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Royal Decree 91/2001 Of 2 February, Amending Royal Decree 1393 Partially / 1990, Of 2 November, Which Approves The Regulation Of The Law 46/1984, Of 26 December, Regulating Collective Investment Undertakings.

Original Language Title: Real Decreto 91/2001, de 2 de febrero, por el que se modifica parcialmente el Real Decreto 1393/1990, de 2 de noviembre, por el que se aprueba el Reglamento de la Ley 46/1984, de 26 de diciembre, reguladora de las instituciones de inversión colectiva.

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TEXT

The great dynamism that the collective investment sector has presented in the last decade, both in terms of the resources managed and the sophistication of the management techniques used, has forced the regulator to to make adjustments to the financial legal order. Thus, the present Royal Decree carries out a new amendment to Royal Decree 1393/1990 of 2 November, approving the Regulation of Law 46/1984 of 26 December, regulating the institutions of collective investment.

The goal of the reform is twofold. On the one hand, open the market to new collective investment figures that are present in our economic environment. On the other hand, we should make the creation and operation of our institutions more flexible to make them more competitive. These objectives are carried out without the need for investor protection. Our funds and investment companies are increasingly popular destinations for saving citizens and the principles of security and transparency must always be safeguarded.

In addition, the text echoes the important reform process that is taking place in the Community legal body. The proposals for reform of Directive 85 /611/EEC, of undertakings for collective investment in transferable securities which are being dealt with have inspired many of the amendments contained in this Regulation, not so much by a desire to It is a matter of course, but it is not a matter of course, but because the Community legislation is based on rules already established in other Community countries.

This Regulation thus comes to the development of the enablement contained in Law 46/1984, of December 26, regulating the institutions of collective investment.

This law has been reformed by recent laws that introduced government ratings for its implementation. It is particularly important to implement Law 37/1998 of 16 November of the reform of Law 24/1988 of 28 July of the Stock Market, the additional provision of which amends various articles of Law 46/1984.

The text incorporates a first group of articles aimed at making the investment policy of collective investment institutions more flexible. In this area, it is important to highlight the possibility that the managers may take stock indices or fixed income indices, except for the traditional concentration limits.

Also, the regulations applicable to the new figures provided for by Law 37/1998 are developed: institutions of collective investment of funds, the main investment funds, the institutions of collective investment subordinated and collective investment institutions specialised in investing in securities not traded on secondary stock markets.

On the other hand, the reform seeks to incorporate into the collective investment sector a regime of significant participations that can be approved by other subjects acting on the financial markets. Also under this principle of homogenisation, the requirements for authorisation, registration and revocation are relaxed and clarified.

In the matter of management companies of collective investment institutions, a new regulation of own resources is established and its operational capacity is expanded, always guaranteeing its performance in the interests of the participants.

In short, this is a comprehensive regulatory reform, which will place our industry and investors in the face of a stable and comparable regulatory framework that is applied today in other economies in our environment.

In its virtue, on the proposal of the Second Vice President of the Government for Economic Affairs and Minister of Economy, after approval of the Minister of Public Administration, according to the State Council and after deliberation of the Council of Ministers at its meeting on 2 February 2001,

D I S P O N G O:

Article first. Partial amendment of Article 4 of the Regulation of Law 46/1984 of 26 December on the regulation of collective investment institutions, approved by Royal Decree 1393/1990 of 2 November 1990.

1. The first sentence of Article 4 (1) of the Regulation of Law 46/1984 of 26 December 1984 on collective investment institutions, approved by Royal Decree 1393/1990 of 2 November 1990 (hereinafter referred to as 'the Regulation'), shall be amended as amended. read:

" 1. Without prejudice to the exceptions referred to in Section 6.a of Chapter II of Title I of this Regulation, investments by collective investment institutions shall be subject to the following limitations: "

2. Two new paragraphs (d) and (e) are added to Article 4 (1) of the Regulation:

" (d) Notwithstanding the provisions of paragraphs (b) and (c) above, in the case of bonds issued by credit institutions the amount of which is guaranteed by assets that sufficiently cover the commitments of the issue and which If the principal is to be reimbursed and the interest payable in the event of the issuer's bankruptcy, the amount may be increased to 25 per 100.

In any case, the mortgage market fixed income securities referred to in Law 2/1981 of March 25 of Regulation of the Mortgage Market will be considered.

The percentage provided for in the preceding paragraph shall also apply to investments in non-subordinated securities issued by the mortgage-backed securities regulated in Law 19/1992, of 7 July, on corporate governance and real estate investment funds and on mortgage securitisation funds.

The total investments of an institution in the securities referred to in the preceding paragraphs shall not exceed 80 per 100 of its assets.

(e) Collective investment institutions which expressly collect them in their regulations or statutes and in their explanatory prospectus may exceed the limitations laid down in paragraphs (b) and (c) above, as appropriate to the investment in securities issued by a single entity or by entities belonging to the same group, with the sole purpose of developing an investment policy which takes as a reference a given stock index or fixed income index one or more markets located in OECD Member States or securities traded in those.

The market or markets where the values that make up the index must meet characteristics similar to those required in our legislation to obtain the official secondary market condition.

The index must gather at least the following conditions:

1. Have a sufficiently diversified composition.

2. Easy Playback result.

3. Be a sufficiently suitable reference for the market or set of values in question, and 4. Have an adequate public dissemination.

The Minister of Economy and, with his express rating, the National Securities Market Commission, will specify the requirements set out in this paragraph and, in particular, the maximum percentage that the investment of the institution in securities issued by the same entity and by entities belonging to the same group.

These institutions must include in their denomination the expression "index" or other that denote the investment specialty and in all the publications of the institution must be recorded in a way that is clearly visible of investment takes as a reference a certain index. "

3. Paragraph 2 shall start:

" 2. Without prejudice to the exceptions referred to in Section 6.a of Chapter II of Title I of this Regulation, investments by collective investment institutions shall be subject to the following limitations: "

4. Paragraph 3 is worded as follows:

" 3. The limitations referred to in the first subparagraph of paragraph 1 (b) shall be 35 per 100 in the case of securities issued or endorsed by a Member State of the European Union, the Autonomous Communities, the international bodies of the that Spain is a member and those other OECD Member States which have a solvency rating, granted by a specialised credit rating agency of recognised prestige, not less than that of the Kingdom of Spain.

However, collective investment institutions are allowed to invest up to 100 per 100 of their assets in securities issued by the entities to which this paragraph refers, provided that the securities of the same issue do not exceed 10 per 100 of the nominal balance of the same.

In the case of segregated securities referred to in the Order of June 19, 1997, which regulates the operations of segregation of principal and coupons of the debt securities of the State and its subsequent reconstitution, in addition to the above mentioned above, the following rules apply:

1. For the principal segregated, the percentage of the 10 per 100 referred to in the preceding paragraph shall relate to the outstanding outstanding balance of the segregable value, both segregated and unsegregated, from which the main segregated.

2. For segregated coupons, the nominal amount of each reference of these securities in the collective investment institution's portfolio shall not exceed 20 per 100 of the potential nominal balance of segregated coupons with the the same maturity date. A potential nominal balance shall mean the maximum nominal amount that the segregated coupon reference could achieve if the entire segregated securities that pay coupon on that date are segregated.

When you wish to exceed the limit set in the first paragraph of this issue, in the prospectus and in any publication of the institution's promotion, this circumstance must be clearly stated, specifying the issuers in whose securities they intend to invest or are invested more than 35 per 100 of the institution's assets.

The percentages referred to in the first subparagraph and the first subparagraph of the second paragraph of this number shall be measured by reference to the actual valuation of the total financial assets and the securities in question. '

5. Paragraph 4 is worded as follows:

" 4. By way of derogation from paragraphs 1, 2 and 3 above, the excess over the limits specified therein, produced at a date after the partial or total acquisition of the securities in question, shall not be deemed to be in breach of the institution shall regulate it within a period of six months from the time the excess occurred.

However, where the excess exceeds the limits by more than 35 per 100 of them, the institution shall reduce that excess to a percentage below 35 per 100 of the limit within three months, without prejudice to the total regularisation within the period of six months.

The National Securities Market Commission may, for exceptional reasons alleged by the institution concerned, authorize the extension of the time limits provided for in the preceding paragraphs, without in any event exceeding that three-month extension. "

Article 2. Amendment of Article 5 of the Regulation.

Article 5 of the Regulation is worded as follows:

" Article 5. Significant shares in fixed or variable capital investment companies.

1. The SIM and the SIMCAV will be subject to the regime on significant shareholdings as set out in Article 53 of Law 24/1988 of 28 July of the Securities Market and its implementing rules.

2. Failure to comply with this article will be sanctioned under the Securities Market Act.

3. The Minister of the Economy is enabled and, with his express rating, the National Securities Market Commission, to establish the specialties that are necessary for the SIMCAV in terms of significant participations, attending to the variable character of its capital. "

Article 3. Amendment of Article 6 of the Regulation.

Article 6 is worded as follows:

" Article 6. Significant holdings in investment funds.

1. The SGIIC shall communicate to the National Securities Market Commission, with the periodicity and in the manner in which it is established, the identity of the unit-holders, which in itself or by person, in the latter case provided that the SGIIC has knowledge of this circumstance in accordance with the rules applicable to institutions acting on the securities markets in relation to the identification of clients, reach, exceed or fall from the percentages of participation in the fund next: 20, 40, 60, 80 or 100 per 100. The obligation to report shall be incurred as a result of acquisition, subscription, redemption or transfer of shares or changes in the equity of the fund.

2. As not provided for in this article, the provisions of Article 53 of Law 24/1988 of 28 July of the Stock Market and its implementing rules, in particular regarding the computation of the participation and the concept of acquisition, will be in accordance with the provisions of this article. and of person.

3. Failure to comply with the obligation referred to in this Article shall be subject to administrative penalties in accordance with the provisions of Law 46/1984 and in this Regulation.

4. The Minister for Economic Affairs and, with his express rating, the National Securities Market Commission, may amend the percentages provided for in paragraph 1 above, establish the information to be made public and issue the rules of precise development for the proper implementation of the provisions of this Article. "

Article 4. Amendment of Article 9 of the Regulation.

Article 9 is worded as follows:

" Article 9. Authorisation, registration and revocation.

1. Those who intend to create a collective investment institution should:

(a) Obtain the prior authorization of the draft constitution of the Minister of Economy, on a proposal from the National Securities Market Commission, to whom the instruction of the authorization file will be responsible.

b) Constituir, once the authorization has been obtained, an anonymous company or investment fund, as appropriate, by means of public deed and registration in the Commercial Registry.

c) Enroll the collective investment institution in the Register of the National Securities Market Commission that corresponds.

Applications must be submitted in conjunction with the draft management regulations or social statutes and an explanatory memorandum for the purposes and objectives of the collective investment institution, according to the models (a) the National Securities Market Commission may be set up to this end.

2. The SGIICs to start their activity must:

a) Get the prior authorization of the draft constitution by the National Securities Market Commission.

b) Constituted as a public limited company, by means of public deed and registration in the Commercial Registry, once the authorization has been obtained.

c) Inform in the Register of the National Securities Market Commission.

The application will be accompanied by the draft social statutes and a description of the aims and objectives of the society, as well as the organizational, material and control means with which it will count in the development of its activity, in accordance with the content that, to this effect, determines the National Securities Market Commission.

3. The entities referred to in Article 55 (1) of this Regulation shall acquire the status of depositary of collective investment institutions by means of the authorization of the National Securities and Exchange Commission in the Register of Depositary of Collective Investment Institutions.

4. Authorizations may be refused only for failure to comply with the requirements laid down in Law 46/1984, in this Regulation and other applicable provisions.

In the case of SGIIC, the authorisation may also be refused where, taking into account the need to ensure the sound and prudent management of the institution, the suitability of the shareholders to have an authorisation is not considered appropriate. significant participation in the terms provided for in Article 53.1 (g) of this Regulation. The suitability will be appreciated, among other factors, depending on:

(a) Business and professional honorability of shareholders.

(b) The assets to which these shareholders have to meet the commitments made.

(c) The possibility that the institution may be inappropriately exposed to the risk of the non-financial activities of its promoters, or, when dealing with financial activities, the stability or control of the entity may be be affected by the high risk of those.

5. Applications for authorisation referred to in the preceding paragraphs shall be settled by reasoned agreement within three months of receipt of the request or at the time of completion of the required documentation and, in any event, within six months of its receipt.

6. The following shall be essential requirements for obtaining and maintaining the authorization and the right to be registered in the National Securities Market Commission Records:

(a) In the case of institutions of collective investment and SGIIC, which is limited to the activities attributed to it by Law 46/1984 and this Regulation, its constitution shall be in accordance with the provisions of those rules, and have the minimum capital or assets and the minimum own resources laid down in the rules in force.

(b) In the case of collective investment institutions which are in the form of a public limited liability company and in that of SGIICs, they shall also be essential requirements:

1. º That none of the members of its Board of Directors, as well as any of its Directors General or Assimilated, has been, in Spain or abroad, declared bankrupt or contest of creditors without having been rehabilitated; is processed or, in the case of the procedure referred to in Title III of Book IV of the Law of Criminal Procedure, has been given a self-opening of the oral trial; has a criminal record for crimes of (i) the fact that, in the case of the Commission, the Commission is not in a position to act as a money laundering, misuse of public funds, discovery and disclosure of secrets, property, or is disabled or suspended, criminal or administratively, to exercise public or administrative charges or management of financial institutions.

2. º That all members of its Board of Directors, including natural persons representing legal persons who are counsellors, as well as their Directors-General or assimilated persons have a recognized good repute. commercial and professional.

Consure such honorability in those who have been observing a business or professional trajectory of respect for the commercial laws and other norms that regulate the economic activity and the life of the business, as well as the good commercial, financial and banking practices.

3. That the majority of the members of its Board of Directors, as well as all Directors-General or assimilated, have adequate knowledge and experience in matters related to the financial markets.

It shall be presumed that they have adequate knowledge and experience for these purposes who have performed, for a period of not less than two years, senior management, management, control or advisory functions financial services, investment firms, and collective investment institutions or management companies of the latter, or functions related to the markets cited in other public or private entities.

4. To be committed to having an administrative and accounting organization and security mechanisms in the field and procedures for internal control and management and control of risks appropriate to the volume and the the nature of the activity intended to develop and effectively fulfil this commitment. Where the SIM and SIMCAV grant an SGIIC the overall management of its assets as a function of administration and representation, this requirement shall be deemed to be fulfilled if the managing and representation of the assets is fulfilled by its manager. The National Securities Market Commission is empowered to lay down the minimum requirements to be met by the internal internal control and risk management and control systems, as well as the way in which they are to be informed of the existence and operation of such systems.

5. Having an internal regulation of conduct adjusted to the provisions of the Securities Market Act, as well as control mechanisms including, in particular, a system of personal operations of directors, the management and employees of the institution and, where appropriate, the related operations scheme referred to in Article 58 (4) of this Regulation.

(c) Depositaries must have at all times the means and capacities necessary for the performance of their duties, in the terms indicated by the Minister of Economy and, with their express rating, the National Commission of the Stock Market.

7. Once registered in the Commercial Registry, the collective investment institutions will present in the National Securities Market Commission, for registration in the corresponding Register, the public deed of constitution and the prospectus the explanatory statement referred to in the following Article.

Likewise, the registration of the SGIIC will be made once the corresponding writing in the Mercantile Register is entered, through its presentation to the National Commission of the Market of Securities.

Registration applications will be settled by the National Securities Market Commission within one month. If the project submitted for registration has been previously approved, the registration shall be refused by means of communication to the promoters, expressed at the ends which have been the subject of modification, and may well be amend within two months the changes or errors introduced, or expressly request a new authorisation in accordance with the terms set out in paragraphs 1 and 2 of this Article, without prejudice to the resources corresponding to them in accordance with the legislation in force.

No registrations will be made in the corresponding Records in the event that between the date of prior authorization and the application for registration in the Register of the National Securities Market Commission would have been after more than six months.

The registration of the depositaries shall be made by virtue of the mere communication made to the National Securities Market Commission by any of the entities referred to in Article 55 of this Regulation, once there has been the adequacy of the means referred to in subparagraph (c) of paragraph 6 has been credited.

8. The National Securities Market Commission shall carry out, with the following sections and sub-sections, the following records related to collective investment institutions, SGIICs and depositaries:

1. Registration of Capital Fixed Investment Companies of Fixed Capital.

2. Registration of Capital Variable Investment Companies.

3. Registration of Mobilise Investment Funds.

4. Registration of Investment Funds in Assets of the Monetary Market.

5. Registration of Real Estate Investment Companies 6.o Register of Real Estate Investment Funds 7.o Register of Companies Managers of Collective Investment Institutions.

8. Registration of Depositary of Collective Investment Institutions.

9. Registration of other Collective Investment Institutions.

10. Record Of Significant Holdings.

11. Register Of Brochures, Quarterly Reports, Annual Reports And Audits.

12. Register of foreign collective investment institutions marketed in Spain.

13. Registration of the Companies of the Tasación that have communicated to the National Commission of the Market of Values their intention to value real estate of collective investment institutions.

9. Amendments to the draft constitution, once authorised, or in the Statutes or in the Regulation of the institutions for collective investment, or in the Statutes of the SGIICs shall be subject to the provisions of the preceding paragraphs, with the following specialties:

(a) The application for authorisation of the statutory amendments may be made prior to their approval by the relevant governing bodies of the company.

(b) The time limits referred to in paragraph 5 shall be two and three months respectively.

c) Those amendments which the National Securities Market Commission, in response to prior consultation formulated to the effect or by Circular, have considered to be of little relevance, shall not require authorization. These amendments shall not be subject to the publication and communication obligations laid down in Article 35.2 of this Regulation, by sufficient inclusion in the quarterly report immediately thereafter.

d) The presentation to the National Securities Market Commission of the precise documentation for the registration of the modifications mentioned in this issue must be carried out within three months, from the notification of prior authorisation or of consideration as being of little relevance. After that period has elapsed without the registration of the amendment being requested, the registration shall be refused and the provisions laid down in paragraphs 1 (a) and 2 (2) of this Article shall apply. However, where the amendment has to comply with requirements which require time-limits to be applied prior to registration in the Register of the National Securities Market Commission, the time limit provided for in this paragraph may be extended. for an additional period not exceeding one month.

10. Depositaries shall be required to communicate to the National Securities Market Commission any variation affecting the conditions of their authorization and registration in the Depositary Register.

11. The authorisation granted to a SIM or a SIMCAV may be revoked by the authority which granted it, in the following cases:

(a) If you expressly waive the authorization, regardless of whether it is transformed into another entity or agrees to its dissolution.

The voluntary waiver of the SIM will require the express agreement of the General Shareholders ' Meeting, adopted with the majority required for the modification of its Statutes. In the case of SIMCAV, where voluntary renunciation is not the result of a dissolution agreement, it shall specify the prior amendment of its Statutes for its transformation into a fixed capital company.

(b) In the cases referred to in Article 16 of this Regulation for SIM and SIMCAV.

c) If any of the requirements for obtaining and preserving authorization are breached.

(d) If the company is legally declared bankrupt or is legally admitted to a request for a suspension of payments.

e) When one of the causes of forcible dissolution provided for in Article 260 of the recast text of the Law of Companies Anonymous.

f) If he had obtained the authorization by virtue of false statements or by other irregular means.

12. The authorisation granted to an SGIIC may be revoked by the authority which granted it, in the following cases:

(a) If you expressly waive the authorization, regardless of whether it is transformed into another entity or agrees to its dissolution. The waiver will require the express agreement of the General Shareholders ' Meeting, adopted with the majority required for the modification of its Statutes.

(b) If the one-year period has elapsed without having taken over the management of a collective investment institution.

c) If you override any of the requirements to obtain and retain the authorization.

(d) Where there are substantiated and substantiated reasons that the influence exercised by persons holding a significant participation in an SGIIC may result to the detriment of the sound and prudent management of the SGIIC or to damage seriously its financial situation.

e) If the company is legally declared bankrupt or if it has a request for a suspension of payments.

f) When any of the causes of forcible dissolution provided for in Article 260 of the recast text of the Law of Companies Anonymous.

g) If you have obtained the authorization by virtue of false statements or by other irregular means.

13. As a measure of protection of the interests of the members of the managed funds or the shareholders of SIM and SIMCAV, the authority which granted it may agree to suspend the effects of the authorisation granted to a SIM, to a SIMCAV or to a an SGIIC, in the following assumptions:

1. The opening of a penalty file for a serious or very serious infringement.

2. º When any of the causes referred to in paragraphs (c), (d) and (f) of paragraph 11 (c), (e) and (g) of the twelfth of this Article are found, as long as the revocation procedure is substantiated.

3. Where an acquisition of a significant shareholding of an SGIIC is made from those provided for in Article 53.1 (g) of this Regulation without having previously informed the CMNV; having informed it but without any two months since the communication, or with the express opposition of the National Securities Market Commission.

The suspension may be total or partial and may affect the management of certain collective investment institutions or any of its powers granted in the authorization. Its duration may not exceed a period of one year, which may be extended by another year, except by penalty. '

Article 5. Partial amendment of Article 10 of the Regulation.

1. The first paragraph of Article 10.4 of the Regulation shall be worded as follows:

" 4. The collective investment institutions, in compliance with the supplementary information obligations, must make public any specific facts relevant to the situation or the development of the institution, by means of their immediate communication to the National Securities and Exchange Commission, notification and publication by the Minister of the Economy adopted pursuant to Article 13.5 of this Regulation and inclusion in the immediate quarterly report. Acts that are specifically relevant to the institution shall be considered to affect or may significantly affect the consideration of the value of the shares or units by the public and in particular: '

2. Article 10.5 is worded as follows:

" 5. The Minister for Economic Affairs and the National Securities Market Commission may obtain from the institutions covered by this Regulation the additional information they deem necessary in order to comply with their respective powers, being able to establish the content and model of the relevant information documents, as well as the time limits for their referral.

In particular, the National Securities Market Commission may establish, in general, the obligation to periodically send to that entity, according to the models that are approved, information regarding compliance with the Coefficients referred to in Articles 4, 17, 17a, 26, 37, 49, 52 bis, 52 b, 52 c and 552 and their financial statements. '

Article 6. Amendment of Article 11 of the Regulation.

Article 11 of the Regulation is worded as follows:

" Article 11. Exclusive name.

The following denominations and their respective abbreviations shall be proprietary to the entities entered in the corresponding Records of the National Securities Market Commission, not being able to

no other entity shall use such names or other names that mislead them:

a) "Collective Investment Institution" and its abbreviation "IIC".

b) "Mobiliary Investment Company" and its abbreviation "SIM".

c) "Variable Capital Mobilia Investment Company" and its abbreviation "SIMCAV".

d) "Mobilia Investment Fund" and its abbreviation "FIM".

e) "Monetary Market Asset Investment Fund" and its abbreviation "FIAMM".

f) "Fund Mobiliary Investment Company" and its abbreviation "SIMF".

g) "Fund Variable Capital Investment Company" and its abbreviation "SIMCAVF".

h) "Fund of Funds Mobilia" and its abbreviation "FIMF".

i) "Subordinated Movable Investment Company" and its abbreviation "SIMS".

j) "Subsubordinate Variable Capital Mobilia Investment Company" and its abbreviation "SIMCAVS".

k) "Subordinated Movable Investment Fund" and its abbreviation "FIMS".

l) "Principal Mobiliary Investment Fund" and its abbreviation "FIMP".

m) "Movable Investment Fund Specializing in unlisted securities" and its abbreviation "FIME".

n) "Specialised Investment Company in non-listed securities" and its abbreviation "SIME".

n) "Real Estate Investment Company" and its abbreviation "SII".

or) "Real Estate Investment Fund" and its abbreviation "FII".

p) "Collective Investment Institutions Management Society" and its abbreviation "SGIIC".

The entities covered by this Regulation shall include in their social reason the literal denomination or, in the case of a combination of activities, the combined denomination corresponding to them from among those listed in this Regulation. previously or, if they prefer, to include the literal or combined abbreviation associated with the previous names. "

Item seventh. Partial amendment of Article 12 of the Regulation.

A new second paragraph is added to Article 12 (2), passing the current second and third paragraphs, respectively, third and fourth.

" However, they may be constituted with a lower estate, which, in the case of FIM, shall not be less than EUR 300,000 and in that of FIAMM at EUR 600,000, or their equivalent in pesetas, all on condition that within the period The maximum of six months, counted from their registration in the Register of the National Securities Market Commission, shall reach the minimum property set out in the preceding paragraph. Otherwise, the fund must be dissolved and liquidated. "

Article 8. Partial amendment of Article 13 of the Regulation.

Article 13.5 and 6 of the Regulation will have the following wording:

" 5. The management companies of the investment funds, once they are registered in the corresponding administrative records of the National Securities Market Commission, must supply in the form, deadlines and through the means of dissemination that they approve the Minister for Economic Affairs, the data relating to the liquidative value of his holdings, his assets and the number of members. The Minister of Economy or, with his express rating, the National Securities Market Commission, may establish special rules that are necessary for the calculation of the value of securities traded or traded on markets. foreign and non-listed securities referred to in Article 17a of this Regulation.

6. Compliance with this reporting obligation shall determine that the shares in the relevant funds have the consideration of securities listed for the purposes of those provisions governing specific investment schemes. In the event that the body to which the information has been entrusted with the dissemination of such information is not provided with the necessary information and, as a result, it cannot disseminate the data indicated for seven consecutive days or 15 alternate days in the (a) a period of one month shall be recorded. From that time on, and until the following 30 days of regular dissemination of such data elapse, investments made in the shares in question may not be regarded as securities admitted to trading for the purposes of the provisions on specific investment schemes. "

Article ninth. Amendment of Article 17 of the Regulation.

Article 17 of the Regulation is worded as follows:

" Article 17. Investments and minimum liquidity ratios.

1. FIM shall have at least 80 per 100 and companies and other investment funds 90 per 100 of their invested assets in:

(a) marketable securities and financial instruments, as provided for in the first subparagraph and in Article 2 (2) or (a) of the Securities Market Act, admitted to trading on Stock Exchanges, whichever State in which they are located, or in other markets or organised trading systems located in an OECD Member State provided that, in both cases, the following requirements are met:

1. No. It is a question of markets that have a regular operation.

2. º That are supervised by the authority of the State in which it is based.

3. That they have rules of operation, transparency, access and admission to negotiations similar to those required in the Spanish legislation to the official secondary markets.

The SGIIC and the SIM and SIMCAV must, prior to the start of the investments, ensure that the markets in which they intend to invest meet these requirements and collect an indication from the institution's explanatory brochure on the markets in which it will be invested.

(b) The financial securities and instruments referred to in the preceding paragraph for which their admission to trading is requested in any of the markets or systems to which

relate.

that paragraph. Those securities and instruments shall be equated with those in whose terms of issue the commitment to apply for admission to trading is made, provided that the initial period for fulfilling that commitment is less than six months. Where admission to trading does not occur within six months of the date on which the undertaking to submit the relevant application for admission is requested or not fulfilled, the portfolio in question shall be restructured. the following two months following the end of the periods referred to above. If the time limit is insufficient, the National Securities Market Commission may be requested to extend it. Such extension shall not exceed an additional period of two months.

(c) Financial instruments traded on organised derivatives markets in OECD member states, in accordance with the requirements, limits and conditions established by the Minister for Economic Affairs and with his/her Express rating, the National Securities Market Commission.

(d) Financial securities and instruments traded on markets or trading systems other than those included in the preceding paragraphs, provided that they are subject to prior approval by the National Market Commission Securities which may be granted on a general basis for one or more markets, or for one or more securities, provided that these markets provide sufficient guarantees of transparency, security, organisation and control. The above approval will be published in the "Official State Gazette".

(e) Financial derivative instruments not traded on the markets identified in the preceding paragraphs, in accordance with the requirements, limits and conditions established by the Minister of Economy and, with their express rating, the National Securities Market Commission.

The Minister of the Economy may, after public information, resolve the exclusion of one or more markets, securities or instruments from those included in the preceding paragraphs when, in defence of the interests of the members and shareholders of the collective investment institutions or the integrity of the market, consider it appropriate. The abovementioned decision shall be published in the 'Official Gazette of the State'; the collective investment institutions which have made investments in those markets must be sold within three months of the date of publication.

This period may be extended by the National Securities Market Commission for exceptional reasons alleged by the collective investment institution for an additional period not exceeding three months.

2. The minimum liquidity ratio of the SIMCAV and the investment funds shall be 3 per 100 of its asset, shall be calculated on the monthly average of daily balances of the institution's assets and shall be materialised in cash, in deposits or in deposits. to be held in the depositary or other credit institution if the depositary does not have such consideration or in purchase with a repurchase agreement to a day of securities of Public Debt.

The Minister of Economy will be able, in view of the evolution of the hiring of shares of the SIMCAV and of the subscriptions and repayments of the investment funds, to increase the cited coefficients, without being able to exceed the limit 10 per 100. The National Securities Market Commission shall also establish the procedure for the calculation of the coefficients. "

Article 10. Partial amendment of Article 18 of the Regulation.

The wording of Article 18.1 will become:

" 1. Transferable securities and other financial assets incorporated in the assets of collective investment institutions shall not be required to be provided for in any kind, except to serve as a guarantee of transactions which the institution perform on the secondary derivatives markets. However, they may be the subject of securities lending operations with the requirements that the Minister of Economy may establish, prior to the report of the National Securities Market Commission. "

Article 13. Amendment of the second paragraph of Article 22 of the Regulation.

Article 22.2 is worded as follows:

" 2. Notwithstanding the foregoing, where the social statutes, the General Board, or, by its delegation, the Board of Directors provide, may agree that the management of the assets of the company, either in its entirety or in part, shall be entrusts to one or more SGIICs or one or more entities which, in accordance with the provisions of Law 24/1988 of 28 July of the Securities Market, are entitled to carry out the investment service provided for in paragraph (d) of the Article 63.1. The delegation of the overall management of the assets, together with other functions of administration or representation, may only be assigned to an SGIIC. The eventual agreement must be entered in the Commercial Register and in the Register of the National Securities Market Commission.

The entities referred to in the preceding paragraph may, in turn, delegate the management of foreign SIM or SIMCAV assets whose management would have been entrusted to them in another financial institution in the form and with the requirements laid down in Article 53.2 of this Regulation. In the event that this delegation has been imposed by the investment company, which shall be credited by the corresponding agreement of the General Shareholders 'Meeting or, by the express delegation of the Shareholders' Meeting, of the Board of Directors, the which delegates shall not be liable to the shareholders for any damage arising from such procurement. "

Article seventeenth. Partial amendment of Article 34 of the Regulation.

Article 34.2.c) remains as follows:

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

Article 13th. Partial amendment of Article 35 of the Regulation.

Article 35.1.a) will read:

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

Article 14. Partial amendment of Rule 37 of the Rules of Procedure.

Paragraphs (a) and (b) of Article 37.1 are worded as follows:

" (a) An average monthly percentage of the daily balances of the fund's asset, not less than 80 per 100, shall be invested in securities and financial instruments as referred to in Article 17 of this Regulation.

(b) Other resources may be invested, in addition to the securities and financial instruments referred to in the preceding paragraph, in the securities referred to in Article 17a of this Regulation. All investments in securities not listed in Article 17a and in other assets other than those referred to in Article 17 may not be more than 10 per 100 of the asset of the fund. In no case may they be invested in derivative financial instruments other than those referred to in Article 17. "

Item 15th. Addition of a new paragraph 6 to Article 41 of the Regulation.

A new paragraph 6 is added to Article 41 with the following text:

" 6. Where this is provided for in the management regulation, the assets of the fund may be denominated in a currency other than the euro or the peseta. In this case, the value of the assets, the value of the shares, and the acceptance of subscriptions and repayments in that currency may be calculated in the case. '

Article sixteenth. Deletion of the sixth paragraph of Rule 42 of the Rules of Procedure.

Article 42 (6) of the Regulation is deleted.

Article seventeenth. Amendment of Article 45.5 of the Regulation.

Article 45.5 is worded as follows:

" 5. The depositary's commission may not exceed 2 per 1,000 annual assets held in custody. Exceptionally, and subject to the authorization of the National Securities Market Commission, that commission may be higher in the case of depositaries who have to fulfil their duties in full abroad. Independently of this commission, the depositaries may receive from the funds commissions for the conduct of purchase or sale operations, the collection of coupons or other similar activities, provided that they are in accordance with the general rules (a) the regulatory framework for the

Article eighteenth. Amendment of Rule 49 of the Rules of Procedure.

Article 49 is worded as follows:

" Article 49. Equity investment.

1. An average monthly percentage of daily balances of the asset of the fund not less than 90 per 100 shall be invested in securities or fixed income financial instruments that are traded in any of the markets or organised trading systems referred to in Article 17 of this Regulation.

The investment of these funds in securities or instruments traded on the markets or organised trading systems referred to in paragraph (d) of Article 17.1 shall require the corresponding approval of the Commission National of the Securities Market expressly contemplates it.

2. The equity of these funds may not be part of the equity of these funds, the equity transactions or equity indices or, in general, any right to participate in the capital of the companies.

3. They shall also be unable to form part of the assets of these assets with a repayment or repayment term of more than 18 months. This requirement shall be deemed to comply with the fixed income securities whose return is determined by reference to a short-term interest rate index, provided that the interest rate revision occurs within a period of not more than one year. These funds may invest up to 25 per 100 of their assets in fixed income securities of these characteristics.

4. Resources not subject to the investment rate referred to in paragraph 1 of this Article may be invested, in addition to the securities and financial instruments referred to in that number, in deposits, other securities or instruments of income fixed or in fixed income securities not listed, as provided for in Article 17a of this Regulation, provided that their remaining repayment or redemption period is not more than 18 months or that they meet the conditions set out in the previous paragraph. '

Article nineteenth. Addition of a new Section 6.a to Chapter II of Title I of the Regulation.

A new section 6.a is added to Chapter II of Title I of the Regulation with the following text:

SECTION 6. SPECIALISED COLLECTIVE INVESTMENT INSTITUTIONS

Article 52a. Institutions for collective investment of funds.

1. Fixed or variable capital investment companies and investment funds shall be characterised, in accordance with the provisions of this Article, by the majority of investments in their assets in shares or in shares of several collective investment institutions of a financial nature, as provided for in their social statutes or in their management regulations, shall, as appropriate, include in their name the following expressions: " Investment partnership Fund mobiliaria ", or its abbreviation" SIMF ";" Sociedad de Inversión mobiliaria de Capital Fund Variable ", or its abbreviation" SIMCAVF ";" Fund of Funds Mobilia ", or its abbreviation" FIMF ".

2. The investment policy regime of these institutions shall be subject to the general rules laid down in this Regulation for SIM, SIMCAV and FIM, for the following specialties:

(a) A percentage greater than 50 per 100 of its asset must have it invested in shares or units of several collective investment institutions of a financial character.

The above percentage will not be subject to the rules provided for in Article 4.1 of this Regulation.

(b) You may not have invested in shares or units issued by a collective investment institution more than 45 per 100 of your asset.

(c) They may not invest in collective investment institutions with an investment policy that allows to materialize more than 10 per 100 of their assets in other collective investment institutions, except in the case of institutions subordinate whose FIMP meets that requirement. In this case, for the calculation of the limits on the fees referred to in paragraph 4 of this Article, the limits laid down for the FIP shall also be included.

(d) The limitations set out in Article 4.2 of this Regulation shall apply only to investments in collective investment institutions of a corporate nature.

3. As regards collective investment institutions eligible for their investments, they must meet the following requirements:

(a) that their investments do not distort the object and limit of risks, as provided for in their management regulations or social statutes and, where appropriate, in the rules of their country of origin, as well as in the information leaflet.

(b) in the case of institutions based or located in an OECD Member State which does not have the status of a country or territory which is regulated as a tax haven and is registered and supervised prudentially.

(c) That, in the case of institutions of collective investment in the form of a company, its shares are traded on a secondary market of securities referred to in Article 17 of this Regulation or guarantees the repayment of the shares shares in respect of their assets and the liquidative value of the shares is subject to regular regulated advertising; in both cases, the level of liquidity should be in line with the frequency with which the investment institution has to pay for refunds.

(d) That, in the case of collective investment institutions in the form of a fund, the liquidative value of their shares is subject to regular advertising of a regulated nature and guarantees the repayment of the shares with (a) to be charged to its own assets at a frequency in line with which the investment institution has to pay for reimbursements.

4. Where investment collective investment institutions belong to the same group of the investment institution or its management company or are managed by institutions in which this circumstance is present, the accumulated commissions shall be applied to the investment institution and its members or shareholders shall not exceed the percentage which, for that purpose, establishes the prospectus of the institution of collective investment of funds within the limits laid down in Article 45 of the present Regulation.

5. The quarterly reports shall include information on investments in other collective investment institutions and, in particular, on the fees and expenses incurred.

6. Where the investment provided for in the management regulation so requires, the liquidative value of the FIMs may be calculated at least twice a month on the dates laid down in that Regulation. In such cases, the liquidative value applied to the subscriptions and repayments shall be the first to be calculated after the request for the transaction.

7. The Minister of Economy and, with his express rating, the National Securities Market Commission, may specify and develop the rules contained in this article, and in particular enable investment in investment institutions a collective non-financial character, for which purpose may be fixed at general investment rates other than those laid down in Article 4 of this Regulation.

Article 52 ter. Principal mobiliaria investment funds.

1. The investment funds shall be characterised by the fact that they have, as part of their management regulations, subordinate, national or foreign collective investment institutions, which shall include in their name the expression "Principal Mobilia Investment Fund" or its acronym "FIMP".

2. The present funds shall, in respect of the general provisions of the FIM, have the following specialties:

(a) You must have as a participant one or more subordinate, national or foreign collective investment institutions.

(b) Your estate may, at the time of its incorporation, be provided by a promoter who does not comply with the requirements of the preceding paragraph, which may remain as a participant for a maximum period of two months from his or her Registration of the National Securities Market Commission.

(c) In the case of investments and operations, they shall be eligible for the specialities referred to in Articles 52a and 52,5 as long as they are specified in their management rules.

(d) The management company of the FIM shall provide subordinate collective investment institutions, or their corresponding management companies, with any information necessary for them to comply with their obligations. reporting and valuation obligations.

e) The right of separation that corresponds, in accordance with the provisions of this Regulation and its implementing rules, shall be exercised by subordinate collective investment institutions. The unit-holders or shareholders of the subordinate institutions may, in the same way, exercise that right regardless of the decision taken by the management company of the subordinate institution in respect of the separation.

Article 52c. Subordinate collective investment institutions.

1. The SIM, SIMCAV and FIM which invest their assets in a principal movable investment fund, as provided for in their social statutes or in their management regulations, shall include in their denomination the expressions " Investment Company Mobiliaria Subordinated ", or its abbreviation" SIMS ";" Company of Mobiliary Investment of Capital Variable Capital ", or its abbreviation" SIMCAVS "; or" Subordinated Movable Investment Fund ", or its abbreviation" FIMS ".

2. These institutions will be subject to the general rules of the SIM, SIMCAV and FIM, to the following specialties:

a) Your asset will be invested according to the following premises:

1. At least one 80 per 100 shall be invested in units of the FIM designated in its information leaflet.

2. In the cases of FIMS and SIMCAVS, the remainder of the equity may be materialised in fixed income securities traded on the markets provided for in Article 17 of this Regulation, with a time limit of repayment or repayment. exceeding 18 months, as well as, with a limit of 10 per 100 of the asset, in time deposits.

(b) The change of FIM shall be subject to the authorisation procedure of the National Securities Market Commission and shall confer on FIMS unit-holders who change principal the right of separation referred to in Article 35.2 of This Regulation. This change should be communicated as a relevant fact to the members and shareholders of the remaining subordinate collective investment institutions, in accordance with Article 10.4 of this Regulation.

c) The following rules will be taken into account in commission matters:

1. The management and deposit fees applied to FIMS added to those of the FIMP shall not exceed the ceilings set out in Article 45 of this Regulation.

2. The fees charged by the FIMS on the amount of subscriptions and reimbursements added to those applied by the FIP may not exceed 5 per 100.

3. The fee regime should be included in the explanatory brochure, in the FIMS periodic reports, as well as in any other publication of the institution's promotion.

(d) The criteria for calculating the liquidative value applicable to FIMS subscriptions and repayments shall be the same as those applied to their FIP.

In cases where the FIMP Management Regulation provides for a notice period, as provided for in Article 42.8 of this Regulation, the FIMS Management Regulation may provide for the same notice periods for refunds of any amount.

(e) The explanatory prospectus and the periodic information of the subordinate collective investment institutions shall include all information relevant to the participant on their FIMP, in the terms specified by the Commission National of the Securities Market.

Article 52 fifth. Collective investment institutions specializing in investing in securities not traded on secondary markets.

1. SIM and FIM, which are characterised by a majority of investments in fixed income or non-traded securities in secondary markets, shall include in a denomination the expression 'Specialised in non-traded securities', or their abbreviations 'SIME' or "FIME".

2. These collective investment institutions shall be subject to the following specialties in respect of the general provisions for SIM and FIM:

(a) Only newly created entities may be authorized.

b) The following rules apply to investments:

1. less than 50% of its asset must be invested in securities not traded on secondary securities markets, issued by entities with registered offices in OECD countries that do not have the consideration of countries or territories qualified as tax havens. Such investment shall not exceed 80 per 100 in FIMs and 90 per 100 in SIME.

2. The percentage of the 50 per 100 referred to in the previous paragraph must be reached within three years of the institution's constitution.

However, the National Securities Market Commission, in the light of market circumstances, may extend the deadline.

3. For the purposes of Article 4 (1) (d) of this Regulation, the percentage of the principal securities issued by securitisation funds shall be included in the percentage of the 25 per 100 of the second subparagraph of that provision. of assets, as provided for in Article 2.3.b) of Royal Decree 926/1998 of 14 May 1998 on the regulation of asset-backed securities and their management companies.

4. The rules referred to in Article 17a.3 of this Regulation shall be applied.

3. FIME shall maintain a minimum liquidity ratio of 10 per 100 of its asset.

4. The liquidative value of the units of the FIMs shall be calculated once a month on the date laid down in the management regulations.

5. The reimbursement of the units of the FIMs must be secured twice a year on the dates and the settlement value established in the management regulations, in which the minimum time limit shall also be fixed with which the reimbursement shall be requested and which, in no case, may be more than one month.

The National Securities Market Commission, in cases determined by the Minister of Economy, may authorize exceptional measures to meet requests for reimbursement.

6. The rules governing the management of FIMs shall establish the frequency of applications for the subscription of shares, and the possibility that, in the light of the proper functioning and stability of the institution, new applications are not accepted. subscriptions. This last circumstance will be communicated to the participants and the market in the way that the National Securities Market Commission establishes.

7. The settlement value applied to subscriptions and repayments shall be the first to be calculated after the request for the transaction. '

Article 20. Partial amendment of Rule 53 of the Rules of Procedure.

1. New wording is given to paragraph (d) of Article 53.1:

" d) Own and complementary resources:

shall at all times have a minimum share capital of EUR 300 000 or its equivalent in pesetas, in full paid out.

These resources should be increased by a proportion of 5 per 1,000 of the effective value of the assets of the collective investment institutions that they administer as long as this does not exceed EUR 60,000,000; 3 per 1,000, what

exceeds that amount, up to EUR 600,000,000; from 2 per 1,000, in excess of this last amount, to EUR 3,000,000,000; from 1 per 1,000, in excess of this figure, to EUR 6,000,000,000, and from 0.5% per 1,000, over the excess of this last amount.

For the purposes of calculating the minimum own resources referred to in the preceding paragraph, the assets of the collective investment institutions shall be deducted from the assets of the subordinate institutions. invested in a main institution that is in turn managed by the same SGIIC.

The Minister of Economy and, with his express rating, the National Securities Market Commission will define the accounting items as own resources and, where appropriate, the conditions for calculating the financing subordinated and the elements which are deducted from own resources for the purpose of complying with the requirements laid down in this Article.

The own resources which, in accordance with this paragraph, the company must maintain must be invested, at least, by 60 per 100, in securities admitted to trading in one of the markets mentioned in the article 17.1.a) of this Regulation. The remaining 40 per 100 may be invested in any assets appropriate to the fulfilment of the social purpose, including the collective investment institutions it manages.

Your investments will apply to the provisions of Article 54 (1) of Royal Decree 1343/1992 of 6 November 1992, for the development of Law 13/1992, of 1 June, on own resources and supervision on the basis of consolidated financial institutions, with the adjustments to be determined by the Minister for Economic Affairs and, with his express rating, the National Securities Market Commission, which will also determine how these limits are calculated. "

2. A last paragraph (g) is added to Article 53.1:

"(g) The SGIIC shall be subject to the acquisition, transmission and advertising regime on equity shares as set out in Article 69 of the Securities Market Act and its implementing rules."

3. Article 53.2 is worded as follows:

" 2. With the approval of the National Securities Market Commission, the SGIIC may subcontract in a third financial institution the management of the foreign assets of the collective investment institutions that they administer.

The delegation agreement shall be entered in the corresponding Register of the National Securities Market Commission in accordance with the procedure laid down in Article 9.9.d of this Regulation.

The financial institution may be another SGIIC of those regulated in this Regulation or a management entity of collective investment institutions or an investment firm, in both cases domiciled in another Member State of the OECD, provided that it is subject to prudential supervision, is credited with providing guarantees similar to those required by the SGIICs and a bilateral collaboration agreement has been concluded between the National Securities Market Commission and the which has assigned functions equivalent to the entity's State of origin, in terms of Article 90 of Law 24/1988 of 24 July 1988 on the Securities Market, which provides for supervision and inspection in this field, or the obligation of cooperation between the supervisory bodies in application of the Community rules.

The authorisation shall confer upon the members of the investment funds concerned the right to reimbursement of their shares without a fee or rebate or expense under the terms of Article 35.2 of this Regulation. which shall be exercised by the liquidative value corresponding to the date on which the contract is entered in the Register of the National Securities Market Commission, from which it shall enter into force.

The National Securities Market Commission may establish the requirements to be met by these contracts, which, in any case, must ensure continuity in the management of foreign assets in such a way as to they are not resolved by the mere replacement of the SGIIC, unless the replacement of the SGIIC is also decided by the institution managing the institution's foreign assets. '

Article twenty first. Addition of a new Article 54a to the Regulation.

A new Article 54a is added with the following content:

" Article 54a. Branches and representations.

1. In addition to the tasks referred to in the previous Article, the SGIICs may manage on behalf of the investment funds they administer the subscription and redemption of their shares.

The SGIICs that intend to carry out this activity shall, prior to their commencement, submit to the National Securities Market Commission a statement of activities that reflects their intention to carry out this activity, accompanied by an explanatory note in the form of its execution and justification for its ability to comply with the requirements to be laid down.

After verification of compliance with the requirements, the National Securities Market Commission will incorporate the activity statements into the corresponding SGIIC Registry.

2. This activity can be performed directly or by agents or proxies.

3. When the activity is carried out directly, the opening and closing of branches, both in national and foreign territory, must be communicated to the National Securities Market Commission within the period and form that is indicated for its purpose. constancy in the register of the SGIIC. The National Securities Market Commission may require any additional information on such decisions and on the manner of their execution.

4. When the activity is performed using agents or proxies, the following requirements must be met:

(a) Management companies that grant proxy or agency contracts shall, prior to their establishment, ensure that the agents or proxies have the capacity, training and professionalism sufficient to carry out the activity object of the seizure. In any case, the agents or proxies shall comply with the requirements of suitability and good repute provided for in Article 9 of this Regulation.

These companies must, at all times, have the means and internal control procedures appropriate for the monitoring of the transactions and relationships of the agent or agent with the clients. Likewise, agents or proxies must be subject to rules that guarantee a behavior adjusted to the rules of conduct provided for in Law 24/1988, of July 28, of the Stock Market, and the internal rules of conduct of the company gestora.

The Minister of Economy will be able to condition the opening of branches and the appointment of agents or proxies to the maintenance of certain levels of own resources or to require additional levels of solvency to the companies gestoras.

The management companies shall report to the National Securities Market Commission, within the time limit and in the form that it determines, the agency or proxy relationships to be held for their constancy in the Registry of the SGIIC.

(b) The consideration of agents or proxies shall be those that are not linked by employment relationship to the company or to entities in its group and to which the management company has granted powers to act usually on their behalf and on their own behalf in relation to the customers in the marketing of the shares of the funds it manages. In the case of legal persons, their social object must expressly permit them to carry out the activities which are the subject of representation.

These relationships should be formalized by the granting of a power of attorney which must specify the scope of the power granted in respect of the geographical scope of action, including investment funds, type of customers and method of execution of subscriptions and refunds which, in any event, must comply with the requirements set out in Articles 42 and 55 of this Regulation and its implementing rules. In addition, institutions may conclude a contract which regulates other aspects of the representation relationship, such as the obligations arising out of the contract for the parties, systems of bonds, arrangements for incompatibilities which, where appropriate, are wish to establish, the billing systems for commissions and rules of conduct applicable to the representative.

c) Agents or proxies may not act by means of subagents or establish legal relationships that bind them personally to clients in matters related to the securities market.

Agents or proxies must show in all relationships that they maintain their status as representatives of the managing body in an unequivocal manner. An agent may only represent an entity. (a) a manager or a number of entities belonging to the same group, as defined in Article 4 of the Securities Market Act. The management company shall be liable to the members of the damages that may arise from the action of its agents or proxies in the field of the representation granted.

The management companies shall be responsible for the compliance of their agents or proxies with all the rules of management and discipline of the securities market in the acts they perform, including all the requirements set out in the this article and the rules that develop it.

5. The SGIIC shall also take measures to monitor the actions of its staff and, to this end, prior to the formalisation of the contract of representation, they shall check the adequacy and adequacy of the administrative organisation and of the means, operational procedures, internal control and accounting procedures, and, where appropriate, of the computer systems to be used by those in the further development of their actions. In the event that the representation is to be granted to a legal person, the above checks shall be extended to their economic and financial situation. The SGIIC shall condition the appointment of the agents to the satisfactory verification of the aspects referred to in this paragraph.

In the same way, the SGIICs may impose on the agents that their actions are carried out in accordance with the operational, internal control and accounting procedures which, for this purpose, develop the companies they represent, in (a) special reference to cash or payment instruments, as well as to impose the use of computer systems to ensure the proper integration of data and information between the agents and the company they represent. To this end, the operators must allow and collaborate in those operational audits, procedures and internal controls which, on such procedures and systems, carry out the undertakings to which they represent. The SGIIC shall condition the maintenance of the contract of representation to the compliance of its agents with these measures.

6. The Minister of Economy and, with his express rating, the National Securities Market Commission will dictate the necessary provisions for the development and implementation of the provisions of this article, in particular regarding the media and internal control procedures, advertising of representation relations and the information which management companies shall forward to the Commission or to keep at their disposal at their domicile. "

Article twenty-second. Amendment of Article 55.7 of the Regulation.

Article 55 (7) is worded as follows:

" 7. The Minister for Economic Affairs and, with his express rating, the National Securities and Exchange Commission are empowered to determine the conditions under which the securities deposit must be held abroad which, in any event, must ensure that the ownership, the full domain and free disposal of the assets belong, at all times, to the collective investment institution. "

Article twenty-third. Partial amendment of Rule 58 of the Rules of Procedure.

Article 58 (4) is worded as follows:

" 4. The persons referred to in Article 7 (1) of this Regulation, as well as entities belonging to the same group as the SIM, SIMCAV or SGIIC, as defined in this Regulation, shall be subject to the rules of conduct set out in this number. Article 4 of the Securities Market Act and its directors, directors or directors who carry out transactions related to collective investment institutions in which they have any of the above conditions.

For these purposes, related operation shall be understood:

1. The collection of remuneration for the provision of services to a collective investment institution (except those provided by the SGIIC to the institution itself and those provided for in Article 22 of this Regulation).

2. The acquisition by a collective investment institution of financing or the constitution of deposits, and 3. º The acquisition by a collective investment institution of securities or instruments issued or endorsed by any of the persons defined in the preceding paragraph or in whose issuance any such person acts as a colocator, insurer, director or adviser.

In order for a manager to be able to perform on behalf of the collective investment institutions that manage related operations, as provided for in this number, the following requirements must be met:

(a) The manager must have a formal internal procedure, set out in its internal rules of conduct, to ensure that the related transaction is carried out in the exclusive interest of the collective investment institution and prices or in conditions equal to or better than those of the market. Confirmation that these requirements are met must be adopted by an independent commission set up within the board of the manager or, alternatively, by an internal body of the manager to whom this function is entrusted.

The procedure may provide for simplified approval systems for repetitive or minor related operations.

(b) The SGIIC shall report in the prospectus and on the periodic information that the collective investment institutions publish on the procedures adopted to avoid conflicts of interest and on transactions These are linked in the form and in the detail that the National Securities and Exchange Commission determines.

(c) The commission or internal body referred to in subparagraph (a) above shall report to the Council, at least once a quarter, on the related transactions carried out.

The above requirements will be required for SIM and SIMCAV when they have not delegated the management of their assets to another entity that meets them. The requirements referred to in paragraphs (a) and (c) above shall not be required when the General Shareholders ' Meeting expressly authorizes and prior to its conduct operations linked to those provided for in this paragraph. "

Article twenty-four. Amendment of Rule 66 of the Rules of Procedure.

New wording is given to the first paragraph of Article 66,h) of the Regulation, which will remain as follows:

" (h) Failure to comply with the minimum investment coefficients of Articles 17, 26, 37, 49, 52 (a), 52 (b), 52 (c) and 52,5, or those referred to in Article 71.4 and Article 72a (1) and (2) of this Regulation Regulation where the non-compliance is transitional and does not exceed 20 per 100 of the Regulation. In order to assess the transitional nature of the non-compliance, the provisions of Article 65 (d) shall apply. "

Article twenty-fifth. Amendment of the first provision of the Regulation.

1. A final subparagraph is added to paragraph 1 of the first provision, with the following wording:

" The National Securities Market Commission may exonerate the fulfilment of any of the requirements provided for in this additional provision when some of the institutions are placed on the market in Spain. the determining circumstances of the partial derogations provided for in Article 7.1 of Royal Decree 291/1992 of 27 March 1992 on issues and public tenders for the sale of securities. '

2. A final subparagraph is added to paragraph 2 of the first provision, with the following wording:

" The National Securities Market Commission may determine the manner and timing of the changes in the registered documentation and will be disseminated to shareholders and members of the Spanish Securities Market. modifications. "

Article twenty-sixth. Amendment of the second provision of the Regulation.

Requirement 1.o of paragraph 1 of the second provision is amended:

"1." 1. The Spanish regulations regulate the same category of collective investment institution to which the foreign institution for which authorization is sought belongs and which this institution is subject in its State of origin to a specific regulation which protects the interests of shareholders or members at a level not lower than that of the Spanish legislation. '

Article twenty-seventh. Amendment of the third additional provision of the Regulation.

A second paragraph is added in paragraph 2 of the third provision:

" The National Securities Market Commission shall issue such certification after verification that the institution meets the requirements set out in the directives referred to in paragraph 1 of the first provision. To this end, account shall be taken of the activity of its manager and the provisions of its management regulations or social statutes and in its explanatory brochure. '

Single additional disposition. Determination of the information to be supplied to the tax administration.

The Minister of Finance will be able to determine the form, time and content of the information that the management companies of collective investment institutions and the investment companies would have to supply to the administration (a) tax, irrespective of the other reporting obligations which are required by the current rules.

Single transient arrangement. Adaptation of collective investment institutions to specialized institutions.

1. The institutions of collective investment that upon the entry into force of this Royal Decree are registered in the Records of the National Securities Market Commission may adapt their regulations, social statutes and brochures (a) to transform into one of the specialized collective investment institutions provided for in Section 6.a of Chapter II of the Regulation of Law 46/1984 of 26 December, regulating collective investment institutions. The processing procedure shall be in accordance with Article 9 of that Regulation and shall give the members the right of separation provided for in Article 35.2 thereof. However, collective investment institutions which are engaged in the scheme provided for in the third provision of that Regulation may not be transformed.

2. As long as the Minister for Economic Affairs or, with his express rating, the National Securities Market Commission does not specify the maximum rates and percentages referred to in the second subparagraph of Article 4 (1) (e) of the Law 46/1984, collective investment institutions may be set up to take as a reference, replicating them, indices where the investment in securities of the same entity does not represent more than 35 per 100 of its asset or the investment in securities of entities belonging to the same group 45 per 100 of its asset.

3. The collective investment institutions which, at the entry into force of this Royal Decree, invest above 50 per 100 of their assets in other collective investment institutions must adapt to the forecasts contained in Section 6.a of the Chapter II of Title I of the Regulation of Law 46/1984 within twelve months of the entry into force of this Royal Decree.

4. As long as the Minister for Economic Affairs does not approve the means of dissemination provided for in Article 13.5 of this Regulation, the companies managing the investment funds must supply the company with the securities exchange established in the place of its registered office or, where appropriate, in any of them, the precise information for the publication, daily or frequency corresponding to the type of collective investment institution concerned, in the respective bulletin. (a) the value of the assets and liabilities of the company, the amount of which is the value of the assets; partakers. Also, collective investment institutions shall make public the relevant facts referred to in Article 10.4 through the notification and publication in the listing bulletin of the Stock Exchange at the institution's head office or, in its defect, in that of any of the Bags, in addition to communicating them to the National Securities Market Commission and including them in the immediate quarterly prospectus.

5. The collective investment institutions entered in the records of the National Securities Market Commission, which, at the entry into force of this Royal Decree, are in accordance with the new concentration limits per issuer referred to in Article 4.3 The Regulation of Law 46/1984, when this does not entail an amendment of its investment policy, will not need to update its information brochure in advance, with the publication of a relevant fact and its inclusion in the quarterly report. next.

6. The adjustment to the new ceiling of the depositary commission provided for in Article 45.5 of the Regulation of Law 46/1984 will not require the prior amendment of the management regulations and information brochures of the investment funds. It is not possible for the contents of these documents to be adjusted at the moment when other modifications are made. The funds to be reduced by the depositary commission effectively applied to adapt to the new limit should be published as a relevant fact in the terms of Article 10.4 of that Regulation.

7. The action of the agents or proxies of the management companies of collective investment institutions pursuant to Article 54a of the Regulation of Law 46/1984 shall require the prior development of the provisions laid down by the Minister for Economic Affairs or, with its express rating, by the National Securities Market Commission.

Single end disposition. Enabling regulations and entry into force.

1. The Minister of Economy is empowered to make the provisions necessary for the fulfilment and execution of this Royal Decree and, with its express rating, to the National Securities Market Commission, in the field of its powers.

2. This Royal Decree shall enter into force on the day following its full publication in the Official Gazette of the State.

Given in Madrid on 2 February 2001.

JOHN CARLOS R.

The Second Vice President of the Government for Economic Affairs and Minister of Economy,

RODRIGO DE RATO Y FIGAREDO