

Final disposition first. Amendment of Law 35/2003 of 4 November of Collective Investment Institutions.

Final disposition second. Amendment of the recast of the Law on the Regulation of Pension Plans and Funds, approved by the Royal Legislative Decree 1/2002 of 29 November.

Final disposition third. Amendment of Law 18/2014 of 15 October of approval of urgent measures for growth, competitiveness and efficiency.

Final disposition fourth. Amendment of Annex II to Law 13/2014 of 14 July on the transformation of the Fund for the Financing of Payments to Suppliers.

Final disposition fifth. Competitive titles.

Final disposition sixth. Incorporation of European Union law.

Final disposition seventh. Regulatory enablement.

Final disposition octave. Entry into force.

PREAMBLE

I

The overall objective of financial regulation is to efficiently channel savings towards productive investment, ensuring market stability and investor protection, thereby fostering growth. This is a balanced approach to job creation. One of the traditional features of the Spanish economy is the high dependence of banks on credit, which in the current context has been subject to tight restrictions. It is therefore essential to promote other sources of direct financing, among which collective investment is a growing alternative. Within this scope, it is possible to distinguish between the collective investment institutions whose regulation is harmonised at European Union level, preferably aimed at a retail investor, of those that are considered to be investment alternative. The latter include entities such as hedge funds (hedge funds), real estate funds and venture capital funds, with the regulation of the latter being the main object of this Act.

Despite the considerable development of venture capital in recent years, it is necessary to review its regime for, on the one hand, to encourage greater fundraising and the consequent financing of a larger number of companies; and on the other hand, try to reorient it towards the financing of small and medium-sized enterprises in their early stages of development and expansion, as these are the ones that see, to a greater extent, limited funding.

Risk capital is defined as those investment strategies that channel financing directly or indirectly to companies, maximize the value of the company by generating management and professional advice, and disinvest in the with the aim of providing high capital gains for investors. Venture capital is a source of funding of particular relevance to all stages of business development: from the development of an idea where seed capital is crucial, the early stages of start-up of productive activity, the stages of expansion and growth where funding can enable the qualitative leap to be made to a greater dimension and maturity and competitiveness, even at the time when the company is already consolidated where the financing can be necessary for a variety of reasons such as the stock-exchange or the restructuring or the sale of the same. Venture capital includes both what has been called venture capital, destined for the early stages of development of companies, and private equity, the latter term that includes investment in already mature companies with a career path. (a) consolidated profitability and therefore means operations of a larger scale for the restructuring of firms, and the use of venture capital institutions is necessary to finance them.

The intervention of venture capital institutions not only assumes the advantage of the financing obtained by the companies, but also, through the participation of qualified professionals in the management of these entities, which They provide their knowledge and experience, contributing to significant improvements in efficiency in the management of funded enterprises and the dissemination of knowledge.

II

The legislative history of venture capital in Spain dates back to 1976, when Royal Decree-Law 18/1976 of October 8, on economic measures, which was the promoter of industrial development societies, was approved. as precedents for venture capital companies. The legal regime of current venture capital has its origins in Articles 12 to 16 of Royal Decree-Law 1/1986 of March 14, of urgent administrative, financial, fiscal and labor measures. This scheme was profoundly modified by Law 1/1999 of 5 January, regulating the Capital-Risk Entities and their management companies.

This Act introduced the two modalities of entities, companies and funds (managed by management companies), and subject them to a regime of authorization, supervision, inspection and sanction by the National Commission. of the Securities Market, which is homologable to other subjects acting on the financial markets. An investment scheme was also established by distinguishing the compulsory investment ratio in non-listed non-financial firms which constitute their objective, as well as the free-to-provision ratio. Finally, group boundaries and diversification to investments were established.

While the 1999 regulation was revealed as a notable advance in the legal regime of venture capital in our country, it did not fully provide the industry with the necessary financial instruments that would put the capital-risk at a competitive level comparable to the countries of our environment. Certain rigidities and limitations were noted in the own financial regulation of venture capital institutions that were in the way of the final development of the sector.

Therefore, the Law 25/2005 of 24 November, the regulator of the risk capital and its management companies, provided a real boost to the risk capital in Spain. This Law, respecting the basic scheme set out in Law 1/1999, of 5 January, has been based on the following pillars: streamlining of the administrative regime of the capital-risk entities, easing of investment rules, and introduction of financial figures similar to those existing in other countries in the environment. These improvements, coupled with the tax regime adapted from the investment made by venture capital institutions, have contributed to the consolidation of the sector's position in the Spanish financial system.

III

The motivation to review the regulatory framework only eight years after the emergence of this standard that modernised the sector in Spain is triple.

First of all, 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 Directive 2011 /61/EU has been adopted. 2009 /65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010. This rule introduces for the first time a regulation within the European Union of managers of alternative investment funds, including, inter alia, the institutions of collective investment investment (IICIL), or hedge funds in the European Union. their usual English language designation, collective investment institutions of collective investment investment institutions (IICIICIL), real estate investment funds and companies and venture capital institutions.

Until the adoption of Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011, European rules on collective investment had been limited to introducing uniform rules for certain collective investment institutions (IICs). These rules referred to matters such as the eligible assets in which the institution can invest, limits on concentration and liquidity, as well as organisational, management and supervisory requirements, and the depositary's regime, which made the collective investment undertakings in transferable securities widely used by retail investors in representing easy access to a diversified and professionally managed set of financial instruments. This harmonisation of investment funds, which originated in 1985, was further refined until a recast text was adopted in 2009: Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 on the coordinate the laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities.

This Directive was incorporated into our legal system by amending Law 35/2003 of 4 November, of Collective Investment Institutions, which regulates IICs harmonised by that directive, which are of the type open, as well as other non-harmonised IICs with special presence in our market.

Unlike with Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009, Directive 2011 /61/EC of the European Parliament and of the Council of 8 June 2011 focuses on regulating the the management companies of the entities, without entering into the aspects more closely linked to the fund, such as investment policy. This is because these alternative investment funds are intended for professional investors, so that regulation does not interfere as strongly in terms of protection as when retail investors are involved and the imbalance in It is more obvious that the directive gave freedom when it comes to determining where assets could be invested in the resources. However, and given the impetus in terms of financial regulation stemming from the global responses to the financial crisis started in 2008, it was thought appropriate to harmonise the regulation of the management companies of these investment funds. alternative to the implications that your activity may have on financial stability.

Consequently, it is necessary to incorporate into national law Directive 2011 /61/EU of the European Parliament and of the Council of 8 June, both in respect of risk capital institutions and investment institutions. Collective agreements other than those covered by Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009, which are covered by national law in Law 35/2003 of 4 November.

Secondly, there has been another legislative novelty within the European Union concerning the financing of smes to be taken into consideration: Regulation (EU) No 345/2013 of the European Parliament and of the Council, of 17 April 2013 on European venture capital funds and Regulation (EU) No 346/2013 of the European Parliament and of the Council of 17 April 2013 on European social entrepreneurship funds. Their content must not be transposed, as they are regulations, they are directly effective. However, its regulation has served to guide the regulation of a new figure: venture capital entities-SME.

Third, as has already been mentioned, the risk capital regime is revised to encourage a greater uptake of funds that will allow for the financing of a larger number of companies, especially small and medium-sized enterprises (SMEs). its first stages of development and expansion. There is no doubt that Law 25/2005 of 24 November, which is now repealed, has contributed to the growth of the venture capital sector. However, this growth has been uneven. If we look at the degree of development of the companies that have obtained funding through venture capital, there is a clear preponderance of the already consolidated and mature companies that have benefited from private equity and operations. leveraged, to the detriment of "venture capital" aimed at companies in earlier stages of their development-seed capital and start-up.

IV

Consequently, the need to adapt the regime to the new rules of the European Union and to promote a balanced growth of the sector lead to the approval of this Law, which implies the repeal of Law 25/2005, of 24 November.

This Act of risk capital entities and collective investment entities of a closed type shall apply to collective investment entities, which obtain capital from a number of investors to invest in a collective investment defined investment policy, which is considered to be closed on the basis of its disinvestment policies, and which are not regulated by Law 35/2003 of 4 November, which mainly regulates collective investment entities of type open. Therefore, this Law will not apply to any other collective investment entity, such as the Limited Companies Listed for Investment in the Internal Market regulated in Law 11/2009 of 26 October, for which they are regulated. Anonymous Companies Listed as Investment in the Real Estate Market, or financial holding companies whose securities are admitted to trading on a Stock Exchange. However, this Law shall apply to them where the analysis of their characteristics can determine that they have a defined investment policy and lack a commercial or industrial objective.

Also, this Law regulates the conditions of access to the activity and exercise of the management companies of closed investment entities with domicile in Spain, and regulates the requirements that these companies will have to comply with. managers when they intend to manage and market foreign investment entities. It also introduces the requirements to be met by any foreign management company when it intends to market foreign investment entities in Spain.

This Act introduces several new features to your predecessor.

First, the financial regime of venture capital institutions is relaxed, allowing for the use of a wider range of financial instruments, such as participatory lending, giving greater flexibility in the financial instruments. calculations of the time limits for compliance with the mandatory investment coefficient and allowing funds to distribute results on a regular basis.

In the second place, the figure of the venture capital institutions is created, which allows these entities to invest 70% of their assets in small and medium-sized enterprises, participating in their management and doing business advice. This type of entity will benefit from a more flexible financial regime, being able to make greater use of both participative loans and debt to provide financing to these smes. Its regulation aims to boost the venture capital sector geared towards the early stages of business development, which has had lower growth and offer these types of companies an effective alternative to bank financing.

Third, by imperative of Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011, the scope of the Law is extended to any collective investment entity of a closed type with a policy of predefined investments and return sharing among investors. As a result, entities which could have been operating in Spain in the form of a commercial company, investing in securities not listed but not complying with the investment and diversification arrangements of the European Union, fall within the scope of the rule. risk capital. This category of entities, referred to as collective investment entities of a closed type, may take the form of funds or companies and shall enjoy maximum operational flexibility.

In the fourth place, the administrative intervention regime of the National Securities Market Commission on risk capital and collective investment entities is almost completely eliminated. In accordance with European Union legislation, authorisation is maintained for management companies, while funds and investment companies of a closed type whose management has been delegated to a management company shall only be the subject of record.

V

The final provision first amends Law 35/2003 of 4 November, of Collective Investment Institutions with the objective of adapting the regime of the managing societies that manage institutions of collective investment alternative to Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

This implies the introduction of a clear differentiation between the collective investment institutions harmonised by Directive 2009 /65/EC of 13 July 2009 of the alternative collective investment institutions. Thus, the structure of Law 35/2003 of 4 November, which continues to collect the regulation of the institutions of collective investment of open type, and its managing societies, is maintained; leaving the regulation of the entities of risk capital and collective investment entities of the closed type and their management companies to the new Act.

In addition, in accordance with the provisions of Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011, the requirements for placing on the market and on the market, in Title III of this Law, are included. cross-border management, including the so-called European passport for alternative investment funds of European Union Member States managed by alternative investment fund managers authorised in Member States of the European Union the European Union under Directive 2011 /61/EU of the European Parliament and of the Council of 8 of June 2011. This passport, which aims to promote the European internal market for investment funds, involves the freedom to market these alternative investment funds to professionals in the European Union and the cross-border management of these funds. investment funds in the Member States of the European Union. For these purposes, requirements are included for the marketing and management of these funds and management of the European Union in Spain, as well as for Spanish women in the European Union. A differentiated scheme by type of alternative investment fund is also introduced where the fund or its manager does not belong to a Member State of the European Union. In order for this flexibility to allow for gains in terms of efficiency that do not undermine investor protection and financial stability, cooperation mechanisms between supervisory authorities are provided for, depositary, new requirements are laid down for management companies in such a way as to have adequate structure and organisation to ensure risk control, liquidity and conflict of interest, and in particular to comply with a Remuneration policy to avoid excessive risk-taking. It is also specified which functions of the managing companies may be delegated to another entity.

It is also appropriate to transfer to the National Securities Market Commission the powers of authorization and revocation of management companies, and the imposition of penalties for very serious infringements.

Also included are the requirements for the transposition of Directive 2013 /14/EU of the European Parliament and of the Council of 21 May 2013 amending Directive 2003 /41/EC on the activities and supervision of (a) Employment pension funds, Directive 2009 /65/EC, for the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) and Directive 2011 /61/EU, on the management of alternative investment funds, in respect of the dependency excessive credit ratings, thus promoting the reduction of credit ratings.

VI

The second final provision amends the recast text of the Law on the Regulation of Pension Plans and Funds, approved by the Royal Legislative Decree 1/2002, of November 29, to comply with the transfer of the Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 on the management of alternative investment funds, amending Directive 2003 /41/EC of the European Parliament and of the Council of 3 June 2003 on the activities and supervision of the pension funds for employment. This amendment allows managers of alternative investment funds to manage the investments of pension funds, without prejudice to the inclusion of the pension fund in the current draft amendment of the pension fund and plans regulation. express reference to the alternative investment fund managers.

The reference to Directive 92/96/EEC of the Council of 10 November 1992 on the coordination of laws, regulations and administrative provisions relating to direct life insurance is also deleted. amend Directives 79 /267/EEC and 90 /619/EEC, by Directive 2002/83/EC of the European Parliament and of the Council of 5 November 2002 on life assurance, thereby updating the Law on the Directive governing direct insurance life.

PRELIMINARY TITLE

General provisions

Article 1. Object.

The purpose of this Law is to regulate the legal regime of venture capital entities, other closed-type collective investment entities and the management companies of type-investment entities. closed.

Article 2. Collective investment of closed type.

1. Collective investment of a closed type shall be understood by risk-capital institutions and other collective investment entities in which the divestment policy of its partners or unit-holders complies with the following requirements:

a) That divestitures occur simultaneously for all investors or unit-holders, and

(b) what is perceived by each investor or is a participant in terms of the rights that correspond to each investor, in accordance with the terms set out in its statutes or regulations for each class of shares or participations.

2. In any event, collective investment entities of a type other than those described in Article 1.2 of Commission Delegated Regulation (EU) No 694/2014 of 17 May 2014 shall be collective investment entities of a type other than those described in this Law. December 2013, supplementing Directive 2011 /61/EU of the European Parliament and of the Council, as regards the regulatory technical standards that determine the types of alternative investment fund managers.

Article 3. Risk capital institutions.

1. 'Risk capital institutions' means a closed-type collective investment entity that obtains capital from a number of investors through a commercial activity whose business purpose is to generate profits or returns for the investors and whose main object is defined in Article 9 of this Law.

2. The RCTs shall be managed by management companies authorised in accordance with this Law.

3. The RCTs may take the legal form of venture capital (SCR) or venture capital (FCR) companies and their investment regime shall be that laid down in Section 2. of Chapter II

Title I.

4. The RCTs shall be referred to as ECR-Pyme when they comply with the provisions of Section 3 of Chapter II of Title I on investment arrangements. The ECR-Pyme can take the legal form of venture capital companies Pyme (SCR-Pyme) or venture capital funds Pyme (FCR-Pyme).

Article 4. Collective investment entities of a closed type.

1. Closed-rate collective investment entities (EICC) shall mean those collective investment entities which, lacking a commercial or industrial objective, derive capital from a number of investors through an activity of marketing, to invest in all types of financial or non-financial assets, in accordance with a defined investment policy.

2. The EICC shall be managed by management companies authorised in accordance with this Law.

3. EICC may take the legal form of companies, which shall be referred to as closed-type collective investment companies (SICC), or funds, which shall be referred to as closed-type collective investment funds (FICCs).

4. For the purposes of this Act, the risk capital entities referred to in the preceding article and none of the entities authorised in accordance with Law 35/2003 of 4 March shall not be construed as being included in the EICC concept. Collective Investment Institutions.

Article 5. Scope of application.

1. This Law will apply to the following collective investment entities:

(a) to the ECR and to the EICC which have their registered office in Spain in the case of companies, or which have been established in Spain, in the case of funds.

(b) to ECR and EICC incorporated in another Member State of the European Union, managed by management companies authorised in a Member State, under 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 Regulations (EC) No 1060/2009 and (EU) No 1095/2010 when investors are placed on the market in Spain professional. In this case, only the rules referred to in Article 76 shall apply to them in their action in Spain.

(c) to ECR and EICC incorporated in third states managed by management companies authorised in a Member State of the European Union under Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011, when professional investors are marketed in Spain. In this case, only the rules referred to in Article 77 shall apply to them in their action in Spain.

(d) to ECR and EICC managed by management companies not domiciled in a Member State of the European Union, when professional investors are placed on the market in Spain. In this case, only the rules referred to in Article 78 shall apply to them in their action in Spain.

(e) to the ECR referred to in points (b), (c) and (d) above when non-professional investors are placed on the market in Spain as defined in Article 78a (3) of the Law 24/1988 of 28 July 1988 on the Market values. In this case, the rules referred to in Article 79 and the provisions of Article 75 (2) and (4) concerning the marketing of ECR to non-professional investors shall apply to them in Spain.

(f) To the European Venture Capital Funds (CRFs) covered by Regulation (EU) No 345/2013 of the European Parliament and of the Council of 17 April 2013 on European venture capital funds, having their registered office in Spain in the case of companies, which have been established in Spain in the case of funds, or which are marketed in Spain under that European Regulation.

g) To the European Social Entrepreneurship Funds (EuSEs) covered by Regulation (EU) No 346/2013 of the European Parliament and of the Council of 17 April 2013 on European social entrepreneurship funds, which have their registered office in Spain in the case of companies, which have been established in Spain in the case of funds, or which are marketed in Spain under that European Regulation.

2. This Law shall also apply to the management companies of closed-type entities (SGEIC) incorporated in accordance with Title II, to the management companies of Collective Investment Institutions (SGIICs) that manage ECR, EICC, FCRE or EuSEF, to the depositaries of those entities, as well as to other entities providing services to the RCTs or to the EICC, in the terms set out in this Act.

Article 6. Excluded entities.

This Law will not apply to the following entities:

1. Holding companies, such as those companies with holdings in one or more companies whose commercial purpose is to carry out one or more business strategies through their affiliated companies, associated, or participated, in order to contribute to its long-term value and that:

(a) or are companies that are self-employed and whose securities are admitted to trading on a regulated market,

b) either have not been created with the primary objective of generating profits for their investors by disinvestment from their affiliated or affiliated companies, and this is evidenced by their annual report or other official documents.

2. Pension funds, including, as appropriate, the entities entrusted with their management and acting on their behalf, provided that they do not manage investment entities referred to in the previous Article.

3. Supranational institutions, such as the European Central Bank, the European Investment Bank, the European development finance institutions, the World Bank, the International Monetary Fund and the bilateral development banks, and other supra-national institutions and similar international bodies, where such institutions or bodies manage one or more investment entities referred to in paragraph 1, and to the extent that the bodies of such institutions or bodies collective investment act in the public interest.

4. The national central banks.

5. National, regional and local governments and bodies or other institutions that manage funds to support social security and pension schemes.

6. Schemes for the participation of workers or workers ' savings schemes.

7. The securitisation funds.

8. The Listed Companies of Investment in the Market Real Estate regulated in Law 11/2009, of October 26, by which the Companies Listed of Investment in the Market Real Estate are regulated.

9. The Banking Asset Funds regulated in the 10th Additional Provision of Law 9/2012 of 14 November of restructuring and resolution of credit institutions.

10. ECR or EICC whose statutes or instruments of incorporation restrict the raising of capital to a single investor.

11. Financial holding companies whose securities are admitted to trading on a stock exchange.

12. Managing companies in so far as they manage one or more ECR or EICC whose sole investors are the managing company, the parent undertaking or the subsidiaries of the management company or other subsidiaries of that parent undertaking, provided that none of the investors is in turn an ECR or EIC. However, they may apply for authorisation, such as SGEIC, and be subject to this Law.

Article 7. Concept of financial institution and non-financial undertaking.

1. For the purposes of this Act, financial institutions shall be considered to be included in any of the following categories:

a) Credit institutions and credit financial institutions.

(b) Companies referred to in Article 1.1 of Law 2/2009 of 31 March 2009 regulating the procurement with consumers of loans or mortgage and intermediary services for the holding of loan or credit agreements.

c) Investment services companies.

d) Insurance and reinsurance entities.

e) Collective investment companies, financial or non-financial.

(f) SGIIC and managing companies of pension funds or securitisation funds.

g) SCR, SICC, and SGEIC.

h) Entities whose principal activity is the holding of shares or units, issued by financial institutions, as defined in this paragraph.

i) Mutual guarantee companies.

j) Electronic money entities.

k) Payment entities.

(l) FCR, IFCs, open-rate investment funds, pension funds and securitisation funds.

m) Foreign entities, whatever their name or status, which, according to the rules applicable to them, exercise the typical activities of the former.

2. For the purposes of this Act, they shall be regarded as non-financial undertakings, in addition to those which are not included in the categories provided for in the preceding paragraph, entities whose principal activity is the holding of shares or shares issued by companies belonging to non-financial sectors.

TITLE I

Capital-risk entities and collective investment entities of a closed type scheme scheme

CHAPTER I

Constitution of venture capital entities and collective investment entities of a closed type

Article 8. Establishment of risk capital entities and collective investment entities of a closed type.

To constitute an ECR or EICC and start its activity, the SGEIC must:

(a) Rissue the information relating to the investment entity provided for in Article 45.3 to the National Securities Market Commission, either during its authorisation process as a management company, or at the time of constitution of the entity.

The above documentation must be updated at all times.

b) Constituency of the ECR or EICC by public deed and register it in the Mercantile Register. For the FCR and FICC these requirements will be potestative.

c) Submit the documentation set out in the above paragraphs for registration in the corresponding register of the National Securities Market Commission. The Commission shall carry out the registration after verification that the documentation submitted is complete.

CHAPTER II

Legal regime of venture capital entities

Section 1. Capital-Risk Entities

Article 9. Main activity.

1. The main purpose of the ECR is the taking of temporary holdings in the capital of undertakings of a non-real estate or a financial nature which, at the time of the taking-up, are not in the first market of stock exchanges or in any other equivalent regulated market of the European Union or of the other Member States of the Organisation for Economic Cooperation and Development.

2. However, they may also extend their main object to:

(a) Investment in securities issued by companies whose assets are more than 50 percent of real estate, provided that at least the real estate accounts for 85 percent of the total book value of the real estate the participating entity is affected, uninterrupted during the time of holding the securities, to the development of an economic activity in the terms provided for in Law 35/2006, of 28 November, of the Income Tax of Persons Physical and partial modification of the laws of the Taxes on Societies, on the Income of not Residents and on Heritage.

(b) The taking of temporary holdings in the capital of non-financial undertakings which are listed in the first stock market or in any other equivalent regulated market in the European Union or in the other Member States of the Organisation for Economic Cooperation and Development, provided that such undertakings are excluded from the contribution within 12 months of the taking of the holding.

c) Investment in other ECR as provided for in this Act.

ECR-Smes shall be considered for all purposes a special type of ECR when they comply with the requirements of Section 3 of Chapter II of Title I on the investment regime.

Article 10. Complementary activities.

1. For the development of its principal social object, the RCTs may grant participative loans, as well as other forms of financing, in the latter case, and without prejudice to the provisions of ECR-Pyme, only for participating companies which are part of the mandatory investment coefficient. They may also carry out advisory activities aimed at companies that constitute the main investment object of the RCTs in accordance with the previous Article, whether or not they are involved in the ECR themselves. In the case of the CRF, the above activities shall be carried out by the management companies. In the case of SCR, they may be carried out by themselves or, where appropriate, by their management companies.

2. The SCR, within its social object, and the FCR, within its main object, will not be able to carry out activities not covered by this Law.

Article 11. Naming reservation.

1. The names 'venture capital company', 'venture capital fund', 'venture capital company', 'venture capital fund', 'venture capital fund' and 'management company of closed type investment entities', or their abbreviations 'SCR', 'FCR', 'SCR-Pyme', "FCR-Pyme" and "SGEIC" shall be reserved for entities incorporated under this Law and entered in the administrative register that the National Securities Market Commission manages to the effect.

2. The entities in the previous paragraph are required to include in their social reason the respective denomination or their abbreviation.

3. The Trade Register and other public records shall not include those entities whose name is contrary to the regime established in this Law. Where, however, such inscriptions have been carried out, they shall be null and void. Such nullity shall not prejudice the rights of third parties in good faith, acquired in accordance with the content of the relevant records.

4. No person or entity may, without being registered in the records of the National Securities Market Commission, use the name referred to in paragraph 1 or any other expression that leads to confusion with them.

5. Persons or entities who fail to comply with this Article shall be sanctioned as provided for in Title IV. If they are required to cease immediately in the use of the names they shall continue to use them, they shall be punished by periodic penalty payments of up to EUR 300 000, which may be repeated on the occasion of subsequent requirements.

6. It shall be competent for the formulation of the requirements and for the imposition of the fines referred to in the previous paragraph of the National Securities Market Commission, which may also make public warnings regarding the existence of this conduct. The requirements shall be made after the hearing of the person or entity concerned and the fines shall be imposed in accordance with the procedure laid down in Article 92.

7. The provisions of this Article are without prejudice to other responsibilities, including criminal law, which may be enforceable.

Article 12. Investment policy.

Investment policy shall be understood as a set of coordinated decisions aimed at meeting its object on the following aspects:

a) Business sectors to which investments will be oriented.

b) Geographical areas to which investments will be oriented.

(c) Types of societies in which they are intended to participate and criteria for their selection.

(d) general maximum and minimum participation rates to be held.

e) Maximum and minimum temporary criteria for the maintenance of investments and disinvestment formulas.

(f) Types of financing to be granted to participating companies.

g) ancillary services that the management company may perform in favour of the participating companies, such as advice or similar services.

h) Modes of intervention of the management company in the participating societies, and formulas of presence in their corresponding administrative organs.

i) Restrictions on investments to be made.

j) A strategy that you intend to implement.

k) Leverage policy and restrictions on it.

l) Information about the possible risks that you intend to incur.

Section 2. Investment Regime of venture capital entities

Article 13. Mandatory investment coefficient of the RCTs.

1. An obligation to invest a minimum percentage of the computable asset defined in accordance with Article 18 in certain types of assets shall be defined as an obligation to invest.

2. The RCTs shall bring their investment policy into line with the criteria expressly laid down in their management statutes or regulations, respectively.

3. The RCTs shall maintain at least 60% of their computable assets, as defined in accordance with Article 18 in the following assets:

(a) Shares or other securities or financial instruments which may entitle the subscription or acquisition of such shares and shares in the capital of undertakings within its scope of principal activity of compliance with Article 9.

(b) Participatory loans to undertakings within their core business, the profitability of which is fully linked to the profits or losses of the company in such a way as to be void if the company does not obtain benefits.

c) Other participative loans to companies within their core business scope, up to 30 percent of the total of the computable asset.

(d) Shares or shares of ECR, as provided for in Article 14.

4. It shall also be understood to include, in the compulsory investment coefficient, the granting of financing which meets the requirements of (b) and (c) above, investment in shares and holdings in the capital of non-financial undertakings which They are either traded on a second market in a Spanish exchange, a multilateral system of Spanish negotiation or equivalent markets in other countries and the granting of participative loans to them. For such purposes, markets which simultaneously comply with the following characteristics shall be considered eligible:

(a) To be treated as a special segment or a foreign market whose admission requirements are similar to those laid down in the Spanish legislation for multilateral trading systems.

b) To be treated as a market specialised in small and medium-sized enterprise securities.

(c) Being located in Member States of the European Union or in third countries, provided that that third country is not on the list of non-cooperating countries and territories established by the International Financial Action Task Force on The Money Laundering and has signed with Spain an agreement to avoid double taxation with an exchange of information clause or an agreement to exchange information in tax matters.

5. Where an ECR has a stake in an entity that is admitted to trading on a market not included in the preceding paragraph, such participation may be computed within the mandatory investment coefficient for a maximum period of time. three years from the date on which the admission to trading of the latter was made. After the period indicated, such participation shall be taken into account in the free-provision coefficient. This shall also apply where the ECR is granted a participative loan to that type of entity.

6. The mandatory investment coefficient shall be met at the end of each social year.

Article 14. Investment in ECR.

1. The RCTs may invest up to 100% of their computable assets without breaching the mandatory investment coefficient in other RCTs formed under this Law and similar foreign entities that meet the characteristics of the 2.

2. In order for the investment in foreign entities referred to in the preceding paragraph to be taken into account within the mandatory coefficient laid down in Article 13.3, the entities themselves or their management companies themselves shall be established in Member States of the European Union or in third countries, provided that that third country is not included in the list of non-cooperating countries and territories established by the International Financial Action Task Force on Capital Blanking and has signed with Spain an agreement to avoid double taxation with clause of exchange of information or an agreement on the exchange of information in the field of taxation; and that, whatever their name or status, they exercise, in accordance with the rules applicable to them, the activities similar to those carried out by the ECR regulated in this Law.

3. In any case, the investor-risk capital institution shall comply with the investment diversification ratios in Article 16.

Article 15. Coefficient of free disposal.

The remainder of the asset not subject to the required investment coefficient as determined in Article 13 may be maintained at:

a) Fixed income securities traded on regulated markets or on organized secondary markets.

(b) Equity shares in companies that are not within the core business in accordance with Article 9, including units in collective investment institutions and RCTs that do not comply with this provided for in Article 14 and in EICC.

c) Cash. In those cases where periodic repayments are provided for or regulated, it shall form part of the liquidity ratio, together with the other particularly liquid assets to be determined by the Minister for Economic and Financial Affairs, or its express delegation, the National Securities Market Commission.

d) Participatory loans.

e) Financing of any kind to participating companies that are part of their primary social object as defined in Article 9.1.

f) In the case of self-managed SCR, up to 20 percent of its share capital, in immobilized assets necessary for the development of its activity.

Article 16. Group limitations and diversification of investments.

1. The ECR may not invest more than 25 per cent of its computable asset at the time of the investment in the same undertaking, or more than 35 per cent in undertakings belonging to the same group of companies, as defined in the Article 42 of the Trade Code.

2. EECR may invest up to 25% of its computable assets in undertakings belonging to its group or to its management company, as defined in Article 42 of the Trade Code, provided that they comply with the following conditions: requirements:

a) That the statutes or regulations provide for such investments.

b) That the entity or, as the case may be, its management company has a formal procedure, as set out in its internal rules of conduct, to prevent conflicts of interest and to ensure that the transaction is carried out in the interest of unique to the entity. The verification of compliance with these requirements shall correspond to an independent commission established within its board or an independent body to which the management company entrusts this function.

c) That in the prospectus and in the periodic public information of the entity, the investments made in group entities are reported in detail.

Only for the purposes set out in this Article shall the undertakings in which the RCTs directly participate which comply with the requirements set out in Article 9 be deemed not to be undertakings belonging to the group of the ECR in question.

Article 17. Temporary breaches of the limits established in investments.

1. Temporary non-compliance with the investment ratio:

(a) The percentage provided for in Article 13.3 may be breached by ECR during the following periods:

1. º For the first three years from your enrollment in the corresponding National Securities Market Commission record.

2. º For twenty-four months, to be counted since a computable disinvestment occurs in the mandatory coefficient that causes its non-compliance, as long as there is no prior default.

(b) Where an increase in capital is produced with the provision of new resources in an SCR or a new contribution of resources to the CRF, the percentage referred to in Article 13.3 may be broken for the following three years. the extension or the new contribution, although compliance with the coefficient prior to the said extension or contribution will be required. This time limit may be calculated for the SCR from the date of disbursement of the capital corresponding to the extension provided that the disbursement occurs within 6 months after the capital increase.

2. Where a capital decrease occurs in a self-managed SCR, the percentage provided for in Article 15 (f) may be broken for the three years following that decrease in capital.

3. Temporary non-compliance with the diversification coefficient:

(a) The percentage provided for in Article 16 may be breached by the ECR for the first three years, on the basis of its registration in the corresponding register of the National Securities Market Commission.

(b) In the case of return of contributions to members or partners, these percentages shall be computed taking into account the net worth existing before such repayment is made.

4. The National Securities Market Commission may, by way of exception, exempt from the percentages provided for in the preceding paragraphs of this Article or authorise the extension of the time limits referred to therein, at the request of the Commission. of the SCR or the management company, in the light of the market situation and the difficulty of finding projects to adequately cover the percentage mentioned.

Article 18. Computable asset and other limits on investments.

1. For the purposes of this Law, the accounting asset of the companies and venture capital funds shall be the result of adding the amount of equity, the participative loans received and the net latent capital gains of tax effect, with the adjustments to be made in accordance with paragraph 2.

2. The Minister of Economy and Competitiveness and, with his express rating, the National Securities Market Commission, will be able to adjust, specify and specify the accounting concepts that make up the computable asset collected in the previous section, as well. how to establish limitations on investment in certain types of assets or activities, a minimum liquidity ratio to be maintained, where appropriate, by the RCTs, and limits to the foreign funding that the RCTs can obtain.

3. In any event, RCTs may only invest in securitisations whose originator retains at least 5% and shall be subject to the limits on the securitisation positions provided for in Commission Delegated Regulation (EU) No 231/2013 of 19 December 2013. December 2012, supplementing Directive 2011 /61/EU of the European Parliament and of the Council as regards exemptions, general conditions for the exercise of business, depositaries, leverage, transparency and monitoring.

Article 19. Acquisition of shares in non-financial companies listed on regulated markets.

For the acquisition by the ECR of shares of non-financial undertakings which are listed on a regulated market other than those set out in Article 13.4 to be taken into account in the compulsory investment coefficient of the Article 13 (3) shall require the ECR or, where appropriate, its management company to obtain the exclusion of the contribution from the participating undertaking within 12 months of the taking of the holding. The National Securities Market Commission may authorise the extension of this deadline at the request of the SCR or the management company, taking into account technical or market demand difficulties that make the exclusion economically unviable.

Section 3-Investment arrangements of venture capital institutions

SME

Article 20. Venture capital entities-SME.

ECR-Pymes must comply at all times with the requirements set out in Section 1 and, in particular, the investment scheme provided for in this Section. They shall also establish an advisory relationship with their participating entities.

Article 21. Mandatory investment coefficient of ECR-Pymes.

1. The ECR-Pymes will bring their investment policy into line with the criteria laid down in their statutes or management regulations. Investment policy shall be understood as defined in Article 12.

2. In any event, they shall maintain at least 75% of their computable assets, as defined in accordance with Article 18, in the following financial instruments which provide financing to undertakings which are the subject of their activity:

(a) Shares or other securities or financial instruments that may entitle the subscription or acquisition of such shares and shares in the capital.

b) Participatory loans.

(c) Hybrid financial instruments provided that the profitability of such instruments is linked to the profits or losses of the company and that the recovery of the principal in the event of a contest is not fully insured.

(d) Debt instruments with or without a guarantee of companies in which the ECR-Pyme already has a stake through one of the instruments of the preceding letters.

e) Shares or units in other ECR-Pymes incorporated under this Act.

3. The companies which are the subject of ECR-Pyme activity must meet the following requirements:

(a) Which, at the time of the investment, are not admitted to trading on a regulated secondary market or multilateral trading system.

b) That, at the time of the investment, have fewer than 250 employees.

(c) That at the time of the investment, either its annual asset does not exceed EUR 43 million, or its annual turnover does not exceed EUR 50 million.

d) That is not a collective investment institution.

e) That is not a financial or a real estate company.

(f) which are established in Member States of the European Union or in third countries, provided that that third country is not on the list of non-cooperating countries and territories established by the Financial Action Group International on the Money Laundering and has signed with Spain an agreement to avoid double taxation with an information exchange clause or an agreement to exchange information in tax matters.

4. The mandatory investment coefficient shall be met at the end of each social year.

Article 22. Coefficient of free disposal of ECR-Pymes.

The remainder of the asset not subject to the required investment coefficient determined in the previous article may be maintained at:

a) Fixed income securities traded on regulated markets or on organized secondary markets.

(b) Capital shares of companies other than those that are the subject of their activity under Article 21.3, including shares in Collective Investment Institutions, in ECR other than ECR-Pyme and in EICC.

c) Cash. In those cases where periodic repayments are provided for or regulated in the form of periodic repayments, it shall be part of the liquidity ratio, together with the other particularly liquid assets specified by the Minister for Economic and Financial Affairs, or, with his express delegation, the National Securities Market Commission.

(d) Financing of any kind to undertakings which form part of their principal social object as defined in Article 9.

e) In the case of self-managed SCR-Pyme, up to 20 percent of its share capital, in immobilized assets necessary for the development of its activity.

Article 23. Group limitations and diversification of investments by ECR-Pyme.

ECR-Pyme will not be able to invest more than 40 percent of its computable asset at the time of the investment in the same company, nor more than 40 percent in companies belonging to the same group of companies, understanding itself that defined in Article 42 of the Trade Code.

Article 24. Temporary defaults on investments.

A failure to comply with the percentages provided for in Articles 21.2, 22.e) and 23 shall apply to them the rules laid down in Article 17.

Article 25. Other limits to investments.

1. The Minister of Economy and Competitiveness and, with his express rating, the National Securities Market Commission may establish limitations on investment in certain types of assets or activities, set a minimum liquidity ratio to maintain, where appropriate, by ECR-Pyme, to determine the accounting concepts of the accounting asset, i.e. the asset of the ECR-Pymes for the purpose of calculating the percentages provided for in the preceding Articles, and to set limits for the Foreign funding that can be obtained by ECR-Pyme.

2. In any case, ECR-Pymes may only invest in securitisations whose originator retains at least 5% and shall be subject to the limits on the securitisation positions provided for in Delegated Regulation (EU) No 231/2013 of the Commission of December 19, 2012, supplementing Directive 2011 /61/EU of the European Parliament and of the Council as regards exemptions, general conditions for the exercise of activity, depositaries, leverage, transparency and monitoring.

CHAPTER III

Legal regime of venture capital companies

Article 26. Definition and legal status.

1. SCR are risk capital entities that are the form of public limited liability companies. They may carry out the activities set out in Articles 9 and 10 themselves or through an SGEIC.

2. The SCR will be governed by the provisions of this Law and, as not foreseen by it, by the Recast Text of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of July 2.

3. The minimum subscribed capital shall be EUR 1,200,000 (EUR 900,000 in the case of ECR-Smes), with a payment of at least 50% and the remainder at the time of the establishment of the ECR-Pyme at one or more times within the three-year period. from the constitution of society. The minimum social capital disbursements shall be made in cash, in eligible assets for the investment of the RCTs, in accordance with Articles 13 and 14 or in assets that integrate their fixed assets.

Additional disbursements to the minimum social capital or its subsequent extensions may be made in addition to cash, fixed assets or assets eligible for investment, as referred to in Articles 13 and 14.

4. Shares in the share capital shall be represented by securities, in which case they shall be nominative, or in the form of a note.

5. The issuance of shares of classes other than the general of the company shall be permitted, provided that any preferential treatment received by its holders and the conditions for access to such treatment are adequately reflected in the statutes of the company. society.

6. In addition to the specifications provided for in the Recast Text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010 of 2 July, the investment policy will be collected in accordance with the provisions of the Law of Capital Companies. Article 12, as well as the possibility of delegating the management of investments as provided for in Article 29.

Article 27. Valuation of the equity and determination of the liquidative value.

1. The value of the equity of the SCR shall be the result of deducting from the sum of its actual assets the creditor accounts, determining the value of the assets and those according to the criteria to be determined by the Minister for Economic and Competitiveness or Express rating, the National Securities Market Commission.

2. The value of each share shall be the result of dividing the net worth attributed to each series by the number of shares outstanding.

Article 28. Transformation, merger, division and other corporate operations.

The transformation, merger, division and other corporate operations that an SCR carries out, or which lead to the creation of an SCR, shall be notified to the National Securities Market Commission in accordance with Article 8. If the self-managed SCR is treated, a modification of the conditions of authorisation shall be communicated in accordance with Article 52.

If it is necessary to establish an equation for the exchange of the merger, it shall be based on the procedure defined in the statutes of the company to carry out the merger and the exchange equation.

Article 29. Management delegation.

1. The SCR may collect in its social statutes the possibility that the management of its assets, subject to the agreement of the general meeting or, by its delegation, of the management board, shall be carried out by an SGEIC or an SGIIC, or an entity empowered to provide the investment service referred to in Article 63.1 (d) of Law 24/1988 of 28 July.

The eventual agreement will be elevated to public deed and registered in the Commercial Registry and in the corresponding administrative register. This agreement shall not exempt the management bodies of the company from any of the obligations and responsibilities imposed on them by the rules in force.

2. The designation of the management company shall be effective from the moment of registration in the administrative register of the eventual agreement of the general meeting or, by its delegation, of the board of directors.

CHAPTER IV

Legal regime of venture capital funds

Article 30. Definition and legal status.

1. The FCR are separate assets without legal personality, belonging to a plurality of investors, whose management and representation corresponds to a management company, which exercises the powers of domain without owning the fund. Its main and complementary activities are those envisaged, in general, for the risk-capital institutions as defined in Articles 9 and 10, and it is for the management company to carry out its activities.

2. The condition of participation is acquired through the realization of the contribution to the common fund.

Article 31. Heritage.

1. The minimum committed assets of the FCR, at the time of their establishment, shall be EUR 1,650,000.

2. Contributions to the initial and subsequent assets of the assets shall be made in cash or assets eligible for investment under Articles 13 and 14, provided that the fund management rules provide for the procedure and the conditions, including the procedure for the valuation of the assets provided, under which the contributions in kind may be made.

3. The equity of the FCR shall be made up of contributions made by unit-holders and returns where they have not been distributed. Members shall not be liable for the debts of the fund but up to the limit of the fund's assets. The equity of the fund shall not be liable for the debts of the unit-holders or the management companies.

4. The equity shall be divided into units which shall confer on the holder a right of ownership over the estate. The shares shall not have a nominal value, shall have the status of marketable securities and may be represented by registered certificates or by means of a note.

The value of each holding shall be the result of dividing the equity of the fund by the number of units in circulation, adjusted, where appropriate, to the economic rights corresponding to the holding class, assessing that according to the criteria established by the Minister of Economy and Competitiveness or, with his express rating, the National Securities Market Commission.

It will be possible to issue shares with characteristics other than general shares of the fund provided that this possibility, the characteristics of such holdings and the possible conditions for their access are adequately reflected in the fund's rules of procedure.

Article 32. Constitution of the fund.

1. The fund shall be constituted by the pooling of eligible cash or assets, as set out in Article 31.2, which shall integrate its assets.

2. The contract of incorporation may be concluded in public or private documents, and must be expressly stated in it:

a) The name of the fund.

(b) The object, limited exclusively to the activities referred to in Articles 9 and 10.

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

d) The name and address of the management company.

e) The fund management regulation.

Article 33. Content of the fund management regulation.

The FCR management regulation shall include at least the following:

a) The duration of the fund, if any.

(b) The scheme for the issuance and redemption of the units, including, where applicable, the number of reimbursements that are guaranteed, periodicity of the units, and pre-notice arrangements, if any.

c) The duration of the subscription and refund ban, if any.

(d) The periodicity with which the value of the units shall be calculated for subscription and redemption purposes.

e) Rules for the administration, management, and representation of the fund.

f) Determination and form of distribution of results.

g) Requirements for amendment of the contract of incorporation, and of the management regulation.

h) Supposed and necessary mechanisms for the replacement of the management company.

i) Suppositions and mechanisms necessary for the merger, dissolution and liquidation of the fund.

j) Types of remuneration of the management company.

k) The investment policy referred to in Article 12.

l) The result distribution policy.

Article 34. Subscription and redemption arrangements for the units.

1. The management company shall issue and refund the shares in the fund in accordance with the conditions laid down in its management regulation.

2. The management company may, on behalf of the issuer, manage the subscription and redemption of shares in FCR, as well as for the account of its transmission, and may, in the latter case, receive a commission agreed with the seller. In any case, it will be done according to the rules of each fund.

Article 35. Administration.

1. The management and administration of the CRF shall be governed by the provisions of the management rules of each fund, with such activity necessarily falling within an SGEIC, or an SGIIC with the requirements laid down in the latter case in this case. Law.

2. Under no circumstances may the acts and contracts made by the company managing the fund with third parties be contested in the exercise of the powers conferred on it in accordance with the provisions of this Law, alleging defects in the powers of the Administration and disposition.

Article 36. Merge.

1. FCR may be merged either by absorption or by the creation of a new fund.

2. The merger shall require the prior agreement of the managing companies of the funds to be merged.

Article 37. Dissolution and liquidation.

1. The fund shall be dissolved, the settlement period being opened accordingly, for the completion of the term or the term, or for the reasons set out in its rules of management of the fund and, in any event, provided that the end of its term of office is terminated. manager without another taking over the management. The management regulation shall contain the mechanisms for the adoption of the dissolution agreement as well as the rules for the dissolution and liquidation of the fund. The dissolution agreement must be immediately communicated to the National Securities Market Commission, which will proceed to its publication, and must be communicated immediately to the members.

2. Once the settlement agreement of the fund is adopted, the settlement period is opened, the rights to subscribe to the shares are suspended. The settlement of the fund shall be carried out by its management company or by any other entity designated in accordance with the fund management regulation.

3. The management company will proceed with the utmost diligence and in the shortest possible time to dispose of the values and assets of the fund and to satisfy and receive the credits. Once these operations have been carried out, they shall draw up the relevant financial statements and determine the positive balance to be attributed to the persons or entities to be charged in accordance with the rules governing the management of the background.

Before the preparation of the financial statements, the liquidator, appointed in accordance with the provisions of the preceding paragraph, may distribute the cash obtained in the disposal of the assets of the fund, as defined in the (a) a proportional settlement between all the members of the fund, provided that they have satisfied all the creditors or have entered the amount of their claims due.

4. Derogations from the rule in the previous paragraph may be laid down in the Fund's management regulation to allow the balance to be allocated in kind, provided that the market value is valued.

5. The financial statements must be audited in the manner provided for in this Law. The balance sheet and profit and loss account shall be reported as significant information to creditors.

6. After the period of one month from the date of the communication referred to in the preceding paragraph without any complaints being made, the balance shall be distributed in accordance with the provisions of the Regulation. management.

7. In the event that there have been complaints, the judge or the competent court will be at the disposal.

8. Once the total distribution of the assets has been made, the management company of the fund will request the cancellation of the fund in the National Securities Market Commission register.

CHAPTER V

Legal framework for closed-type collective investment entities, European venture capital funds and European social entrepreneurship funds

Article 38. Legal status of the SICC and the IFCs.

1. The arrangements applicable to SICC and IFRC shall be that established for SCR and FCR, respectively, with the specialities listed in the following paragraphs.

2. The minimum capital requirements laid down in Articles 26.3 and 31.1 shall not apply to the SICC and to the IFCs, respectively.

3. The final indent of Articles 26.1 and 30.1 respectively shall not apply to the SICC and to the FICCs, respectively, in relation to the subject matter and the accompanying activities.

4. Contributions for the initial and subsequent constitution of the IFRC's assets shall be made exclusively in cash.

5. In any event, the EICC may only invest in securitisations whose originator retains at least 5% and shall be subject to the limits on the securitisation positions provided for in Commission Delegated Regulation (EU) No 231/2013 of 19 December 2013. December 2012.

Article 39. Legal regime of European venture capital funds.

1. Entities wishing to use the designation 'FCRE' in connection with their placing on the market in the European Union shall be subject to the rules laid down in Regulation 345/2013 of the European Parliament and of the Council of 17 April 2013 on the European venture capital funds.

2. The name 'European Venture Capital Funds' or its abbreviation 'FCRE' shall be reserved for the institutions incorporated under the Regulation referred to in the preceding paragraph and entered in the administrative register which has the effect on the National Securities Market Commission. For these purposes, the provisions of Article 11 shall apply to them.

Article 40. Legal status of European Social Entrepreneurship Funds (EuSEF).

1. Entities wishing to use the designation 'EuSEF' in relation to their placing on the market in the European Union shall be subject to the rules contained in Regulation (EU) No 346/2013 of 17 April 2013 of the European Parliament and of the Council on European social entrepreneurship funds.

2. The name 'European Social Entrepreneurship Fund' or its abbreviation 'EuSEF' shall be reserved for the institutions incorporated under the Regulation referred to in the preceding paragraph and entered in the administrative register which has the effect of on the National Securities Market Commission. For these purposes, the provisions of Article 11 shall apply to them.

TITLE II

Managing companies of closed-type collective investment entities

CHAPTER I

Accessing the activity

Article 41. Concept and social object.

1. SGEICs are public limited companies whose social object is the management of investments of one or more ECRs and EICC, as well as the control and management of their risks.

2. Each ECR and EICC will have a single manager that will be an SGEIC. In the case of SCR and SICC, the company itself may act as a management company, if the governing body of the company decides not to appoint an external manager. In this case they will be subject to the SGEIC scheme provided for in this Act, with the exception of those cases where the law provides for a different regime for these self-managed societies.

3. The SGEIC will be responsible for ensuring compliance by the entities it manages as provided for in this Act.

In cases where an SGEIC cannot guarantee that the entity it manages, or an entity in which it has delegated, complies with the provisions of this Law, it shall immediately inform the National Securities Market Commission and, in the the extent to which it is appropriate, to the competent European Union authorities on the investment entity concerned. The National Securities Market Commission will require the SGEIC to take the necessary steps to return to compliance with the obligations set out in this Law.

If, despite the adoption of the above measures, the situation of non-compliance is maintained, the National Securities Market Commission will require the cessation of its management activity of the defaulting entity or, if applicable, immediately inform the competent authorities of the host Member State of the management company. In such cases, as in the case where the defaulting entity is a closed-rate investment entity established in a non-Member State of the European Union managed by a management company established in a non-Member State of the Union European, the investment entity may not continue to be placed on the market in the European Union.

4. The SGEIC will be governed by the provisions of this Law and, as not foreseen by it, by Law 35/2003, of 4 November, and by the Recast Text of the Law of Companies of Capital, approved by the Royal Legislative Decree 1/2010, of 2 July.

Article 42. Activity access requirements.

1. No managing company may manage one or more ECRs or EICC unless it has been authorised to do so in accordance with the provisions of this Act.

2. SGEIC shall at all times comply with the conditions for the authorisation and provide the National Securities Market Commission with the information necessary to verify that compliance.

3. SGEICs shall be authorised to perform at least the management of investment and control portfolio management and risk management functions with respect to the ECRs, EICC, FCRE and EuSEF that they manage, without prejudice to the possibility of delegation in Article 65.

4. SGEICs may additionally perform the following functions with respect to the RCTs or EICC that they manage or, in the framework of a delegation, with respect to other ECR or EICC:

a) The administration of the entity, comprising:

1. Legal Services and Accounting,

2. treatment of client queries,

3. valuation and determination of the liquidative value, including the application of the corresponding tax regime,

4. Control of compliance with applicable regulations,

5. number of shareholders or shareholders ' registration,

6. Distribution of yields, if any,

7. subscription and redemption of shares, and acquisition or disposal of shares,

8. settlement of contracts including issue of certificates, and

9. number of records teneduria.

b) The marketing of the entity.

c) Activities related to the assets of the institution, 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 entity and of the companies and assets in the that you have invested.

5. Self-managed SCR (s) and self-managed SICC (s) shall not be able to carry out the related activities in the previous two paragraphs with respect to other entities. They shall also not be able to carry out the activities provided for in Article 43.1.

Article 43. Ancillary services.

1. As ancillary services, the SGEIC may perform the following:

(a) Discretionary management of investment portfolios, including those owned by pension funds and pension funds under Article 19 (1) of Directive 2003 /41/EC of the European Parliament and of the European Parliament and of the European Union the Council of 3 June 2003 on the activities and supervision of pension funds for employment, in accordance with the mandates given on a discretionary basis and individualised by investors. In this case, the manager will not be able to invest either the whole or part of the client's portfolio in the entities it manages, unless prior general consent of the client.

b) Investment advice.

c) Custody and management of shares and shares of ECR or EICC, and where applicable, of FCRE and EuSEF.

d) Receiving and transmitting client orders in relation to one or more financial instruments.

2. They shall apply to SGEICs which are authorised to provide the ancillary services provided for in paragraph 1, the rules laid down in Law 24/1988 of 28 July 1988 on the Securities Market and its implementing provisions. In particular, they shall apply to them, with the specialities which may be laid down in regulation, Articles 70b, 70c, 78, 78a, 79, 79a, 79b and 79c of Law 24/1988 of 28 July.

3. The SGEIC shall accede to the Investment Guarantee Fund in the event that it provides investment services as provided for in paragraph 1. Accession must take place before the start of the activity. In any event, the provisions of Royal Decree 948/2001 of 3 August 2001 on investor compensation schemes and their development provisions will be applicable.

Article 44. Prohibited activities.

SGEIC will not be authorized to:

a) To exclusively provide the services mentioned in the previous article.

(b) To provide the ancillary services referred to in points (b) to (d) of paragraph 1 of the previous Article, if it does not provide the services referred to in point (a) of that paragraph.

(c) Carry out the activities referred to in Article 42 (4) only.

d) Perform the portfolio management function referred to in Article 42 (3) if it does not also perform the risk management function referred to in that paragraph, and vice versa.

Article 45. Request for authorization.

1. In order to carry out their activities, Spanish SGEICs and Spanish self-managed SCRs or SICC must obtain the authorization of the National Securities Market Commission, be constituted by public deed and register in the Commercial Registry and in the corresponding administrative register of the National Securities Market Commission.

The authorization request must include the following information:

a) Information about persons holding management and management positions in the managing company, or self-managed SCR or SICC.

(b) Information on the identity of the partners or members of the managing company, or self-managed SCR or SICC, whether direct or indirect, natural or legal persons, holding significant holdings, understood in the the meaning of Article 69.1 of the Law 24/1988 of 28 July 1988 on the Stock Market and on the amount of such shares.

(c) The draft statutes and an activity programme setting out the organisational structure of the managing company, or self-managed SCR or SICC, with information on the way in which the company intends to comply with the the obligations imposed on it by this Law and a relationship of technical and human activities and means.

(d) Information on the provisions adopted for the delegation and sub-delegation of functions to third parties, as provided for in Article 65.

e) Information on 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 group of (a) remuneration of the above, which must be in accordance with a rational and efficient risk management, so as not to lead to risk-taking incompatible with the risk profile of the ECRs or EICC which they manage, in accordance with the provided for in Article 60.

2. For the purposes set out in this Law, senior managers shall be considered to be persons who hold positions of management or management in the management company, the administrators of the management company or members of their collective bodies. administration, as well as its directors-general and assimilated, by means of such persons who develop in the institution functions of senior management under the direct dependence of their administrative or executive committee or Delegates of the same.

3. The Spanish SGEICs and self-managed Spanish SCRs or SICC applying for authorisation shall also submit to the National Securities Market Commission the following information in relation to the ECRs and EICC that they intend to manage:

(a) Information on investment strategies, including the types of underlying funds and management company policy in relation to the use of leverage, as well as risk profiles and other characteristics of the entities it manages or intends to manage, with information on the Member States or third countries on whose territory they are established or is intended to be established.

b) Information about the place where the principal entity is established if the entity that you plan to manage is a subordinate entity.

(c) The rules or instruments of incorporation of each entity that is intended to be managed by the management company.

(d) Information on the provisions adopted for the appointment of the depositary in accordance with Article 50 for each of the entities to be managed by the management company.

(e) Any additional information referred to in Article 68 in relation to each of the entities managing or planning to manage the management company.

f) Where appropriate, the contract of delegation of the management of the SCR and SICC.

4. Regulation shall be determined when an entity has the consideration of a subordinate entity.

Article 46. Resolution of the authorization.

1. The resolution of the authorization of the National Securities Market Commission, which in any case shall be motivated, shall be notified within three months of the filing of the application or the day on which the documentation is completed. required.

This period may be extended by a reasoned resolution within three months when deemed necessary due to the specific circumstances of the case and the SGEIC is notified in advance. If that period elapses without express resolution, the application for administrative silence may be deemed to be considered, with the effects provided for in Law 30/1992 of 26 November of the Legal Regime of the General Administration and of the Common Administrative Procedure.

2. The decisions given by the National Securities Market Commission in exercise of the power of authorization attributed to it by this article shall end the administrative path.

3. The National Securities Market Commission shall inform the European Securities and Markets Authority, on a quarterly basis, of the authorisations granted or revoked under this Title.

Article 47. Management companies of Collective Investment Institutions.

1. The ECR and EICC may also be managed by SGIIC in accordance with Law 35/2003 of 4 November of Collective Investment Institutions.

2. The SGIICs shall be governed, as regards the management of ECR or EICC, by the provisions of this Law for SGEICs.

3. The SGIICs intending to manage ECR or EICC shall submit the following documentation to the National Securities Market Commission:

a) Request for authorization to modify your social statutes.

(b) A descriptive report containing the information referred to in Article 45.3 in relation to all the ECRs or EICC that it intends to manage and in which compliance with the requirements of Article 48 is established.

Article 48. Requirements for the authorization.

The SGEIC must meet the following requirements:

a) Contar with an initial social capital and additional own resources as follows:

1. The initial minimum social capital, fully disbursed, shall be:

i) 300,000 euros in the self-managed SICC case.

ii) EUR 125,000 in the case of SGEIC.

2. In addition, when the total value of the managed portfolios exceeds EUR 250 million, the managing companies must increase own resources. This additional amount of own resources shall be equal to 0,02% of the amount in which the value of the portfolios of the managing company exceeds EUR 250 million. However, the sum payable on the initial capital and the additional amount shall not exceed EUR 10 million.

For the purposes of the preceding paragraph, all portfolios of entities covered by this Act managed by it shall be considered to be portfolios of the management company, including in the case of entities in connection with the the management company has delegated one or more functions in accordance with Article 65. However, any portfolio of investment entities that the managing company manages by delegation from another management company shall be excluded.

When the SGEIC carries out any of the activities referred to in Articles 42.4.b) and 43.1, it shall apply the own resources requirements in respect of those activities provided for in Law 35/2003 of 4 November.

The additional amount of own resources referred to in the preceding paragraphs may be covered by up to 50% with a guarantee for the same amount of a credit institution or an insurance institution.

In no case, the own resources of the SGEICs may be less than a quarter of the cost of the structure of the preceding year.

The minimum own resources required in accordance with this paragraph and paragraph 1., including the additional own resources provided for in the following paragraph, shall be invested in liquid or readily convertible assets. in short-term cash and will not include speculative positions. The rest of the own resources may be invested in any assets appropriate for the fulfillment of their social purpose, among which the entities provided for in this Law will be found, provided that the investment is made on a basis of permanence.

The definition of the own resources of the SGEIC will be applicable to the provisions of Law 35/2003, of 4 November, of the Collective Investment Institutions and their development regulations.

The Minister of Economy and Competitiveness or, with his express rating, the National Securities Market Commission, will be able to develop, as appropriate, the own resources regime and the solvency rules of the SGEIC. The scheme may take into account the volume and risk of the managed assets. They may also establish the form, periodicity and content of the information to be sent to the National Securities Market Commission in relation to those obligations.

3. In order to cover the possible risks arising from professional liability in relation to activities that the SGEIC can perform, and self-managed SCR or SICC must:

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

Appropriate additional own resources shall be understood to cover the potential risks arising from professional liability in the case of professional negligence by 0,01 per cent of the managed assets.

ii) Or to subscribe to professional civil liability insurance to deal with liability for professional negligence that is in line with the risks covered.

For these purposes, the SGEICs shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

(b) Representative shares of the share capital may be represented by means of nominative securities or by means of an account.

(c) It shall have a good administrative and accounting organization, as well as with human and technical means, including computer security mechanisms and internal control and management procedures, risks, procedures and organs for the prevention of money laundering and rules of conduct, appropriate to the characteristics and the volume of their activity.

(d) It shall have an internal rules of conduct as well as, inter alia, rules governing the personal transactions of its employees or the holding or management of investments in order to invest for its own account, ensure at least that each transaction related to an ECR or EICC can be reconstructed in respect of its origin, the participants, its nature and the time and place in which it has been carried out, and that the assets of the ECR or EICC managed by the management company to be invested in accordance with the regulation or the statutes of the ECR or EICC and the legal regulations in force.

e) Your board of directors shall be composed of at least three members and their directors, as well as their general and assimilated directors shall have a recognized commercial, business or professional good repute.

Concurrability in those who have been showing a personal, commercial and professional conduct that does not cast doubt on their ability to perform a sound and prudent management of the entity. In order to assess the concurrency of good repute, all available information must be considered according to the parameters to be determined.

f) The majority of the members of its board of directors, or its executive committees, as well as all delegated and general directors and directors shall have adequate knowledge and experience in financial or business management matters. It shall be presumed that they have adequate knowledge and experience for these purposes who have performed, for a period of not less than three years, tasks of senior management, management, control or advisory of financial institutions or of the undertakings included in Article 7, or functions of high administration and management in other public or private entities.

g) Partners in the management company holding significant holdings, understood within the meaning of Article 69.1 of the Law 24/1988 of 28 July, of the Securities Market must be suitable, taking into account the need to ensure sound and prudent management of the management company.

(h) The central government and the registered office of the management company must be located in Spain.

Article 49. Consultation of the supervisory authority of another Member State of the European Union.

The authorisation of an SGEIC shall be the subject of prior consultation with the supervisory authority of the relevant Member State of the European Union where one of the following circumstances is present:

(a) that the managing company is a subsidiary of another managing company authorised in accordance with Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulatory and administrative matters relating to undertakings for collective investment in transferable securities or Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 on an investment firm, an entity of credit or an insurance or reinsurance undertaking authorised in another Member State of the European Union.

(b) The management company is a subsidiary of the parent undertaking of another managing company authorised under Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 or Directive 2011 /61/EU of the European Parliament European Union and the Council of 8 June 2011 of an investment firm, a credit institution or an insurance or reinsurance undertaking authorised in another Member State of the European Union.

(c) The management company is under the control of the same natural or legal persons as another managing company authorised under Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009, or the Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 on investment services, credit institutions or insurance or reinsurance undertakings authorised in another Member State.

Article 50. Depositary.

SGEICs shall designate a depositary for each ECR or EICC that they manage whenever their assets under management exceed the thresholds set out in Article 72.1 or when they act in accordance with Article 72.5 or 72.6.

The designated depositary shall be subject to the legal and liability regime provided for in Law 35/2003 of 4 November of the Collective Investment Institutions and its implementing rules.

Article 51. Specific powers of authorization of the National Securities Market Commission.

1. The National Securities Market Commission may grant the authorisation by restricting its scope and scope, in particular with regard to investment strategies of investment entities which the management company will be authorised to manage.

2. The National Securities Market Commission shall refuse authorisation if any of the following factors prevent it from effectively exercising its supervisory functions:

(a) The existence of close links between the management company and other natural or legal persons.

b) the laws, regulations or administrative provisions of a non-member State of the European Union governing the natural or legal persons with whom the investment company maintains close links; or difficulties that the implementation of these provisions could generate for the development of the supervisory function.

Article 52. Modifications to the authorization conditions.

1. The SGEIC shall notify the National Securities Market Commission for authorisation, before making it effective, any significant modification of the conditions for granting the initial authorisation, and in particular the amendments thereto. significant of the information provided in accordance with Article 45.1.

2. The application for authorisation of the statutory amendments of the managing companies which have been authorised in the field of this Law may be made, on a conditional basis, by the administrators prior to the approval by the board. general of shareholders.

3. They shall not require prior authorization, although they shall be communicated to the National Securities Market Commission for their constancy in the corresponding register, amendments to the social statutes of such management companies. which have as their object:

a) Change of domicile within the national territory, as well as the change of denomination.

b) Incorporation of those legal or regulatory precepts of an imperative or prohibitive nature.

c) Compliance with judicial or administrative decisions.

d) Capital increases from reserves and money.

(e) Those other amendments for which the National Securities Market Commission, in response to prior consultation or by a general decision, has deemed the authorization procedure unnecessary for its minor relevance.

4. The changes taking place within the management board of the management companies, and the changes of its directors general and assimilated, shall be notified to the National Securities Market Commission with the form and content of the it is determined.

5. The decision in the cases referred to in this Article shall be notified to the persons concerned within one month of the submission of the application or from the time the documentation has been completed. This period may be extended by one month where it is deemed necessary and the SGEIC is notified in advance. If that period elapses without the express decision being made, the application for administrative silence may be deemed to be considered, with the effects provided for in Law 30/1992 of 26 November.

Article 53. Revocation.

1. The authorisation granted to SGEIC may be revoked by the National Securities Market Commission in the following cases:

(a) For failing to comply with any of the conditions established to obtain authorization and to exercise the activity as provided for in this Law. However, where the own resources of a management company fall below the limits laid down, the National Securities Market Commission may, by way of exceptional and reasoned reasons, grant a period of not more than six months for the purposes of the situation is corrected or the activities of the management company cease.

b) By the express waiver of the authorization, regardless of whether it is transformed into another entity or agrees to its dissolution.

c) For having obtained the authorization based on false statements or omissions or otherwise irregular means.

(d) Where there are substantiated and substantiated reasons that the influence exercised by persons holding significant participation in an SGEIC may result to the detriment of the sound and prudent management of the SGEIC, seriously damaging your financial situation.

e) If the opening of a bankruptcy procedure with respect to the management company is agreed.

f) When any of the causes of forcible dissolution provided for in Article 363 of the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010, of 2 July.

g) When derived from a penalty imposed as provided for in this Act.

h) When for a period exceeding one year, the activity is not carried out in its social object. In the case of SGEICs, this will be understood to occur when such a period elapses without managing an ECR or an EICC.

i) The serious and systematic breach of obligations in relation to the conduct of the records of members or shareholders.

(j) Non-compliance for three months of the obligations under the Investment Guarantee Fund provided for in Title VI of Law 24/1988 of 28 July of the Securities Market.

k) When the audit report of the annual accounts has been issued with an opinion denied.

(l) Where the provisions laid down in this Law or in the other rules governing the legal status of SGEICs are seriously or systematically infringed.

2. The revocation procedure shall be initiated on its own initiative or at the request of a party and shall be resolved within six months of its commencement. If, at the end of that period, no decision has been taken, the effects provided for in Article 44 of Law No 30/1992 of 26 November 1992 shall be produced. Revocation of the authorisation shall entail the exclusion of the relevant administrative register.

3. When an SGEIC, a self-managed SCR or a self-managed SICC agrees to its forced dissolution by any of the causes provided for in Article 363 of the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010, of 2 July, the authorisation shall be revoked. Such an agreement shall be notified to the National Securities Market Commission, which shall eliminate the registration of that company from the corresponding administrative records. The same shall be understood when the entity has expressly waived the authorisation, following the same formalities.

4. The revocation procedure shall be governed by the provisions of Article 50 of Law 35/2003 of 4 November of Collective Investment Institutions.

Article 54. Expiration of the authorization.

1. The authorisation shall be revoked where, within 12 months of its date of notification, the specific activities of the social object of the management company for reasons attributable to it are not started.

2. The National Securities Market Commission shall expressly declare the expiration in accordance with the procedure to be regulated.

Article 55. Waiver of authorization.

The waiver of the authorization of the management company, regardless of whether it is transformed into another management company or agrees to its dissolution, must be communicated to the National Securities Market Commission, which will expressly accept unless there are reasonable grounds to consider that the cessation of activity may cause serious risks to the stability of the market.

Article 56. Suspension.

1. The authorisation granted to an SGEIC, a self-managed SCR or a self-managed SICC may be suspended, in whole or in part, by the National Securities Market Commission, by means of a revocation procedure, when they are infringed in a manner (a) serious or serious infringement of the provisions laid down in this Law or in the event of an opening of a criminal case. The partial suspension will affect some of the activities or the extent to which they were authorized.

2. The suspension procedure shall be governed by the provisions of Articles 51 and 52 of Law 35/2003 of 4 November of Collective Investment Institutions.

Article 57. Replacement of managers.

1. SGEIC may request its replacement by a request made with the National Securities Market Commission and jointly with the new management company in which it is willing to accept such functions.

2. The members or shareholders of the ECR or EICC may request, in accordance with the terms and procedure laid down in their rules or statutes, the replacement of the management company to the National Securities Market Commission whenever submit a replacement that is willing to accept such functions.

3. In the event of a declaration of competition from the management company, the insolvency administration shall request the change in accordance with the procedure described in the previous paragraph. The National Securities Market Commission may agree to such a replacement, either, where it is not requested by the insolvency administration, giving immediate notice of it to the judge of the contest, or, in the event of a cessation of activity by any cause. If the new manager is not accepted within one month, the managed FCR and FICC shall be dissolved.

4. The effects of the replacement shall be produced from the time of the registration of the statutory or statutory amendment in the National Securities Market Commission.

Article 58. Record.

1. The National Securities Market Commission will maintain the following public records:

(a) Registration of management companies of closed-type investment entities.

b) Registration of venture capital companies.

c) Registration of venture capital funds.

d) Registration of collective investment companies of a closed type.

e) Register of collective investment funds of type closed.

f) Registration of venture capital funds Sme.

g) Registration of venture capital companies Pyme.

h) Registration of brochures and annual reports.

i) Registration of European venture capital funds.

j) Registration of European Social Entrepreneurship Funds.

k) Registration of entities performing the valuation function.

l) Registration of foreign management companies operating in Spain.

m) Registration of foreign entities marketing in Spain.

n) Register of relevant facts.

2. The names referred to in paragraph 1 and their abbreviations shall be reserved for entities authorised or registered under this Law.

CHAPTER II

Activity Terms of Activity

Section 1. Operating and Organization Requirements

Article 59. General principles.

1. SGEICs shall be subject to the following principles in the exercise of their activity:

a) They shall act in the interests of the members or shareholders and the integrity of the market in the investments and assets they manage, in accordance with the provisions of this Law and European regulations.

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

(c) You must have the necessary resources and procedures to effectively carry out your business activity.

(d) Take all measures reasonably expected to avoid conflicts of interest and, where they cannot be avoided, to detect, manage and control and, if appropriate, disclose such conflicts of interest to the end to prevent them from harming the interests of investment entities and their investors and to ensure that the investment entities managing them receive equal treatment.

e) shall treat all investors in the investment entities that they manage in a fair manner. No investor in an investment entity may receive preferential treatment unless it is established in the regulations or instruments of incorporation of the investment entity concerned.

2. For these purposes, the SGEIC shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

3. In any event, the SGEIC shall be liable to the members or shareholders of all the damages that will cause them for the non-compliance with the obligations to which they are subject under this Law and in the regulations or statutes of the ECR or EICC that they manage.

Article 60. Policies and procedures related to the remuneration and incentive-setting system.

1. The SGEIC shall establish, for the categories of employees, including senior management, those responsible for taking risks and those exercising control functions, as well as any employee who receives a total remuneration that includes them in the same category. remuneration group that senior managers and those responsible for taking risks, whose professional activities have a significant impact on the risk profile of the investment entities they manage, policies and procedures Remuneration:

a) that are in accordance with rational and effective risk management, and

(b) to avoid taking risks that do not conform to the risk profiles, or to the regulation or the instruments of incorporation of the investment entities that they manage.

2. The SGEIC will be implementing the provisions of Law 35/2003 of 4 November, of Collective Investment Institutions and their development regulations in relation to the requirements to be met in respect of policies and practices. remunerative.

Article 61. Conflicts of interest.

1. SGEICs shall have and have effective administrative and organisational procedures in place to detect, prevent, manage and control conflicts of interest that may arise in order to prevent them from harming the interests of the ECR or EICC and its members or shareholders.

2. In particular, they shall take reasonable steps to identify conflicts of interest that may arise in the course of management activities:

(a) Between the management company, including its directors, employees or any person directly or indirectly linked to it by a control relationship, in the terms provided for in Article 42 of the Trade Code; and investment entities managed by them, or the unit-holders or shareholders of such entities.

(b) Between an investment entity managed by the management company or its unit-holders or shareholders and another investment entity managed by itself or its members or shareholders.

(c) Between an investment entity managed by the management company or its unit-holders or shareholders and other clients of the management company.

d) Between two clients of the management company.

3. The SGEIC shall separate, in its 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 shall assess whether the conditions under which it exercises its activities may involve any other significant conflicts of interest and shall communicate them to the unit-holders or shareholders of the entities it manages.

4. Where the organisational measures taken to detect, prevent, manage and control conflicts of interest do not ensure sufficient and reasonable certainty to prevent risks to the detriment of members of the public, or shareholders affected by such conflicts, the management company must, before acting on behalf of those shareholders, clearly disclose to them the nature or origin of the conflicts of interest and to develop appropriate policies and procedures to avoid these conflicts as well as the risks of injury.

For these purposes, the SGEICs shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

Article 62. Risk management.

1. SGEICs shall functionally and hierarchically separate the risk management functions of the operational units, including portfolio management.

2. The National Securities Market Commission, in the exercise of the supervisory and inspection powers conferred on it by this Law and the rest of the legal system, will control the functional and hierarchical separation of the management functions of the risk. This check shall be carried out in accordance with the principle of proportionality and shall verify in particular that specific safeguards against conflicts of interest allow for the independent performance of risk management activities and that the risk management process is consistent and effective.

3. The SGEIC shall establish appropriate risk management systems to identify, measure, manage and adequately monitor all relevant risks of the investment strategy of each ECR or EICC and to which it is or may be exposed. investment entity.

In particular, the SGEIC, when assessing the solvency of the assets of the ECR or EICC, will not depend exclusively or automatically 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. SGEICs shall, at least:

(a) implement a due diligence process for the analysis and assessment of appropriate investments, documented and updated in accordance with the investment strategy, objectives and risk profile of the ECR or EICC;

(b) ensure that the risks associated with each investment position of the ECR or EICC and its overall effect on the ECR or EICC portfolio can be determined, measured, managed and controlled correctly and permanently, in particular applying appropriate test resistance to boundary situations or extreme case simulations and

(c) ensure that the risk profile of the ECR or EICC corresponds to its dimensions, the structure of its portfolio and its investment strategies and objectives, as set out in the rules or instruments of incorporation of the ECR or EICC and in the brochures.

5. SGEICs shall establish a maximum level of leverage to which they may use for each ECR or EICC they manage, as well as the scope of the right to reuse collateral or collateral, taking into account in particular:

a) The type of ECR or EICC,

b) the investment strategy of the ECR or EICC,

(c) the sources of leverage of the ECR or EICC,

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 and

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

For these purposes, the SGEICs shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

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

Article 63. Liquidity management.

1. For each ECR or EICC that they manage, excluding non-leveraged funds, the SGEIC shall establish an appropriate liquidity management system and adopt procedures to enable it to control the liquidity risk of the ECR or EICC, with the to ensure that it can meet its present and future obligations in relation to the leverage it has been able to incur.

2. SGEICs shall periodically carry out appropriate tests of resistance to limit situations or simulations of extreme cases, both under normal and exceptional liquidity conditions, that allow them to assess the liquidity risk of the ECR or EICC, in consonance with the provisions of the previous paragraph.

For these purposes, the SGEICs shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

Article 64. Assessment.

1. SGEICs shall ensure that, for each ECR or EICC they manage, appropriate and consistent procedures are put in place that allow the correct and independent assessment of the assets of the ECR or EICC in accordance with this Article, with the legislation applicable and with the regulations or statutes of the ECR or EICC.

2. The rules applicable to the valuation of the assets and the calculation of the settlement value of the shares or units of the ECR or EICC shall be those laid down in the ECR or EICC rules or statutes, and in accordance with the criteria to be determined by the National Securities Market Commission.

3. The valuation procedures used shall ensure that the assets are valued and that the settlement value is calculated at least at an annual frequency, as well as whenever there is an increase or reduction in the capital of the ECR or EICC. Investors shall be informed of the valuations and calculations in the form set out in the regulation or statutes of the ECR or EICC in question.

4. SGEIC will ensure that the rating function performs:

(a) An external valuer, which shall be independent of the ECR or EICC, the management company and any other person who has close links with the ECR, EICC or SGEIC, or

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

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

5. When an external valuer is performing the valuation function, the SGEIC must be able to demonstrate that:

(a) the external valuer is subject to the obligation to register in a professional register recognised by law or to laws or regulations or regulations on professional

,

(b) the external valuer may provide sufficient professional guarantees of its ability to perform effectively the relevant valuation function in accordance with paragraphs 1, 2 and 3 of this Article; and

(c) the appointment of an external valuer meets the requirements of paragraph 1.a), (b), (e) and (f), paragraph 2, and Article 65 (b).

6. The appointed external valuer may not delegate its valuation function to a third party.

7. SGEICs shall notify the appointment of the external valuer to the National Securities Market Commission, which may require that another valuer be appointed if the conditions set out in paragraph 5 are not met or no longer fulfilled.

8. The valuation shall be performed impartially and with due diligence, attention and diligence.

9. Where the valuation function is not performed by an independent external valuer, the National Securities Market Commission may require the management of its valuation procedures and their valuations to be verified by a valuer. external or, if applicable, an auditor.

10. The SGEIC shall be responsible for the appropriate valuation of the assets of the ECR or EICC, for the calculation of the settlement value and for its publication. Therefore, the liability of the management company to the ECR or EICC and its investors will not in any event be affected by the fact that the management company has appointed an external valuer.

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

For these purposes the SGEIC shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

Section 2. Delegation of the functions of the SGEIC

Article 65. Delegation of functions.

1. SGEICs may delegate to third entities the exercise in their name of one or more of their functions, and shall satisfy the following conditions:

(a) The entire organisational structure of delegation should be justified for objective reasons, including the concrete increase in the effectiveness of the delegation in the exercise of its activity.

(b) The delegate shall have sufficient resources and have adequate human and material resources to perform the respective functions, as well as comply with the rules of conduct and control. Persons holding management and management positions shall have sufficient good repute and experience.

(c) If the delegation refers to portfolio management or risk management, it may be granted only to entities authorised or registered to manage assets and which are subject to prudential supervision. Where this condition is not possible, prior authorization from the National Securities Market Commission will be required.

The SGEIC may delegate its portfolio management or risk management functions to other SGEICs, in SGIIC regulated in Law 35/2003 of 4 November, in entities eligible to provide the investment service provided for in this Regulation. Article 63.1 (d) of Law 24/1988, of 28 July, or similar entities.

(d) Where this delegation is granted to an entity that is domiciled in a non-EU Member State, cooperation shall be ensured, through a written agreement, between the competent authorities of the European Union the source of the management and the supervisory authorities of the institution to which the management is delegated.

e) The delegation shall not prevent the effective supervision of the SGEIC from being carried out or prevent the management company from acting, or the ECRs or EICC being managed, in the interests of its investors.

(f) The SGEIC must be able to demonstrate that the delegate 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 for effectively controlling the delegated activity at all times, giving new instructions to the delegate at all times and revoking the delegation with immediate effect when this is in the interest of investors.

The SGEIC will submit the services provided by each of the delegates to a permanent evaluation.

2. The SGEIC will inform the National Securities Market Commission of the delegation agreements before they take effect.

3. 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 SGEIC or the investors of the ECR or EICC, unless that entity has functionally and hierarchically separated the performance of its management functions from the investments or risk management of other potentially conflicting functions, and that potential conflicts of interest are properly identified, managed, controlled and communicated to the investors of the ECR or EICC.

4. The liability of the management company to the ECR or the EICC and its investors shall in no case be affected by the fact that it delegates functions to third parties or a new sub-delegation. The management company may also not delegate its functions to the extent of becoming an instrumental or empty entity of content and therefore, in essence, cannot be considered to be the manager of the ECR or EICC.

Article 66. Subdelegation of functions.

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

a) That the SGEIC has given its consent before proceeding to the sub-delegation,

b) that the SGEIC has informed the National Securities Market Commission before sub-delegation agreements take effect and

(c) that meets the conditions set out in Article 65.1.b) it is understood that all references to the "delegate" shall be construed as being made to the "subdelegate".

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 SGEIC or those of the investors of the ECR or EICC, unless such entity has functionally and hierarchically separated the performance of its functions from the portfolio management or risk management of other potentially conflicting functions, and that potential conflicts of interest are properly identified, managed, controlled and communicated to the investors of the ECR and the EICC.

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, with the adaptations that are necessary.

The National Securities Market Commission may establish other requirements to be met by the delegation and sub-delegation of functions, and in any event the continuity in the administration of the assets of the securities market should be ensured. This means that contracts are not resolved by the mere replacement of the SGEICs, unless the entity that manages the assets of the entity is also decided upon agreeing such a replacement.

For these purposes, the SGEICs shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

Section 3. th Transparency Requirements

Article 67. Reporting, auditing and accounting obligations.

1. SGEICs shall publish for each of the ECRs or EICC they manage and for dissemination among unit-holders and shareholders, an annual report and an information leaflet, in accordance with the following specifications:

(a) The information leaflet shall be edited by the entity prior to its registration in the administrative register.

(b) The annual report shall be composed of the annual accounts, the management report, the audit report, any material changes in the information provided to the unit-holders or shareholders that have occurred during the reporting period. the financial year referred to in point (a) of Article 4 (2) of the Financial Regulation. The social year shall be adjusted to the calendar year.

2. The annual report shall be sent to the National Securities Market Commission for the exercise of its registration functions and shall be made available to members and shareholders at the head office of the management company within the the six months following the end of the financial year.

3. The administrators of the SCR or SICC shall be required to make the annual accounts, the results distribution proposal and the management report within the first five months of each financial year. In the case of the FCR or FICC, the managers of its management company shall be required to approve, within the same period, the annual accounts, the proposed profit distribution and the report on the management of the fund.

4. The accounting documents referred to in the previous paragraph shall be audited in accordance with the rules on auditing of accounts.

5. Information on the management remuneration policy shall be included in the annual report and shall include the following:

(a) The total amount of the remuneration paid by the management company to its staff, broken down into fixed and variable remuneration, the number of beneficiaries and, where appropriate, the remuneration based on a participation in the benefits of the ECR or EICC obtained by the SGEIC as compensation for the management and excluding any participation in the benefits of the ECR or EICC obtained as return on capital invested by the SGEIC in the ECR.

(b) The aggregate amount of the remuneration, broken down between senior positions and employees of the management company whose performance has a material impact on the risk profile of the ECR or EICC.

6. The auditors shall be appointed by the General Boards of the SCR or the SICC or by the administrators of the management companies of the FCR or FICC. The designation shall be made within six months of the date of the establishment of the ECR or EICC and, in any case, before 31 December of the first economic year to be examined, and shall be borne by either person or entities referred to in Article 7 of the Recast Text of the Audit of Accounts Act, approved by the Royal Legislative Decree 1/2011, of July 1.

The audit report and the audited annual accounts of the ECR or EICC will be public in nature.

7. Members and partners of an ECR or EICC have the right to request and obtain complete, truthful, accurate and permanent information about the entity, the value of the shares or units, as well as the shareholder's position or participate in the entity.

8. The SGEIC shall submit to audit report its accounting documents in accordance with the rules on auditing of accounts.

You must also refer to the National Securities Market Commission the report within the first six months of each financial year.

9. Whenever necessary for the effective control of systemic risk, the National Securities Market Commission may require additional information as provided for in this Article, either on a regular or extraordinary basis.

For these purposes, the SGEICs shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

Article 68. Reporting obligations to investors on each investment entity with a pre-investment character.

1. The SGEIC, for each of the RCTs or EICC that they administer, shall make available to investors, prior to their investment, a prospectus containing the statutes or regulations of the ECR or EICC, as appropriate, and which shall include: minimum the following information:

(a) The description of the investment strategy and policy of the ECR or EICC that they manage; information on the place of establishment of the institution and the place of establishment of the underlying, in case the ECR invest in other entities; a description of the types of assets in which the ECR or EICC can invest, the techniques that it can employ and all the associated risks; and the investment restrictions that, where appropriate, apply; circumstances in which the ECR or EICC may use leverage, types and sources of leverage permitted and related risks; the 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 SGEIC may make use of The ECR or EICC account.

b) The description of the procedures by which you may modify your strategy or investment policy, or both.

(c) The description of the main legal effects of the contractual relationship entered into for investment purposes, with information on jurisdiction, applicable law and the possible existence of instruments legal entities to establish the recognition and enforcement of judgments in the territory in which the ECR or SICC is established.

(d) The identity, if any, of the depositary of the SGEIC, its auditor and any other service providers, and a description of its obligations and the rights of investors.

e) The description of how the SGEIC covers the possible risks arising from professional liability.

(f) The description of the management functions delegated by the management company and the custody functions delegated by the depositary, the identity of the delegates and any conflict of interest to which the management functions such delegations can be given.

g) The description of the RECR valuation procedure and the pricing methodology for the valuation of the assets, including the methods used to assess hard valuation assets under the Article 64.

h) The description of the liquidity risk management of the ECR or EICC, including reimbursement rights under normal and exceptional circumstances, as well as the existing redemption arrangements with investors.

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

(j) The description of the way in which the management company ensures fair treatment of investors and, in the event that any investor receives preferential treatment or obtains the right to receive such treatment, a description of the preferential treatment, the type of investors who obtain such preferential treatment and, where appropriate, their legal or economic relationship with the managing company or the managed ECRs.

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

l) The historical profitability of the ECR and EICC, if such information is available.

m) If any, the identity of financial intermediaries providing financing and other services, understood as that credit institution, regulated investment firm or other entity subject to regulation prudential and permanent supervision, which provides services to professional investors primarily to finance or execute transactions in financial instruments as a counterparty and which may also provide other services such as the clearing and settlement of transactions, custody services, loan of securities, To the extent and means of operational support.

n) A description, where appropriate, of agreements with financial intermediaries providing financing and other services and the manner in which conflicts of interest are managed in this respect, as provided for in the contract with the a depositary regarding the possibility of transferring and reusing assets, as well as information about any transfer of responsibility to this financial intermediary that may exist.

n) The description of the mode and timing of the disclosure of the information provided for in Article 69 (1) and (3

.

2. Updates to the prospectus shall be submitted to the National Securities Market Commission.

3. They shall also make available to investors prior to their investment, the latest annual report in accordance with Article 67,1 (b), the liquidative value of the ECRs or EICC according to the most recent calculation or the market price plus a recent participation in the ECR or EICC, in accordance with Article 64, and the management delegation agreement referred to in Article 29.

Article 69. Regular reporting obligations to investors.

1. SGEICs shall regularly report to investors, with the frequency set out in their regulations or statutes and, in any case, at least in the annual report of:

(a) The percentage of the assets of the ECR or EICC that are subject to special measures motivated by their illiquidity, and

(b) the effective risk profile of the ECR or EICC and the risk management systems used by the manager to manage such risks.

2. In addition, they shall immediately notify investors of any new measures to manage the liquidity of the ECR or EICC, as well as the change in the maximum leverage limit and the rights to reuse collateral.

3. SGEICs that manage ECR or EICC that use leverage shall regularly report to investors, with the frequency set out in their regulations or statutes and, in any case, at least in the annual report:

(a) The changes in terms of the maximum level of leverage to which the managing company could rely on the ECR or EICC, as well as any right to reuse collateral or collateral, and

b) of the total amount of leverage employed by the ECR or EICC.

For these purposes the SGEIC shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

Article 70. Periodic reporting obligations to the National Securities Market Commission.

1. The SGEIC shall provide the National Securities Market Commission with information as required and, in particular, on the main markets and instruments in which it negotiates on behalf of the ECR or EICC they manage, on the the main instruments in which they are trading, on the markets of which they are members or on which they actively negotiate, and on the main exposures and the most important concentrations of each of the ECR or EICC they manage. Such information shall be provided with the frequency, scope and content established by the Minister of Economy and Competitiveness or, with the express rating of the Minister, the National Securities Market Commission.

2. SGEICs shall provide the National Securities Market Commission with each ECR or EICC that they manage all relative information:

(a) To the percentage of the assets of the entity that is subject to special measures motivated by their illiquidity.

b) To any new measures to manage the liquidity of the entity.

(c) The entity's effective risk profile and risk management systems used by the management company to manage the market risk, liquidity risk, counterparty risk and other risks, including the operational risk.

d) The main categories of assets in which the entity has invested.

e) To the results of the stress tests on the limit situations carried out in accordance with Article 62.4.b) and Article 63.2.

Such information shall be provided with the frequency, scope and content established by the Minister of Economy and Competitiveness or, with the express rating of the Minister, the National Securities Market Commission.

3. The SGEIC shall provide the National Securities Market Commission, where required, with the following documentation:

(a) An annual report of each investment entity of the managed European Union, and of each investment entity marketed in the European Union by the SGEIC, for each financial year, in accordance with the provisions of the Article 67.1.b), and

(b) before the end of each calendar quarter, a detailed list of all investment entities managed by the management company.

4. SGEICs that manage one or more ECRs or EICC that make a substantial use of leverage shall provide the National Securities Market Commission with information on the overall level of leverage of each investment entity they manage, by breaking down the share of the leverage that is derived from the taking of cash or securities and the one implied by the financial derivatives, as well as information on the extent to which the assets of the investment entity have been reused.

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

5. Acts which are specifically relevant to ECR or EICC which affect or may significantly affect the consideration of the value of the shares or units and, in particular, any circumstances of a contingent nature shall be considered as it affects or can significantly influence the business development of the participating entities, their profitability and their financial situation, provided that the investment in the entity concerned represents at least 5% of the assets of the risk capital entity.

For these purposes, the SGEICs shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

Article 71. Reporting obligations arising from the acquisition of significant holdings and the control of companies.

1. The SGEIC shall notify the National Securities Market Commission, within the maximum period of 10 working days, of the percentage of voting rights resulting in cases where an ECR or EICC under its management acquires or transfers direct or indirectly shares or shares in a non-listed company, either individually or jointly on the basis of an agreement with other ECR or EICC or its managing companies, and as a result of such legal business, the proportion of voting rights which are in their power reach or exceed the thresholds of 10, 20, 30, 50 or 75 per cent or are reduced below those thresholds.

2. Where an ECR or EICC under its management acquires directly or indirectly shares or shares in an unlisted company, either individually or jointly on the basis of an agreement with other ECR or EICC or its management companies, and as the result of this acquisition is to hold more than 50 percent of the voting rights of the unlisted company, the SGEIC must meet the following obligations:

a) You must notify this circumstance to the National Securities Market Commission, the non-listed company, as well as to those of its members whose identities and addresses are known or may know through the company acquired or from a record. The notification shall be made within the maximum period of 10 working days and shall contain the following information:

1. The resulting situation, in terms of voting rights,

2. the conditions under which control has been acquired, together with an indication of the identity of the various partners concerned, of any natural or legal person with the capacity to exercise the right to vote on their behalf and, where appropriate, the chain of companies through which the voting rights are effectively exercised, and

3. the date the control was acquired.

b) You must make available to the National Securities Market Commission, the non-listed company, as well as those of its members whose identities and addresses know or may know through the company or from a record, the following information:

1. The identity of the SGEIC that, individually or by agreement with others, manages the investment entity that has acquired control,

2. the policy of prevention and management of conflicts of interest, in particular between the SGEIC, the investment entity and the non-listed company, including information on specific safeguards established for ensure that any agreement between the SGEIC, the ECR or the EICC and the non-listed company has been concluded under conditions of mutual independence and

3. the policy of external and internal communication relating to the non-listed company, in particular as far as workers are concerned.

(c) It shall provide the National Securities Market Commission and the shareholders or members of the ECR or EICC with the information on the financing of the acquisition.

(d) It shall ensure that the ECR or EICC, or itself when acting on behalf of the ECR, informs the unlisted company and its partners about its intentions with respect to the future activities of the non-listed company and the impact on employment, including any significant change in terms of employment.

e) It shall include in the annual report of the ECR or EICC that the following information concerning the unlisted company is acquired:

1. A description of the important events for the company that occurred after the close of the financial year and its foreseeable evolution,

2. a faithful exhibition on the evolution of the business of the society in which the situation is reflected at the end of the exercise which is the subject of the report,

3. the foreseeable evolution of society, and

4. in the event that own shares have been acquired, the information referred to in Article 148.d) of the Recast Text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010, of July.

3. In the case of the preceding paragraph, the SGEIC, in its notification to the non-listed company, shall request the management board of the SGEIC to inform the legal representatives of the employees of the acquisition of the control by the of the ECR or EICC and make available the information referred to in points (a), (b), (d) and (e) of that paragraph.

4. In the case referred to in paragraph 2, the SGEIC shall comply with the following limitations relating to the non-listed company for a period of 24 months from the acquisition of the control by the ECR or EICC:

(a) It may not take capital reduction operations, with the exception of those subscribed capital reductions which are intended to compensate for losses or to increase unavailable reserves, provided that, after that operation, the amount of the increased reserve is not greater than 10 percent of the subscribed capital once reduced.

b) You may not agree to the distribution of dividends if any of the following conditions apply:

1. When at the end of the last financial year, the amount of the net worth is or will become the result of a distribution of results lower than the subscribed capital plus the statutory and statutory reserves unavailable. For these purposes, where the non-paid-up subscribed capital has not been accounted for in the balance sheet asset, its amount shall be deducted from the subscribed capital.

2. When the distribution of dividends exceeds the amount of the results of the last financial year, plus the undistributed profits and the expenses charged to the reserves of free disposition to this end, minus the losses accumulated and the allocations from the statutory and statutory reserves unavailable.

(c) You may not agree to the acquisition or redemption of equity or equity by way of reimbursement to the partners where the acquisition places the amount of equity below the amount provided for in the ordinal 1. point (b) above. For these purposes, the shares or shares acquired previously by the unlisted company and those acquired by a person acting in his own name but on behalf of those persons shall be taken into account. If the acquisition of shares or shares of their own is possible, it must be adjusted as provided for in Articles 140.1 and 144.b), c) and d) of the recast text of the Capital Companies Act, approved by the Royal Legislative Decree. 1/2010, 2 July.

5. The management company of the acquiring ECR or EICC shall take all necessary measures to prevent the non-listed company from performing the operations referred to in the preceding paragraph and, in the event that it is represented in its The Board of Directors shall exercise its right to vote in the manner necessary to prevent them.

6. The reporting obligation referred to in paragraph 2 (b) and the prohibitions and obligations referred to in paragraphs 4 and 5 shall also apply where an ECR or EICC acquires the control of an issuer whose securities are admitted to trading on an official secondary market or on another regulated market domiciled in the European Union, either individually or jointly on the basis of an agreement with other ECR or EICC or its management companies. For these purposes, the acquisition of control shall be determined in accordance with Law 24/1988 of 28 July of the Stock Market.

The SGEIC shall request the issuer's management body to forward to the legal representatives of the workers the information provided for in paragraph 2.b).

7. For the purposes of calculating the percentages of voting rights set out in the preceding paragraphs, all shares or shares conferring voting rights shall also be taken into account, even if their financial year is suspended, as well as those other securities and financial instruments which confer the right to acquire shares which in turn attribute voting rights.

8. The obligations and limitations provided for in this Article shall not apply where non-listed companies or issuers are:

(a) Entities having the consideration of small and medium-sized enterprises in accordance with Article 2 (1) of the Annex to Commission Recommendation 2003 /361/EC of 6 May 2003 on the definition of micro-enterprises and small and medium-sized enterprises, or

b) special purpose entities created for the acquisition, tenure or management of real estate.

CHAPTER III

Conditions of access and exercise of the management activity of venture capital entities and collective investment entities of a closed type under special circumstances

Article 72. Access and exercise conditions for the activity of the SGEICs that manage ECR or EICC below certain thresholds.

1. All provisions of Chapter II shall not apply to SGEICs whose assets under management are lower than the following thresholds:

(a) EUR 100 million, including assets acquired through leverage, or

(b) EUR 500 million, where the investment entities that they manage are not leveraged and do not have reimbursement rights that can be exercised over a period of five years after the initial investment date.

For the purposes of this calculation, all assets in investment entities incorporated in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 shall be counted as assets under management of the SGEIC. which manages both the managing company itself and indirectly through a company with which the management company is related for reasons of common management or control, or for a significant direct or indirect participation.

2. The provisions of Chapter II of the SGEIC shall not apply in so far as they manage one or more ECR or EICC whose sole investors are the SGEIC, the parent undertaking or the subsidiaries of the management or other subsidiaries of that parent undertaking, provided that none of the investors is in turn an ECR or EICC and that they have voluntarily submitted to this Act.

3. The SGEICs in paragraphs 1 and 2 above shall:

a) Report to the National Securities Market Commission of the ECR or EICC that they manage and provide information on investment strategies. They shall also regularly provide information to the National Securities Market Commission on the main instruments in which they invest as well as on the main risks and concentrations as set out in the Article 70.1.

(b) Make available to investors or members the information referred to in Articles 68 and 69 on each ECR and EICC they manage, with the exception of the information referred to in Article 67.5.

c) Submit your accounting documents to audit as set out in the Audit of Accounts regulations, making the audit report available to the National Securities Market Commission within six months. the first months of each financial year.

4. Such managers shall report to the National Securities Market Commission when they cease to comply with the conditions set out in paragraph 1.

5. Paragraph 1 shall not apply to SGEICs which market ECR to non-professional investors in accordance with the provisions of Article 75.2.

6. SGEICs whose assets under management are lower than the above thresholds may voluntarily submit to the scheme provided for in Chapter II, communicating this to the National Securities Market Commission. In this case, they may benefit from the rights to manage and market investment entities in a cross-border manner provided for in Articles 80 and 81.

For these purposes, the SGEICs shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

Article 73. Conditions for access and exercise of the activities of the SGEICs that manage European venture capital funds.

SGEICs wishing to use the designation FCRE in relation to the placing on the market in the European Union of European venture capital funds or companies shall comply with the provisions of Regulation (EU) No 345/2013. of the European Parliament and of the Council of 17 April 2013 on European venture capital funds.

Article 74. Conditions for access and exercise of the activities of the SGEICs that manage European social entrepreneurship funds.

SGEICs wishing to use the EuSEF designation in relation to the marketing they make in the European Union of European social entrepreneurship funds or societies shall comply with the provisions of the Regulation (EU) No 346/2013 of the European Parliament and of the Council of 17 April 2013 on European social entrepreneurship funds.

TITLE III

Marketing of venture capital and collective investment entities of a closed type

Article 75. Limits to the marketing of ECR and EICC.

1. The shares or shares of the Spanish ECR or EICC shall be marketed exclusively between investors considered to be professional clients as defined in Article 78a (2) and (3) of the Law 24/1988 of 28 July 1988. Stock Market.

2. Similarly, the shares or units of Spanish ECR may be traded among other investors when they meet the following conditions:

(a) That such investors undertake to invest at least EUR 100,000, and

(b) such investors declare in writing, in a document other than the investment commitment contract, that they are aware of the risks linked to the intended commitment.

Where the placing on the market of non-professional investors provided for in this paragraph and in paragraph 4 is to be delivered prior to the subscription or acquisition of the information leaflet, which shall contain the management regulations or social statutes, the annual report and, in the case of companies, the management delegation agreement referred to in Articles 67 and 68. Thereafter, the annual report shall be submitted to the unit-holders in the first 6 months of each financial year, without prejudice to Article 69.

3. In addition, the shares or units of the ECR or EICC may be subscribed or acquired by investors who do not have the consideration of professionals, provided that they comply with the requirements laid down in points (a) and (b) of the Previous section.

4. The shares or units of the Spanish ECR may also be placed on the market without the need for the requirements laid down in points (a) and (b) of paragraph 2 of this Article:

(a) Among managers, managers or employees of the management company or self-managed entities, with respect to the entity itself or to those managed or advised by the management company,

(b) when investors invest in ECRs listed in stock exchanges, and

(c) among those investors who justify having experience in the investment, management or advice in ECR similar to that in which they intend to invest.

5. For the purposes of this Law, the marketing of an ECR or EICC shall mean the acquisition by advertising activity, on behalf of the ECR, EICC or any entity acting on its behalf or in the name of one of its traders, of clients for their contribution to the ECR or EICC of funds, goods or rights.

For these purposes, advertising activity shall mean any form of communication addressed to potential investors in order to promote, directly or through third parties acting on behalf of the ECR or EICC or the SGEIC, the the subscription or acquisition of shares or shares of the ECR or EICC. In any case, there is advertising activity when the means used to address the public is through telephone calls initiated by the ECR or EICC or its management company, home visits, personalized letters, e-mail or any other other telematic means, which are part of a dissemination, marketing or promotion campaign.

The campaign will be understood in national territory as long as it is aimed at investors resident in Spain. In the case of electronic mail or any other telematic means, it shall be presumed that the offer is addressed to investors resident in Spain where the ECR, EICC or its management company, or any person acting on behalf of them in the medium (a) to propose the purchase or subscription of the shares or units or to provide the residents in Spanish territory with the information necessary to assess the characteristics of the issue or offer and to join it.

In any event, the activities of sale, disposal, intermediation, subscription, subsequent repayment or transfer of the shares, shares or securities representing the capital or assets of the ECR or EICC in question related to the marketing of the entity shall be carried out through the financial intermediaries, as provided for in this Law and in its development provisions.

Article 76. Placing on the market in Spain of ECR or EICC incorporated in another Member State of the European Union managed by managers authorised in a Member State under Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

1. The placing on the market in Spain of the shares and units of the ECR and EICC referred to in Article 5 (1) (b), which is addressed to professional investors as defined in Article 78a (3) of the Law 24/1988 of 28 July 1988, the Stock Market shall be free subject to the rules laid down in this Article, since the competent authority of the Member State which has authorised the manager of the securities market to the latter has forwarded to the National Commission of the Stock Market the notification letter that includes the following information:

a) Identification of the entities that the manager intends to market, as well as where they are established.

(b) The provisions and arrangements for the marketing of shares or units in Spain, and where applicable, of classes of shares or holdings in Spain.

(c) The regulation of the FCR or FICC or the instruments of incorporation of the company.

(d) The prospectus of the investment entity, if it is payable, and the last annual report.

e) The identification of the depositary of the investment entity.

(f) A description of the investment entity, or any information about it, at the disposal of the investors.

g) Information about the place where the principal investment entity is located if the investment entity that is intended to be marketed is a subordinate entity.

(h) Where applicable, information on the measures taken to prevent the marketing of the investment entity's holdings among retail investors.

Annual reports to be produced after the registration of the foreign ECR or EICC in Spain, may be required for five years by the National Securities Market Commission.

2. In the case of a subordinated entity, it may only be marketed in Spain if the main entity is domiciled in the European Union and is managed by a manager authorised under Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

3. The notification of paragraph 1 shall be accompanied by the certificate of evidence of the competent authorities of the Member State of the European Union of origin of the manager attesting that the manager is authorised in accordance with the Directive. 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 to manage investment entities with a particular investment strategy.

4. The letter of notification of paragraph 1 and the certificate referred to in paragraph 3 shall be submitted at least in a language customary in the field of international finance, and shall be sent by electronic means.

The National Securities Market Commission may not require additional information or documentation as set forth in this article.

5. Investment entities must comply with the rules in force in Spain in respect of the marketing and advertising arrangements in Spain. The National Securities Market Commission will monitor compliance with these obligations.

6. In accordance with this Law, the managers of these investment entities must provide the shareholders and members of the shareholders: the payments; the acquisition by the ECR and the EICC of their shares or the repayment of their shares; the dissemination of the information to be supplied to shareholders and members of the public in Spain; and in general, the exercise of their rights.

Article 77. Marketing in Spain to professional investors of ECR or EICC incorporated in a non-EU Member State managed by managers authorised in a Member State of the European Union in accordance with Directive 2011 /61/EU of the European Union European Parliament and the Council of 8 June 2011.

1. The marketing in Spain of the shares and shares of the investment entities referred to in Article 5 (1) (c), which is addressed to professional investors, as defined in Article 78a (3) of the Law 24/1988, of the July 28, it will require that with prior character the National Securities Market Commission is credited with the following extremes:

(a) There are appropriate arrangements for cooperation between the competent authorities of the Member State of origin of the manager and the supervisory authorities of the non-EU Member State in which the manager is established; investment entity with a view to ensuring at least an effective exchange of information enabling the competent authorities to carry out their tasks in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

(b) that the non-member State of the European Union in which the ECR or EICC is established is not included in the list of non-cooperating countries and territories established by the International Financial Action Task Force on the Capitals.

(c) That the third country in which the ECR or EICC is established outside the European Union has signed an agreement with Spain that is fully in accordance with the provisions of Article 26 of the Model Tax Convention on the 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 appropriate, multilateral tax agreements.

2. The management company of the investment entity shall also record the following information in the National Securities Market Commission:

a) Identification of the ECR or EICC that the manager intends to market, as well as where they are established.

(b) Provisions and arrangements for the marketing of shares or units in Spain, and where applicable, of classes of such shares or holdings.

(c) FCR Regulation, FICC or the SCR or SICC constitutive documents.

d) Prospectus of the fund, or equivalent document, if it is payable and the last annual report.

e) Identification of the depositary of the investment entity.

(f) Description of the investment entity, or any information about it, at the disposal of the investors.

g) Information about the place where the principal investment entity is located if the investment entity that is intended to be marketed is a subordinate entity.

(h) Where applicable, information on the measures taken to prevent the marketing of the investment entity between retail investors.

(i) Documents certifying the holding of the investment entity incorporated in a non-member State of the European Union and the shares, shares or securities representing its capital or assets, to the legal system that is applicable to you.

All documents referred to in this paragraph and the former shall be presented at least in a language customary in the field of international finance.

3. In addition, the manager shall, together with the previous documentation, provide a certificate of accreditation to be requested from the competent authorities, confirming that the manager is authorised by the Parliament's Directive 2011 /61/EU European and Council of 8 June 2011 to manage investment entities with a particular investment strategy.

4. In order to enable these ECRs and EICC to be marketed in Spain, they must be authorised for this purpose by the National Securities Market Commission and that both the managers, such as the ECR or EICC which they intend to market, are registered in the Records of the National Securities Market Commission.

The authorization to be placed on the market may be refused on grounds of prudence, for not giving an equivalent treatment to the ECR and EICC in the country of origin of the entity that is intended to be marketed in Spain, ensuring compliance with the rules for the management and discipline of the Spanish stock markets, as the due protection of investors resident in Spain is not sufficiently guaranteed and the existence of disturbances in Spain. conditions of competition between these investment entities and the investment entities authorised in Spain.

5. Once authorised to be placed on the market and registered with the ECR, EICC and its management in the register of the National Securities Market Commission, the management, in accordance with the provisions of this Law and its implementing regulations, must provide the shareholders and members of these ECR and EICC: the payments; the acquisition by the ECR and the EICC of their shares or the repayment of their shares; the dissemination of the information to be provided to members and shareholders resident in Spain; and, in general, the exercise of their rights.

The ECR, EICC and its management must comply with the regulations in force in Spain concerning the marketing and advertising in Spain. The National Securities Market Commission will monitor compliance with these obligations.

6. Regulations may be used to determine additional conditions for the placing on the market of the shares or units of the entities referred to in Article 5.1.c

Article 78. Marketing in Spain to professional investors of ECR or EICC managed by non-resident managers in the European Union.

1. The placing on the market in Spain of the shares and units of the investment entities referred to in Article 5 (1) (d) which is addressed to professional investors as defined in Article 78b (3) of the Law 24/1988 of 28 July 1988, require that prior to the National Securities Market Commission, compliance with the following ends be credited to the National Securities Market Commission:

(a) There are appropriate cooperation arrangements between the National Securities Market Commission, the competent authorities of the country of origin of the management company and the supervisory authorities of the third country in which it is established the investment entity, and, where appropriate, the supervisory authorities of the Member State of the European Union in which the investment entity is established, in order to ensure at least an effective exchange of information that allow the competent authorities to carry out their duties in accordance with Directive 2011 /61/EU of the European Parliament and the Council of 8 June 2011.

(b) that the Member State of the European Union in which the manager is established, and, where applicable, the non-member State of the European Union in which the investment entity is established, is not listed in the list of countries and Non-cooperating territories established by the International Financial Action Task Force on Capital Blanking.

2. Accredited the extremes referred to in the previous paragraph, the management of the investment entity shall provide and record in the National Securities Market Commission the information referred to in Article 77.2 in points (a) to (h) of this Article. and documents certifying the holding of the manager established in a Member State of the European Union, and where it corresponds to the investment entity incorporated in a non-Member State of the European Union and the shares, units or shares securities representing their capital or assets, to the legal regime applicable to it.

3. All documents referred to in the preceding paragraphs shall be presented at least in a language customary in the field of international finance.

4. In order to enable these ECRs and EICC to be marketed in Spain, they must be authorised for this purpose by the National Securities Market Commission and that both the managers, such as the ECR or EICC which they intend to market, are registered in the Records of the National Securities Market Commission.

The authorisation to be placed on the market may be refused on prudential grounds for not being treated as equivalent to the ECR, EICC or Spanish management companies in the country of origin of the entity intended to market in Spain or its management company, because it is not ensured that the rules for the management and discipline of the Spanish stock markets are met, because the due protection of the resident investors is not sufficiently guaranteed. Spain and the existence of disturbances in the conditions of competition between them investment entities and investment entities authorised in Spain.

5. Once authorised to be placed on the market and registered with the ECR, EICC and its management in the register of the National Securities Market Commission, the management, in accordance with the provisions of this Law and its implementing regulations, must provide the shareholders and members of these ECR and EICC: the payments; the acquisition by the ECR and the EICC of their shares or the repayment of their shares; the dissemination of the information to be provided to members and shareholders resident in Spain; and, in general, the exercise of their rights. The gestors shall comply with the provisions of Articles 67, 68, 69, 70 and 71.

The ECR, EICC and its management must comply with the regulations in force in Spain concerning the marketing and advertising in Spain. The National Securities Market Commission will monitor compliance with these obligations.

6. Regulations may be used to determine additional conditions for the placing on the market of the shares or units of the entities referred to in Article 5.1.d

7. The conditions for the authorisation of non-Community management companies shall be determined when the reference state is Spain in accordance with the provisions of Directive 2011 /61/EU of the European Parliament and of the Council of 8 of June 2011.

Article 79. Marketing in Spain to non-professional investors of ECR referred to in Article 5.1.e).

1. The placing on the market in Spain of the shares and units of ECR referred to in Article 5.1.e) to non-professional investors meeting the conditions of Article 75.2 and 4 shall require that all the requirements of this Law be met. requires the placing on the market of Spanish ECR and, prior to that, the National Securities Market Commission is accredited to comply with the following:

(a) That the Spanish legislation regulates the same category of ECR to which the foreign ECR belongs and that the ECR, or the manager acting on its behalf, is subject in its State of origin to a specific regulation of protection of the the interests of the shareholders or members similar to the Spanish legislation in this field.

(b) A favourable report of the authority of the State of origin to which the control and inspection of the foreign ECR, or of the manager acting on its behalf, is entrusted with respect to the development of the activities of the manager.

(c) There are appropriate cooperation arrangements between the National Securities Market Commission, the competent authorities of the home Member State of the manager and the supervisory authorities of the country in which it is established the ECR in order to ensure at least an effective exchange of information enabling the competent authorities to carry out their tasks in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

(d) that the Member State of the European Union in which the managing body of the ECR, or in its case the ECR constituted in a non-EU Member State is established, is not on the list of non-cooperating countries and territories established by the International Financial Action Task Force on Money Laundering.

2. Accredited to the extremes referred to in the previous paragraph, the manager of the ECR that intends to market shall provide and register with the National Securities Market Commission the following documentation:

a) Identification of the ECRs that the manager intends to market, as well as where they are established.

(b) Provisions and arrangements for the marketing of shares or units in Spain, and where applicable, of classes of such shares or holdings.

(c) the RCF Regulation or the SCR's founding documents.

d) Prospectus of the fund or equivalent document to be approved by the National Securities Market Commission as well as its publication.

e) Identification of the ECR depositary.

f) Description of the ECR, or any information about it, at the disposal of investors.

g) Information on the place where the main ECR is established if the ECR to be marketed is a subordinate ECR.

(h) Documents attesting to the holding of the manager constituted in a non-member State of the European Union, and where appropriate from the ECR constituted in a non-member State of the European Union and the shares, units or shares securities representing their capital or assets, to the legal regime applicable to it.

i) The financial statements of the ECR and its related audit report, prepared in accordance with the legislation applicable to that ECR.

3. All documents referred to in this Article shall be accompanied by their translation into Spanish or in another language admitted by the National Securities Market Commission.

4. In order to be able to be marketed in Spain, these RCTs will have to be authorized for this purpose by the National Securities Market Commission and that both the managers and the RCTs that intend to market remain registered in the cited National Securities Market Commission.

The authorization to be placed on the market may be refused on grounds of prudence, for not giving an equivalent treatment to the ECR, or Spanish gestoras in the country of origin, respectively, for not being assured of compliance with the rules for the management and discipline of the Spanish stock markets, because the due protection of investors resident in Spain is not sufficiently guaranteed and the existence of disturbances in the conditions of competition between these investment entities and investment entities authorised in Spain.

Once authorized to be placed on the market and registered with the National Securities Market Commission, in accordance with the provisions of this Law and its development regulations, the management companies must provide shareholders and members: the payments; the acquisition by the ECR of their shares or the repayment of their shares; the dissemination of the information to be supplied to the members and shareholders resident in Spain; and in general the exercise for these rights.

5. The authorised intermediary shall provide the shareholders or members of the foreign entity resident in Spain with a prior subscription or acquisition of the information leaflet, which shall contain the management rules or the statutes. the annual report referred to in Articles 67 and 68. Thereafter, the annual report shall be submitted to the unit-holders or shareholders in the first 6 months of each financial year without prejudice to Article 69. These documents will be provided in their translation into Spanish or in another language supported by the National Securities Market Commission.

6. Regulations may be used to determine additional conditions for the placing on the market of the shares or units of the entities referred to in Article 5.1.e

Article 80. Placing on the market of ECR and EICC managed by management companies authorised in Spain by Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 in the field of the European Union.

1. The Spanish SGEICs, authorised under Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011, which intend to market shares or shares of ECR or EICC in the European Union, shall forward to the National Securities Market Commission a notification letter containing the following information:

a) Identification of the ECRs or EICC that they intend to market, as well as where they are established.

(b) Provisions and arrangements for the marketing of the shares or units of the ECR or EICC in the Member States where they intend to market them, and where appropriate, on the classes of such or on the series of those.

(c) FCR or FICC Regulation or the constituent documents of the SCR or SICC.

d) ECR or EICC prospectus, and the last annual report.

e) Identification of the ECR or EICC depositary.

f) Description of the ECR or EICC, or any information about it, at the disposal of investors.

g) Indication of the place where the principal entity is located if the entity that is intended to be marketed is a subordinate fund.

h) The indication of the Member States in which they intend to market the ECR or EICC among professional investors.

(i) Where appropriate, information on the measures taken to prevent the placing on the market of the ECR or EICC among individual investors.

2. The National Securities Market Commission will verify that this documentation is complete. Within 20 days from the date of receipt of the complete documentation file referred to in paragraph 1, the National Securities Market Commission shall transmit it by electronic means to the competent authorities of the State or the Member States in which the ECR or EICC is intended to be marketed.

The notification letter must be accompanied by a certificate confirming that the management company is authorised in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011, managing investment entities with that particular investment strategy.

3. Once the notification file has been submitted, the National Securities Market Commission shall immediately notify the management company and the management company may initiate the placing on the market of the ECR or EICC in the host Member State from the date of such notification.

In case they are different, the National Securities Market Commission shall also inform the competent authorities of the Member State where the ECR or EICC is established that the manager may start marketing participations of the ECR or EICC in the host Member State.

The notification letter referred to in paragraph 1 and the certificate referred to in paragraph 2 shall be issued at least in a language customary in the field of international finance.

4. In the event of a substantial modification of any of the data communicated in accordance with paragraph 1, the manager shall inform the National Securities Market Commission in writing at least one month before making the modification effective, if the The same is intended, or, in the case of an unforeseen modification, immediately after the modification occurs.

If, as a result of the planned modification, the management of the ECR or EICC by the manager is no longer in accordance with the provisions of this Law, the National Securities Market Commission will inform the management company without delay. unjustified, that you cannot apply the modification.

If the proposed modification is applied without prejudice to the preceding paragraphs, or if an unforeseen event has occurred that has caused a modification, as a result of which the management of the ECR or EICC by the the manager may cease to be in accordance with the provisions of this Law, the National Securities Market Commission shall take all appropriate measures, including, if necessary, the express prohibition of the marketing of the ECR or EICC.

If the modifications are acceptable because they do not determine the breach of this Law, the National Securities Market Commission will inform, without undue delay, such modifications to the competent authorities of the State. host member.

Article 81. Conditions for the cross-border management of ECR and EICC by management companies authorised in Spain in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

1. SGEICs authorised in Spain in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 may manage ECR and EICC established in another Member State, either directly or through the establishment of a branch, provided that the SGEIC is authorised to manage such investment entities.

2. Any manager who intends to manage an ECR or EICC established in another Member State for the first time shall communicate to the National Securities Market Commission the following information:

a) The Member State in which the ECR or EICC is proposed to be managed,

b) whether management is to be performed directly or through the establishment of a branch, and

(c) an activity programme indicating, in particular, the services to be proposed and identified by the ECR or EICC that it intends to manage.

3. In the event that the manager intends to establish a branch, it will provide the following additional information:

a) The organizational structure of the branch,

b) the address in the Member State of origin of the ECR or EICC where the documentation can be obtained, and

(c) the contact details of the persons responsible for the management of the branch.

4. Within one month of the date of receipt of the complete documentation referred to in paragraph 2, or two months after the receipt of the complete documentation in accordance with paragraph 3, the National Market Commission of the Securities shall forward this complete documentation to the competent authorities of the host Member State. Such a referral will only take place if the management of the ECRs or EICC by the manager is carried out, and continues to be carried out, in accordance with the provisions of this Law and if the manager complies with the provisions of this Law.

The National Securities Market Commission shall attach a statement confirming that the management in question has received its authorisation in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011. The National Securities Market Commission shall immediately notify the management of such transmission.

Once the referral notification has been received, the manager may start to provide her services in her host Member State.

5. In the event of a change in any of the data communicated in accordance with paragraph 2 and, where appropriate, paragraph 3, the management shall notify the National Securities Market Commission in writing at least one month before the date of the notification. effective modification, or immediately thereafter if the modification is unforeseen, for the following purposes:

(a) If, as a result of the proposed amendment, the management of the ECR or EICC is no longer in accordance with one or more provisions of this Law or, in general, the management no longer complies with the legal regime to which it is subject, the National Securities and Exchange Commission shall inform the management, without undue delay, that it cannot apply the amendment.

(b) If the circumstances described in subparagraph (a) are met, the proposed amendment applies, or if an unforeseen event has occurred which has caused a change, as a result of which the management of the ECR or EICC may cease to be in accordance with this Law, or if the management fails to comply with the legal regime to which it is subject, the National Securities Market Commission shall take all appropriate measures.

(c) If the modifications are acceptable, the National Securities Market Commission shall inform the competent authorities of the host Member State without delay of such modifications.

Article 82. Conditions for the management of Spanish ECRs and EICC by managers governed by Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 authorised in another Member State of the European Union.

1. Any manager authorised in a Member State of the European Union in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 may manage ECR and EICC in Spain, either directly or through the establishment of a branch, provided that it is authorised to manage such investment entities.

2. It may commence its activity only when the National Securities Market Commission has received communication from the competent authority of the State in which the manager was authorised. Such communication shall be in accordance with Article 81 (2) and (3

.

3. The National Securities Market Commission may require management to have branches or to act as a free service provider in Spanish territory to provide it with the information necessary to monitor compliance. for these rules applicable to them under this Law and its implementing rules.

4. Managers authorised in another Member State of the European Union carrying out their activities through a branch in Spain shall in any event comply with the rules of conduct laid down in Chapter I of Title IV and in its implementing rules. The National Securities Market Commission will be responsible for monitoring compliance with these provisions.

5. Women authorised in another Member State of the European Union who are to act in Spain under the freedom to provide services shall be obliged to appoint a representative with a residence in Spain, to represent them for the purposes of of the tax obligations to be fulfilled by the activities carried out on Spanish territory.

6. The National Securities Market Commission shall without delay inform the competent authorities of the Member State of origin of the management of any problems identified in the ECR or EICC and which may materially affect the capacity of the manager to properly comply with its statutory or regulatory obligations.

7. The competent authorities of managers authorised in another Member State of the European Union carrying out their activities in Spain through a branch may, by themselves or through intermediaries appointed for that purpose, and after have informed the National Securities Market Commission, carry out on-the-spot verifications in Spain. The verification shall extend to any information relating to the management and structure of the property of the managers that may facilitate their supervision, as well as any information that may facilitate their control.

The above paragraph shall be without prejudice to the right of the National Securities Market Commission to carry out on-the-spot verifications of branches established in Spain in compliance with the responsibilities of the which is attributed to you by laws.

Article 83. Conditions applicable to SGEICs which are managed by ECR or EICC constituted in a non-EU Member State not on the market in the Member States of the European Union.

SGEICs authorised in Spain under Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 may manage ECR and EICC domiciled in third States and not placed on the market in the European Union provided that they comply with the following conditions:

a) That it complies with the managed entity all the requirements set out in this Act, except for the obligation to appoint a depositary, contained in Article 50, and the obligation to audit the annual report.

(b) There are cooperation agreements between the National Securities Market Commission and the supervisory authorities of the non-member State of the European Union in which the ECR or EICC is established in order to guarantee the less effective exchange of information to enable it to perform its functions in accordance with the provisions of this Law.

TITLE IV

Rules of conduct, supervision, inspection and sanction

CHAPTER I

Rules of Conduct

Article 84. Applicable rules.

1. SGEICs, SGIICs that manage ECR or EICC, self-managed SCR and SICC, as well as those who perform management and management positions in all of them and their employees, shall be subject to the following rules of conduct:

(a) Those contained in Title VII of Law 24/1988 of 28 July 1988 of the Stock Market without prejudice to the adaptations and specifications which, if appropriate, are to be established in a regulated manner, including the sanctioning system for failure to comply with those rules laid down in Title VIII of the same Law.

(b) Those issued in the development of the precepts referred to in point (a) above, approved by the Government or, with the express rating of the Government, the Minister of Economy and Competitiveness.

c) Those contained in your internal rules of conduct.

These rules shall also apply to the marketing activity defined in Article 75.

2. The entities referred to in the preceding paragraph shall draw up an internal rules of conduct for mandatory compliance, which shall regulate the performance of their administrative, management and employees ' bodies. The internal rules of conduct must in any case develop the principles mentioned in the Law 24/1988 of 28 July of the Stock Market.

3. They shall also be subject to the rules of conduct referred to in paragraph 1:

(a) With regard to their activity in Spain, the managers authorised in another Member State of the European Union which they carry out are through a branch.

(b) With regard to their cross-border activity in another Member State of the European Union, the SGEICs authorised in Spain which they exercise are in the framework of the freedom to provide services.

CHAPTER II

Monitoring and Inspection

Article 85. Scope.

Are subject to the supervision, inspection, and sanction regime of this Law, in charge of the National Securities Market Commission:

(a) The SGEICs authorised in Spain and the RCTs that they manage in respect of compliance with Chapter II of Title I.

b) Self-managed SCR and SICC authorised in Spain.

(c) Without prejudice to the provisions of Law 35/2003 of 4 November of Collective Investment Institutions, the SGIICs authorised under Chapter I of Title II and the RCTs that they manage in respect of the compliance with Chapter II of Title I.

(d) Any entity for the purposes of verifying the infringement of the name reservation set out in Article 11.

e) Depositaries of ECR and EICC registered or authorised in Spain.

(f) FCRE and EuSEF in accordance with the provisions of Regulation (EU) No 345/2013 of the European Parliament and of the Council of 17 April 2013 on European venture capital funds and Regulation (EU) No 346/2013 of the European Parliament and of the Council (EU) No 346/2013 European and Council of 17 April 2013 on the European Social Entrepreneurship Funds respectively.

(g) branches of ECR or EICC managers authorised in another Member State in respect of compliance with the requirements laid down in Articles 59 and 61 and for infringement of the rules of conduct applicable to such persons. commercialize ECR or EICC in Spain.

Article 86. Supervisory and inspection powers.

1. The National Securities Market Commission shall have all the powers of supervision and inspection provided for in this Law and in the rest of the legal system for the exercise of its functions. These powers may be exercised by:

a) Directly,

b) in collaboration with other authorities, national or foreign, as provided for in this Law,

c) by delegation to other entities acting under their responsibility or

(d) by recourse to the competent judicial authorities. Among other measures, you will be able to request the freezing or freezing of assets.

2. The provisions of Articles 70 and 70a of Law 35/2003, of 4 of 4, shall apply to the supervisory and inspection functions of the National Securities Market Commission on the subjects referred to in Article 85. Collective Investment Institutions.

Article 87. Supervision of the limits to leverage and the adequacy of credit assessment processes.

1. Based on the information that is collected pursuant to this Law and with respect to the management companies that are under its supervision, the National Securities Market Commission will determine to what extent the leverage of the entities the generation of systemic risk in the financial system or risks of market disruption or for the long-term growth of the economy.

2. The information referred to in the previous paragraph shall be made available to the competent authorities of the other Member States, the European Securities and Markets Authority and the European Systemic Risk Board through the procedures for cooperation in the supervision provided for in European Union law. Where a management company under its responsibility, or an ECR or EICC managed by it, may constitute an important source of counterparty risk to a credit institution or other relevant entities for systemic purposes, Member States, the National Securities Market Commission shall provide, without delay, information through the cooperation procedures in the supervision, and bilaterally to the competent authorities of other Member States directly.

3. It shall be for the management company to demonstrate that the leverage limits for each entity it manages are reasonable and that it meets such limits at all times. The National Securities Market Commission shall assess the risks that may arise from the use of leverage by a management company in respect of the entities it manages.

Whenever deemed necessary for the stability and integrity of the financial system, the National Securities Market Commission, upon notification to the European Securities and Markets Authority, to the European Risk Board Systemic and, where appropriate, the competent authorities on account of the origin of the institution, it shall set limits on the level of leverage to which a management company is authorised to use, or other restrictions on management in respect of entities to manage in order to limit the incidence of leverage in the generation of a risk systemic in the financial system or risks of market disruption. The National Securities Market Commission shall duly inform the European Securities and Markets Authority, the European Systemic Risk Board and the competent authorities on the basis of the entity's origin, of the measures taken to with respect to the procedures for cooperation in supervision.

4. The notification referred to in paragraph 3 shall be made at least 10 days before the proposed date of entry into force or renewal of the proposed measure. The notification shall include details of the proposed measure, the reasons for the measure and the expected date of its entry into force. In exceptional circumstances, the National Securities Market Commission may decide that the proposed measure shall enter into force within the specified ten-day period.

5. In the event that the National Securities Market Commission decides to act against the recommendation that the European Securities and Markets Authority (European Securities and Markets Authority) issue on the basis of the information provided for in the preceding paragraphs, you have been referred to you, you must inform the public of your reasons.

For these purposes, management companies shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

6. The National Securities Market Commission will monitor the adequacy of the SGEIC's credit assessment processes, assess the use of credit rating references in its investment policies, in accordance with the Article 62.3 and, where appropriate, encourage mitigation of the impact of such references, with a view to reducing the exclusive and automatic reliance on such credit ratings. For these purposes, account should be taken of the nature, scale and complexity of the activities of the ECR and EICC.

Article 88. Supervision of managers authorised in another Member State of the European Union who manage or market ECR or EICC in Spain.

1. The National Securities Market Commission may require managers authorised in another Member State to manage or market ECR or EICC in Spain, the information necessary to verify compliance with the applicable rules.

If the National Securities Market Commission observes that the management referred to in the preceding paragraph does not comply with the information obligations provided therein or other obligations set forth in this Law or its regulations It shall require them to put an end to such non-compliance, and shall inform the competent authorities of the home Member State.

If the management company refuses to provide the National Securities Market Commission with the information that it is responsible for, or if it does not take appropriate measures to terminate the non-compliance referred to in the paragraph the National Securities Market Commission shall inform the competent authorities of the home Member State thereof. If the manager continues to carry out the infringing conduct in spite of, where appropriate, the measures which the competent authority of the home Member State has taken, the National Securities Market Commission may take appropriate measures to an agreement with the provisions of this Title to prevent further infringements, including the exercise of sanctioning powers, and may require management to stop managing ECRs or EICC domiciled in Spain.

2. Where the National Securities Market Commission has clear and demonstrable grounds to believe that the manager authorised by another Member State which manages or markets ECR or EICC in Spain fails to comply with the obligations under which supervision is not appropriate the National Securities Market Commission shall communicate these facts to the competent authorities of the home Member State.

In the event that, despite the measures taken by the competent authority referred to in the preceding paragraph, or because such measures are insufficient, or the Member State of origin does not act within a reasonable period, the manager persists in acting in a manner that is clearly detrimental to the interests of investors, financial stability or market integrity in Spain, the National Securities Market Commission, after informing the the competent authority of the home Member State may take all necessary measures to protect the investors, financial stability and market integrity, including the possibility of preventing the management in question from continuing to market shares in the territory.

3. Where the National Securities Market Commission receives from a competent authority of a Member State of the European Union, in respect of a manager authorised in another Member State, a communication stating that the competent authority has reasonable grounds to believe that the MTO infringes obligations under the supervision of the National Securities Market Commission, shall take appropriate action.

4. If the National Securities Market Commission considers that the competent authority of the Member State of origin of the manager has not acted correctly in the situations described in the preceding paragraphs, it may point the case to the attention of the the European Securities and Markets Authority, in accordance with Article 19 of Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Supervisory Authority) Values and Markets), Decision 716 /2009/EC is amended and Decision 2009 /77/EC of the European Parliament Commission.

Article 89. Cross-border cooperation in the area of supervision and cancellation of personal data.

1. In order to ensure compliance with the provisions of this Law, the provisions of Article 771 ter of Law 35/2003 of 4 November of the Institutions of Collective Investment and Articles 91 to 991 of the Law will apply. 24/1988 of 28 July of the Market of Securities in the field of cooperation and exchange of information by the National Securities Market Commission with the competent authorities of the Member States of the European Union, the Authority European Securities and Markets and the European Systemic Risk Board for the performance of its functions.

2. The National Securities Market Commission shall, as specified as possible, notify the European Securities and Markets Authority and the competent authorities of the Member States concerned when it has clear reasons and demonstrable to suspect that a management company not subject to its supervision is carrying out or has carried out activities contrary to the provisions of this Law, in order to take the necessary measures.

3. Personal data obtained by the National Securities Market Commission as a result of cross-border cooperation between competent authorities regulated in this Article shall be kept for a maximum period of 5 years.

Article 90. Exchange of information regarding the possible systemic consequences of the activity of the managers.

1. The National Securities Market Commission shall inform the competent authorities of other Member States where appropriate, with a view to monitoring and reacting to the consequences that may arise from the activity of the managers, either individually or collectively, for the stability of financial institutions with systemic importance and for the orderly functioning of the markets in which the managers develop their business.

2. The European Securities and Markets Authority and the European Systemic Risk Board shall also be informed that they shall forward that information to the competent authorities of the other Member States. For these purposes, the provisions laid down in Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 shall apply.

CHAPTER III

Sanctioning Regime

Section 1. General Provisions

Article 91. Responsibility.

1. The natural or legal persons referred to in Article 85, as well as those who are in charge of administration or management of them or act in fact as if they hold them, who infringe this Law shall incur administrative responsibility. punishable under the provisions of this Title, and provided that it does not constitute a crime.

2. Management companies shall be responsible in the exercise of their activity for all breaches of this Law and its development regulations, with respect to the entities they manage.

Managing companies authorised in a Member State of the European Union pursuant to Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011, as well as those holding administrative or managerial positions of these or act in fact as if they will hold them, they will also be responsible in the exercise of their activity in Spain for the defaults of this Law and its regulations of development, being able to be sanctioned, in the terms previewed in this Chapter, with a fine, suspension, public warning or limitation of the type or volume of operations that they can perform.

3. They hold administrative or management positions in the entities referred to in the preceding paragraph, for the purposes of the provisions of this Title, their administrators or members of their collective management bodies, as well as their directors. general and assimilated, such persons being understood by those persons who develop in the entity functions of senior management under the direct dependence of their administrative organ or executive commissions or delegated directors of the same.

Article 92. Procedure.

1. In the case of a sanctioning procedure, Law 30/1992 of 26 November 1992 of the Legal Regime of Public Administrations and of the Common Administrative Procedure and its regulatory development shall apply, with the Articles 104 and 107 to 115 of Law 10/2014 of 26 June 2014 on the management, supervision and solvency of credit institutions, as well as in this Law and in their regulatory development.

2. Similarly, the provisions of Articles 95, 103, 104 and 115 of Law 10/2014 of 26 June 2014 on the management, supervision and solvency of credit institutions shall apply in the exercise of the power of sanction on the SCR, SICC and SGEIC.

3. The jurisdiction for the opening, instruction and resolution of the sanctioning files for the offences defined in this Law shall be the responsibility of the National Securities Market Commission.

4. Where criminal proceedings are being carried out for the same facts or for others whose separation of the penalties under this Law is rationally impossible, the procedure shall be suspended in respect of the same until it falls. a firm statement of the judicial authority. The file shall be resumed, if appropriate, the decision to be taken shall respect the assessment of the facts contained in that statement.

Section 2. Infractions

Article 93. Very serious infringements.

The following acts or omissions constitute very serious violations:

(a) The lack of referral to the National Securities Market Commission within the time limit set in the rules or granted by the latter, of any documents, data or information, should be referred to it under the provisions of the law and in its implementing rules, or which the Commission requires in the performance of its duties, where there is an interest in concealment or gross negligence on the basis of the relevance of the unrealised communication and the delay in which it was incurred and where the assessment of the solvency of the institution or, where appropriate, the situation is made difficult assets of the managed ECRs or EICC.

Similarly, the referral to the National Securities Market Commission of incomplete information or inaccurate, non-truthful or misleading information is very serious, when in these cases the incorrectness is relevant. The relevance of the correction will be determined taking into account, among others, the following criteria: that the circumstances that allow influence on the appreciation of the value of the patrimony and on the perspectives of the institution, in particular the inherent risks involved, and which may be known if the institution complies with the applicable rules.

(b) The investment, not merely occasional or isolated, in any assets other than those legally authorised or permitted by the prospectus, the statutes or the ECR or EICC rules, provided that this does not undermine the object of the ECR or EICC, seriously prejudice the interests of the shareholders or members.

c) Failure to comply with the obligation to audit annual accounts.

(d) The carrying out of securities or securities lending operations, as well as the pignoration of assets, with a breach of the conditions to be determined in the statutes or regulation of the ECR or EICC.

e) Non-compliance, not merely occasional or isolated, of the investment percentages set out in this Act, in Regulation (EU) No 345/2013 of the European Parliament and of the Council of 17 April 2013 on the funds of European venture capital, in Regulation (EU) No 346/2013 of the European Parliament and of the Council of 17 April 2013 on European social entrepreneurship funds, as appropriate, as well as in the prospectus, statutes or rules of the ECR or EICC, provided that this distorts the object of the ECR or EICC or seriously harms the interests of the shareholders, members or third parties.

(f) The issue, refund or transfer of shares or units, not merely occasional or isolated, with non-compliance with the limits and conditions imposed in the statutes and regulations governing the management of the ECR and EICC, where seriously prejudice the interests of shareholders or members.

g) Failure to comply with the activity reserve provided for in Article 42, the performance by the management companies or by any natural or legal person of activities for which they are not authorised.

h) The resistance or refusal to the inspector's performance of the National Securities Market Commission.

i) The performance of investment operations with non-compliance with the conditions set out in the prospectus, statutes or regulations of the ECR or EICC.

j) The performance of the operations referred to in Articles 28, 36, 37, in breach of the requirements laid down in those Articles.

(k) The non-compliance by the SGEIC of its obligations, provided that they entail serious injury to the unit-holders or shareholders of an ECR or EICC.

(l) Non-compliance by the depositaries of their obligations under the provisions of this Law and Title V and Article 68 of Law 35/2003 of 4 November of the Collective Investment Institutions which entail serious injury to the unit-holders or shareholders of an ECR or EICC.

m) Present the ECR, the EICC or its management companies deficiencies in the administrative and accounting organisation or in the internal control procedures, including those relating to the management of the risks where such deficiencies endanger the solvency or viability of the institution.

n) Maintenance by the SGEIC over a period of six months of own resources lower than those required by the regulations.

n) The commission of any serious infringement when during the five years prior to its commission it would have been imposed on the offender to sign for the same type of infringement.

or) The performance of actions or operations prohibited by this Law or with non-compliance with the requirements set out therein, except that it has a purely occasional or isolated character.

p) obtaining the authorization by virtue of false statements, omissions or other irregular means, or non-compliance, not merely occasional or isolated, of the conditions of the authorization when in the latter case produces serious injury to the interests of the unit-holders or shareholders.

(q) The delegation of the functions of the management companies with non-compliance with the conditions imposed by this Law when it produces any of these consequences: the interests of members are seriously impaired shareholders, whether the conduct is repeated or the internal control or supervisory capacity of the National Securities Market Commission is impaired.

r) Failure to comply with the precautionary measures or applied to the margin of the exercise of sanctioning power agreed by the National Securities Market Commission.

s) Non-compliance, not merely occasional or isolated, of commitments made by management companies to remedy the deficiencies identified as a result of supervision and inspection, where this is detrimental seriously the interests of the unit-holders or shareholders.

t) exceeding the limits on the assumption of obligations vis-à-vis third parties as set out in the prospectus, the statutes or the rules of the ECR or EICC where this would seriously prejudice the interests of the shareholders or unit.

u) Present, in a non-purely occasional or isolated manner, the ECR, the EICC or its management companies deficiencies in the asset valuation procedures of the ECR or EICC, in breach of the rules laid down in this Act, in the applicable law and in the regulations or statutes of the ECR or EICC, where it has a substantial impact on the liquidative value.

v) Non-compliance by the SGEIC with the reporting obligations arising from the acquisition of significant holdings and control in companies, as set out in Article 71.

w) Failure by the SGEIC of the obligations imposed by this Act on the assumptions referred to in Articles 80 to 83, provided that they entail serious injury to the unit-holders or shareholders.

(x) Non-compliance by the managers authorised in another EU Member State or in a third State, of the obligations arising from Articles 76 to 79, provided that they cause serious harm to the members of the or shareholders.

and) Non-compliance with the internal rules of conduct where serious harm to the members or shareholders of the ECR or the EICC is incurred.

z) The marketing of the funds and companies provided for in this Act to investors not eligible in accordance with the provisions of Article 6 of Regulation (EU) No 345/2013 of the European Parliament and of the Council of 17 April 2013, on European venture capital funds, in Article 6 of Regulation (EU) No 346/2013 of the European Parliament and of the Council of 17 April 2013 on European social entrepreneurship funds and in Article 75 of the European Parliament and the Council Law.

Article 94. Serious infringements.

Constitute serious violations of the following acts or omissions:

(a) Failure to comply with the obligation to make available to the partners, members and the public of the information to be surrendered under this Law, where it is not to be classified as a very serious infringement.

(b) The keeping of the accounts in accordance with criteria other than those legally established, where this distorts the stock image of the entity or the managing company, ECR or EICC concerned, as well as the non-compliance with the the rules on the formulation of accounts or on the manner in which official books and records are to be carried, where it is not to be qualified as a very serious infringement.

c) Failure to comply with the investment percentages set out in this Law, when it should not be qualified as a very serious infringement.

(d) Exceeding the limits on the assumption of obligations vis-à-vis third parties to be set out in the prospectus, statutes or rules of the ECR or EICC, where it is not to be qualified as a very serious infringement.

e) The charge of commissions for services that have not been effectively provided to the managed entity, the collection of the fees not provided for or with non-compliance with the limits and conditions imposed in the statutes or regulations of the ECR or EICC.

(f) Failure by the management companies to comply with the obligations laid down in this Law, where it should not be qualified as a very serious infringement.

g) Failure by the depositary to comply with the obligations laid down in this Law and in Title V and in Article 68 of Law 35/2003 of 4 November of Collective Investment Institutions, where it is not to be classified as very serious infringement.

h) Failure to comply with Article 48.

i) The commission of any kind of minor infraction when during the two years prior to its commission it would have been imposed on the infringer sanction firm on administrative way for the same type of infraction.

j) The performance of actions or operations prohibited by this Law or with non-compliance with the requirements set out therein, when it has a purely occasional or isolated character.

(k) The filing by the ECR, EICC or the management company of deficiencies in the administrative and accounting organisation or in the internal control or valuation procedures, including those relating to the management of the risks, once the time limit has elapsed for the purpose of the sub-healing by the competent authorities, provided that this does not constitute a very serious infringement.

(l) The delegation of the functions of the management company with non-compliance with the conditions imposed by this Law, when it should not be qualified as very serious.

m) Failure to comply with the reporting obligations to the National Securities Market Commission and the conditions for returning to meet the requirements of own resources, when a management company presents a own resources level less than the minimum required.

n) Advertising with non-compliance with applicable regulations.

n) Failure to comply with the conditions presented for obtaining the authorization, when it should not be qualified as a very serious infringement.

o) Investment in any assets other than those authorised by the applicable rules or those permitted by the prospectus, the statutes, or the ECR or EICC regulation, where it is not to be qualified as a very serious infringement severe.

p) The issuance, redemption or transfer of shares or units with non-compliance with the limits and conditions imposed by the statutes and regulations governing the management of the ECR and EICC, where it is not to be qualified as a very serious infringement severe.

q) Present the ECR, the EICC or its management companies deficiencies in the asset valuation procedures of the ECR or EICC, in breach of the rules laid down in this Act, in the applicable law and in the regulations or the statutes of the ECR or EICC, where it is not to be qualified as a very serious infringement.

(r) The effective administration or management of legal persons referred to in Article 85 by persons who do not exercise their right under such a charge.

s) The occurrence, on an occasional or isolated basis, by the managing societies of activities for which they are not authorized.

t) The misuse of the names and acronyms referred to in Article 11.

u) Failure to comply with the commitments made by the management companies or ECR or EICC to remedy the deficiencies identified as a result of supervision and inspection, where this is not to be qualified as a very serious infringement severe.

v) Non-compliance by the SGEIC with the obligations imposed by Articles 80 to 83, where it is not to be qualified as a very serious infringement.

w) Non-compliance by managers authorised in another EU Member State or in a third country, from the obligations of Articles 76 to 79, where it is not to be qualified as a very serious infringement.

x) Failure to comply with the mandatory investment rates set out in this Law, in Regulation 345/2013 of the European Parliament and of the Council of 17 April 2013 on European venture capital funds, and in the Regulation 346/2013 of the European Parliament and of the Council of 17 April 2013 on European social entrepreneurship funds, as appropriate, provided that the institution remains in this situation for at least 12 months.

and) Non-compliance with the rules of conduct, where it is not considered a very serious infringement.

Article 95. Minor infractions.

Minor violations are the following acts or omissions:

(a) The lack of referral to the National Securities Market Commission, within the time limit laid down in the rules or granted by it, of how many documents, data or information should be referred to it under the provisions of this law or requires in the exercise of its duties, as well as the duty to cooperate with the supervisory actions of the National Securities Market Commission, including the failure to appear in a summons for the taking of a statement, when the conduct do not constitute a serious or very serious infringement in accordance with the provisions of the two Articles above.

(b) The delay in the publication or referral of information which, in accordance with the provisions of this Law, is to be disseminated among the partners, members and the general public, where it is not to be classified as a very serious infringement or severe.

(c) Those non-compliances with those provided for in points (c), (d), (e), (f), (k), (p), (q) and (r) of the previous Article, which are not to be regarded as serious because of their punctual and isolated character.

(d) It also constitutes a minor infringement of any breach of this Law and its implementing rules which do not constitute a serious or very serious infringement as provided for in the preceding paragraphs.

Section 3. Sanctions

Article 96. Penalties for very serious infringements.

1. The commission of very serious infringements shall impose on the offending management company one or more of the following penalties:

(a) Multa for a higher amount and up to five times the gross profit obtained as a result of the acts or omissions in which the infringement consists. In those cases where the benefit derived from the offence committed is not quantifiable, a fine of up to EUR 300,000.

b) Revocation of the authorization with the definitive exclusion of the special registers. In the case of foreign entities or managers authorised by other Member States of the European Union, the penalty of revocation, where applicable, shall be replaced by the prohibition on operating or being marketed in Spain.

c) Temporary exclusion of the defaulting entity from the special registers for a period of not less than two years and not more than five years.

(d) Suspension or limitation of the type or volume of the operations that the infringer may perform for a period not exceeding five years.

e) Forcible replacement of the ECR or EICC depositary.

2. In addition to the penalties provided for in the above paragraphs, public admonition may be imposed with publication in the "Official State Gazette" of the identity of the offender and the nature of the infringement, and the penalties imposed.

Article 97. Penalties for serious infringements.

1. One or more of the following penalties shall be imposed on the offending management company by the commission of serious infringements:

(a) Fine in the amount of up to the gross profit obtained as a result of the acts or omissions in which the infringement consists. In those cases where the benefit derived from the offence committed is not quantifiable, a fine of up to EUR 150 000.

b) Temporary exclusion of the defaulting entity from special registers, for a period of not less than one year and not more than three years.

c) Suspension or limitation of the type or volume of the operations or activities that the infringer may perform for a period not exceeding one year.

2. In addition to the penalties provided for in the above paragraphs, public admonition may be imposed with publication in the "Official State Gazette" of the identity of the offender and the nature of the infringement, and the penalties imposed.

Article 98. Penalties for minor infractions.

For the commission of minor infractions will be imposed to the managing society fine for amount of up to 60,000 euros.

Article 99. Penalties for very serious violations committed by management or management charges.

1. Without prejudice to the sanction which corresponds to the management company for the commission of very serious infringements, one of the following sanctions may be imposed on those who are responsible for the administration or management of the company. infringement in accordance with Article 91:

a) Multa each one of them for an amount not exceeding 300,000 euros.

b) Separation of the charge with disablement to exercise management or management fees in the same and any other financial institution of the same nature for a term not exceeding 10 years.

(c) Suspension in the exercise of the term of office not exceeding three years.

2. In the case of the imposition of the penalties provided for in points (b) or (c) of the preceding paragraph, the penalty provided for in point (a) may be imposed at the same time.

3. In addition to the penalties provided for in the above paragraphs, public admonition may be imposed with publication in the "Official State Gazette" of the identity of the offender and the nature of the infringement, and the penalties imposed.

Article 100. Penalties for serious violations committed by management or management charges.

1. Without prejudice to the sanction applicable to the management company, the commission of serious infringements may impose one of the following sanctions on those who are responsible for the management or management of the management of the company. infringement in accordance with Article 91:

a) Multa each one of them for an amount not exceeding 150,000 euros.

(b) Suspension of all managerial positions in the entity for a term of not more than one year.

2. By way of derogation from the preceding paragraph, the penalty provided for in point (a) may be imposed at the same time in the case of the imposition of the penalty provided for in point (b).

In addition to the penalties provided for in the above paragraphs, public admonition may be imposed with publication in the "Official State Gazette" of the identity of the offender and the nature of the infringement, and the imposed sanctions.

Article 101. Criteria for the determination of penalties.

1. The penalties applicable in each case for the commission of very serious, serious or minor infringements shall be determined on the basis of the criteria laid down in Article 131.3 of Law No 30/1992 of 26 November 1992 and the criteria laid down in the next section.

2. In order to determine the penalty applicable to those who exercise management or management positions, the following circumstances shall also be taken into consideration:

a) The degree of responsibility in the facts that are present in the offender.

b) the prior conduct of the person concerned, in the same or another entity, in relation to the rules of organisation and discipline, taking into consideration the effect of the firm sanctions imposed on him during the last years; five years.

c) The character of the representation that the interested person has.

Article 102. Intervention and replacement measures.

It will be applicable to the SCR, to the SICC and to the SGEIC provisions on intervention and substitution measures in Law 35/2003, of 4 November, of Collective Investment Institutions.

Section 4. Other Provisions

Article 103. Other provisions.

In the case of limitation of infringements and penalties, of possible exemption from administrative responsibility, of enforcement of periodic penalty payments and of enforcement of the penalties imposed under this Law, it will be application of the provisions of Law 35/2003, of 4 November, of Collective Investment Institutions.

Additional disposition first. Transformation of the managing societies of RCTs authorised in SGEIC.

The transformation of the managing companies of ECR already authorised in accordance with Law 25/2005, of 24 November, regulatory of the venture capital institutions and their management companies, in SGEIC will occur at the entrance to The law does not require new authorization. Such management companies must adapt the use of the name 'managing companies of ECR' to that of 'SGEIC'. The National Securities Market Commission and, where appropriate, the Commercial Registry, will automatically adapt their records to collect this circumstance.

Additional provision second. Regulatory referrals.

1. The references contained in the Spanish legal order to Law 25/2005 of 24 November, regulating the risk capital entities and their management companies, will be construed as being made to this Law.

2. For the purposes set out in the preceding paragraph, references to risk capital institutions shall also be construed as being made to the risk capital institutions Sme.

Additional provision third. Deadline for adaptation to the new regulations of existing entities.

1. The managing companies of ECR and RCTs authorized before the entry into force of this Law must submit to the National Securities Market Commission, within three months of the date of entry into force of the Law, a declaration in which the entity has adapted the entity to the requirements of this Law which are applicable to it in accordance with the thresholds laid down in Article 72 or not, as well as, where appropriate, the amendment of the programme of activities which it collects adaptation in accordance with Article 52.3.b).

2. The National Securities Market Commission and, where appropriate, the Commercial Registry, will automatically adapt their records to collect the modification of the Social Statutes of the managers to adapt to this Law.

3. The managers will have 12 months from the date of entry into force of this Law to update and refer to the National Securities Market Commission the rest of the information that the latter must have in accordance with this Law.

4. The provisions of Articles 76 and 80 relating to cross-border marketing shall not apply to the placing on the market of shares of ECR and EICC which are the subject of a public offer in force under a prospectus drawn up and published in accordance with Law 24/1988 of 28 July, before the entry into force of this Law, for the duration of the validity of such a prospectus.

5. The management companies which manage ECR before the entry into force of this Law and who do not make new investments after the entry into force of this Law, may continue to manage such ECR without having to adapt to the requirements of this Law. Law, for which they will have to present statement to the effect.

6. Managing companies, in so far as they manage ECR which have an investor subscription period expired prior to the entry into force of this Act and are made up of a deadline which expires at the latest on 22 July 2016, may continue to manage such ECR without the need to comply with the provisions of this Law, except as regards the obligation to publish an annual report in accordance with the provisions of Article 67 and the reporting obligations arising from the the acquisition of significant holdings and the control of companies listed in Article 71.

7. The non-authorised entities which, prior to the entry into force of this Law, are developing the reserved activities of the SGEIC or the self-managed SCRs, SCR-Pyme or SICC may continue to carry out their activities but must apply authorisation in accordance with the provisions of Chapter I of Title II. If they do not do so, they shall cease their activities unless they are in the cases referred to in paragraphs 3, 4 and 5.

8. The requirement referred to in point (c) of Article 77.1 shall only apply from the moment and in the terms laid down by the delegated act to be adopted by the European Commission in accordance with Article 67.6 of Directive 2011 /61/EU of the European Parliament and of the Council. European Parliament and the Council of 8 June 2011. Furthermore, the placing on the market of ECR and EICC outside the European Union shall cease to require the authorisation to be placed on the market in Spain and the registration provided for in Article 77 (4) and (5) where the delegated act so determines. to adopt the European Commission in accordance with Article 68.6 of that Directive.

Repeal provision.

As many rules of equal or lower rank are repealed, they oppose the provisions of this Law and, in particular, Law 25/2005 of 24 November, the regulator of the risk capital entities and their management companies.

Final disposition first. Amendment of Law 35/2003 of 4 November of Collective Investment Institutions.

Law 35/2003 of 4 November, of Collective Investment Institutions, is amended as follows:

One. Article 2 (1) is reworded as follows:

" 1. This Law will apply:

(a) IICs which have their registered office in Spain in the case of investment companies, or which have been authorised in Spain, in the case of funds.

(b) IICs authorised in another Member State of the European Union in accordance with Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities and which are marketed in Spain. In this case, only the rules referred to in Article 15 shall apply to them in their action in Spain.

(c) IICs incorporated in another Member State of the European Union, managed by management companies authorised in a Member State pursuant to Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011, concerning the managers of alternative investment funds and amending Directives 2003 /41/EC and 2009 /65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 when professional investors are placed on the market in Spain. In this case, only the rules referred to in Article 15a shall apply to them in their action in Spain.

(d) IICs incorporated in third States managed by managers authorised in a Member State pursuant to Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 when they are placed on the market in Spain to professional investors. In this case, only the rules referred to in Article 15b shall apply to them in their action in Spain.

e) IICs managed by management companies not domiciled in the European Union when professional investors are placed on the market in Spain. In this case, only the rules referred to in Article 15c shall apply to them in their action in Spain.

(f) to the IICs referred to in points (c), (d) and (e) above when non-professional investors are placed on the market in Spain. In this case, only the rules referred to in Article 15d shall apply to them in their action in Spain. The types of IICs that may be marketed to non-professionals may be regulated.

In any case, points (b), (c), (d), (e) and (f) above shall apply only to open-type IICs and to those equivalent to those provided for in Article 37 of this Law and in its implementing rules. Under no circumstances will Article 30a of Law 24/1988 of 24 July 1988 on the Securities Market be applied to these IICs. For such purposes, an open-type IIC shall mean the collective investment of funds collected between the public and the operation of which is subject to the principle of risk-sharing, and the units of which, at the request of the the holder, whether repurchased or reimbursed, directly or indirectly, from the assets of these institutions. The action taken by an IIC to ensure that the market value of its shares or units in an official secondary market or in any other regulated market or multilateral trading system domiciled in the European Union is not A significant deviation from its liquidative value shall be understood as equivalent to these repurchases or repayments.

For the purposes of the provisions of this Law, the marketing of a Collective Investment Institution shall mean the acquisition by advertising activity, on behalf of the Collective Investment Institution or any other entity acting on its behalf or on behalf of one of its marketers, clients for its contribution to the Collective Investment Institution of funds, goods or rights.

For these purposes, advertising activity shall mean any form of communication addressed to potential investors in order to promote, directly or through third parties acting on behalf of the Investment Institution Collective or the management company of the Collective Investment Institution, the subscription or acquisition of shares or shares of the Collective Investment Institution. In any case, there is advertising activity when the means used to address the public is through telephone calls initiated by the Collective Investment Institution or its management company, home visits, personalized letters, mail electronic or any other telematic means, which are part of a dissemination, marketing or promotion campaign.

The campaign will be understood in national territory as long as it is aimed at investors resident in Spain. In the case of electronic mail or any other telematic means, it shall be presumed that the offer is addressed to investors resident in Spain when the Collective Investment Institution or its management company, or any person acting on behalf of (a) in the computerised form, propose the purchase or subscription of the shares or units or provide the residents in Spanish territory with the information necessary to assess the characteristics of the issue or offer and to adhere to it.

In any event, the activities of sale, disposal, intermediation, subscription, subsequent repayment or transfer of the shares, units or securities representing the capital or equity of the IIC in question with the marketing of the IIC must be carried out through the financial intermediaries, as provided for in this Law and in its development provisions. "

Two. Article 11 is reworded.

" Article 11. Access and exercise requirements for the activity.

1. They will be required to obtain and retain the authorization:

a) Constituency as a public limited company or as an investment fund.

b) Limit your social object to the activities established in this Law.

(c) Dispose of the minimum social capital or equity within the time limit and amount to be determined.

d) Contar with shareholders or members within the legally enforceable deadline and number.

e) In the case of investment funds, designate a management company that meets the requirements of Article 43.1.c) if it is an SGIIC authorised in Spain, or that complies with the provisions of paragraph 4 of this Article if it is a management company authorised in another Member State of the European Union pursuant to Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 or of Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

In the case of investment companies, if the minimum initial share capital does not exceed EUR 300,000, designate a management company in the terms set out above.

f) Designate a depositary with the exceptions that are provided for regulation.

2. In the case of investment companies, the following requirements must also be met:

a) Contar with an administrative and accounting organization, as well as adequate internal control procedures that ensure, both those and these, the correct and prudent management of the IIC, including risk management, as well as control and security mechanisms in the field of information technology and bodies and procedures for the prevention of money laundering.

b) That your registered office, as well as its effective administration and address, is located in Spanish territory.

(c) All administrators or, where appropriate, members of their board of directors, including natural persons representing legal persons on the boards, as well as those holding management positions in the entity, have a recognized business or professional honorability.

For the purposes of this article, directors general and those who develop in the entity functions of senior management under the direct dependence of their organ of the institution will be considered to have management positions. administration or executive commissions or delegated advisors.

Concurrability in those who have been showing a personal, commercial and professional conduct that does not cast doubt on their ability to perform a sound and prudent management of the entity. In order to assess the concurrency of good repute, all available information must be considered according to the parameters to be determined.

d) That the majority of the members of its board of directors, or its executive committees, as well as all delegated and general directors and directors, have adequate knowledge and experience in matters related to the securities market or to the main investment object of the IIC in question.

e) Contar with an internal rules of conduct in the terms provided for in Chapter I of Title VI.

The requirements laid down in points (a), (d) and (e) above shall not be required for investment companies whose management, administration and representation are entrusted to one or more management companies.

In the event of changes in management and management positions in the company, the new identifying data must be communicated immediately to the National Securities Market Commission, which make them public through the corresponding register.

3. For the purposes of this Law, it is considered that they have administrative or management positions in an entity their administrators or members of their collective management bodies and those persons who develop in the entity, in fact or under the right, senior management functions under the direct dependence of its administrative body or executive committees or delegated members thereof, including proxies that do not restrict the scope of its representation to areas or subjects specific or external to the activity that constitutes the object of the entity.

4. In the event that the management company is authorised in another EU Member State under Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 or of Directive 2011 /61/EU of the European Parliament and of the Council, of June 8, 2011, will be further required to obtain the authorization, to provide the National Securities Market Commission with the following documents:

(a) The written agreement with the depositary referred to in Article 58.

(b) Information on the modalities of delegation in relation to the functions of the management of assets and the administration of IICs. The management company shall notify the National Securities Market Commission of any subsequent substantial modification of this documentation.

If the management company already manages another IIC of the same type in Spain, the reference to the documentation already provided will be sufficient.

In no case shall the IIC authorisation be subject to the condition that the IIC is managed by a management company whose registered office is located in Spain or that the management company itself exercises or delegates the exercise of some activities in Spain.

5. To the extent necessary to ensure compliance with the rules for which the National Securities Market Commission is responsible, the National Securities Market Commission may request the competent authorities of the Member State of origin of the the management company details and information on the documentation referred to in the previous paragraph and, on the basis of the certificate which the competent authority of the Member State of origin of the management company must have sent it, whether the type of IIC for which authorization is requested falls within the scope of the authorization granted to the management company. "

Three. New wording is given to Article 15, which is worded as follows:

" Article 15. 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 the European Parliament and of the Council 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 the European Parliament and of the Council of 13 July 2009 shall be free of charge to the rules provided for in this Article, since the competent authority of the IIC's home Member State has communicated to the IIC that it has sent the National Securities Market Commission the written notification with information on the arrangements and arrangements for the marketing of shares or units in Spain, and where where appropriate, on the classes of these or on the series of those classes, the investment fund regulation or the company's instruments of incorporation, its prospectus, the last annual report and, where appropriate, the half-yearly report, the document with the key data for the investor and the certificate that the IIC complies with the conditions laid down in Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009.

The National Securities Market Commission will accept the submission by electronic means of the documentation referred to in the preceding paragraph.

The National Securities Market Commission will not require any additional information or documentation to that set forth in this article.

IICs must comply with the existing regulations in Spain that are not within the scope of Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009, as well as the rules governing the IIC. advertising in Spain. The National Securities Market Commission will monitor compliance with these obligations.

As set out in this Law and in its development regulations, IICs will have to provide their shareholders and shareholders: the payments; the acquisition of their shares or the repayment of the shares; the dissemination of the information to be provided to shareholders and members of the resident in Spain; and, in general, the exercise of their rights.

2. The IIC referred to in the previous paragraph shall provide investors in Spain with all the information and documentation that under the law of their home Member State is required to provide to investors located in Spain. State. This information will be provided in the form set out in this Act and in its development regulations.

The document with the key investor information and its modifications must be presented in Spanish or in another language supported by the National Securities Market Commission.

The prospectus and the annual and half-yearly reports and their amendments must be presented in Spanish, in a language customary in the field of international finance or in another language supported by the National Market Commission. Values.

The translation of the information referred to in the preceding paragraphs shall be true to its original and shall be carried out under the responsibility of the IIC.

3. The IIC referred to in paragraph 1 shall inform the National Securities Market Commission in writing of changes in the information in relation to the arrangements for the marketing of shares or shares, or in relation to the classes of those to be placed on the market, as communicated in the notification letter referred to in the first subparagraph of paragraph 1, before such amendment is effective.

The IIC shall communicate to the National Securities Market Commission any modification of the documents referred to in the first subparagraph of paragraph 1 and shall indicate the site in which they may be obtained in electronic form. "

Four. A new Article 15a is added with the following wording:

" Article 15a. Marketing in Spain to professional investors in IIC shares and units incorporated in another European Union Member State managed by managers authorised in a Member State pursuant to Directive 2011 /61/EU of the European Union European Parliament and the Council of 8 June 2011.

1. The placing on the market in Spain of professional investors, as defined in Article 78b (3) of the Securities Market Act, of the shares and shares of IICs established in another Member State of the European Union managed by the Managers authorised in a Member State pursuant to Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 shall be free subject to the rules laid down in this Article, since the competent authority of the State Member of origin of the manager informs the manager that she has referred to the National Market Commission Values the notification letter that includes the following information:

a) Identification of the IICs that the manager intends to market, as well as where these IICs are established.

(b) The provisions and arrangements for the marketing of shares or units in Spain, and where applicable, of classes of shares or holdings in Spain.

(c) The regulation of the investment fund or the instruments of incorporation of the company.

(d) The prospectus of the institution or equivalent document, if required, and the last annual report.

e) The identification of the IIC depositary.

(f) A description of the IIC, or any information about it, at the disposal of investors.

g) Information about the place where the main IIC is established if the IIC to be marketed is a subordinate IIC.

h) Where appropriate, information on the measures taken to prevent the marketing of IIC between retail investors.

In the case of a subordinated IIC, it may only be marketed in Spain where the main IIC is domiciled in the European Union and is managed by a manager authorised under Directive 2011 /61/EU of the European Union. European Parliament and the Council of 8 June 2011.

Annual reports to be produced after the registration of foreign IICs in Spain may be required for five years by the National Securities Market Commission.

2. The notification of paragraph 1 shall be accompanied by the certificate of the competent authorities of the Member State of the European Union of origin of the management company confirming that the manager is authorised in accordance with the Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 to manage investment entities with a particular investment strategy.

3. The letter of notification of paragraph 1 and the accrediting certificate of paragraph 2 shall be in a language customary in the field of international finance.

The National Securities Market Commission will accept the submission by electronic means of the documentation referred to in the first two paragraphs.

The National Securities Market Commission will not require additional information or documentation as set forth in this article.

4. The IICs and their management companies must comply with the regulations in force in Spain concerning the marketing and advertising in Spain. The National Securities Market Commission will monitor compliance with these obligations.

5. In accordance with the provisions of this Law and its implementing rules, management companies must provide the shareholders and unit holders of IICs with: the payments; the acquisition of their shares or the repayment of the shares; the distribution of the information to be provided to shareholders and members of the resident in Spain; and, in general, the exercise of their rights. "

Five. A new Article 15b is added, which is worded as follows:

" Article 15b. Marketing in Spain to professional investors in IIC shares and units incorporated in a non-EU Member State managed by managers authorised in a Member State in accordance with Directive 2011 /61/EU of the European Parliament and of the Council European Parliament and the Council of 8 June 2011.

1. The marketing in Spain of the shares and units of the IICs referred to in Article 2 (2) (d), which is addressed to professional investors, shall require prior proof to the National Securities Market Commission of the Compliance with the following ends:

(a) That the Spanish legislation regulates the same category of IIC to which the foreign institution belongs and that the IIC, is subject in its State of origin to a specific regulation of protection of the interests of the shareholders or unit-holders similar to the Spanish legislation in this field.

(b) There are appropriate arrangements for cooperation between the competent authorities of the home Member State of the management company and the supervisory authorities of the non-Member State of the European Union 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 tasks in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

(c) That the country in which the IIC is established is not 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 IIC is established outside the European Union has signed an agreement with Spain which is in full accordance with the provisions laid down in Article 26 of the Model Tax Convention on the Income and on the OECD Heritage and ensures an effective exchange of information on tax matters, including, if applicable, multilateral tax arrangements.

2. Accredited such extremes, the IIC manager shall provide and register with the National Securities Market Commission the following information:

a) Identification of the IICs that the manager intends to market, as well as where these IICs are established.

(b) Provisions and arrangements for the marketing of shares or units in Spain, and where applicable, of classes of such shares or holdings.

(c) Regulation of the investment fund or the instruments of incorporation of the company.

(d) Prospectus of the institution or equivalent document, if required, and the last annual report.

e) Identification of the IIC depositary.

f) Description of the IIC, or any information about it, at the disposal of investors.

g) Information about the place where the main IIC is established if the IIC to be marketed is a subordinate IIC.

h) Where appropriate, information on the measures taken to prevent the marketing of IIC between retail investors.

(i) Documents certifying the subjection of the IIC established in a non-Member State of the European Union and the shares, shares or securities representing its capital or assets to the legal regime that is applicable.

All documents referred to in this paragraph and the previous one shall be presented in a language customary in the field of international finance.

3. In addition, the manager shall provide, together with the previous documentation, a certificate of accreditation to be requested from the competent authorities, confirming that the manager is authorised in accordance with Directive 2011 /61/EU of the European Parliament and of the Council. The European Parliament and the Council of 8 June 2011 to manage investment entities with a particular investment strategy.

4. In order that the shares or shares of the Institution of Collective Investment can be marketed in Spain, it will be necessary to be expressly authorized for this purpose by the National Securities Market Commission and that both the management and the IIC that you intend to market are enrolled in your records.

The authorization to be marketed may be denied for prudential reasons, for not giving an equivalent treatment to the IICs in the country of origin, for not being assured the compliance with the rules of management and discipline of the Spanish stock markets, because the due protection of investors resident in Spain or the existence of disturbances in the conditions of competition between these IICs and the IICs is not sufficiently guaranteed. authorised in Spain.

5. Once authorized to be placed on the market and registered by the IICs and their managers in the National Securities Market Commission's register, the management, in accordance with the provisions of this Law and its development regulations, must provide the shareholders and members of these IICs: the payments, the acquisition by the IICs of their shares or the repayment of their shares; the dissemination of the information to be supplied to the members and shareholders resident in Spain; and, in general, the exercise by them of their rights.

IICs and their managers must comply with the regulations in force in Spain concerning the marketing and advertising in Spain. The National Securities Market Commission will monitor compliance with these obligations.

6. Regulations may be used to determine additional requirements for the marketing of the shares and units of the IICs referred to in Article 2 (d). "

Six. A new Article 15c is added, which is worded as follows:

" Article 15c. Marketing in Spain to professional investors in IIC shares and units managed by non-resident managers in the European Union.

1. The placing on the market in Spain of the shares and units of the IICs referred to in Article 2 (1) (e), which is addressed to professional investors, shall require prior proof to the National Securities and Exchange Commission of the Compliance with the following ends:

(a) That the Spanish legislation regulates the same category of IIC to which the foreign institution belongs and, that the IIC, or the manager acting on its behalf, is subject in its State of origin to a specific regulation of protection of the interests of the shareholders or members of the Spanish legislation in this field.

(b) A favourable report of the authority of the State of origin to which the control and inspection of the IIC or the manager acting on its behalf is entrusted with respect to the development of the activities of the IIC.

(c) Where appropriate cooperation arrangements exist between the National Securities Market Commission, the competent authorities of the country of origin of the management, the supervisory authorities of the non-member State of the European Union in which the IIC is established, and, where appropriate, the supervisory authorities of the Member State of the European Union in which the IIC is established, in order to ensure at least an effective exchange of information enabling the authorities competent to carry out their duties in accordance with Directive 2011 /61/EU of the European Parliament European Union and the Council of 8 June 2011.

(d) The non-member State of the European Union in which the manager is established, and where appropriate the IIC established in a non-member State of the European Union, does not appear on the list of non-cooperating countries and territories established by the International Financial Action Task Force on Money Laundering.

2. Accredited such extremes, the IIC manager shall provide and register with the National Securities Market Commission the following information:

a) Identification of the IICs that the manager intends to market, as well as where these IICs are established.

(b) Provisions and arrangements for the marketing of shares or units in Spain, and where applicable, of classes of such shares or holdings.

(c) Regulation of the investment fund or the instruments of incorporation of the company.

(d) Prospectus of the institution or equivalent document, if required, and the last annual report.

e) Identification of the IIC depositary.

f) Description of the IIC, or any information about it, at the disposal of investors.

g) Information about the place where the main IIC is established if the IIC to be marketed is a subordinate IIC.

h) Where appropriate, information on the measures taken to prevent the marketing of IIC between retail investors.

(i) Documents certifying the holding of the manager established in a non-EU Member State, and where appropriate for the IIC established in a non-member State of the European Union and the shares, shares/units or securities representing their capital or assets, to the legal regime applicable to it.

All documents referred to in this paragraph and the previous one shall be presented in a language customary in the field of international finance.

3. In order that the shares or shares of the Institution of Collective Investment can be marketed in Spain, it will be necessary to be expressly authorized for this purpose by the National Securities Market Commission and that both the management and the IIC that you intend to market are enrolled in your records.

The authorization to be marketed may be refused on grounds of prudence, or in the event that the country of origin of the IIC is not a Member State of the European Union, for not giving equal treatment to the IICs or to the The Spanish authorities in the relevant country of origin, for not being assured compliance with the rules of ordination and discipline of the Spanish stock markets, for not being sufficiently guaranteed the proper protection of the investors resident in Spain or the existence of disturbances in the conditions of competition between these IICs and IICs authorised in Spain.

4. Once authorized to be placed on the market and registered by the IICs and their managers in the National Securities Market Commission's register, the management, in accordance with the provisions of this Law and its development regulations, must provide the shareholders and members of these IICs: the payments; the acquisition by the IICs of their shares or the repayment of their shares; the dissemination of the information that they must supply to the members and shareholders resident in Spain; and, in general, the exercise by them of their rights.

IICs and their managers must comply with the regulations in force in Spain concerning the marketing and advertising in Spain. The National Securities Market Commission will monitor compliance with these obligations.

5. Regulations may be used to determine additional requirements for the marketing of the shares and units of the IICs referred to in Article 2 (e). "

Seven. A new Article 15d is added, which is worded as follows:

" Article 15d. Marketing in Spain to non-professional investors in the shares and shares of IIC referred to in Article 2.1.f).

1. The marketing in Spain of the shares and units of the IICs referred to in Article 2.1.f), to non-professional investors, will require that prior to the National Securities Market Commission the compliance with the the requirements of Article 15c (1).

2. Accredited such extremes, the manager shall provide and register with the National Securities Market Commission the following documentation:

a) Identification of the IICs that the manager intends to market, as well as where these IICs are established.

(b) Provisions and arrangements for the marketing of shares or units in Spain, and where applicable, of classes of such shares or holdings.

(c) Regulation of the investment fund or the instruments of incorporation of the company.

(d) Information leaflet and document with the key investor information or equivalent document, which shall be approved by the National Securities Market Commission, as well as its publication.

e) Identification of the IIC depositary.

f) Description of the IIC, or any information about it, at the disposal of investors.

g) Information about the place where the main IIC is established if the IIC to be marketed is a subordinate IIC.

(h) Documents certifying the holding of the manager established in a non-member State of the European Union, and where appropriate of the IIC established in a non-member State of the European Union and the shares, shares/units or securities representing their capital or assets, to the legal regime applicable to it.

i) The financial statements of the IIC and its related audit report, prepared in accordance with the legislation applicable to that IIC.

3. All documents referred to in this Article shall be accompanied by their translation into Spanish or in another language admitted by the National Securities Market Commission.

4. In order that the shares or shares of the Institution of Collective Investment can be marketed in Spain, it will be necessary to be expressly authorized for this purpose by the National Securities Market Commission and that both the management and the IIC that you intend to market are enrolled in your records.

The authorisation to be placed on the market may be refused on prudential grounds, or in the event that the country of origin of the IIC or the manager is not a Member State of the European Union, because it is not equivalent to the IIC or its Spanish managers in that country of origin, for not being assured compliance with the rules of ordination and discipline of the markets of Spanish securities, for not being sufficiently guaranteed the due protection of the investors resident in Spain or by the existence of disturbances in the conditions of competition between them IIC and IICs authorised in Spain.

5. Once authorized to be placed on the market and registered by the IICs and their managers in the National Securities Market Commission's register, the management, in accordance with the provisions of this Law and its development regulations, must provide the shareholders and members of these IICs: the payments; the acquisition by the IICs of their shares or the repayment of their shares; the dissemination of the information that they must supply to the members and shareholders resident in Spain; and, in general, the exercise by them of their rights.

IICs and their managers must comply with the regulations in force in Spain concerning the marketing and advertising in Spain. The National Securities Market Commission will monitor compliance with these obligations.

6. The authorised intermediary must deliver free of charge to the shareholders or members of the foreign IIC resident in Spain, in accordance with the provisions of Chapter III of Title II, the prospectus, the document with the key data for the investor, or similar document, and the annual and half-yearly reports of the IICs, as well as the fund management regulation or, where applicable, the company's statutes. These documents will be provided in their translation into Spanish or in another language supported by the National Securities Market Commission.

7. Regulations may be used to determine additional requirements for the marketing of the shares and units of the IICs referred to in Article 2.1.f. '

Eight. The title of Article 16 is amended as follows:

" Article 16. 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 in the field of the European Union. '

Nine. A new Article 16a is added with the following wording:

" Article 16a. Placing on the market within the European Union of IICs other than those covered by Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 in the field of the European Union managed by authorised management companies in Spain in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 in the field of the European Union.

1. The Spanish SGIICs authorised under this Law which intend to market the shares or shares of IIC other than those covered by Directive 2009 /65/EC of the European Parliament and of the Council of 13 of 13 July 2009, at the level of the European Union, shall send to the National Securities Market Commission a notification letter containing the following information:

a) Identification of IICs to be marketed, as well as where such IICs are established.

(b) The provisions and arrangements for the marketing of IIC shares or units in the Member States where they intend to market them, and where appropriate, on the classes of these or on the series of those shares.

(c) The regulation of the investment fund or the instruments of incorporation of the company.

d) The prospectus of the institution or equivalent document and the last annual report.

e) The identification of the IIC depositary.

(f) A description of the IIC, or any information about it, at the disposal of investors.

g) Information about the place where the main IIC is established if the IIC to be marketed is a subordinate IIC.

h) The indication of the Member State in which it intends to market the IIC among professional investors.

(i) Where appropriate, information on the measures taken to prevent the marketing of IIC between retail investors.

2. The National Securities Market Commission will verify that this documentation is complete. Within 20 working days of receipt of the complete documentation file referred to in paragraph 1, the National Securities Market Commission shall forward it to the competent authorities of the Member State or Member States in which The intention is to market the IIC. This referral will be carried out by electronic means.

The National Securities Market Commission shall attach to the notification letter a certificate confirming that the management company is authorised in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 to manage IIC with that concrete investment strategy.

3. Once the notification file has been transmitted, the National Securities Market Commission shall immediately notify the management company. The manager may initiate the marketing of the IIC in the host Member State from the date of such notification.

The National Securities Market Commission shall inform the competent authorities of the Member State in which the IIC is established that the manager may start marketing IIC shares in the Member State of host.

The notification and certificate referred to in paragraphs 1 and 2 shall be issued at least in a language customary in the field of international finance.

4. In the event of a substantial modification of any of the data communicated in accordance with paragraph 1, the manager shall inform the National Securities Market Commission in writing at least one month before making the modification effective, if the The same is intended, or, in the case of an unforeseen modification, immediately after the modification occurs.

If, as a result of the planned modification of the management of the IIC by the manager, no longer in accordance with this Law or, in general, the manager no longer complies with this Law, the relevant competent authorities will inform the manager, without undue delay, that you cannot apply the modification.

If the proposed modification is applied without prejudice to the preceding paragraphs, or if an unforeseen event has occurred that has caused a modification, as a consequence of which the management of the IIC by the The company may cease to be in compliance with this Law, or if the manager may cease to comply with this Law, the National Securities Market Commission shall take all appropriate measures, including, if necessary, the express prohibition of the Marketing of IIC.

If the modifications are acceptable because they do not influence compliance with this IIC management law by the management company, or in compliance with the management of this Law, the National Securities Market Commission inform, without undue delay, such modifications to the competent authorities of the host Member State. '

Ten. Article 17 (4) and (6) are amended as follows:

" 4. The annual report shall contain the annual accounts, the management report, the audit report of the accounts concerned, the remuneration information referred to in Article 46a and the other information to be determined. In order to include significant information enabling the investor to make, with knowledge of cause, a judgment on the evolution of the institution's activity and results. "

" 6. The National Securities Market Commission shall establish the standard models of all the documentation referred to in this Article.

The National Securities Market Commission will keep a record of brochures, documents with key investor data, annual, semi-annual and quarterly reports of IICs, which the public will have free access to.

All the documents mentioned in the above paragraphs, simultaneously with their dissemination among the public, will be forwarded to the National Securities Market Commission with the aim of keeping the records updated to those of the refers to the previous paragraph. In the case of the prospectus and the document with the key data for the investor, its dissemination shall require the prior registration by the National Securities Market Commission in accordance with the provisions of Article 10.6. In the case of funds, the registration of the document with the key investor and prospectus data will require prior verification by the National Securities Market Commission.

The obligations arising from the second and third subparagraph of this paragraph shall also apply in respect of the managing companies authorised in another Member State of the European Union under Directive 2009 /65/EC of the European Parliament and of the Council. European Parliament and the Council of 13 July 2009 and Directive 2011 /61/EC of the European Parliament and of the Council of 8 June 2011 carrying out the management activities of an IIC authorised in Spain. '

Once. Article 26 (3) is amended and read as follows:

" 3. In the case of investment companies, the merger processes will be in accordance with the provisions of Law 3/2009 of 3 April on structural modifications of the commercial companies, in what is not provided by this Law and its regulations development.

The merger procedure shall be initiated subject to the agreement of the common draft terms of merger by the administrators of each of the companies participating in the merger, which together with other information to be determined They shall provide the National Securities Market Commission for authorisation. Such authorisation shall be requested from the National Securities Market Commission once the merger has been agreed by the management board and prior to the fulfilment of the advertising requirements of the draft merger established in the Law 3/2009, of April 3.

The authorisation, together with the correct and accurate information on the proposed merger which will be determined on a regulatory basis, should be communicated to the shareholders of all the companies concerned after the merger. compliance with the advertising requirements of the draft terms of merger established by Law No 3/2009 of 3 April 2009, by means of a procedure to ensure that the project is received at the address listed in the company's documentation.

The merger will necessarily be agreed by the general meeting of each of the companies participating in the merger, once the National Securities Market Commission authorizes the merger.

The definitive exchange equation shall be determined on the basis of the liquidative values and number of shares outstanding on the day preceding the granting of the public merger deed, and shall be valid for such purposes. certification issued by the secretary of the investment company's management board or by the secretary of the management board or chief executive of the management company.

The content of the merge project will be developed. "

Twelve. The title of Section 1 of Chapter I of Title III is amended as follows:

"Section 1. ª Common provisions applicable to IICs that comply with Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 and other similar financial IICs."

Thirteen. Section 3 is added to Chapter I of Title III with the following wording:

"Section 3. rd Provisions applicable to other IICs of a financial nature that do not comply with Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009."

Fourteen. A new Article 33a is inserted in the new Section 3 of Chapter I of Title III, with the following wording:

" Article 33a. IIC of Free Investment.

Free Investment IICs are those IICs of a financial character that will comply with the principles of Article 23 in terms that are determined to be regulated.

The eligible assets, the investment rules, and the third-party obligations of these IICs will also be determined.

Free Investment IICs may grant credits to third parties.

The denominations "Free Investment Fund" or "Free Investment Company", or its acronym "FIL" or "SIL" shall be proprietary to the authorized, constituted and registered entities in accordance with this Law and its regulations "

Fifteen. A new Article 33b is added in the new Section 3 of Chapter I of Title III with the following wording:

" Article 33 ter. IIC of Free Investment IIC.

The IIC of Free Investment IIC regulated in this Law are those IICs that will apply the rules on IIC of financial character, with the exceptions that are determined regulentarily.

The name "IIC of IIC de Inversión Libre", or its acronym "IICIICIL" shall be proprietary to the entities authorized, constituted and registered in accordance with the provisions of this Law and its implementing legislation. "

Sixteen. Article 34 is amended as follows:

" Article 34. Concept.

Non-financial IICs are all those that are not covered by Chapter I of Title III. "

seventeen. Article 40 (1) and (2) are amended as follows:

" 1. The SGIICs are public limited companies whose social object will be the management of investments, control and risk management, the administration, representation and management of subscriptions and repayments of funds and companies. investment.

In addition, management companies may be authorized to perform the following activities:

(a) Discretionary and individualized management of investment portfolios, including those belonging to pension funds, under a mandate granted by investors or legally authorised persons, provided that such portfolios include one or more of the instruments provided for in Article 2 of Law 24/1988 of 28 July of the Securities Market.

b) Administration, representation, management and marketing of venture capital entities, of Closed Collective Investment Entities, European Venture Capital Funds (EFCRs) and European Social Entrepreneurship Funds (FESE), in accordance with the terms laid down in 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 collective investment entities of type of closure, and the amendment of Law 35/2003 of 4 November of the institutions of Collective Investment.

2. By way of derogation from paragraph 1 of this Article, management companies may also be authorised to carry out the following additional activities:

(a) Advice on investments in one or more of the instruments provided for in Article 2 of Law 24/1988 of 28 July of the Securities Market.

b) Custody and management of the investment funds ' holdings and, where appropriate, the shares of the investment companies of the FCRE and EuSEF.

c) The receipt and transmission of client orders in relation to one or more financial instruments.

In any event, the authorisation to carry out the activities of this paragraph shall be conditional on the management company having the necessary authorisation to provide the services referred to in point (a) of paragraph 1. 1 above. "

Eighteen. Article 41 (1), (2) and (4) are amended as

:

" 1. It will be up to the National Securities Market Commission to authorize, on a prior basis, the creation of an SGIIC. Once incorporated, in order to start their activity, they must register in the Mercantile Register and in the corresponding register of the National Securities Market Commission.

The National Securities and Exchange Commission shall notify the European Securities and Markets Authority of each authorization granted or revoked on a regular basis.

2. The application for authorization must be accompanied by the documents to be drawn up, including the draft statutes and a memory in which the organisational structure of the company will be described in detail. the relationship of activities to be developed and the technical and human resources of which it will have, the relationship of those who will hold positions of administration or management in the entity, as well as the accreditation of the honorability and the professionalism of these, the the identity of the shareholders, whether direct or indirect, natural or legal persons, who hold a significant participation in the company and the amount of the company and, in general, how much data, reports or records are deemed appropriate to verify compliance with the conditions and requirements set out in this Chapter.

In addition, in the application for authorisation, managing companies, in accordance with what is determined to be regulated, shall include information on:

(a) 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 they manage.

(b) Information on the arrangements for delegation and sub-delegation of functions to third parties.

4. The resolution of the authorization of the National Securities Market Commission, which in any case shall be motivated, shall be notified within three months of the filing of the application or the day on which the documentation is completed. required.

These deadlines may be extended by three months when deemed necessary and the SGIIC is notified in advance. If that period elapses without express resolution, the application for administrative silence may be deemed to be considered, with the effects provided for in Law 30/1992 of 26 November of the Legal Regime of the General Administration and of the Common Administrative Procedure. "

nineteen. A new Article 41a is added with the following wording:

" Article 41a. Exemption assumptions.

1. The SGIIC may be exempted from compliance with some of the obligations of this Act, in accordance with the provisions of this Law, where they meet the following requirements:

(a) That they only manage investment entities and whose assets under management are less than EUR 100 million, including assets acquired through leverage, or

(b) EUR 500 million where the investment entities that they manage are not leveraged and do not have reimbursement rights that can be exercised over a period of five years after the initial investment date.

For the purposes of the calculation of the thresholds, all assets in investment entities incorporated in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 of 8 shall be taken into account as assets under management of the SGIIC. June 2011, which manages both the managing company itself and indirectly through a company with which the management company is related for reasons of common management or control, or for direct or indirect participation significant.

2. Previous managers should report to the National IIC Securities Market Commission to manage and provide information on investment strategies. They shall also regularly provide information to the National Securities Market Commission on the main instruments in which they invest as well as on the main risks and concentrations as set out in the development of this Law.

3. Such managers shall report to the National Securities Market Commission when they cease to comply with the conditions set out in paragraph 1.

4. The provisions of paragraph 1 of this Article shall not apply to SGIICs which market IICs to non-professional investors.

For these purposes, the SGIICs shall comply with the provisions laid down in Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012. '

Twenty. A new paragraph 5 is added to Article 46 with the following wording:

" 5. In addition, and without prejudice to the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012, the obligations of management companies in relation to:

may be laid down, inter alia:

a) Remuneration policies and practices.

b) The measures to be taken to detect, prevent, manage and control conflicts of interest that may arise during IIC management.

c) Proper risk management. In particular, managing companies when assessing the solvency of the IICs ' assets shall not, in an exclusive and automatic manner, depend on the ratings issued by the credit rating agencies as defined in 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.

d) Measures to ensure an adequate liquidity management system. "

Twenty-one. A new Article 46a is added with the following wording:

" Article 46a. Information about remuneration policies.

1. The SGIICs shall make public, in the annual report, the following information on their remuneration policies:

(a) The total amount of the remuneration paid by the management company to its staff, broken down into fixed and variable remuneration, the number of beneficiaries and, where appropriate, the remuneration based on a participation in the benefits of the IIC obtained by the SGIIC as compensation for the management and excluding any participation in the benefits of the IIC obtained as the return on capital invested by the SGIIC in the IIC.

(b) The aggregate amount of the remuneration, broken down between senior positions and employees of the management company whose performance has a material impact on the risk profile of the IIC.

2. In setting and applying the total remuneration policy, including salaries and discretionary pension benefits, of those categories of staff, including senior managers, those responsible for taking risks and those who perform functions of control, and any employee who receives a total remuneration that includes it in the same remuneration group as senior managers and those responsible for taking risks, whose professional activities have an important impact on the profile of (a) the risk of the IICs or the IICs they manage, the SGIICs will be in line with the principles the following are indicated, in a manner and in accordance with their dimensions, with their internal organization and with the nature, scope and complexity of their activities:

(a) The remuneration policy will be in line with sound and effective risk management, will lead to this type of management and will not provide incentives to take risks incompatible with risk profiles, fund rules or the IIC statutes that they manage.

(b) The remuneration policy shall be compatible with the business strategy, objectives, values and interests of the SGIIC and IICs managing IIC investors, and shall include measures to avoid conflicts. of interests.

(c) The management body, in its supervisory role of the SGIIC, shall set out the general principles of the remuneration policy, review them regularly and shall also be responsible for its implementation.

d) At least once a year, a central and independent internal evaluation of the application of the remuneration policy shall be made in order to verify whether the remuneration policies and procedures adopted by the Member State are fulfilled. management body in its supervisory role.

(e) Staff members involved in risk management shall be compensated in the light of the achievement of the objectives linked to their tasks, irrespective of the results that they deliver in the business areas. they are controlled.

f) The remuneration of senior management in risk management and compliance functions shall be directly supervised by the remuneration committee.

g) When the remuneration is linked to the results, its total amount shall be based on an assessment combining the results of the person and the business unit or the IICs concerned and the overall results of the the SGIIC, and in the assessment of individual results, shall be subject to both financial and non-financial criteria.

(h) The assessment of the results will be carried out in a multi-annual framework appropriate to the IIC life cycle managed by the SGIIC, in order to ensure that the evaluation process is based on the longer-term results and the effective settlement of the remuneration components based on the results is extended over a period that takes into account the IIC's repayment policy that it manages and its investment risks.

i) Variable remuneration can only be guaranteed in exceptional cases, in the context of recruitment of new staff and limited to the first year.

j) In total remuneration, fixed components and variable components shall be appropriately balanced; the fixed component shall be a sufficiently high part of the total remuneration, so that the policy of variable elements of the remuneration can be fully flexible, to such an extent that no variable component of the remuneration can be paid.

k) Payments for early termination of a contract shall be based on the results obtained over time and shall be established in such a way that they do not reward bad results.

l) In the measurement of the results with a view to calculating the variable components of the remuneration or the lots of variable components of the remuneration, a full adjustment mechanism shall be included to integrate all types of remuneration. Current and future risks.

m) Depending on the legal structure of the IIC and the regulations or instruments of incorporation, a substantial part, which is at least 50 percent of any variable remuneration, will consist of IIC shares in issue, or equivalent property interests, or instruments linked to shares, or equivalent instruments other than cash, except where the IIC management accounts for less than 50% of the total portfolio managed by the SGIIC, in The case shall not apply to the minimum of 50%.

These instruments are subject to an appropriate retention policy aimed at aligning incentives with the interests of the SGIICs and IICs they manage and IIC investors.

n) A substantial part, representing at least 40% of the variable remuneration component, shall be deferred for an appropriate period in accordance with the life cycle and the IIC reimbursement policy in question and be adequately adapted to the nature of the risks of the IIC in question.

The period referred to in the preceding paragraph shall be at least three to five years, unless the life cycle of the IIC in question is shorter; no payment shall be made on the basis of deferral arrangements more quickly than in a proportional manner; in the case of a variable remuneration element of a particularly high level, at least 60% shall be deferred.

n) The variable remuneration, including deferred part, shall be paid or entered into possession of the variable remuneration only if it is sustainable in accordance with the financial situation of the SGIIC as a whole, and if justified on the basis of the results of the business unit of the IIC and the person concerned.

Total variable remuneration will generally be contracted in a considerable way when the SGIIC or the IIC results in mediocre or negative financial results, taking into account the current remuneration and the reduction of payments. of the amounts previously obtained, including through penalty or recovery provisions.

o) The pension policy will be compatible with the business strategy, objectives, values and long-term interests of the SGIIC and the IICs it manages.

If the employee leaves the SGIIC before retirement, the SGIIC will have in its possession the discretionary pension benefits for a period of five years in the form of instruments such as those defined in the letter m). If an employee reaches the retirement age, he or she will be paid the discretionary pension benefits in the form of instruments such as those defined in the letter m) subject to a five-year retention period.

p) staff members will undertake not to make use of personal liability insurance or liability insurance strategies related to liability in order to undermine the risk alignment effects integrated into their remuneration scheme.

q) variable remuneration shall not be paid by means of instruments or methods to circumvent the requirements of this Law and its regulatory development.

3. The principles set out in paragraph 2 shall apply to any remuneration paid by the SGIIC; to any amount paid directly by the IIC itself, including accrued interest; and to any transfer of interest IIC for the benefit of those categories of staff, including senior managers, those responsible for taking risks and those exercising control functions and any employee who receives a total remuneration that includes them in the same group of remuneration for senior managers and those responsible for taking risks, whose activities professionals have an important impact on your risk profile or on the risk profiles of IICs that you manage.

4. Important SGIICs for their size or for the importance of IICs they manage, for their internal organisation and for the nature, scope and complexity of their activities, shall establish a remuneration committee. This committee shall be constituted in such a way that it can assess with competence and independence the remuneration rules and practices and the incentives established for risk management.

The remuneration committee shall be responsible for the preparation of remuneration decisions, including those which have an impact on the risk and risk management of the SGIIC or the IIC concerned and which the management body must be adopted in its supervisory role. The remuneration committee shall be chaired by a member of the management body that does not carry out executive functions in the SGIIC concerned. The members of the remuneration committee shall be members of the management body that do not exercise executive functions in the SGIIC concerned.

5. The principles set out in this article may be developed. "

Twenty-two. A new Article 47a is added with the following wording:

" Article 47a. Obligations arising from the acquisition of significant holdings and the control of companies by IICs managed by management companies authorised under Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

1. The SGIIC shall notify the National Securities Market Commission, within a maximum of 10 working days, of the percentage of voting rights resulting in cases where an IIC directly or indirectly acquires or transfers shares or shares in a non-listed company, either individually or jointly on the basis of an agreement with other IICs or their SGIICs, and as a result of such legal business, the proportion of voting rights remaining in their power exceeds the thresholds of 10, 20, 30, 50, or 75 percent or is reduced below those thresholds.

2. Where an IIC directly or indirectly acquires shares or shares in a non-listed company, either individually or jointly on the basis of an agreement with other IICs or its SGIICs, and as a result of such acquisition, it shall be held more than 50% of the voting rights of the unlisted company, its SGIIC shall meet the following obligations:

(a) You must notify this circumstance to the National Securities Market Commission, the non-listed company as well as to those partners whose identities and addresses you know or may know through the acquired company or of a record. The notification shall be made within the maximum period of 10 working days and shall contain the following information:

1. The resulting situation, in terms of voting rights.

2. The conditions under which it has acquired control, together with an indication of the identity of the various partners concerned, of any natural or legal person with the capacity to exercise the right to vote on its behalf and, where appropriate, the chain of companies by means of which the voting rights are effectively exercised.

3. The date the control was acquired.

b) You must make the following information available to the National Securities Market Commission, the non-listed company as well as to those partners whose identities and addresses you know or may know through the acquired society or from a registry:

1. Your identity.

2. Its policy of prevention and management of conflicts of interest, in particular in relation to IIC and the non-listed company, including information on specific safeguards established to ensure that any agreement between it, the IIC and the company has been concluded under conditions of mutual independence.

3. The policy of external and internal communication relating to society, in particular as far as workers are concerned.

(c) The information on the financing of the acquisition shall be provided to the National Securities Market Commission and to the shareholders or members of the IIC.

(d) You must ensure that the IIC, or itself when acting on behalf of the IIC, informs the unlisted company and its partners about its intentions with respect to the future activities of the non-listed company and the impact on employment, including any material changes in terms of employment.

e) You must include the following information relating to the non-listed company in the IIC annual report that acquires control:

1. A description of the important events for society that occurred after the end of the financial year.

2. A faithful exhibition on the evolution of the business of the society in which the situation is reflected at the end of the exercise that is the subject of the report.

3. The foreseeable evolution of society.

4. In the event that own shares have been acquired, the information referred to in Article 148.d) of the Recast Text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010, of 2 July.

3. In the case of the previous paragraph, the SGIIC, in its notification to the non-listed company, shall request the board of directors to inform the legal representatives of the employees of the acquisition of the control by the the IIC and make available the information referred to in points (a), (b), (d) and (e) of that paragraph.

4. In the case referred to in paragraph 2, in addition, the SGIIC shall comply with the following limitations relating to the non-listed company for a period of 24 months from the acquisition of the control by the IIC:

(a) It may not take capital reduction operations, with the exception of those subscribed capital reductions which are intended to compensate for losses or to increase unavailable reserves, provided that after that The amount of the increased reserve shall not exceed 10% of the subscribed capital once reduced.

b) You may not agree to the distribution of dividends if any of the following conditions apply:

1. When at the end of the last financial year, the amount of the net worth is or will become the result of a distribution of results lower than the subscribed capital plus the statutory and statutory reserves unavailable. For these purposes, where the non-paid-up subscribed capital has not been accounted for in the balance sheet asset, its amount shall be deducted from the subscribed capital.

2. When the distribution of dividends exceeds the amount of the results of the last financial year, plus the undistributed profits and the expenses charged to the reserves of free disposition to this end, minus the losses accumulated and the allocations from the statutory and statutory reserves unavailable.

(c) You may not agree to the acquisition or redemption of equity or equity by way of reimbursement to the partners where the acquisition places the amount of equity below the amount provided for in the ordinal 1. point (b) above. For this purpose, the shares or shares acquired by the company and those acquired by a person acting in his own name but on behalf of the company shall also be taken into account. Where the acquisition of shares or shares of their own is possible, it shall be adjusted as provided for in Articles 140.1 and 144.b), c) and d) of the recast text of the Capital Companies Act, approved by the Royal Legislative Decree 1/2010, of 2 July.

5. The SGIIC shall take all necessary measures to ensure that the operations referred to in the preceding paragraph are not carried out by the non-listed company and, if it is represented on its board of directors, it shall exercise its powers. voting rights in the form necessary to prevent them.

6. The reporting obligation referred to in paragraph 2 (b) and the prohibitions and obligations referred to in paragraphs 4 and 5 shall also apply where an IIC acquires control of an issuer whose securities are admitted to trading in a the official secondary market or in another regulated market domiciled in the European Union, either individually or jointly on the basis of an agreement with other IICs or their SGIICs. For these purposes, the acquisition of control shall be determined in accordance with Law 24/1988 of 28 July of the Stock Market.

7. For the purposes of calculating the percentages of voting rights set out in the preceding paragraphs, all shares or shares conferring voting rights shall also be taken into account, even if their financial year is suspended, as well as those other securities and financial instruments which confer the right to acquire shares which in turn attribute voting rights.

8. The obligations and limitations provided for in this Article shall not apply in the following cases:

(a) Where the IIC has been authorised under Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009.

(b) Where unlisted companies or issuers are:

1. Entities having the consideration of small and medium-sized enterprises in accordance with Article 2 (1) of the Annex to Commission Recommendation 2003 /361/EC of 6 May 2003 on the definition of micro-enterprises and small and medium-sized enterprises, or

2. Special purpose entities created for the acquisition, tenure, or management of real estate.

9. The scope of the obligations and limitations provided for in this Article shall be determined. "

Twenty-three. Article 50 is amended as follows:

" Article 50. Revocation procedure.

1. The revocation of the authorisation shall be in accordance with the common procedure laid down in Law 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure, with the following specialties:

(a) The initiation agreement and the instruction shall be the responsibility of the National Securities Market Commission, which may take the provisional measures it deems necessary, such as the discharge of the IIC managed to another SGIIC.

(b) The resolution of the file shall be the responsibility of the National Securities Market Commission.

(c) The deadline for the resolution of the file shall be six months.

2. However, where the cause of revocation is one of the reasons set out in points (a), (b) or (c) of the previous Article, it is sufficient to give the interested party a hearing. In the cases referred to in point (g), the specific procedures provided for in this Law shall be followed.

3. The resolution that agrees to the revocation shall be immediately enforceable. Once notified, the management company will not be able to carry out new actions related to its social object. The resolution must be registered in the Mercantile Register and in the register of the National Securities Market Commission. It will also be published in the Official Gazette of the State, producing effects against third parties.

4. The National Securities Market Commission may agree that the revocation will result in the entity's forced dissolution. In these cases, the National Securities Market Commission may, in the interest of investor protection, agree to all precautionary measures deemed relevant and, in particular:

(a) Agree to the transfer to another company of cash management, marketable securities and other financial instruments, assets and managed rights.

b) Name the liquidators.

c) Require any specific guarantee to the partners or to the liquidators appointed by the company.

d) Intervening settlement operations. If, pursuant to this provision, or in other provisions of this Law, it is necessary to appoint liquidators or auditors of the liquidation operation, the provisions of Chapter III of Title VI of this Law shall apply.

5. When a management company agrees to be dissolved by any of the causes provided for in the Capital Companies Act, the authorization shall be deemed to be revoked, with the National Securities Market Commission being able to agree on its orderly liquidation. any of the measures referred to in paragraph 4 of this Article.

6. The revocation of the authorisation granted to a management company with its registered office in a non-EU Member State shall, where appropriate, entail the revocation of the authorisation of the operating branch in Spain.

7. The withdrawal of the authorisation granted to a managing company with its registered office in a Member State of the European Union shall mean the immediate adoption by the National Securities Market Commission of the relevant measures to ensure that the does not initiate new activities in Spain and safeguard the interests of investors, as well as, where appropriate, the adoption in collaboration with the competent supervisory authority and without prejudice to its powers, corresponding to order their settlement. "

Twenty-four. The title of Article 54 is amended as follows:

" Article 54. Cross-border performance of management companies governed by Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 authorised in Spain. '

Twenty-five. A new Article 54a is added with the following wording:

" Article 54a. Conditions for the cross-border management of IIC by management companies authorised in Spain in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

1. The SGIICs authorised in Spain in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 may manage IICs established in another Member State, either directly or through the establishment of a branch, provided that the SGIIC is authorized to manage that type of IIC.

2. Any manager who intends to manage IICs established in another Member State for the first time shall communicate to the National Securities Market Commission the following information:

(a) The Member State in which you intend to manage IICs directly or by establishing a branch and

(b) a programme of activities indicating, in particular, the services to be proposed and identifying the IICs that it intends to manage.

3. In the event that the manager intends to establish a branch, it shall provide the following information in addition to that provided for in paragraph 2:

a) The organizational structure of the branch,

b) the address in the IIC source Member State where documentation can be obtained and

c) the name and contact details of the persons responsible for the management of the branch.

4. Within one month of the date of receipt of the complete documentation referred to in paragraph 2, or two months after the receipt of the complete documentation in accordance with paragraph 3, the National Market Commission of the Securities shall transmit this complete documentation to the competent authorities of the host Member State. Such transmission shall only take place if the management of IICs by the management is carried out, and continues to be carried out, in accordance with the provisions of this Law and if the management complies with the provisions of this Law.

The National Securities Market Commission shall attach an accredited certificate stating that the manager concerned has been authorised in accordance with Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011. The National Securities Market Commission shall immediately notify the management of such transmission.

Once the transmission notification has been received, the manager may start to provide her services in her host Member State.

5. In the event of a change in any of the data communicated in accordance with paragraph 2 and, where appropriate, paragraph 3, the management shall notify the National Securities Market Commission in writing at least one month before the date of the notification. effective modification, or immediately after an unexpected modification.

If, as a result of the planned modification, the management of the IIC by the manager no longer complies with one or more provisions of this Law or, in general, the manager no longer complies with one or more provisions of this Law. Law, the National Securities Market Commission will inform the management, without undue delay, that it cannot apply the modification.

If the proposed amendment has been adopted in contravention of the provisions of the first and second subparagraphs, or if an unforeseen event has occurred which has caused a change, as a result of which the The IIC by the manager may cease to be in accordance with this Law, or if the manager could fail to comply with this Law, the National Securities Market Commission will take all appropriate measures.

If the modifications are acceptable, the National Securities Market Commission shall inform the competent authorities of the host Member State without delay of such modifications. "

Twenty-six. The title of Article 55 is amended as follows:

" Article 55. Management companies authorised by Directive 2009 /65/EC of 13 July 2009 in another Member State of the European Union. '

Twenty-seven. A new Article 55a is added with the following wording:

" Article 55a. Conditions for the management of Spanish IICs by management companies governed by Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 and authorised in another Member State of the European Union.

1. Any management company authorised in a Member State of the European Union under Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 may manage IICs in Spain, either directly or through the establishment of a branch, provided that the manager is authorized to manage that type of IIC.

2. The implementation in Spain, for the first time, of activities by management companies authorised in another Member State of the European Union, may be initiated once the National Securities Market Commission has received communication from the authority. competent of the Member State of origin of the management company, in the terms set out in Article 54 bis.2 and 3 of this Law.

3. The National Securities Market Commission may require management companies to have branches or to act under the freedom to provide services on Spanish territory that provide the information necessary to control the compliance with the rules applicable to them under this Law and its implementing rules. Management companies authorised in another Member State of the European Union carrying out their activities through a branch in Spain shall in any event comply with the rules of conduct laid down in Title VI and in its implementing rules. The National Securities Market Commission will be responsible for monitoring compliance with those provisions.

4. Management companies authorised in another Member State of the European Union which are to act in Spain under the freedom to provide services shall be obliged to appoint a representative with tax residence in Spain to represent them. for the purposes of the tax obligations to be fulfilled by the activities carried out on Spanish territory.

5. The National Securities Market Commission shall without delay inform the competent authorities of the Member State of origin of the management company of any problems identified in the IIC and which may materially affect the capacity of the company manager to properly comply with its statutory or regulatory obligations, which have an impact on the supervisory area of the National Securities Market Commission.

6. The competent authorities of the managing companies authorised in another Member State of the European Union which carry out their activities in Spain through a branch may, by themselves or through the intermediaries appointed for that purpose, and after having informed the National Securities Market Commission, carry out on-the-spot verifications in Spain. The verification shall cover all information relating to the management and structure of the ownership of the management companies which may facilitate its supervision, as well as any information which may facilitate its control.

The above paragraph shall be without prejudice to the right of the National Securities Market Commission to carry out on-the-spot verifications of branches established in Spain in compliance with the responsibilities of the who attribute the laws to him. "

Twenty-eight. Article 56 is amended as follows:

" Article 56. Management companies not domiciled in the European Union.

1. For management companies not domiciled in the European Union which intend to open a branch in Spain, the procedure for prior authorisation provided for in Chapter II of this Title shall apply with the adjustments to be made. Regulation. If they intend to provide services without a branch, they must be authorised in the form and conditions to be regulated. In both cases the authorization may be refused, or conditional, for prudential reasons, for not giving an equivalent treatment to the Spanish entities in their country of origin, or for not being assured the compliance with the regulations established in this Law and its regulatory development, to which they must be adjusted in its operation.

2. It shall also be subject to the prior authorisation of the National Securities Market Commission, the creation by a Spanish management company or a group of Spanish management companies, a foreign management company, or the acquisition of a participation in an existing management company where that foreign management company is to be incorporated or is domiciled in a State which is not a member of the European Union. The information to be included in the application will be determined.

3. The conditions for the authorisation of non-Community management companies shall be determined when the reference state is Spain. '

Twenty-nine. A new Article 56a is added with the following wording:

" Article 56a. Conditions applicable to SGIICs that manage IICs established in non-EU Member States not on the market in the Member States of the European Union.

An SGIIC authorised in Spain under Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 may manage an IIC domiciled in a non-Member State of the European Union not placed on the market European Union provided that it complies with the following conditions:

(a) that the SGIIC complies with that IIC with all the requirements set out in this Act, except for the obligation to appoint a depositary contained in Article 11.1.f) and the obligation to audit the annual report to which it refers Article 17 in respect of those IICs.

(b) There are cooperation agreements between the National Securities Market Commission and the supervisory authorities of the non-member State of the European Union in which the IIC is established in order to ensure at least one the effective exchange of information to enable the National Securities Market Commission to carry out its duties in accordance with this Law.

Other requirements of the Act may also be determined by Regulation (EU) of the European Parliament and of the Council of 8 June 2011, as laid down in Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2001. 2011. "

Thirty. Article 58 is amended as follows:

" Article 58. Designation and incompatibilities.

1. Banks, savings banks, credit unions, companies and securities agencies may be deposited. They shall all have the status of a participating entity in the clearing, settlement and registration systems in the markets in which they are to operate, either as such or through another participating entity. In the latter case, the participating entity shall have the third-party account broken down.

The depositary must have its registered office or, where appropriate, a branch in Spain.

The conditions to be met by IIC depositaries based in third countries will be determined.

When the depositary has a credit rating granted by a credit rating agency, it shall be recorded in the quarterly and quarterly reports, indicating whether that credit rating agency is established in the European Union and registered as in accordance with the provisions of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, or, if it is established in a non-Member State of the European Union, that has obtained a certification based on equivalence in accordance with the Regulation.

2. Each institution shall have one depositary. No entity may be simultaneously gesturing and depository of the same institution, except in the case of cases where, exceptionally, this possibility is permitted.

3. The appointment of the depositary shall be effected by a written contract. The contract shall, inter alia, regulate the flow of information deemed necessary to enable the depositary to perform the functions for the company or fund for which it has been appointed as depositary, as laid down in the Act. "

Thirty-one. Article 60 (g) and (h) shall be amended as follows:

" g) To exercise the functions of deposit or administration of assets belonging to IICs, taking responsibility in cases where they do not directly develop the same. The obligations inherent and the mode of the custody function of the financial instruments that are security, understood as those that are entered into an account of financial instruments opened in the books of the European Union, shall be developed. depositary and all those who are physically surrendered to the depositary, and the depositary of the other IIC property assets for which the depositary shall carry out the verification of the property and keep it in a register and the requirements that they must satisfy the entities that make the foreign securities deposit of the IICs.

(h) Perform any other function that serves for the best execution or as a complement to the custody and surveillance functions, including ensuring the control of cash flows and checking that the calculation the liquidative value is carried out in accordance with the applicable law and with the rules or instruments of incorporation of the fund or company. '

Thirty-two. Article 60a is amended and read as follows:

" Article 60a. Delegation of the IIC depository repository function.

The IIC depositary may delegate to third parties, and these in turn sub-delegate, the deposit function defined in Article 60g) of the IIC assets as long as the third party meets all the requirements of the IIC the depositary established in this Law and its implementing rules, with the exceptions which can be determined on a regulated basis, and the depositary respects a number of conditions which may be determined by regulation, including finds that there is an objective reason for the delegation. "

Thirty-three. Article 62 is amended as follows:

" Article 62. Liability of the depositaries.

1. The depositaries shall always act independently and in the interests of the investors of the IICs, and must fulfil all their obligations with the diligence of an orderly businessman and a loyal representative.

Depositors may ask the management company for all the information they need for the exercise of their duties.

The depositary is required to communicate to the National Securities Market Commission any anomaly it detects in the management of the institutions whose assets they hold in custody.

The depositary is obliged to forward to the National Securities and Exchange Commission, upon request, any information it has obtained in the exercise of its functions and that the National Securities Market Commission needs to monitor compliance with current regulations by the IIC.

2. Depositaries shall be liable to members or shareholders of all damages caused to them by intentional non-compliance or by negligence of their legal obligations. The depositary is obliged to require the management company to carry out its duties on behalf of the members.

Depositors will be responsible for the deposit of the IIC assets, even if they have entrusted to a third party the deposit of part or all of the assets.

The depositary shall be liable to the members or shareholders for the loss, by the same or a third party in whom the custody of the financial assets is delegated.

3. In the event that the loss affects the financial instruments held in custody, the depositary shall, without undue delay, return to the IIC a financial instrument of identical characteristics or the corresponding amount. The depositary shall not be liable if it can prove that the loss occurred as a result of an external event that escaped reasonable control, the consequences of which would have been unavoidable despite all efforts to avoid them.

Reglamentarily the conditions of application of this paragraph may be determined. "

Thirty-four. A new Article 62a is added with the following wording:

" Article 62a. Transfer of responsibility of the depositaries.

1. The responsibility of the depositary shall not be affected by any delegation of functions which may be carried out in accordance with Article 60a. However, for IIC depositaries other than those authorised under Directive 2009 /65/EC of the European Parliament and of the European Council of 13 July 2009, in the event of a loss of financial instruments held by a third party with pursuant to Article 60a, the depositary may be exempted from liability if it can prove:

(a) That all the requirements for the delegation of its custody functions, as provided for in Article 60a, are met.

b) That there is a written contract between the depositary and the third party for which the responsibility of the depositary is expressly transferred to the third party and authorizes the IIC or, where appropriate, the manager to lodge a complaint against the third party in relation to the loss of financial instruments or the depositary to make such a claim on its behalf.

(c) That there is a written contract between the depositary and the IIC, or the manager where appropriate, that expressly allows the depositary's exemption from liability and establishes the objective reason for subscribing to that exemption from the responsibility.

For the objective reasons referred to in point (c) above, the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011 /61/EU shall be as follows: of the European Parliament and of the Council, as regards exemptions, general conditions for the exercise of activity, depositaries, leverage, transparency and supervision.

2. Where the law of a third country requires that certain financial instruments be held in custody by a local entity and there are no entities that satisfy the requirements of the depositary in this Law and in its development legislation, relating to being subject to effective prudential regulation and supervision, including the minimum capital requirement, in the field concerned and shall be subject to periodic external audits to verify that the financial instruments and other securities are in their possession, the depositary may be exempt from liability if it is meet the following conditions:

(a) That the IIC's regulations, statutes, or constitution documents expressly authorize such disclaimer.

(b) The investors of the IIC have been duly informed of such disclaimer and of the circumstances that justify it on the basis of prior investment.

(c) The IIC or the SGIIC where appropriate have requested the depositary to delegate the custody function of those financial instruments to a local entity.

(d) A written contract between the depositary and the IIC, or the SGIIC where appropriate, expressly permitting such exemption from liability.

e) That there is a written contract between the depositary and the third party for which the responsibility of the depositary is expressly transferred to that local entity and authorizes the IIC or the SGIIC where appropriate to file a claim against that local entity in relation to the loss of financial instruments or the depositary to make such a claim on its behalf.

Reglamentarily the conditions of application of this article may be determined. "

Thirty-five. Article 71 (1) is amended as follows:

" 1. The National Securities Market Commission may require the entities referred to in Article 55 and Article 55a to act under the freedom to provide services, and to their branches, for the information necessary to verify the compliance with the applicable rules. It may also require information for purely statistical purposes. "

Thirty-six. Article 71a is amended to read as follows:

" Article 71a. IIC monitoring that they market transborder.

1. Where the National Securities Market Commission has reasonable grounds to believe that an IIC or SGIIC is authorised in another Member State of the European Union, the shares or units of which are marketed in Spain pursuant to Article 15 or Article 15a infringes obligations arising from Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 or of Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011, the supervision of which is not corresponds to the National Securities Market Commission, will communicate these facts to the authorities competent of the IIC home Member State.

In the event that, despite the measures taken by the competent authorities of the IIC's home Member State, or of the SGIIC, or because of the lack of action by that Member State in a Member State, the IIC is either a reasonable period of time, the IIC or the SGIIC shall persist in a performance clearly detrimental to the interests of the investors in Spain of the IIC pursuant to Article 15 or Article 15a, the National Securities Market Commission may proceed from a in the following ways:

(a) Adopt, after informing the competent authorities of the home Member State of the IIC or SGIIC, all appropriate measures to protect investors, and may even prevent the IIC or SGIIC from continuing to be considered marketing its shares or units in Spain.

(b) Where necessary, refer the matter to the European Securities and Markets Authority in accordance with Article 19 of Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010, a European Supervisory Authority (European Securities and Markets Authority) is established, Decision 716 /2009/EC is amended and Commission Decision 2009 /77/EC is repealed.

The National Securities Market Commission shall without delay inform the European Commission and the European Securities and Markets Authority of any measure taken pursuant to point (a).

2. Where, in relation to an IIC or a management company authorised in Spain which has received the communication from the National Securities Market Commission referred to in Article 16 or Article 16a, the National Market Commission shall Securities receive from a competent authority of a Member State of the European Union a communication stating that it has reasonable grounds to believe that the said IIC or manager infringes obligations arising from Directive 2009 /65/EC of the European Union European Parliament and the Council of 13 July 2009, or of Directive 2011 /61/EU of the European Parliament and of the Council Council of 8 June 2011, whose oversight is the responsibility of the National Securities Market Commission, shall take appropriate action. '

Thirty-seven. Article 771 (1) and (2) are amended, which shall be amended as follows:

" 1. The National Securities Market Commission shall cooperate with the competent authorities of the Member States of the European Union whenever it is necessary to carry out the duties established or to exercise the powers conferred on it. It shall also cooperate with those authorities whenever it is necessary to carry out the duties established or to exercise the powers conferred on those competent authorities by their national rules transposing Directive 2009 /65/EC of the European Parliament and of the Council. European and Council Directive of 13 July 2009 and Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

The National Securities Market Commission shall provide assistance to the competent authorities of the other Member States. In particular, it shall immediately provide the information necessary for the performance by these authorities of their duties and shall collaborate in research or supervision activities. The National Securities Market Commission may exercise its powers for cooperation purposes, even in cases where the conduct under investigation does not constitute an infringement of the rules in force in Spain.

The National Securities Market Commission shall also cooperate with the European Securities and Markets Authority in accordance with Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010, The establishment of a European Supervisory Authority (European Securities and Markets Authority), Decision 716 /2009/EC is amended and Commission Decision 2009 /77/EC is repealed and shall, without delay, transmit to that Authority all information necessary for the fulfilment of its tasks, in accordance with Article 35 of that Regulation.

2. Where the National Securities Market Commission has reasonable grounds to suspect that entities not subject to its supervision are performing or have carried out activities in the territory of another Member State of the European Union national provisions of that State for which Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 has been transposed and Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011, notify the European Securities and Markets Authority and the competent authority of the that Member State. This communication shall be without prejudice to the powers that the National Securities Market Commission may exercise. "

Thirty-eight. A new Article 771 is added which is worded as follows:

" Article 71 sexies. Exchange of information concerning the possible systemic consequences of the activity of the management companies authorised under Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011.

The National Securities Market Commission shall inform the competent authorities of other Member States where appropriate with a view to monitoring and reacting to the consequences that may arise from the activity of the Securities Market. management companies, either individually or collectively, for the stability of financial institutions with systemic importance and for the orderly functioning of the markets in which the management companies are engaged in the development of their business. The European Securities and Markets Authority and the European Systemic Risk Board shall also be informed that they shall forward that information to the competent authorities of the other Member States. For these purposes, it shall apply as laid down in Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 implementing Directive 2011 /61/EU on exemptions, general conditions of exercise, depositary, leverage, transparency and oversight. "

Thirty-nine. A new Article 71 septies is added which is worded as follows:

" Article 71 septies. Supervision of the limits to leverage and the adequacy of credit assessment processes.

1. On the basis of the information to be collected pursuant to this Law and in respect of the SGIICs managing IICs covered by Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 under their supervision, the Commission National of the Securities Market will have to determine to what extent the leverage to the generation of systemic risk in the financial system, risks of disruption of markets, or risks to long-term growth of the economy.

2. The information referred to in the previous paragraph shall be made available to the competent authorities of the other Member States, the European Securities and Markets Authority and the European Systemic Risk Board through the procedures for cooperation in the supervision established. Where an SGIIC that manages IICs covered by Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 under the supervision of the National Securities Market Commission or an IIC managed by that SGIIC, may provide an important source of counterparty risk to a credit institution or other relevant institutions for systemic purposes in other Member States, the National Securities Market Commission shall provide information without delay through the the procedures for cooperation in the supervision established, and bilaterally with the authorities competent from other Member States directly.

3. It shall be for the SGIIC to manage IICs governed by Directive 2011 /61/EU of the European Parliament and of the Council of 8 June 2011 to demonstrate that the leverage limits for each vehicle it manages are reasonable and that it complies with all the time limits laid down by the same. The National Securities Market Commission shall assess the risks that may arise from the use of leverage by a management company in respect of the vehicles it manages, and whenever it is deemed necessary for stability and integrity of the financial system, the National Securities Market Commission, after notification to the European Securities and Markets Authority, the European Systemic Risk Board and, where appropriate, the competent authorities on account of the origin of the the IIC, shall set limits on the level of leverage to which it is authorised to use an SGIIC or other restrictions on management in respect of the vehicles it manages in order to limit the impact of leverage on the generation of systemic risk in the financial system or risks of market disruption. The National Securities and Exchange Commission shall duly inform the European Securities and Markets Authority, the European Systemic Risk Board and the competent authorities on the basis of the origin of the IIC, of the measures taken in this respect, through the procedures of cooperation in the supervision established.

4. The notification referred to in paragraph 3 shall be made at least 10 working days before the proposed date of entry into force or renewal of the proposed measure. The notification shall include details of the proposed measure, the reasons for such a measure and the expected date of its entry into force. In exceptional circumstances, the National Securities Market Commission may decide that the proposed measure shall enter into force within the specified ten-day period.

5. In the event that the National Securities Market Commission decides to act against the recommendation that the European Securities and Markets Authority (European Securities and Markets Authority) issue on the basis of the information provided for in the preceding paragraphs, you have been referred to you, you must inform the public of your reasons.

For these purposes, management companies shall comply with the provisions of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012.

6. The National Securities Market Commission shall monitor the adequacy of the credit assessment processes of the SGIICs, assess the use of credit rating benchmarks in their investment policies, in accordance with the provisions of the Article 46.5 and, where appropriate, encourage mitigation of the impact of such references, with a view to reducing the exclusive and automatic reliance on such credit ratings. For these purposes, account should be taken of the nature, scale and complexity of the activities of IICs. "

Forty. Article 80 (a, n, z, d, d, d, d) is amended as follows:

" a. The lack of referral to the National Securities Market Commission within the time limit set in the rules or granted by the latter, of how many documents, data or information should be sent to it under the provisions of the Law and its rules of (a) development, or which the Commission requires in the performance of its duties, where there is an interest in concealment or gross negligence on the basis of the relevance of the unrealised communication and the delay in which it was incurred; the assessment of the solvency of the institution or, where appropriate, the assets situation of the ECR or EICC is difficult managed.

Similarly, the referral to the National Securities Market Commission of incomplete information or inaccurate, non-truthful or misleading information is very serious, when in these cases the incorrectness is relevant. The relevance of the correction will be determined by taking into account, among others, the following criteria: that circumstances may be publicly known which allow to influence the appreciation of the value of the equity and the prospects of the institution, in particular the inherent risks involved, and which may be known if the institution complies with the applicable rules. '

" n. The non-compliance by the depositaries of the functions and obligations referred to in Title V, provided that they entail serious injury to the members or shareholders of an IIC. '

" z quinquies. Non-compliance by the SGIIC with the obligations imposed by Articles 54.5 ter and 54 bis, provided that they entail serious injury to investors or shareholders. '

" z sexies. Failure by IICs authorised in another Member State of the European Union to comply with the obligations arising from Articles 15 to 15 quinquies, provided that they cause serious injury to investors or shareholders. '

Forty-one. The letters h, k, z ter and z c of Article 81 are amended as follows:

" h. Non-compliance by the depositary of the functions and obligations referred to in Title V, where it is not to be qualified as a very serious fault. '

" k. The commission of minor infractions when during the two years prior to its commission it had been imposed to the infringer sanction firm in administrative way for the same type of infraction. "

" z ter. Non-compliance by the SGIIC with the obligations imposed by Article 54.5 ter, and 54 bis when it is not to be qualified as a very serious non-compliance.

z quater. Non-compliance by IICs authorised in another Member State of the obligations arising from Articles 15 to 15d, where it is not to be qualified as a very serious fault. '

Forty-two. Article 85 is amended as follows:

" Article 85. Penalties for the commission of very serious infringements.

1. The commission of very serious infringements shall impose on the offending management company one or more of the following penalties:

(a) Multa for a higher amount and up to five times the gross profit obtained as a result of the acts or omissions in which the infringement consists. In those cases where the benefit derived from the offence committed is not quantifiable, a fine of up to EUR 300,000.

b) Revocation of the authorization with the definitive exclusion of the special registers. In the case of foreign entities or managers authorised by other Member States of the European Union, the penalty of revocation, where applicable, shall be replaced by the prohibition on operating or being marketed in Spain.

c) Temporary exclusion of the defaulting entity from the special registers, not less than two years and not more than five years.

(d) Suspension or limitation of the type or volume of the operations that the infringer may perform for a period not exceeding five years.

e) Forcible replacement of the ECR or EICC depositary.

2. In addition to the sanction that falls to the management company for the commission of very serious infringements, one of the following sanctions may be imposed on those who are responsible for the administration or management of the company. infringement in accordance with Article 91:

a) Multa each one of them for an amount not exceeding 300,000 euros.

b) Separation of the charge with disablement to exercise administration or management fees in the same or any other financial institution of the same nature for a term not exceeding 10 years.

(c) Suspension in the exercise of the term of office not exceeding three years.

3. In the case of the imposition of the penalties provided for in points (b), (c) or (d) of the preceding paragraph, the penalty provided for in point (a) may be imposed at the same time.

4. In addition to the penalties provided for in the preceding paragraphs, public admonition may be imposed with publication in the "Official State Gazette" of the identity of the offender and the nature of the infringement, and the penalties imposed. "

Forty-three. Article 86 (3) is amended as follows:

" 3. In addition to the sanction that corresponds to the entity, the commission of serious infractions may impose one of the following sanctions against those who are responsible for administration or management of the same according to the Article 89:

a) Public assembly with publication in the "Official State Gazette".

b) Multa each of them for an amount not exceeding 150,000 euros.

(c) Suspension of all managerial positions in the entity for a term of not more than one year. "

Forty-four. Article 87 is amended as follows:

" Article 87. Penalties for the commission of minor infractions.

For the commission of minor infractions will be imposed to the managing society fine for amount of up to 60,000 euros. "

Forty-five. Article 92 (c) is amended as follows:

"(c) The imposition of penalties for very serious infringements shall be the responsibility of the National Securities Market Commission."

Forty-six. A new sixth additional provision is introduced with the following wording:

" Additional disposal sixth. Adaptation of management companies to the new rules.

1. Management companies managing IICs other than those authorised under Directive 2009 /65/EC and authorised prior to the entry into force of this Law shall forward to the National Securities Market Commission within three months of the date of the entry into force of this Law. months from that date, a declaration stating that the entity has adapted the entity to the requirements of this Law, as well as, where appropriate, the modification of the programme of activities which includes such adaptation, in accordance with the 44.2.c).

The management companies authorised under Directive 2009 /65/EC prior to the entry into force of this Law shall take all necessary measures to comply with the provisions of this Law in the six months. following its entry into force. Amendments to the social and programme of activities, if necessary, necessary for this adaptation, will not require prior authorization, although they must be communicated to the National Securities Market Commission in accordance with the letter. (c) in Article 44 (2), together with a declaration stating that the entity has adapted the entity to the requirements of this Law.

2. The National Securities Market Commission and, where appropriate, the Commercial Registry, will automatically adapt their records to collect the modification of the Social Statutes of the managers to adapt to this Law.

3. The managers shall have a period of 12 months from the date of entry into force of Law 22/2014 of 12 November of which the risk capital institutions, other closed-rate collective investment entities and the management companies of the Member States are regulated. collective investment entities of a closed type, and by which the Law 35/2003, of 4 November, of Collective Investment Institutions is amended, to update and refer to the National Securities Market Commission the rest of the information that is must be provided in accordance with this Law.

4. The provisions of Articles 15a and 16a, 54a and 55a in relation to cross-border marketing shall not apply to the placing on the market of shares of IIC in accordance with Directive 2011 /61/EU which are the subject of an offer (a) a prospectus issued and published pursuant to Law 24/1988 of 28 July of the Stock Market before the entry into force of this Law, while the validity of that prospectus is valid.

5. Managing companies that manage IIC of a closed type under Directive 2011 /61/EU, before the entry into force of this Law and which do not make new investments after the entry into force of this Law, may continue to manage such IICs without the need to adapt to the requirements of this Law, for which there is to be a declaration to this effect.

6. Managing companies, in so far as they manage IICs authorised under Directive 2011 /61/EU of a closed type whose subscription period for investors has expired prior to the entry into force of this Act and are set up for a period of time which expires at the latest on 22 July 2016, may continue to manage such IICs without the need to comply with the provisions of this Law, with the exception of the obligation to publish an annual report and the reporting obligations arising from the the acquisition of significant holdings and control of companies as referred to in Article 47 bis.

7. The requirement referred to in point (d) of Article 15 ter.1 shall only apply from the moment and in the terms laid down by the delegated act adopted by the European Commission in accordance with Article 67.6 of Directive 2011 /61/EU. of the European Parliament and of the Council of 8 June 2011. In addition, the marketing of IICs outside the European Union will no longer require compliance with the condition laid down in Article 15 ter.1 (a), such as authorisation to be placed on the market in Spain and registration. provided for in Article 15b (4) and (5), when determined by the delegated act adopted by the European Commission in accordance with Article 68.6 of that Directive. "

Final disposition second. Amendment of the recast of the Law on the Regulation of Pension Plans and Funds, approved by the Royal Legislative Decree 1/2002 of 29 November.

The recast text of the Law on the Regulation of Pension Plans and Funds, approved by the Royal Legislative Decree 1/2002 of 29 November, is amended as follows:

One. A new paragraph 7 is inserted in Article 16 with the following wording:

" 7. In any case, the exclusive and automatic reliance on credit ratings on the investment policies of the managed pension funds shall be avoided.

Reglamentarily the obligations of the managing entities may be established for the proper management of the risk. In particular, the managers in assessing the solvency of the assets of the pension funds shall not, in an exclusive and automatic manner, depend on the credit ratings issued by the credit rating agencies defined in the Article 3 (1) (b) of Regulation 1060/2009 of the European Parliament and of the Council of 16 September 2009. "

Two. Article 20 (4) is amended and read as follows:

" 4. The conditions under which pension fund management entities may contract the management of investments in pension funds which they manage with third entities authorised under the conditions of this Regulation shall be determined. Directives 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities; 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on the financial instruments, amending Council Directives 85 /611/EC and 93 /6/EEC and Directive 2000 /12/EC of the European Parliament and of the Council and repealing Council Directive 93 /22/EEC; 2002 /83/EC of the European Parliament and of the Council Council of 5 November 2002 on life assurance; 2000 /12/EC of the European Parliament and of the Council of 20 March 2000 on access to the business of credit institutions and their financial year and 2011 /61/EU of the European Parliament and of the Council, of 8 June 2011 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 and with other authorised pension fund management entities. '

Final disposition third. Amendment of Law 18/2014 of 15 October of approval of urgent measures for growth, competitiveness and efficiency.

Law 18/2014 of 15 October of the approval of urgent measures for growth, competitiveness and efficiency is amended as follows:

One. Article 9.1 is amended, which is worded as follows:

" The purpose of this Chapter is to regulate the maximum limits of the exchange rates payable in the payment transactions carried out at point of sale terminals located in Spain, by means of a debit card or credit, irrespective of the marketing channel used, where both the payer's payment service provider and the payee's payment service provider are established in Spain. '

Two. A paragraph 4 is added to Article 13, which is worded as follows:

" 4. The Bank of Spain may also require payment service providers to provide information as necessary in order to inform the Ministry of Economy and Competitiveness in accordance with the provisions of Article 14. "

Three. Article 14 is amended as follows:

" The Ministry of Economy and Competitiveness, within the Electronic Card Payments Observatory, set up by the Council of Ministers ' Agreement of 2 June 2006, will monitor the implementation of the provisions of the in this Chapter, and in particular its effects on small-scale transactions. The effect which, on the costs passed on by the payment service providers on trade and on consumers of payment service users, could have the limitation of the exchange rates provided for in this Article shall also be monitored. Chapter. For these purposes, the Ministry of Economy and Competitiveness may, on its own initiative or on a proposal from the Observatory, require the Banco de España to provide the information required and order the publication of this information. "

Final disposition fourth. Amendment of Annex II to Law 13/2014 of 14 July on the transformation of the Fund for the Financing of Payments to Suppliers.

Annex II of Law 13/2014 of 14 July of transformation of the Fund for the Financing of Payments to Suppliers is worded as follows:

" ANNEX II

Debt operations assumed by the State General Administration of the extinct Fund for the financing of payments to suppliers

Debt Class

FFPP Loan

2018

Bono FFPP III La Caixa 31/01/2022

ISIN	assumed amount (Euros)	Reference type	First or only amortization period	Last period of amortization
Loan to the FFPP I		11.897,810.428.06	2.64%	2015
Bonus FFPP I 30/11/2014	ES0302762002	2.579.070.000.00	Eur 3M + 498 pb	2014
FFPP Bonus I 31/05/2015	ES0302762010	2.579.070.000.00	Eur 3M + 498 pb	2015
FFPP Bonus I 30/11/2015	ES0302762028	2.579.070.000.00	Eur 3M + 498 pb	2015
FFPP Bonus I 31/05/2016	ES0302762036	2.579.070.000.00	Eur 3M + 498 pb	2016
FFPP Bonus I 30/11/2016	ES0302762044	2.579.070.000.00	Eur 3M + 498 bp	2016
Bonus FFPP I 31/05/2017	ES0302762051	2.579.070.000.00	Eur 3M + 498 pb	2017
FFPPII syndicated loan II		111.425,000.00	Eur 3M + 295 pb	2015	2018
FFPP Bonus II 30/11/2015	ES0302762069	171.752.000.00	Eur 3M + 295 pb	2015
FFPP II 31/05/2016	ES0302762077	171.752.000.00	Eur 3M + 295 pb	2016
FFPP II 30/11/2016	ES0302762085	171.752.000.00	Eur 3M + 295 pb	2016
FFPP II 31/05/2017	ES0302762093	171.752.000.00	Eur 3M + 295 pb	2017
FFPP Bonus II 30/11/2017	ES0302762101	171.752.000.00	Eur 3M + 295 pb
FFPP II 31/05/2018	ES0302762119	171.752.000.00	Eur 3M + 295 pb	2018
FFPP III Bankinter Loan		912.000,000.00	2.95%	2018
		650,000,000.00	4,334%	2022
	3.000,000,000.00	Eur 6M + 222 pb	2021	2023
FFPP Loan III Colonya		4.000,000.00	2.74%	2017
		3,172%	3,172%	3,172%	2018
	3,004%		3,004%	3,004%	3,004%	2018
FFPP III Sabadell Loan		600.000,000.00	4,121%	2023
FFPP III Liberbank loan		100,000,000.00	Eur 6M + 129 bp	2017
FFPP III Credit Agricole Loan		150.000.000.00	Eur 3M + 185 bp	2017
		300.000,000.00	Eur 3M + 185 pb	2017
FFPP Loan III Box Spain		250.000.000.00	Eur 6M + 143 bp	2017
FFPP III Unicaja Loan		300.000,000.00	Eur 3M + 163 bp	2017
FFPP III Sabadell Loan		750.000.000.00	3,930%	2023
FFPP III BBVA Loan		900.000,000.00	Eur 3M + 187.9 pb	2020
FFPP Loan III Caja Engineers		8.000,000.00
2018	2018		8.000,000.00	2,932%	2020
Loan from the State to the FFPP		5.367.527.894.79	3.040%	2016	2023 "
Bono FFPP III La Caixa 31/10/2018	ES0302762127	750,000,000.00	2,450%	2018
ES0302762003	250,000,000.00	3.820%	2022

Final disposition fifth. Competitive titles.

This law is dictated in accordance with the provisions of article 149.1.6., 11. and 13. of the Spanish Constitution, which attributes exclusive competence to the State on commercial law, on the basis of the credit, banking and insurance and on the basis and coordination of overall economic activity planning respectively.

Final disposition sixth. Incorporation of European Union law.

The following European Union Directives are incorporated into Spanish law by this 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 2013 /14/EU of the European Parliament and of the Council of 21 May 2013 amending Directive 2003 /41/EC on the activities and supervision of pension funds for employment, Directive 2009 /65/EC, for which the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) and Directive 2011 /61/EU on the management of alternative investment funds; concerns the over-reliance on credit ratings.

Final disposition seventh. Regulatory enablement.

1. The Government is authorised and, with its express rating, the National Securities Market Commission, to adopt the measures and to dictate the provisions that, where appropriate, are necessary for the proper implementation and enforcement of this Law.

2. Without prejudice to the provisions of Title III of book I of the Commercial Code, the Minister of Economy and Competitiveness is empowered and, with his express rating, the National Securities Market Commission for, prior to the report of the Institute of Accounting and Audit of Accounts, establishing and amending in relation to ECR, SICC and its management companies, accounting standards and models to which they shall adjust their annual accounts, which shall take into account the extended period of In the case of the Commission, the Commission has not yet taken the necessary measures. coefficients to be established; for these purposes, the information necessary to verify the fulfilment of coefficients or any other derivative of financial supervision shall be incorporated into the accounts of the annual accounts in a specific paragraph. The frequency and detail shall also be established with which the relevant data shall be supplied to the National Securities Market Commission or made publicly available by the institutions themselves.

Final disposition octave. Entry into force.

This law shall enter into force on the day following that of its publication in the "Official Gazette of the State".

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this law.

Madrid, 12 November 2014.

FELIPE R.

The President of the Government,

MARIANO RAJOY BREY