JOHN CARLOS I

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.

PREAMBLE

I

Directive 2009 /65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in securities Council Directive 85 /611/EEC of 20 December 1985 on the coordination of provisions laid down by law, regulation or administrative action relating to undertakings for collective investment in securities (a) transferable securities, and subsequent amendments In addition to this recasting, the directive simplifies the system of cross-border marketing of the institutions of collective investment (hereinafter IIC), provides for a system of cross-border action of the management companies of IIC, strengthens the supervisory powers and cooperation mechanisms between competent supervisory authorities, regulates a new information tool of the IICs called "document with the fundamental data for the investor" and previews a regime for IIC merges and core-subordinate structures.

Moreover, Article 11 of Directive 2010 /78/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 98 /26/EC, 2002 /87/EC, 2003 /6/EC, 2003 /41/EC, 2003 /71/EC, 2004 /39/EC, 2004 /109/EC, 2005 /60/EC, 2006 /48/EC, 2006 /49/EC and 2009 /65/EC in relation to the powers of the European Supervisory Authority (European Banking Authority), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority (European Securities and Markets Authority), partially amends Directive 2009 /65/EC. The amendments relate to the setting up of the European Securities and Markets Authority as the authority to which the National Securities Market Commission (hereinafter the CNMV) should send it certain information, not only in the framework of the cooperation between supervisors, but also information regarding the refusal of authorisations of certain collective investment institutions and authorisations granted to management companies. The possibility of binding mediation by the European Securities and Markets Authority in certain cases of the confluence of competent authorities from different Member States is also covered by the Directive.

This law aims to initiate the transposition of these directives, which will be completed with the development regulations, and to this end, the Law 35/2003 of 4 November of the Investment Institutions is amended. Collective.

The mandatory modification of Law 35/2003 is also used in compliance with our obligations regarding European Union law, in order to introduce other modifications with the objective of strengthening the competitiveness of our industry in a context of greater integration and competition, and to establish measures to improve the supervision of IICs and management companies by the CNMV.

With these objectives, this law consists of a single article that introduces amendments to Law 35/2003 of 4 November, of Collective Investment Institutions along 71 paragraphs, three additional provisions, a derogation provision and eight final provisions.

II

Within a first set of novelties, this law introduces into Law 35/2003 the necessary provisions (applicable legal regime and supervision powers) for the proper functioning of the passport of the management company for fund management.

First, from the entry into force of the standard, Spanish management companies will be able to manage funds domiciled in other Member States, and management companies in other Member States will be able to manage funds

In this respect, it must be borne in mind that the management companies and the investment funds and the harmonised investment companies already enjoy a passport for the cross-border marketing of their shares and participations. The novelty is to introduce the passport for the own cross-border management of funds. This makes it necessary for a higher degree of trust between the origin supervisor (mainly responsible for monitoring compliance with the rules of organisation, and for rules of conduct when the SGIIC acts in the freedom to provide services) and the host supervisor (under whose responsibility the rules of conduct remain when the SGIIC acts through a branch, and the rules for the organisation and operation of the fund).

Second, the cross-border marketing regime is simplified. Under the current rules, cross-border marketing requires the competent authority of the home Member State to be informed, as well as the submission of a series of documentation to the competent authority of the host Member State. This procedure is considerably reduced. With the new wording given to the law, the procedure for the cross-border marketing of investment funds or companies shall be subject to the notification between competent authorities of the application of the management company and of the verification exclusively by the competent authority of the Member State of origin of the fulfilment of the requirements necessary to sell IIC shares or units to investors of Member States other than that in which it is located domiciled the fund or company. Access to other markets is thus increased, mainly by reducing the time available for the competent authorities to carry out these notifications and by removing the need for communication from the IIC with the competent authority of the host Member State.

III

A second set of modifications included in this law are directed to the reinforcement of investor protection.

In the first place, such an increase occurs through the strengthening of the mechanisms of cooperation, consultation and exchange of information between the competent supervisory authorities. The wider possibilities for cross-border action by IICs and their management companies also lead to the provision of national and European supervisory authorities to ensure the right balance with the other good. Fundamental legal at stake, that is, investor protection.

Secondly, investor protection should be increased with respect to their information rights. In this sense, it is necessary to amend Article 17 of Law 35/2003-in addition to include some technical improvement-to introduce a new information document: " the document with the fundamental data for the "investor", which replaces the previous simplified prospectus and which has two substantial new developments with respect to the prospectus, in order to help the investor to make informed decisions. On the one hand, this document is fully harmonised with the aim of making the harmonised funds and societies of any Member State perfectly comparable. In the second term, the data will be presented in an abbreviated and easily understandable form for the investor, and the essential data for such decisions should be contained only in this instrument. By virtue of the introduction of this new information document, it is necessary to establish another series of eminently technical modifications in Law 35/2003.

IV

A third block of materials included in this law is that of those reforms aimed at increasing the competitiveness of the sector. Within these, an essential novelty in order to strengthen the competitiveness of our investment industry in this context of greater openness at European level, is the possibility of using global accounts for the marketing in Spain of funds In our country, through the modification of Article 40 (3) of Law 35/2003. The introduction into our legislation of these global accounts is essential to eliminate the discrimination that the management companies of the Collective Investment Institutions (SGIIC) of Spain have for the marketing of Spanish funds in our country through global accounts, against the foreign IICs that come using this marketing mechanism. In short, this is a fundamental commercial disincentive that makes it difficult to conclude by the SGIIC of these marketing contracts with entities resident in Spain that, on the contrary, the foreign SGIIC can conclude easily. This reform does not affect the other legal assets protected in the regulation of IIC, in particular to investor protection. The possibility of using the global accounts in paragraph 34 of this law is accompanied by adaptations. under other provisions of Law 35/2003.

In this line of strengthening the competitiveness of our industry and the increase in the investment capacity of our sector, Law 35/2003 is modified to grant the possibility that IICs may yield a guarantee of the assets included in their assets, thereby improving their financing possibilities, in particular through the framework agreements for contractual compensation. Along the lines, they are established, other measures to promote the competitiveness of our industry by reducing the administrative burdens and easing the procedures.

V

Finally, the law includes another series of subjects. Further to the above, and beyond investor protection, the law also introduces additional mechanisms in order to facilitate and strengthen the supervisory activity of the CNMV. The law also introduces various technical improvements in order to achieve greater legal certainty for economic transactions.

The law concludes with three additional provisions, a derogatory provision, which expressly repeals the fifth transitional provision of Law 35/2003, and eight final provisions concerning the marketing of funds. on investment referred to in Article 40.3, on the fulfilment of certain tax obligations, on the incorporation of European Union law, on the declaration of events of exceptional public interest, on the amendment of the text Recast of the Law of the Tax on Societies, to the Enablement for Development regulatory and determining the date of entry into force of the rule.

Single Article. Amendment of Law 35/2003, dated November 4, of Collective Investment Institutions.

Law 35/2003 of 4 November, of Collective Investment Institutions, is amended as follows:

One. Article 2.1 (a), (b) and (c) shall be worded as follows:

" (a) To the Collective Investment Institutions that have in Spain their registered office in the case of investment companies, or that have been authorised in Spain, in the case of funds.

(b) to Collective Investment Institutions 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 (hereinafter referred to as Directive 2009 /65/EC) 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) To collective investment institutions authorised in another Member State of the European Union not subject to Directive 2009 /65/EC, and to collective investment institutions authorised in non-EU Member States European, in both cases when marketed in Spain. "

Two. Article 2 (2) is worded as follows:

" 2. This law shall also apply to the management companies referred to in Title IV, to the depositaries provided for in Title V, and to other entities providing services to IICs, in accordance with the terms laid down in this Law and its development provisions. "

Three. Article 7 (1) shall be read as

:

" 1. The participation in each of the aliquot parts in which the patrimony of a fund is divided. 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 an account. Within the same fund, or in the case of the same compartment, there may be different classes of shares which may be differentiated, inter alia, by the denomination currency, the profit distribution policy or the fees applicable to them. Each class of participations shall receive a specific name, which shall be preceded by the name of the fund and, where appropriate, the compartment. "

Four. Article 8 is amended as follows:

" Article 8. Commissions.

Management companies and depositaries may receive from the funds management and deposit commissions, respectively, and the management companies of the unit-holders, subscription and reimbursement commissions; establish subscription and refund discounts in favour of the own funds. Such fees shall be set as a percentage of the equity or return on the fund, or a combination of both variables, or, where appropriate, the liquidative value of the holding, shall not exceed the limits which, as guarantee of the interests of the unit-holders and depending on the nature of the fund and the maturity of the investments, be established in a regulatory manner. In the prospectus and in the document with the key investor information, the form of calculation and the ceiling of the commissions, the fees actually charged and the entity receiving the charge shall be collected.

Different commissions may be applied to the different classes of units issued by the same fund. In any event, the same management and depositary fees shall apply to all units of the same class. "

Five. Article 9 (2) and (3) are worded as follows:

" 2. The investment companies will be governed by the provisions of this Law and, as not provided for in it, by the provisions of the recast text of the Law on Capital Companies, approved by the Royal Legislative Decree 1/2010, of 2 July (hereinafter: Capital Companies Act) and Law 3/2009, of April 3, on structural modifications of commercial companies.

3. The capital of investment companies shall be fully subscribed and paid up since its establishment and shall be represented by shares. Different series of actions may be issued, which may be differentiated, inter alia, by the denomination currency, the results distribution policy or the fees applicable to them. Shares belonging to the same series shall have equal nominal value and shall confer the same rights. Each of these series shall also receive a specific name, which shall be preceded by the name of the company and, where appropriate, the compartment. Such actions may be represented by means of nominative titles or by means of a note. "

Six. Article 10 (2) is worded as follows:

" 2. The application for authorization must include, in any case, a memory, the accreditation of the honorability and the professionalism, in the terms indicated in this Law, of those who are responsible for administration and management of the IIC, and in general, how much data, reports or background is considered appropriate to verify compliance with the conditions and requirements set out in this article. Such a request shall also, in the case of investment funds, include the prospectus and the document with the key investor information referred to in Article 17 of this Law and, in the case of companies which do not designated management company, an activity memory in which the organisational structure appears. In the case of funds, the application shall incorporate the rules governing the management of the funds and, in the case of companies, the social statutes.

The National Securities Market Commission (CNMV) shall establish the standard models of all documentation referred to in this paragraph. "

Seven. Article 10 (3) is worded as follows:

" 3. In the case of investment funds and investment companies that have designated a management company, the authorisation of the CNMV shall be notified within two months of the receipt of the request, or at the time of completion of the application. required documentation.

In the case of investment companies that have not designated a management company, the authorization of the CNMV shall be notified within three months of the receipt of the request, or at the time the request is completed. documentation required. If five months elapse without the express decision being made, the application for administrative silence may be deemed to be deemed to be, with the effects provided for in Article 43 of Law No 30/1992 of 26 November 1992, of the Legal Regime of the Public administrations and the Common Administrative Procedure. '

Eight. Article 10 (4) is worded as follows:

" 4. The CNMV may only refuse, by means of a reasoned decision, the authorisation to set up an IIC where the legal and regulatory requirements are not met. In the case of investment companies the authorisation may also be refused in the following cases:

a) The lack of transparency in the structure of the group that the entity may eventually belong to,

(b) in the case of companies that have not designated a management company, where they maintain close links with other entities that do not allow for an adequate and effective exercise of the supervisory functions of the CNMV,

(c) when it is deduced that there may be serious difficulties in inspecting it or obtaining the information that the CNMV deems necessary for the proper development of its supervisory functions,

(d) where the laws, regulations or administrative provisions of a non-Member State of the European Union governing the natural or legal persons with which the investment company maintains close links, or difficulties arising from its application, prevent the effective exercise of the said supervisory functions.

For the purposes of the provisions of this Law, close links shall be deemed to exist where two or more natural or legal persons are joined by:

1. a control link, in the terms provided for in Article 4 of Law 24/1988, of July 28, of the Securities Market (hereinafter the Securities Market Act),

2. the fact that they own, directly or indirectly, or through a control link, 20 percent or more of the capital or voting rights of an enterprise or entity.

In the event that the management company is authorised in another Member State of the European Union under Directive 2009 /65/EC, the authorisation for the creation of an IIC in Spain may only be refused in the following cases: assumptions:

(a) Where the management company does not respect the provisions of the first two paragraphs of Article 55.2.a.

(b) Where the management company is not authorised by the competent authorities of its home Member State to manage IICs of the type for which it applies for authorisation.

(c) Where the management company has not provided the documentation referred to in Article 11.4.

Before rejecting an application, the CNMV shall consult the competent authorities of the home Member State of the management company.

The CNMV shall report annually to the European Commission and the European Securities and Markets Authority on the number and nature of these refusals. "

Nine. Article 10 (6) is read as follows:

" 6. IICs may not start their activities until they have been registered in the administrative register of the CNMV and have been recorded in the information leaflet for the institution and the document with the key data. for the investor. The registration of the investment funds in the Trade Register shall be potestative. "

Ten. Article 11 (1) (e) is worded as follows:

" (e) In the case of investment funds, designate a management company that complies with the provisions of Article 43.1.c) of this Law if it is an SGIIC authorised in Spain, or that complies with the provisions of Article 11.4 if it is a company Manager authorised in another Member State of the European Union pursuant to Directive 2009 /65/EC.

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. "

Once. Article 11 (2) is worded as follows:

" 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.

Business and professional honorability in those who have been observing a personal trajectory of respect to the commercial laws or others that regulate the economic activity and the life of the business as well as the good commercial and financial practices. In any event, it is understood that they lack such good repute as those in Spain or abroad, have a criminal record for criminal offences, are prosecuted or, in the case of the procedures referred to in Titles II and III of the Book IV of the Law of Criminal Procedure, if a self-opening of the oral trial has been issued, are disabled for public office or administrative or management of financial institutions, or are disabled, according to the Law 22/2003, of 9 July, Insolvency, until the period of disablement fixed in the The judgment of the competition and the broken and the non-qualified in proceedings prior to the entry into force of that law.

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 of this Law.

The requirements laid down in paragraphs (a), (d) and (e) shall not be required of 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 CNMV, which will make them public through the corresponding record. "

Twelve. Two new paragraphs 4 and 5 are added to Article 11 with the following wording:

" 4. In the event that the management company is authorised in another EU Member State under Directive 2009 /65/EC, it shall be further necessary to obtain the authorisation, to provide the CNMV with the following documents:

(a) The written agreement with the depositary referred to in Article 60a.

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 will notify the CNMV 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. In so far as it is necessary to ensure compliance with the rules for which the CNMV is responsible, the CNMV may request the competent authorities of the Member State of origin of the management company to clarify 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 referred to it, on whether the type of IIC for which it is requests for authorisation falls within the scope of the authorisation granted to the management company. '

Thirteen. Article 12 is worded as follows:

" Article 12. Amendment of constituent projects, statutes and regulations.

1. Amendments to the draft constitutive, in the statutes or in the IIC regulations shall be subject to the prior authorisation procedure laid down in Article 10.

They will not require prior authorization, although they must be communicated to the CNMV for their constancy in the corresponding register, the modifications of the social statutes and the regulations, which have as their object:

(a) The change of domicile within the national territory as well as the change of denomination of the managing company or the depositary.

(b) The incorporation into the regulations of the investment funds or the statutes of the investment companies of legal or regulatory precepts of an imperative or prohibitive nature, or the enforcement of judgments or administrative.

(c) The capital increases from reserves of the investment companies.

(d) Those other modifications for which the CNMV, in response to prior consultation or by means of a general resolution or provision, has deemed it unnecessary, due to its limited relevance, to the approval procedure.

2. Any modification of the regulation of an investment fund, after being authorized by the CNMV, must be communicated by the management company immediately to the unit-holders. Where the amendment of the management regulation, prospectus or document with the fundamental data for the investor affects the investment policy, policy of distribution of results, substitution of the management company, delegation of management of the portfolio in another entity, change of control of the management company or of the depositary, merger, transformation or division of the fund, establishment or elevation of the fees, changes in the frequency of the calculation of the settlement value, transformation into an IIC by compartments or compartments of other IICs, as well as in the (a) to be notified to the unit-holders prior to their entry into force. Amendments relating to the replacement of the depositary as a result of oversold or subject to the verification of other bodies, may be immediately registered with the CNMV provided that it is complied with. the obligation of the management company to communicate this change to the unit-holders. In all such cases, provided that there is a commission of reimbursement or expenses or discounts associated with it, the unit-holders shall have the right of separation, without deduction of commission or any expense, except for what is established in this respect in cases particular.

However, there shall be no right of separation in the case of replacement of the managing company or the depositary provided that the replacement entity is of the same group, or in the cases of merger or creation of a management company or Depositary of the same group. In any case, a continuity in the management shall be established at the time of the application for the authorisation provided for in the preceding paragraph of this paragraph.

The separation right referred to in this paragraph shall be exercised, in the case of investment funds listed, on the market enabled in the prospectus for the class of participants exercising the right. The unit-holders shall bear the ordinary expenses arising from the stock market operation corresponding to the exercise of that right.

The date for the calculation of the liquidative value to be applied to the repayments, the way in which the amendments will enter into force and the time and procedure for the execution of the right of payment shall be established. separation which, in any case, will guarantee the information to the unit-holders and will give rise to the updating of the management regulation and the explanatory prospectus of the fund. "

Fourteen. Article 13.1 (a) and (i) shall be worded as follows:

" a) For non-compliance with the requirements set out in Article 10.4 or Article 11 of this Act.

However, when due to circumstances on the market or due to compliance with this law or the requirements of the Capital Companies Act, the equity or the number of members of a fund, or the capital or the number of shareholders of an investment company, shall fall from the minimum established rules, those institutions shall enjoy the period of one year, during which they may continue to operate as such. Within that period they shall either lead to the reconstitution of the capital or the equity and the number of shareholders or members, either to give up the authorisation granted or to decide on its dissolution. '

"(i) When any of the causes of forcible dissolution provided for in Chapter I of Title X of the Capital Companies Act."

Fifteen. A new Article 13a is added with the following wording:

" Article 13a. Notice of revocation to other competent authorities.

Where the IIC carries out cross-border marketing activities in another Member State under Article 16, or is managed by a management company with registered office in a Member State of the European Union other than Spain, the CNMV shall communicate the revocation referred to in the previous Article to the competent authorities of those Member States. '

Sixteen. Article 15 (1) shall be read as

:

" 1. The placing on the market in Spain of shares and units of collective investment institutions authorised in another Member State of the European Union in accordance with Directive 2009 /65/EC shall be free subject to the rules laid down in that Directive. this Article, since the competent authority of its home Member State has communicated to the IIC that it has sent the CNMV the notification letter containing information on the arrangements and arrangements for the marketing of the shares or participations in Spain, and where appropriate, on the classes of these or on the series of those, the the rules of the investment fund or the instruments of incorporation of the company, its prospectus, the last annual report and, where appropriate, the half-yearly report, the document containing the key information for the investor and the accreditable certificate of the IIC complies with the conditions laid down in Directive 2009 /65/EC.

In any event, the CNMV will accept the submission by electronic means of the documentation referred to in the first paragraph.

The CNMV will not require additional information or documentation as set forth in this article.

IICs will have to comply with the regulations in force in Spain that do not fall within the scope of Directive 2009 /65/EC, as well as the rules governing advertising in Spain. The CNMV shall monitor compliance with these obligations.

As set out in this law and in its development regulations, IICs will be required to facilitate payments to shareholders and unit-holders, the acquisition by the IIC 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. "

seventeen. Paragraphs 1a and 1b are added to Article 15 with the following literal wording:

" 1 bis. 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 law and in its development regulations.

The document with the fundamental data for the investor and its modifications must be presented in Spanish or in another language supported by the CNMV.

The prospectus and the annual and half-yearly reports and their modifications shall be presented in Spanish, in a language customary in the field of international finance or in another language supported by the CNMV.

The translation of the information referred to in the preceding paragraphs shall be carried out under the responsibility of the IIC and shall accurately reflect the content of the original information.

1 ter. In the event of a change in the information on the arrangements for the marketing of shares or shares, or in relation to the classes of shares or shares to be marketed, communicated in the notification letter referred to in the paragraph First subparagraph, the IIC referred to in paragraph 1 shall inform the CNMV in writing before such amendment is effective.

The IIC shall communicate to the CNMV any modification of the documents referred to in the first subparagraph of paragraph 1 and shall indicate the site in which they can be obtained in electronic form. "

Eighteen. Article 15 (2) is worded as follows:

" 2. The placing on the market in Spain of the shares and units of the collective investment institutions referred to in Article 2.1.c) will require that compliance with the National Securities Market Commission be credited with prior approval. of the following ends:

(a) That the Spanish legislation regulates the same category of Collective Investment Institution to which the foreign institution belongs and that the Institution of Collective Investment is subject in its State of origin to a specific rules for the protection of the interests of 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 Collective Investment Institution is entrusted with respect to the development of its activities.

Accredited such extremes, the Collective Investment Institution must be subject to the following requirements:

1. Incontribution and registration in the National Securities Market Commission of documents certifying the holding of the Collective Investment Institution and the shares, units or securities representative of its capital or the legal regime applicable to it.

2. Incontribution and registration in the National Securities Market Commission of the Financial Statements of the Collective Investment Institution and its corresponding audit report, prepared in accordance with the legislation applicable to that Collective Investment Institution.

3. No Contribution, approval and registration in the National Securities Market Commission for an informative prospectus and a document with the key investor data, as well as its publication.

All the documents referred to in this paragraph must be accompanied by their sworn translation into Spanish.

In order for the Collective Investment Institution to be able to market its shares or shares in Spain, it must be expressly authorized for this purpose by the National Securities Market Commission and registered in the records of the National Securities Market Commission.

The authorization may be refused on grounds of prudence, for not giving equivalent treatment to the Spanish Collective Investment Institutions in their country of origin, for not being assured compliance with the rules of 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 the conditions of competition between them Collective Investment Institutions and the Collective Investment Institutions authorized in Spain.

Once authorised and registered in the register of the National Securities Market Commission, these institutions shall be subject to the same reporting obligations as set out in the fifth subparagraph of paragraph 1. above. "

nineteen. Article 15 (3) is worded as follows:

" 3. In the case referred to in the preceding paragraph, the authorised intermediary shall provide the shareholders or unit-holders in Spain with the foreign IIC free of charge, in accordance with the provisions of Chapter III of Title II thereof. Law, the prospectus, the document with the fundamental data for the investor and the annual and semi-annual reports of the IICs, as well as the rules of management of the fund or, where appropriate, the statutes of the society. These documents will be provided in your affidavit to Spanish. "

Twenty. Article 16 is worded as follows:

" Article 16. Marketing of Spanish IIC shares and shares in the European Union area.

1. Spanish IICs intending to market their shares or units within the scope of the European Union in accordance with the provisions of Directive 2009 /65/EC shall forward to the CNMV a notification letter containing information on the arrangements and arrangements for the placing on the market of the shares or units in the host Member State, and where appropriate, on the classes of the shares or shares in the host Member State.

The IIC will attach the following documentation to this document:

(a) Regulation of the investment company's investment fund or writing fund;

b) Brochure;

c) Document with key investor data;

(d) Last Annual Report and in its case the Successive Annual Report.

The document with the key investor information must be presented in one of the official languages of the host Member State or in another language admitted by the competent authorities of the host Member State.

The investment company's investment fund regulation or the writing of the investment company, the prospectus and the annual and half-yearly reports shall be presented in one of the official languages of the host Member State, in a language customary in the field of international finance or in another language admitted by the competent authorities of the host Member State.

The translation of the information referred to in the preceding paragraphs shall be carried out under the responsibility of the IIC and shall accurately reflect the content of the original information.

The CNMV will verify that this documentation is complete. In this case it shall forward it to the competent authorities of the Member State in which the IIC intends to market its shares or shares, within a maximum of 10 working days from the receipt of such complete documentation together with a certificate stating that the Collective Investment Institution meets the conditions laid down in Directive 2009 /65/EC. This referral will be carried out by electronic means. The CMMV shall immediately notify this fact to the IIC. Upon receipt of such notification by the IIC, the IIC shall have access to the market of the host Member State.

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

2. The CNMV shall ensure that the competent authorities of the host Member State of the IIC have access by electronic means to the documentation referred to in the second subparagraph of the preceding paragraph, in the terms indicated, and shall ensure that the IIC keeps documentation and translations up to date. The IIC shall communicate to the competent authority of the host Member State any modification of those documents and shall indicate the place where they can be obtained in electronic form.

In the event of a change in the information on the arrangements for the marketing of shares or shares, or in relation to the classes of shares or shares to be marketed, communicated in the notification letter to the The IIC shall inform the competent authorities of the host Member State in writing before such amendment is effective.

IICs will provide investors based in the host Member State with all the information provided for in this law and in their development regulations.

3. IICs authorised in Spain which market their shares or units in another EU Member State in accordance with this Article shall, in any event, be subject to the Spanish legislation in relation to the frequency of calculation and publication of the liquidative value of the units or shares, for the purposes of subscription, redemption, sale and repurchase. '

Twenty-one. Article 17 is worded as follows:

" Article 17. Informational documents.

1. The management company, for each of the investment funds it manages, and the investment companies shall publish for dissemination among the shareholders, unit-holders and the general public a prospectus, a document containing the essential data for the investor, an annual report, a half-yearly report and a quarterly report, so that, in an up-to-date manner, all circumstances which may influence the appreciation of the value of the assets and prospects of the institution, in particular the inherent risks involved, as well as compliance with the applicable rules.

2. The prospectus shall contain the statutes or the IIC regulations, as appropriate, and shall be in accordance with the provisions of Article 27 of the Securities Market Law, and in the law of development of this Law, being registered by the CNMV with the provided for in Article 92 of the Securities Market Act.

The prospectus must be updated in terms that are determined to be regulated.

3. The document with the key investor information will provide the following information:

a) IIC identification;

b) a succinct description of your investment objectives and investment policy;

(c) a presentation of historical yields or, if applicable, profitability scenarios;

d) associated costs and expenses, and

e) the risk/remuneration profile of the investment, with appropriate guidance and warnings in relation to the risks associated with investments in the IIC considered.

The document shall contain a statement of the place where additional information on the investment envisaged, and in particular the prospectus and the annual and half-yearly reports, and the language in which this information is available, may be obtained. at the disposal of investors.

This document shall be written in a concise manner, in non-technical language and shall be presented in a common format, allowing comparisons to be made, and easily analyzable and understandable by the average investor in order to be in reasonable conditions to understand the essential characteristics, nature and risks of the investment product offered to it and to take informed investment decisions without the need for other documents.

Key investor data will be considered pre-contractual information. They will be impartial, clear and not misleading. They shall be consistent with the relevant parts of the prospectus.

No civil liability shall be incurred as a result only of the key investor data, or of its possible translation, unless they are misleading, inaccurate or inconsistent in relation to the relevant parties. of the prospectus. A clear warning shall be included in the document with the key investor information.

The document must be permanently updated and any modification of the document must be sent to the CNMV.

4. The annual report shall contain the annual accounts, the management report, the audit report of the accounts and the other information to be determined on a regulated basis, in order to include the relevant information enabling to the investor, with knowledge of the case, to formulate a judgment on the evolution of the activity and the results of the institution.

5. The quarterly and half-yearly reports shall contain information on the state of the assets, the number of shares and shares in circulation, the settlement value for participation or share, the portfolio of securities, movements in the assets of the institution, comparative table for the last three financial years and any other financial year to be regulated.

6. The CNMV shall establish the standard models of all the documentation referred to in this Article.

The CNMV will maintain a record of prospectuses, documents with key investor data, annual, semi-annual and quarterly IIC reports to which the public will have free access.

All the documents mentioned in the above paragraphs, simultaneously with their dissemination among the public, will be submitted to the CNMV with the aim of keeping the records referred to in the previous paragraph updated. In the case of the prospectus and the document with the fundamental data for the investor its dissemination will require the prior registration by the CNMV in accordance with the provisions of article 10.6. of this Law. In the case of funds, the prospectus registration shall require its prior verification by the CNMV.

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, which carry out the management activity of an IIC authorised in Spain.

7. In any event, the quarterly reports shall contain all the costs of the fund or, where appropriate, of the company, expressed in terms of percentage of the assets of the fund or, where appropriate, the capital of the company. The CNMV shall be responsible for determining the items to be included in such expenditure. '

Twenty-two. Article 18 (1), (2) and (3) shall be amended as follows:

" 1. In sufficient time for the subscription of the units or shares, the last half-yearly report and the document containing the key data for the investor shall be delivered free of charge to the subscribers and, upon request, the prospectus and the last published annual and quarterly reports.

The prospectus and the document with the key investor information may be provided on a durable medium or through the website of the investment company or the management company. Upon request, a paper copy of such documents shall be delivered free of charge to investors.

For the purposes of the above paragraph, it is considered to be durable support for any instrument that allows the investor to store the information addressed to him personally, so that the investor can access it. subsequently for consultation over a period of time appropriate for the purposes to which the information is intended and which allows for unchanged reproduction.

An updated version of the documents provided for in this paragraph shall be published on the website of the investment company or management company.

2. The annual and half-yearly reports shall be sent free of charge to members and shareholders at regular intervals, unless they expressly renounce this. In addition, IICs shall send free and periodically a quarterly report to members and shareholders who expressly request it. Where the participant or shareholder expressly requests it, such reports shall be sent to him by telematic means.

In addition, all these documents will be made available to the public in the places that indicate the prospectus and the document with the key investor data.

3. Any advertising containing an invitation to purchase shares or shares in an IIC shall indicate the existence of the prospectus and the document with the investor-critical data provided for in this Chapter and the places and the way in which the the public can get them or have access to them.

This advertising may not contradict or detract from the information contained in the prospectus and the document with the key investor data. "

Twenty-three. A new paragraph 1a is inserted in Article 18:

" 1 bis. The IICs will provide the document with the key investor data to intermediaries selling or advising investors on potential investments in those IICs or on products that carry risk against those IICs, when those request. In any case, the intermediaries shall comply with the obligation referred to in the first subparagraph of paragraph 1 above. '

Twenty-four. Article 20 (1) is worded as follows:

" 1. In the development of the accounting standards referred to in the Code of Commerce, the Law of Companies of Capital and the General Plan of Accounting, it corresponds to the Minister of Economy and Finance and, with its express rating, to the CNMV, and with the previous Report of the Accounting and Audit Institute of Accounts, approve the specific rules of the accounting of IICs, as well as the criteria for valuation and determination of the assets and results. "

Twenty-five. A new Article 22a is added, with the following wording:

" Article 22a. Communications to members and shareholders.

Communications to be made to members and shareholders when required by the Law or its implementing regulations may be made by telematic means, when the investor expressly chooses it. "

Twenty-six. Article 24 (3) is worded as follows:

" 3. In the case of IIC of a societarium character, the dissolution and liquidation will be in accordance with the Royal Legislative Decree 1/2010, of July 2, for which the recast text of the Law of Companies of Capital is approved, with the caveats that will be established in this law and its development regulations. "

Twenty-seven. Article 25 is worded as follows:

" Article 25. Transformation.

1. IICs can only be transformed into other IICs that belong to the same class. However, IICs authorised in accordance with Directive 2009 /65/EC shall not be converted into other IICs.

2. Without prejudice to the provisions of the previous paragraph, all investment companies covered by the IIC status may be transformed into companies that do not have such status without the need for prior authorisation of the CMMV. Public limited liability companies may be transformed into investment companies.

3. Processing operations shall be subject to the following requirements:

(a) Prior administrative authorisation of the CNMV in accordance with the procedure laid down in Article 10 of this Law.

(b) Accreditation, at the time of the transformation, that the specific conditions set for the resulting IIC class are met, except for the conditions under which this law and its implementing rules set a deadline for count from enrollment in the corresponding administrative record.

c) Reform of the social statutes or management regulations, leaving the operation on the register of the corresponding CNMV and, in the case of companies, prior to the Commercial Registry.

(d) Communication to the participants of the transformation agreement in the case of funds, so that, where appropriate, they exercise the separation rights that correspond to them.

In the case of companies, the processing agreement must be published either on the website of the company or its management company, or in two newspapers of great circulation in the respective province, or to communicate in writing to all the partners through a procedure which ensures that the company is received at the address listed in the company's documentation. The transformation agreement shall reflect the alternative adopted. The Commercial Registrar shall transmit, on its own initiative, in a telematic form and at no additional cost, the agreement entered for its publication in the "Official Gazette of the Commercial Register".

e) Presentation in the CNMV of the audit report of the financial statements that have served to agree the transformation, closed on a date not earlier than three months after the adoption of the transformation agreement. This requirement shall not apply when the entity that is transformed is an IIC. "

Twenty-eight. Article 26 is worded as follows:

" Article 26. Merge.

1. Merger operations shall be subject to the authorisation procedure provided for in this law and in its implementing rules.

2. IICs can only be merged when they belong to the same class.

The merger may be both by absorption and by the creation of a new institution on the terms and with the exceptions that are determined to be regulated.

3. In the case of investment companies, the merger processes shall comply with the provisions of Law No 3/2009 of 3 April, in which it is not disposed of by this law and its implementing rules.

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 CNMV with authorisation for authorisation. Such authorisation shall be requested from the CNMV once the merger has been agreed by the Board of Directors and prior to the deposit of the draft merger in the Trade Register.

The authorisation, together with appropriate 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. deposit of the draft merger in the Commercial Registry, through a procedure that ensures the receipt of that at the address listed in the documentation of the company.

The merger will necessarily be agreed upon by the shareholders ' meeting of each of the companies participating in the merger, once the CNMV authorizes the merger.

The definitive exchange equation shall be determined on the basis of the settlement values and number of outstanding shares of the day prior to the granting of the public merger deed.

The content of the merge project will be developed.

4. In the case of investment funds, the merger procedure shall be initiated subject to the agreement of the management company or, where appropriate, the management companies, of the institutions which intend to merge. The draft terms of merger, together with other information to be determined on a regulatory basis, shall be submitted to the CNMV for authorisation. The authorization of the merger process shall be considered as relevant and shall be published in the Official Gazette of the State and in two national newspapers or on the website of their respective managers or entities of their respective groups, for the minimum period of one month. In addition, the authorisation, together with the appropriate and accurate information on the proposed merger which will be determined on a regulatory basis, should be communicated to the members of all the funds concerned.

After at least 40 days from the date of the notices or from the referral of the individual notification, if it is later, the managing company or, where applicable, the managing companies, and the depositary or, in its Case, the depositaries, the funds will execute the merger by granting the corresponding contractual document and their registration in the corresponding registration of the CNMV. The exchange equation shall be determined on the basis of the liquidative values and the number of units in circulation at the close of the day preceding the granting of the deed or, if that is not the case, when the document is granted contract. The financial statements which are incorporated in writing or, where appropriate, the contractual document shall be approved by a duly empowered person of the management company and the depositary.

The content of the merge project will be developed.

5. In the case of a merger between IIC of different legal nature, the procedure shall be in accordance with the provisions of this law and its implementing rules as regards the fund or compartment or funds or compartments which are merged and the provisions of the Law 3/2009, of 3 April, in relation to the society or societies that are merged, with the provisos that are established in this law and in its development regulations. "

Twenty-nine. A new wording is given to Article 27 (2):

" 2. The divisions referred to in this provision shall, at least, comply with the requirements laid down in Article 25 (3), in addition to the presentation of the relevant draft terms of division. In addition, in the case of investment companies, the provisions of Law No 3/2009 of 3 April 2009 shall apply. "

Thirty. Article 28 (2) is amended as follows:

" 2. In order to initiate the transfer, the shareholder or shareholder must be directed, as appropriate, to the destination, marketing or investment company, to which it shall order in writing the necessary steps. If the recipient of the application is the marketer, the latter must immediately move the application for transfer to the destination company or investment company (hereinafter referred to as the target company). In any event, received the transfer request, the target company must inform the management, marketing or investment company of origin (hereinafter referred to as the company of origin), within the maximum period of one working day since it is in its possession, the duly completed application with indication at least of the name of the IIC of destination and, where appropriate, of the compartment, the identifying data of the IIC account to which the transfer is to be carried out, of its depositary, where appropriate, of its management company, and of the IIC of origin, and, where appropriate, of the compartment.

The source company shall have a maximum of two working days from the receipt of the request to carry out the checks it deems necessary.

Both the transfer of cash and the transfer by the company of origin to the society of destination of all the financial and fiscal information necessary for the transfer shall be made, from the third working day from the receipt of the application, within the time limits laid down for payment of the refunds or for the disposal of shares. In any event, the transfer of cash shall be effected by bank transfer, ordered by the company of origin to its depositary or, where applicable, the trader, from the account of the IIC of origin to the account of the IIC of destination.

The target company shall keep the documentation derived from the above acts and obligations at the disposal of the company of origin, the relevant supervisory bodies, where appropriate, of the depositaries of origin and destination, and of the competent tax authorities. '

Thirty-one. Article 30.1 (a) is worded as follows:

" (a) marketable securities and financial instruments, as provided for in the first subparagraph of Article 2 (a) of the second indent of the Securities Market Act, admitted to trading on stock exchanges or other markets or organised trading systems, irrespective of the State in which they are located, provided that, in any case, the following requirements are met:

1. º. These are markets that have regular operation;

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

3. Having rules of operation, transparency, access and admission to trading similar to those of official secondary markets.

Managing companies and investment companies must ensure, prior to the start of investments, that the markets in which they intend to invest meet those requirements and to collect in the explanatory prospectus the IIC and in the document with the fundamental data for the investor an indication of the markets in which it is to be invested. "

Thirty-two. Article 30.1 (c) and (d) shall be worded as follows:

" (c) Shares and units of other IICs authorised in accordance with Directive 2009 /65/EC, provided that the regulation, the statutes, or alternatively the IIC prospectus whose shares or shares are intended to be acquired, are not authorize to invest more than 10 percent of the institution's assets in units or shares of other IICs.

(d) Shares and units of other IICs not authorised under Directive 2009 /65/EC, provided that the latter are not intended to invest, in turn, in other IICs, and provided that they meet the following requirements: that the the fund rules or alternatively the IIC prospectus whose shares or shares are intended to be acquired do not authorize to invest more than 10% of the institution's assets in shares or shares of other IICs; that the company the management or, where appropriate, the investment company is subject to supervision by the authorities (a) competent European authorities consider equivalent to that laid down by European Union law and ensure cooperation between the authorities; whereas the level of protection of its members and shareholders is equivalent to that laid down in this Law in the basis of what the CNMV determines; and that its business activity is reported in a semi-annual and annual report to enable the assessment of assets and liabilities, revenues and transactions during the reporting period. '

Thirty-three. The following wording is given to Article 30.1 (f):

" (f) derivative financial instruments traded on a market or trading system that meets the requirements set out in subparagraph (a) above provided that the underlying asset consists of assets or instruments of the referred to in this paragraph, financial indices, interest rates, exchange rates or currencies, in which the IIC of a financial character may invest in accordance with its investment policy as stated in the prospectus and in the document with the data fundamental for the investor. "

Thirty-four. Article 30 (6) is worded as follows:

" 6. The securities and other assets that the portfolio includes shall not be eligible for or constitute a guarantee of any kind, except to serve as collateral in the operations that the institution carries out in:

a) the official secondary markets,

(b) unorganised derivatives markets, for an amount not exceeding the daily settlement of losses and gains generated as a result of changes in the valuation of such instruments, provided that they are covered by the contractual netting agreements and financial guarantees regulated in Royal Decree Law 5/2005 of 11 March 2005, of urgent reforms for the boost of productivity and for the improvement of public procurement.

Where appropriate, the securities and assets that integrate the portfolio shall be deposited in the custody of the depositaries regulated in this law. However, securities and other assets that integrate the portfolio of financial IICs may be the subject of securities lending operations with the limits and guarantees established by the Minister for Economic Affairs and Finance. '

Thirty-five. Article 32 (8) and (9) are worded as follows:

" 8. The acquisition by the company of its own shares, between the initial capital and the maximum statutory capital, will not be subject to the established limitations on the derivative acquisition of own shares in the Capital Companies Act. Below that minimum capital, you may acquire shares with the limits and conditions set forth in the Capital Companies Act.

9. The company may put in circulation shares at a price below its nominal value, not being applicable in this respect to the provisions of the Capital Companies Act.

The shareholders of the company will not in any case enjoy the preferential right of subscription in the issue or putting into circulation of the new shares.

The remuneration or advantages of the founders and promoters regulated in the Capital Companies Act shall be prohibited. "

Thirty-six. Article 40 (1), (2) and (3) are worded as follows:

" 1. The SGIICs are public limited companies whose social object will consist of the administration, representation, investment management and management of the subscriptions and repayments of the funds and investment companies.

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 the Securities Market Act.

b) Administration, representation, management and marketing of venture capital entities, in the terms established by Law 25/2005 of 24 November, regulatory of venture capital institutions and their companies manager.

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 the Securities Market Act.

(b) Custody and management of the investment funds ' holdings and, where appropriate, the shares of the investment companies.

In any event, the authorization to carry out the activities of this paragraph shall be conditional on the management company having the necessary authorization to provide the services referred to in paragraph (a) of the Previous paragraph 1.

3. Management companies may market shares or shares of IIC. This additional activity may be carried out directly or by means of agents or proxies under the conditions to be determined, as well as by entities authorised for the provision of investment services. The shares of investment funds marketed by entities authorised for the provision of investment services or, through other management companies, shall be included in the register of members of the management company in the name of of the participant, identified at least by its tax identification number and by the marketer through which it has acquired such holdings. Each marketer shall bear an identifying record of the members who have subscribed to the shares.

It may be established that, alternatively to the identification system referred to in the previous paragraph for investment funds, the holding of the centralised register of unit-holders is entrusted third entity in terms that are determined in accordance with the conditions laid down for the delegation of functions in this law and in its implementing rules.

Subscriptions or acquisitions of shares or shares must be effected by means of a registered cheque in favour of the IIC, bank transfer in favour of the IIC or by means of cash delivery directly by the person concerned to the depositary, for subsequent payment to the account of the fund or of the company. '

Thirty-seven. Article 41 is worded as follows:

" Article 41. Authorization and registration.

1. It will be up to the Minister for Economic Affairs and Finance, on a proposal from the CNMV, to authorize, on a prior basis, the creation of SGIIC. Once they have been formed, to start their activity, they must register in the Commercial Registry and in the corresponding registration of the CNMV.

The CNMV shall notify the European Securities and Markets Authority of each authorisation granted.

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.

3. Prior consultation with the supervisory authority of the relevant Member State of the European Union shall be the subject of the authorisation of a management company where one of the following circumstances is present:

(a) the management company is a subsidiary of another management company, investment firm, credit institution or insurance 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, investment firm, credit institution or insurance undertaking authorised in another Member State of the European Union,

(c) under the control of the same natural or legal persons as another managing company, investment firm, credit institution or insurance institution authorised in another Member State.

4. The authorisation shall be notified within six months of receipt of the application or at the time of completion of the required documentation. 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.

5. In the case of the creation of SGIICs which are to be controlled, directly or indirectly, by one or more undertakings authorised or domiciled in a non-Member State of the European Union, the granting of the authorisation shall be suspended, refuse or limit its effects, when notified to Spain, a decision taken by the European Union in respect of the fact that the Community SGIICs do not benefit in that State from a treatment which offers the same conditions of competition that the conditions of effective access to the market are not met, and that the conditions for effective access to the market are not met.

6. The authorisation referred to in this Article shall lapse if the period of one year, from the day following the date of notification of the administrative decision granting the authorisation, shall expire on the day following the date of notification of the administrative decision granting the authorisation. request their registration in the corresponding register of the CNMV. "

Thirty-eight. A point (d) is added to Article 42:

" (d) The existence of serious conflicts of interest between the positions, responsibilities or functions held by the members of the SGIIC board of directors and other positions, responsibilities or functions that they hold simultaneous form. "

Thirty-nine. Article 43 (1) is hereby worded as

:

" 1. Managing companies must meet the following requirements to obtain and retain the authorisation:

a) Revestir the form of a public limited company, constituted for an indefinite period of time, and that the actions of the social capital have a nominative character.

b) To have exclusive social object as provided for in Article 40 of this Law. As a principal, they shall carry out the activities referred to in the first paragraph of Article 40.1, without prejudice to the fact that they may be authorised to carry out the remainder of the activities provided for in that Article.

c) That your registered office, as well as its effective administration and address, is located in Spanish territory.

d) That, in the case of a newly created entity, it is constituted by the simultaneous foundation procedure and that its founders do not reserve any special benefits or remuneration of any kind.

e) Dispose of the minimum social capital that is regulated, fully disbursed in cash and subsequently with the levels of own resources that are required, proportionate to the real value of the assets administer.

f) Having an administrative board of no less than three members.

g) That the identity of all shareholders, whether direct or indirect, natural or legal persons, holding significant participation in the company, and the amount of such participation be communicated.

(h) Those who hold office or management positions in the company have the requirements of good repute as set out in paragraph 2 (c) of Article 11 of this Law and that the majority of their members the management board, or its executive committees, as well as all delegated and general directors and directors, have the knowledge and experience requirements set out in Article 11 (2) (d) of this Law, taking into account the nature of the IIC and the types of portfolios that the management company intends to manage.

i) Having a good administrative and accounting organization, as well as with adequate human and technical means, in relation to its object.

j) Having adequate internal control procedures and mechanisms to ensure the correct and prudent management of society, including risk management procedures, as well as control and safety mechanisms in (a) the computer and organs and procedures for the prevention of money laundering and the financing of terrorism, a system of related operations and an internal rules of conduct. The management company shall be structured and organised in such a way as to minimise the risk that the interests of IICs or clients are harmed by conflicts of interest between the company and its clients, including clients, between one of its clients and an IIC or between two IICs.

k) That it has provided adequate documentation of the conditions and services, functions or activities to be outsourced or outsourced, so that it can be verified that this does not distort or leave without content of the requested authorization. "

Forty. Article 44 (2) (d) shall be read as follows:

"(d) Capital extensions and reductions."

Forty-one. Article 45 (7) (a) is read as follows:

" (a) In any event, and automatically, no political rights may be exercised in respect of the shares acquired irregularly. If, however, they are to be exercised, the corresponding votes will be void and the agreements will be impugable in court, as provided for in the Law of Companies of Capital, with the CNMV being legitimized. "

Forty-two. A new point (e) is added to Article 46 (1):

" (e) Issue the certificates of the shares in the investment funds that are represented through those securities. They may also request the issuing of the certificates referred to in Article 12 of the Securities Market Act, on behalf and on behalf of the unit-holders, to the entities in charge of the accounting records, in the case of participations represented by notes on account. The foregoing shall not apply in the event that in the register of members of the management company, the shares appear in the name of the participant, identified only by their tax identification number and by the marketer through the it has acquired such holdings, in accordance with Article 40.3 of this Law, in which case it shall be the trading entity which is required to issue the certificates for each unit-holder. In this case, the management company shall issue, for each trading entity, a certificate of the shares channelled through the latter. '

Forty-three. A paragraph 3 is added to Article 48 with the following literal wording:

" 3. Management companies managing funds and companies established in another Member State of the European Union under Directive 2009 /65/EC shall be obliged to address and resolve complaints or complaints in the language or in one of the languages officials of the Member State of origin of the fund or company. '

Forty-four. Article 49 (1) and (2) are worded as follows:

" 1. The authorisation granted to an SGIIC or a branch of an institution which has its registered office in a non-EU Member State may be revoked in the following cases:

a) If you do not make use of the authorization within twelve months of the date of the notification of the authorization.

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

c) If you interrupt, in fact, authorized IIC management for a period of more than six months.

d) If for a year it performs a volume of activity that is less than it is regulated.

e) If you are in breach of any of the requirements for obtaining the 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 set, the CNMV may exceptionally and in a reasoned manner grant a period of no more than six months for the correction of the situation or cease the activities of the management company.

f) When the alleged provision in Article 45.10 of this Law or in a serious or systematic manner is infringed, the provisions laid down in this Law or in the other rules governing the legal status of the companies IIC managers.

g) As a sanction, as provided for in Title VI of this Act.

h) When any of the causes of forcible dissolution provided for in the Capital Companies Act.

i) If authorization was obtained by virtue of false statements, omissions or otherwise irregular means.

j) If the opening of a bankruptcy procedure is agreed.

k) The serious and systematic non-compliance of the obligations in relation to the records.

(l) Non-compliance for three months of the obligations under the Investment Guarantee Fund provided for in Title VI of the Securities Market Act.

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

2. Any authorisation revoked from a Spanish management company carrying out any cross-border action in accordance with Article 54 of this Law shall be notified to the competent authorities of the host Member State.

When the management company carries out the functions of administration, representation, investment management and management of IIC subscriptions and reimbursements authorised in another Member State of the European Union of Directive 2009 /65/EC, the CNMV shall consult the competent authorities of the IIC Member State of origin before withdrawing the authorisation. '

Forty-five. Article 50 is worded 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 CNMV, which may take the provisional measures it deems necessary, such as the discharge of the management of the IICs managed to another SGIIC.

(b) The resolution of the file shall correspond to the Minister of Economy and Finance on a proposal from the CNMV, or directly to this body in the case provided for in paragraph 1 (b) of the previous article.

(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 paragraphs (a), (b) or (c) of the previous Article, it is sufficient to give the interested party a hearing. In the cases provided for in paragraph (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 Commercial Registry and in the registration of the CNMV. It will also be published in the Official Gazette of the State, producing effects against third parties.

4. The Minister of Economy and Finance may agree, on a proposal from the CNMV, that the revocation will entail the forced dissolution of the entity. In these cases, the CNMV may, in the interests of investor protection, agree to all the 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 CNMV being able to agree to the orderly liquidation of any of the measures identified in the 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 CNMV of the relevant measures to ensure that the entity does not initiate new activities in the Spain and the interests of the investors are safeguarded, as well as, where appropriate, the adoption in collaboration with the competent supervisory authority and without prejudice to its powers, from the corresponding forecasts for ordering its liquidation. '

Forty-six. Article 51 is worded as follows:

" Article 51. Suspension.

When any of the assumptions provided for in the following Article are met, the CNMV may suspend, in whole or in part, the effects of the authorisation granted to an SGIIC. Where the suspension is partial, it shall affect some of the activities or the extent to which they were authorised. In the act of suspension, the precautionary measures deemed to be relevant may be agreed. "

Forty-seven. Article 52 (1) shall be read as

:

" 1. The suspension referred to in the previous Article may be agreed upon when any of the following assumptions are made:

a) Opening a sanctioning case for serious or very serious infringement.

(b) Where any of the causes referred to in paragraphs (e), (f), (g), (g) or (i) of this Act are to be found, as long as the revocation procedure is substantiated.

c) When of the assumption provided for in Article 45.7 of this Law.

d) As a sanction, as provided for in Title VI of this Act.

e) Non-compliance with the obligations in relation to the records.

f) Failure to comply with the obligations of the Investment Guarantee Fund.

g) The entity contest. "

Forty-eight. A new Article 53a is added.

" Article 53a. Corporate operations.

The transformation, merger, division and segregation of a branch of activity, as well as other social modification operations carried out by an SGIIC or leading to the creation of an SGIIC, will require authorisation. in accordance with the procedure laid down in Chapter II, with the adjustments to be made in regulation, without in any event the social alteration being capable of any of the requirements laid down for the constitution of the SGIIC are legally or legally established. "

Forty-nine. Article 54 is worded as follows:

" Article 54. Cross-border action of the management companies authorised in Spain.

1. The SGIICs authorised in Spain may exercise the activity referred to in the authorisation in other Member States of the European Union, either through the establishment of a branch, or through the freedom to provide services, in the terms set out in this Article.

If such SGIIC is limited to proposing without the establishment of a branch the marketing of the shares and units of an IIC that it manages and is authorized in Spain, in a different Member State of the European Union of Spain, such activity shall be subject only to the requirements of Article 16.

In this case, the writing referred to in Article 16 will include an indication that the IIC managing IIC also markets the IIC.

2. Any management company authorised in Spain wishing to establish a branch in the territory of another Member State shall notify the CNMV. The notification to the CNMV shall indicate:

(a) The Member State in whose territory the branch is proposed to be established.

(b) The operational programme setting out the activities and services to be proposed and the structure of the branch organisation, which shall include a description of the risk management procedure established by the management company, and if it comes from the procedures and provisions adopted in accordance with Article 48.3 and Article 54.5 bis.

(c) The address in the host Member State in which the documents may be required.

d) The name of the managers responsible for the branch.

3. The CNMV shall forward all information provided by the management company to the competent authority of the host Member State within two months of the receipt of all the information required, unless it has reasons for doubt, in view of the project in question, of the adequacy of the administrative structures or the financial situation of the management company, taking into account the activities it intends to pursue. This circumstance shall be notified to the management company within two months of receipt of all the information.

The CNMV shall communicate to the European Commission and the European Securities and Markets Authority annually the number and nature of cases in which such information is not referred.

In the event of any modification of the data communicated in accordance with paragraphs (b), (c) and (d) of the previous paragraph, the SGIIC shall inform the competent authority of the Member State in writing of such modification. of the European Union hosting the SGIIC and the CNMV, at least one month before making it effective, so that the latter can decide on the same in accordance with the provisions of this Article.

Together with the information referred to in the first paragraph, when the SGIIC wishes to develop the activity consisting of the administration, representation, investment management and management of subscriptions and reimbursements the funds and investment companies, the CNMV shall also send to the competent authority of the host Member State of the management company a certificate stating that it has been authorised in accordance with the requirements laid down in this Regulation; in Directive 2009 /65/EC, a description of the scope of the authorisation and the details of the any restrictions on the types of funds or companies that the management company is authorised to manage.

The CNMV shall update the information contained in the certificate referred to in the preceding paragraph and inform the host Member State whenever there is an amendment to the scope of the management company's authorisation or the details of any restrictions on the types of funds or companies that the management company is authorised to manage.

4. Any management company authorised in Spain wishing to pursue its activity in the territory of another Member State for the first time under the freedom to provide services shall notify the CNMV. The notification shall indicate:

(a) The Member State in whose territory it is proposed to operate.

b) the operational programme setting out the activities and services to be carried out, including a description of the risk management procedure established by the management company, of the procedures and provisions adopted in accordance with Article 48 (3) and Article 54 (5a).

The CNMV shall forward all information provided by the management company to the competent authority of the host Member State within one month of receipt of all the information required. In the event of a change in the content of the information referred to in subparagraph (b) above, the management company shall communicate in writing that amendment to the CNMV and to the competent authority of the host Member State of the SGIIC make it effective.

Together with the information referred to in the preceding paragraph, when the management company wishes to develop the activity consisting in the administration, representation, investment management and management of the subscriptions and reimbursement of the funds and investment companies, the CNMV shall also send to the competent authority of the host Member State of the management company a certificate stating that it has been authorised in accordance with the requirements laid down in Directive 2009 /65/EC, a description of the scope of the authorisation and the details of any restrictions on the types of funds or companies that the management company is authorised to manage.

The CNMV shall update the information contained in the certificate referred to in the preceding paragraph and inform the host Member State whenever there is an amendment to the scope of the management company's authorisation or the details of any restrictions on the types of funds or companies that the management company is authorised to manage.

4 bis. Managing companies authorised in Spain which carry out their activities in the territory of another Member State in the framework of the freedom to provide services shall in any event respect the rules of conduct laid down in Title VI and its rules of procedure.

5 bis. Management companies which manage transfrontier companies or investment funds, either by establishing a branch or under the freedom to provide services, shall adopt appropriate procedures and arrangements for the provision of information to the provision of the public or the competent authority of the IIC Member State of origin, upon request, as well as to ensure the exercise of the rights by the shareholders or members of the IIC's home Member State.

5 ter. The SGIIC shall comply with the obligations imposed by the host Member State on the basis of its powers and shall forward, at the request of the competent authority of the host Member State, any information requested by it under its jurisdiction. competencies.

If the competent authorities of the host Member State of that SGIIC communicate to the CNMV the refusal of the SGIIC to comply with those obligations, the CNMV will take, as soon as possible, all the measures required under the laws for the management company to comply with those obligations.

The CNMV shall inform the competent authorities of the host Member State of the management company of the nature of the measures taken.

5 quater. The CNMV shall have a period of 10 working days to respond to the competent authority of the IIC home Member State where it requests details and information regarding the written agreement with the depositary that the SGIIC should have provided to the competent authority of the IIC Member State of origin in accordance with the law of that State, with regard to information on the arrangements for delegation in relation to the functions of asset management and administration of the IICs which the SGIIC should have provided to the competent authority of the IIC home Member State in accordance with the legislation of this and, on the basis of the certificate that the CNMV must have referred to the competent authority of the IIC home Member State in accordance with the provisions of this Article, on whether the type of IIC for which The SGIIC requests authorization in another Member State, within the scope of the authorization granted to the SGIIC.

5 quinquies. The CNMV may at any time apply to IICs authorised in another Member State in accordance with Directive 2009 /65/EC and whose management company has been authorised in Spain, its prospectus and the amendments thereto, as well as its annual reports and half-

.

5 sexies. The CNMV shall without delay inform the competent authorities of the IIC's home Member State of any problems identified in the management company which may materially affect the management company's ability to fulfil its obligations under this Regulation. in respect of the IIC, as well as any non-compliance with the requirements set out in this law and in its implementing legislation.

5 septies. CNMV shall be responsible for monitoring the adequacy of the provisions and the organisation of the company so that it is in a position to comply with the obligations and rules relating to the setting up and functioning of all IICs which manages.

6. Spanish management companies seeking to open a branch or to provide services without a branch in a Member State other than the European Union must obtain a prior authorisation from the CNMV, which is determined by the requirements and the procedure applicable to this assumption. "

Fifty. Article 55 is worded as follows:

" Article 55. Managing companies authorised in another Member State of the European Union.

1. Managing companies authorised in another Member State of the European Union under Directive 2009 /65/EC may carry out in Spain either by opening a branch or by way of freedom to provide services, the activity to which they are it relates to its authorisation in the terms set out in this Article.

If such a management company is limited to proposing without the establishment of a branch in Spain the marketing of the shares and units of an IIC which it manages and is authorised in a Member State of the Union European other than Spain, such activity shall be subject only to the requirements of Article 15.

In this case, the writing referred to in Article 15 shall include an indication that the management company managing the IIC also markets the IIC.

2. In no case shall the establishment of branches or the freedom to provide services be conditional upon the obligation to obtain an additional authorisation, or to provide a fund of endowment or any measure having equivalent effect.

2a. When the management company wishes to develop in Spain the activity consisting in the administration, representation, management of investments and management of the subscriptions and repayments of the funds and investment companies included in the field implementing Directive 2009 /65/EC, by establishing a branch or in the framework of the freedom to provide services, shall comply with the rules relating to the setting up and functioning of the IIC set out in Titles I, II and III and in its standards of development.

In particular, it must respect the rules on: the constitution and authorisation of IICs; the issuance and redemption of shares and shares; investment policies and their limits including the calculation of total exposure; and leverage; restrictions on borrowing, lending of securities and uncovered sales; valuation, accounting and calculation of the settlement value, as well as errors in their calculation and compensation for them; the the distribution or reinvestment of returns; the reporting requirements for members; shareholders and the general public, including the prospectus, the document with the key investor information and the periodic reports; the provisions relating to the marketing; the relationship with members and shareholders; the merger; settlement, transformation, division and transfer of shares or shares; the contents of the register of members and shareholders; the fees for the authorisation and supervision and the exercise of the rights of shareholders and members of the shareholders; in respect of the above, including the right to vote.

The CNMV will be responsible for monitoring compliance with the provisions of the previous paragraph.

The management company will decide and be responsible for adopting and implementing all the necessary organisational arrangements and decisions to ensure compliance with the rules on the establishment and functioning of the IIC. as well as the obligations laid down in its constituent documents.

The management companies that perform the IIC management activity authorized in Spain, will be obliged to address and resolve the complaints and claims in Spanish that the shareholders or members of such IICs present.

Managing companies carrying out the IIC management activity authorised in Spain shall establish appropriate procedures and arrangements for making information available to the public or to the CNMV, upon request, as appropriate. how to ensure the exercise of rights by shareholders or members in the country of origin of the IIC.

3. The opening in Spain of branches of management companies authorised in other Member States of the European Union will not require prior authorisation. However, the same shall be conditional on the CNMV receiving a communication from the competent authority of the home Member State of the management company, containing the information referred to in paragraphs (a), (b), (c) and (d) of paragraph 2 of the Article 54 of this Law.

Once the communication has been received, the CNMV will notify its reception to the management company, who must register the branch in the Mercantile Registry and in the corresponding register of the CNMV, communicating to this date the effective start of their activities.

The management companies authorised in another EU Member State carrying out their business through a branch in Spain shall in any event respect the rules of conduct laid down in Title VI and its rules of development. The CNMV shall be responsible for monitoring compliance with these provisions.

With regard to the rules that are subject to supervision by the CNMV, the CNMV may set a time limit of no more than two months from the receipt of the communication to organise the supervision of its compliance by the CNMV. management company.

The branch of the management company may be established and begin to carry out its business when it receives communication from the CNMV, or if the two-month period has elapsed without any communication.

4. In the event of a change in any of the data communicated in accordance with the provisions of paragraphs (a), (b), (c) and (d) of Article 54 (2), the management company shall notify the CNMV in writing in writing at least within the time limit. of one month before making such an amendment effective.

5. The implementation in Spain, for the first time, of activities under the freedom to provide services, by management companies authorised in another Member State of the European Union, may be initiated once the CNMV has received communication from the the competent authority of the home Member State of the management company, in the terms referred to in Article 54 (4) of this Law.

In the event of a change in the content of the information referred to in paragraph (b) of Article 54 (4), the management company shall communicate such modification to the CNMV in writing before it is effective.

6. The CNMV may require management companies to have branches in Spanish territory for statistical purposes for statistical purposes on the activities they carry out in that territory, as well as any other necessary information for the fulfilment of its supervisory obligations under this Law. Furthermore, it may require management companies to act on the basis of the freedom to provide services in Spain under the freedom to provide services with the information necessary to monitor compliance with the rules applicable to them under this Regulation. Law and its implementing rules.

7. Management companies authorised in another Member State of the European Union which intend to carry out in Spain the activities covered by their authorisation under the freedom to provide services shall be obliged to designate a representative with tax residence in Spain to represent them for the purposes of the tax obligations to be fulfilled by the activities they carry out on Spanish territory.

8. Where the IIC is authorised in Spain, the CNMV 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 IIC. the management company to properly comply with its statutory or regulatory obligations, which have an impact on the supervisory authority of the CNMV.

9. 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 CNMV, carry out on-the-spot checks 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 CNMV to carry out on-site verifications of branches established in Spain, in compliance with the responsibilities attributed to it by law. "

Fifty-one. Article 56 (1) is hereby worded as

:

" 1. For non-Community management companies intending to open a branch in Spain and to Community companies not subject to Directive 2009 /65/EC, the procedure for prior authorisation provided for in Chapter II of this Title shall apply to them. the adjustments to be made in regulation. If they intend to provide services without a branch, they must be authorised in the form and conditions to be fixed. 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. "

Fifty-two. Article 60 is worded as follows:

" Article 60. Obligations.

IIC depositories must meet the following obligations:

(a) Compose the rules governing the management of investment funds and grant the document of incorporation, as well as those of modification or liquidation. These tasks must be developed jointly with the management company.

(b) The supervisory function of the management carried out by the management companies of the investment funds or by the directors of the investment companies shall be assumed by the unit-holders or shareholders. To this end, they shall verify in particular that the limits to the investments and coefficients provided for in this Law are respected.

(c) Vellar on the basis of the regularity of the equity subscriptions, the net of which shall be credited to the account of the funds.

(d) to satisfy, on behalf of the funds, the repayments of shares, the net amount of which shall be debited from the account of the fund. To this end, it is appropriate to monitor the criteria, formulas and procedures used by the management company for the calculation of the liquidative value of the units.

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

(f) To comply, where appropriate, on behalf of the institutions, the purchase and sale of securities, as well as to collect the interest and dividends accrued on them.

g) To exercise the functions of depositing or administering securities belonging to IICs, taking responsibility in cases where they do not directly develop the same. The obligations inherent in this custody function and the requirements to be met by the entities that hold the foreign securities deposit of the IICs shall be regulated.

h) Perform any other functions that serve for the best execution or as a complement to the custody and surveillance functions. "

Fifty-three. A new Article 60a is added with the following literal wording:

" Article 60a. Additional obligation in case of cross-border management.

Where the management company has been authorised in another Member State of the European Union under Directive 2009 /65/EC, the depositary shall sign a written agreement with the management company governing the flow of the management company. information necessary for the depositary to carry out the obligations and functions provided for in this Law and in its implementing legislation. '

Fifty-four. A new paragraph is added to Article 62.1:

" The depositary is obliged to forward to the CNMV, upon request, all the information it has obtained in the exercise of its functions and that the CNMV needs to monitor compliance with the current regulations. part of the IIC. "

Fifty-five. Article 65 is worded as follows:

" Article 65. Applicable rules.

1. Management companies, depository entities and IICs that review the form of society and whose integral management is not entrusted to a management company, as well as those who have management and management positions in all of them, their employees, agents and proxies, will be subject to the following rules of conduct:

(a) those provided for in this Chapter and those contained in Title VII of the Securities Market Act, with the adaptations and specifications which, where appropriate, are to be established in a regulated manner, including the sanctioning regime for the failure to comply with those rules laid down in Title VIII of the same Law,

(b) those laid down in the development of the precepts referred to in paragraph (a) above, approved by the Government or, with the express rating of the Government, the Minister for Economic Affairs and Finance,

c) those contained in the internal regulations of conduct.

These rules will also apply to the marketing activity as defined in Article 2.

2. In their activity in Spain, managing companies authorised in another EU Member State shall be subject to the provisions of the preceding paragraph when they are operating through a branch.

In their cross-border activity in another EU Member State, the SGIICs authorised in Spain shall be subject to the provisions of the preceding paragraph when they exercise this in the framework of the freedom to provide services. "

Fifty-six. Article 67 (1) (c) and (d) shall be worded as follows:

" (c) by the managing companies and the depositaries with each other when they affect an IIC in respect of which they act as manager and depositary respectively, and those between the management companies and those who perform in Administration and address charges.

(d) by management companies, when they affect an IIC in respect of which it acts as a manager; by the depositary when they affect an IIC in respect of which it acts as a depositary and by investment companies, with any another entity belonging to its same group as defined in Article 4 of the Securities Market Act. '

Fifty-seven. Article 67 (3) (a) is worded as follows:

" (a) The management company must have a formal internal procedure to ensure that the related transaction is carried out in the exclusive interest of the IIC and at prices or in conditions equal to or better than those on the market. Confirmation that these requirements are met must be adopted by an independent unit of the management company. The procedure may provide for simplified approval systems for repetitive or minor related operations. '

Fifty-eight. Article 67 (4) is hereby worded as

:

" 4. Regulations shall determine the requirements for the related operations to be carried out between the management companies and those carrying out administration and management positions. "

Fifty-nine. Article 68 is worded as follows:

" Article 68. Separation from the depositary.

1. No institution may be a depositary of IICs managed by a company belonging to its own group, or investment companies in which it is the same, unless the IIC or, where appropriate, the management company has a specific procedure to prevent conflicts of interest.

2. The verification of compliance with the requirements laid down in accordance with the preceding paragraph shall be carried out by an independent unit of the management company or the investment company.

For these purposes, the unit to which this function is entrusted shall, at the intervals to be determined by regulation, draw up a report on the extent to which the requirements laid down in this Article must be met. Refer to the CNMV. In the event that the report reflects the right to meet these requirements, the depositary shall be replaced by another non-member of the same group in accordance with the terms laid down in Article 61. '

Sixty. Article 69 (1) (b) is read as follows:

"(b) The management companies provided for in Title IV of this Law and their agents, extending this competence to any office or centre within or outside the Spanish territory."

Sixty-one. An Article 70a is added with the following literal wording:

" Article 70a. Suspension of issuance, redemption or repurchase.

The CNMV may require, in the interest of the members or shareholders or in the public interest the temporary suspension of the issue, the repayment or the repurchase of the shares or shares of the IICs authorized in Spain, when not the determination of their price is possible or another cause of force majeure is present.

In the case of an IIC authorised in Spain carrying out cross-border marketing activities in another Member State pursuant to Article 16, or managed by a management company with registered office in Spain, a Member State of the European Union other than Spain, the CNMV shall communicate the suspension referred to in the preceding paragraph to the competent authorities of those Member States. '

Sixty-two. Article 71 is amended as follows:

" Article 71. Supervision of entities from other Member States.

1. The CNMV may require the entities referred to in Article 55 to act under the freedom to provide services, and to its branches, the information necessary to verify compliance with the applicable rules. It may also require information for purely statistical purposes.

2. If the CNMV observes that the entities listed in the previous paragraph do not comply with the information obligations provided therein, or other obligations set out in this law or its implementing rules, they will require them to put an end to the situation. irregular and shall inform the competent authorities of the home Member State of the management companies.

If the management company does not take the appropriate measures, the CNMV shall inform the competent authority of the State of origin. If the management company continues to carry out the infringing conduct in spite of the measures taken by the competent authority of the State of origin, the CNMV may, after informing the competent authority, take the appropriate measures to the provisions of this Title to prevent further infringements, including the exercise of sanctioning powers. Alternatively, if the CNMV considers that the competent authority of the home Member State of the management company has not acted correctly, it may point the case to the attention of the European Securities and Markets Authority, in accordance with the 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 Securities and Markets Authority), amending Decision 716 /2009/EC and repeals Commission Decision 2009 /77/EC.

The CNMV shall communicate to the European Commission and the European Securities and Markets Authority annually the number and nature of the cases in which the measures provided for in the preceding paragraph are taken.

Exceptionally, prior to the adoption of the measures provided for in this paragraph, the CNMV may adopt the preventive measures it deems necessary to protect the interests of investors. The measures taken shall be communicated to the European Commission, the European Securities and Markets Authority and the competent authorities of the Member State of origin of the management company as soon as possible.

3. Where the management company carries out the cross-border management of IICs authorised in Spain, the competent authority of the home Member State of the management company shall consult the CNMV before revoking its authorisation. In such cases, the CNMV will take the necessary measures to safeguard the interests of the investors, being able to prohibit this management company from carrying out new activities in Spain. "

Sixty-three. A new Article 71a is added with the following literal wording:

" Article 71a. IIC monitoring that they market transborder.

1. Where the CNMV has reasonable grounds to believe that an IIC authorised in another Member State of the European Union whose shares or units are marketed in Spain pursuant to Article 15 infringes obligations arising from the Directive 2009 /65/EC, whose supervision does not correspond to the CNMV, shall communicate these facts to the competent authorities 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 because they are inappropriate, or due to the lack of action by that Member State within a reasonable time, the IIC persists in a performance clearly detrimental to the interests of the investors in Spain of the IIC under Article 15, the CNMV may proceed in one of the following ways:

(a) adopt, after informing the competent authorities of the IIC's home Member State, all appropriate measures to protect investors, and may even prevent the IIC from continuing to market its shares/units in Spain, or

(b) where necessary, subject 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, creates a European Supervisory Authority (European Securities and Markets Authority), amending Decision 716 /2009/EC and repealing Commission Decision 2009 /77/EC.

The CNMV shall without delay inform the Commission and the European Securities and Markets Authority of any measure taken pursuant to point (a) of the preceding paragraph.

2. Where the CNMV receives from a competent authority of a Member State of the European Union, in relation to an IIC authorised in Spain and which has received the communication from the CNMV referred to in Article 16, a communication stating that that competent authority has reasonable grounds to believe that the IIC is in breach of obligations arising from Directive 2009 /65/EC, which is supervised by the CNMV, shall take the appropriate measures legally provided for. '

Sixty-four. An article 771 is added with the following literal wording:

" Article 71 ter. Cross-border cooperation between competent authorities.

1. The CNMV 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 legislation transposing Directive 2009 /65/EC.

The CNMV 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 CNMV 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 CNMV 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 establishing a European 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 the information necessary for the fulfilment of its tasks, in accordance with Article 35 of that Regulation.

2. Where the CNMV has reasonable grounds to suspect that entities not subject to its supervision are carrying out or have carried out activities in the territory of another EU Member State contrary to the national provisions of that State, that Directive 2009 /65/EC has been transposed, shall notify the competent authority of that Member State in the most appropriate way. This communication shall be without prejudice to the powers that the CNMV may exercise.

3. Also, where the CNMV receives a notification from the competent authority of another EU Member State indicating the existence of reasonable grounds for suspecting that entities not subject to the supervision of that competent authority are carrying out or have carried out activities in Spain contrary to this Law, and to its development provisions, the CNMV must take the necessary measures to correct this situation. In addition, it shall communicate to the notifying competent authority the outcome of its intervention and, as far as possible, significant interim progress.

4. The CNMV may request the cooperation of the competent authority of another EU Member State in a supervisory activity, for on-the-spot verification or an investigation in the territory of the latter, in the framework of the powers conferred on it. in this Law and its development regulations.

Where it is the CNMV which carries out such verification or investigation on the spot, it shall accept that the personnel of the competent authority of the Member State in whose territory the verification or investigation is to take place site, accompany the CNMV.

In the event that it is the competent authority of the Member State in whose territory the verification or on-site investigation is to take place, the CNMV may request that its personnel accompany that authority.

5. In case the National Securities Market Commission receives from the competent authority of another EU Member State a request for a request for cooperation in a supervisory activity, an on-the-spot verification or a request for cooperation. research:

a) will perform the verification or investigation itself;

(b) allow the authorities to submit the application, or

(c) allow the audit of accounts or experts.

In the case of the CNMV carrying out the on-the-spot verification or investigation referred to in the preceding paragraph, it shall accept that the staff of the competent authority of the applicant EU Member State accompany the CNMV. In any case, the verification or investigation shall be maintained under the control of the CNMV.

In the event that the CNMV allows the competent authority of the requesting EU Member State to carry out the verification or investigation on the spot, it may request that its personnel accompany that authority.

6. The CNMV may refuse to grant a request for cooperation in an on-the-spot investigation or verification in accordance with paragraph 5, or to exchange information in accordance with paragraph 1 only if:

(a) such investigation, on-the-spot verification or exchange of information may undermine sovereignty, security or public order;

(b) a judicial proceeding has been initiated for the same facts and against the same persons in Spain;

(c) a firm judicial decision has already been issued with respect to the same persons and the same facts in Spain.

The CNMV shall notify the requesting competent authority of the refusal. The notification shall give reasons for the decision taken.

7. If the request for cooperation in an investigation or verification on the spot pursuant to paragraph 4, or that the staff of the CNMV accompany the competent authority of the other Member State in these proceedings, or the one addressed to exchange information, is rejected by the competent authorities of the other Member State, or is not given course within a reasonable time from the referral of the request by the CNMV to the other competent authority, the CNMV may put it in knowledge of the European Securities and Markets Authority, in accordance with Article 19 of the Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision 716 /2009/EC and repealing Decision 2009 /77/EC of the European Parliament and of the Council Commission. "

Sixty-five. An article 71-c is added with the following literal wording:

" Article 71 quater. Disclosure of information.

When the CNMV communicates information related to the matters covered by this Law or other rules transposing Directive 2009 /65/EC, the competent authorities of other Member States of the European Union shall indicate whether the information can only be disclosed with your express consent.

When the CNMV receives information from the competent authorities of other Member States and those authorities have indicated that the information can only be disclosed with their express consent, the CNMV shall use that information. information exclusively for the purposes of which that authority has authorised it. '

Sixty-six. An article 71 quinquies is added with the following literal wording:

" Article 71 quinquies. Exchange of information and professional secrecy.

The application of Articles 90 and 91.bis.4 of Law 24/1988 shall not prevent the exchange of information between the CNMV or another competent authority of another Member State and:

(a) The Bank of Spain, the Directorate-General for Insurance and Pension Funds or another entity carrying out similar functions in another Member State.

(b) The insolvency administration, in accordance with the provisions of Law 22/2003, or another entity performing homologous functions in another Member State.

(c) Auditors of the accounts of insurance undertakings, credit institutions, investment firms and other financial institutions, in accordance with the provisions of Law 19/1988, or other entity performing homologous functions in another Member State.

(d) The European Securities and Markets Authority, the European Banking Authority, the European Insurance and Occupational Pensions Authority or the European Systemic Risk Board.

In particular the provisions of Articles 90 and 91.bis.4 of Law 24/1988 shall not prevent the authorities referred to in the preceding paragraph from the performance of their supervisory tasks, nor shall they prevent the transmission to the management company of the Fund. Investment Guarantee, as provided for in Royal Decree 948/2001 of 3 August 2001 on investor compensation schemes, or other entity carrying out similar functions in another Member State, of the information required for the implementation of the of their functions.

The information exchanged under the preceding paragraph shall be subject to the professional secrecy referred to in Article 90 of Law 24/1988. "

Sixty-seven. A paragraph 5 is added to Article 72:

" 5. Where the IIC carries out cross-border marketing activities in another Member State pursuant to Article 16, or is managed by a management company with registered office in a Member State of the European Union other than Spain, The CNMV shall communicate the decisions ending the procedure in the cases referred to in paragraph 1 to the competent authorities of those Member States. '

Sixty-eight. Article 80 is worded as follows:

" Article 80. Very serious infringements.

Constitute very serious infringements of the natural and legal persons referred to in Article 69 of this Act the following acts or omissions:

a. The omission or falsehood in the accounting and in the information to be provided or published in accordance with this Law and standards of development, as well as any non-compliance with the reporting obligations of the periodic information when it exists an interest in gross concealment or negligence on the basis of the relevance of the unrealised communication and the delay in which it was incurred.

Similarly, the supply to the National Securities Market Commission of regulated financial information with inaccurate or non-truthful data, or misleading information or that omits aspects or data, constitutes a very serious infringement. when in these assumptions 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.

It is also a very serious infringement of the lack of referral or referral with inaccurate, non-truthful or misleading information to the National Securities Market Commission of how much data or documents are to be sent or required in the exercise of their functions where the assessment of the solvency of the institution or, where appropriate, the assets situation of the IICs is made difficult.

b. Investment in any assets other than those legally authorised or permitted by the prospectus, the document with the key investor information, the statutes or the IIC regulation, provided that the object of the IIC is not the IIC, seriously prejudice the interests of the shareholders or members, or is a repeated non-compliance.

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 infringement of the channels to be determined in the rules for the development of this Law or in the prospectus, the statutes or the IIC's regulations.

e. Failure to comply with the limits on investment or minimum investment ratios, or the conditions set out in the prospectus, the document with the key investor data, the statutes or the IIC regulation, provided that this distorts the object of the IIC or seriously harms the interests of shareholders, members and third parties, or is a repeated non-compliance.

f. The purchase and sale of the shares in the variable capital companies and the issuance, redemption or transfer of shares or units with non-compliance with the limits and conditions imposed by this Law, its complementary provisions and the statutes and regulations governing the management of the institutions, where this would seriously prejudice the interests of the shareholders, members or a repeated non-compliance.

g. Failure to comply with the activity reserve provided for in Articles 14 and 40 of this Law, the performance by management companies or by any natural or legal person of activities for which they are not authorized, as well as non-compliance by a management company or by its agents of the rules established under Article 40.3 of this Law.

h. The resistance or refusal to the inspection provided for in Article 70.

i. The carrying out of investment transactions with non-compliance with the principles set out in Article 23 or in contravention of the conditions set out in the prospectus, the document with the data essential for the investor, the statutes or the IIC regulation.

j. The performance without authorisation of the operations referred to in Articles 25, 26 and 27, or with non-compliance with the requirements laid down.

k. Failure to comply with the time limits for investments to be determined in accordance with the provisions of 36.3 of this Law or in the prospectus, the document containing the fundamental data for the investor, the statutes or the regulation of the IIC.

l. Failure by the management companies to act within the framework of this Law, of the obligations in terms of valuation of buildings that are established in the development of the precept in article 36 of this Law.

m. The marketing of IIC shares or units not registered in the corresponding National Securities Market Commission record.

n. Failure by management companies to comply with the functions and obligations referred to in Article 46, provided that they entail serious injury to the unit-holders or shareholders of an IIC.

n. The non-compliance by the depositaries of the duties and obligations referred to in Articles 60 and 62 of this Law, provided that they entail serious injury to the members or shareholders of an IIC.

or. The lack of procedures referred to in Article 43.1 (j) of this Law or the filing by investment companies or management companies of deficiencies in the administrative and accounting organisation or in the procedures of internal control, including those relating to risk management where such deficiencies endanger the solvency or viability of the institution, or where the interests of members or shareholders are seriously damaged or put at risk.

p. The maintenance by management companies over a period of six months of own resources lower than those required by the regulations.

q. The absence of a customer service department in the terms provided for in Article 48.

r. The performance of transactions linked to non-compliance with the requirements laid down in Article 67.3, 67.4 and 67.5 of this Law and in the implementing rules, where they are enforceable, provided that they seriously undermine the interests of the shareholders or shareholders or whether it is a repeated conduct.

s. Failure to comply with the rules of separation of the depositary and the company in charge of the management of IIC, as laid down in Article 68 of this Law and in the implementing rules, provided that the interests of the members are seriously impaired or shareholders or is a repeated conduct.

t. The commission of serious infringements when, during the five years preceding its commission, had been imposed on the infringer's firm sanction for the same type of infringement.

u. The performance of actions or operations prohibited by regulatory standards of the IIC regime or with non-compliance with the requirements laid down therein, unless it is of a purely occasional or isolated nature.

v. Non-compliance with the provisions of Article 28a of this Law and its implementing rules when it seriously harms the interests of the members or shareholders or is a repeated conduct.

w. Obtaining the authorization by virtue of false statements, omissions or other irregular means, or failure to comply with the conditions laid down for obtaining the authorization where in the latter case serious injury is caused to the interests of members or shareholders or whether it is a repeated conduct.

x. The delegation of the functions of the management companies with non-compliance with the conditions imposed by this Law and other implementing rules when the interests of members or shareholders are seriously impaired or is a conduct or when the internal control or supervisory capacity of the National Securities Market Commission is diminished.

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

z. Failure to comply with commitments made by management companies or investment companies to remedy the deficiencies identified in the area of supervision and inspection, where this would seriously prejudice the interests of the unit-holders or shareholders or whether it is a repeated conduct.

z bis. The excess in the limits of obligations vis-à-vis third parties which are regulated or in the prospectus, the statutes or the IIC regulation where this would seriously prejudice the interests of the shareholders or members.

z ter. The valuation of the assets owned by the IICs in accordance with the provisions of the rules, where this would seriously prejudice the interests of the unit-holders or shareholders, is a repeated conduct or has a substantial impact on the value of the assets. The liquidative of the IIC.

z quater. The acquisition of a significant share of control in breach of the provisions of Article 45 of this Law, as well as the fact that the holder of a significant participation incurs the alleged fact referred to in Article 45.10 of this Law and in the rules that develop it.

z quinquies. The non-compliance by the SGIIC of the obligations imposed by Article 54.5.b, provided that they entail serious injury to investors or shareholders.

z sexies. Non-compliance by IICs authorised in another EU Member State of the obligations arising from Article 15, provided that they entail serious injury to investors or shareholders.

z septies. Failure to comply with the provisions of Article 17 (3), provided that it leads to serious injury to investors. '

Sixty-nine. Article 81 is worded as follows:

" Article 81. Serious infringements.

These are serious violations:

a. Failure to comply with the obligation to make available to the partners, members and the public of the information to be surrendered in accordance with Article 18 of this Law and its implementing rules, where it is not to be qualified as very serious infringement.

b. The keeping of the accounts according to criteria other than those established legally, when this distorts the patrimonial image of the entity or the IIC concerned, as well as the non-compliance with 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 limits on investment or minimum investment ratios, where this is not to be qualified as a very serious infringement.

d. The excess of investment over the limits to be established in accordance with Article 30 and on those which are established pursuant to Articles 35 and 36, where the infringement is not to be classified as minor.

e. The excess in the limitations of obligations vis-à-vis third parties to be regulated or in the prospectus, the statutes or the IIC regulation, where it is not to be qualified as a very serious infringement.

f. The charge of commissions for services that have not been effectively provided to the institution, the collection of the commissions not provided for or with non-compliance with the limits and conditions imposed in article 8 of this Law, in its rules of development, statutes or regulations of the institutions.

g. Failure by the management companies to comply with the functions and obligations referred to in Article 46 shall not be qualified as a very serious breach.

h. Failure by the depositary to fulfil the duties and obligations referred to in Articles 60 and 62 of this Law, where it is not to be qualified as a very serious breach.

i. The cessation or reduction of significant participation in breach of the provisions of Article 45.8.

i bis. The acquisition of a participation as described in article 45.1 of this Law and its implementing rules, without having communicated it to the National Securities Market Commission as well as the increase or reduction of a significant participation in breach of the provisions of Article 45.3 and 45.8 of this Law and its implementing rules and the lack of periodic communication of the shareholding structure.

i ter. The acquisition of a stake as described in Article 45.2 of this Act.

j. The non-observance of the provisions of Article 11.2.c), third indent, of this Law.

k. The commission of minor infractions when during the two years prior to its commission it would have been imposed on the infringer sanction firm for the same type of infraction.

l. The performance of actions or operations prohibited by regulatory standards of the IIC regime or with non-compliance with the requirements set out therein, where it is purely occasional or isolated.

m. The presentation by investment companies or management companies 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 remedy for the purpose of the remedy by the competent authorities, provided that this does not constitute a very serious infringement.

n. The delegation of the functions of the management company with non-compliance with the conditions imposed by this Law and standards of development, when it should not be qualified as very serious.

n. Failure to comply with the reporting obligations to the National Securities Market Commission and the conditions for returning to compliance as laid down in the implementing rules to be issued pursuant to Article 43.1.e) of this Law, where a management company presents a level of own resources lower than the minimum required.

or. The performance of operations linked to non-compliance with the requirements set out in Article 67.3, 67.4 and 67.5 of this Law and in the implementing rules, where they are enforceable and should not be qualified as a very serious infringement.

p. Failure to comply with the rules of separation of the depositary and the managing company or investment company, as laid down in Article 68 of this Law and in implementing rules, where it is not to be classified as very serious.

q. The conduct of advertising with non-compliance with the provisions of this Law and its implementing rules.

r. Failure to comply with the conditions submitted for obtaining the authorisation, where it is not to be qualified as a very serious infringement.

s. The incorrect operation of the customer service department.

t. Investment in any assets other than those authorised by the applicable rules or those permitted by the prospectus, the document with the key investor data, the statutes, or the IIC regulation, where it is not required qualify as a very serious infringement.

u. The sale of the shares in the variable capital companies and the issuance, redemption or transfer of shares or units with non-compliance with the limits and conditions imposed by this Law and its implementing rules and the statutes and regulations governing the management of the institutions, where it is not to be qualified as a very serious infringement.

v. Valuation of IIC-owned assets in the form of regulations, when it is not to be qualified as a very serious infringement.

w. The effective administration or management of the legal persons referred to in Article 69 of this Law by persons who do not exercise their right in such a charge.

x. The performance, on an occasional or isolated basis, by the management companies or investment companies of activities for which they are not authorised.

y. The misuse of the names referred to in Articles 14 and 40.7 of this Law and standards of development.

z. Failure to comply with commitments made by management companies or investment companies to remedy the deficiencies identified in the area of supervision and inspection, where this is not to be qualified as a very serious infringement.

z bis. Failure to comply with Article 28a of this Law and its implementing rules, where it is not to be qualified as a very serious infringement.

z ter. Non-compliance by the SGIIC with the obligations imposed by Article 54.5.b, where it is not to be qualified as a very serious non-compliance.

z quater. Failure by IICs authorised in another Member State to comply with the obligations arising out of Article 15, where this is not to be qualified as a very serious breach.

z quinquies. Failure to comply with the provisions of Article 17.3, where it is not to be qualified as a very serious infringement. "

Seventy. A new Article 86a is inserted with the following literal wording:

" Article 86 bis. Communication of the imposition of sanctions on other competent authorities.

Where the IIC carries out cross-border marketing activities in another Member State of the European Union pursuant to Article 16, or is managed by a management company with registered office in a Member State of the European Union other than Spain, the CNMV shall communicate the imposition of the penalties provided for in Articles 85 and 86 to the competent authorities of those Member States. '

Seventy-one. Article 89 (2) is worded as follows:

" 2. Notwithstanding the above, they shall be held responsible for the very serious or serious infringements committed by the IICs, the management companies or the depositaries, who hold administrative or managerial positions in them, except in the following cases:

(a) Where those who are part of the collective management bodies have not been assisted by reason of the corresponding meetings or have voted against or have saved their vote in relation to the decisions or agreements that would have resulted in the infringements.

(b) Where such offences are solely attributable to executive commissions, delegated directors, general managers or similar bodies, or other persons with functions in the entity. "

Additional provision first. Amendment of paragraph 2 of the Additional Disposition of 30th of the Royal Decree of Law 1/1994 of 20 June, approving the recast text of the General Law of the Social Security.

With effect from January 1, 2012, paragraph two of the 30th Additional Disposition of Royal Legislative Decree 1/1994, of 20 June, approving the recast text of the General Law of Social Security will be worded as follows:

" 2. Employers, excluding Public Administration and public sector entities, bodies and enterprises, engaged in activities in the sectors of Agriculture, Fisheries and Aquaculture; Industry, except Energy and Water; Trade; Tourism; Hotels and other services, except Air Transport, Construction of Buildings, Financial and Insurance Activities and Real Estate Activities, in the cities of Ceuta and Melilla, in respect of workers who provide services in their workplaces located in the territory of those cities, shall be entitled to a 50 percent bonus in their contributions to Social Security contributions for common contingencies, as well as for the concepts of joint unemployment collection, vocational training and salary guarantee fund.

In addition, the workers employed in the Special Regime of Workers for Account Own or Self-employed persons engaged in activities covered by the sectors described in the preceding paragraph, who reside and exercise their activity in Cities of Ceuta and Melilla, will be entitled to a 50 percent bonus in their contributions to Social Security contributions for common contingencies.

The implementation and effective application of the bonuses provided for in the preceding paragraphs will be progressively during the first three annuities of the rule. Being the first year of 43 per cent, the second of 46 per cent and the third and successive 50 per cent. '

Additional provision second. Effects of the suspension court resolutions on the processing of certain projects.

In the projects financed by the State Investment Fund and the State Fund for Employment and Local Sustainability, in whose processing a judicial order or administrative decision has been issued suspension of the execution of the works, the Directorate-General for Local Cooperation may agree on an exceptional basis, the interruption of the execution period during the period in which the abovementioned precautionary measure is maintained.

Additional provision third. Amendment of Law 26/2009, of December 23, of General State Budgets for the year 2010.

Paragraph two of the Additional Disposition is amended from Law 26/2009 of 23 December of 23 December of the General Budget of the State for the year 2010, concerning the Tax Benefits applicable to the event of Salida from the Vuelta al Mundo a Vela, Alicante 2011, which is worded as follows:

" Two. The duration of this support programme shall be from 1 January 2010 until 31 December 2014. "

Repeal Disposition. Regulatory Repeal.

As of the entry into force of this law, the fifth transitional provision of Law 35/2003 of 4 November, of the Collective Investment Institutions, as well as the provisions of equal or lesser rank, is hereby repealed. object to what is established in this law.

Final Disposition first. The marketing procedure for investment funds regulated by Law 35/2003 of November 4, of collective investment institutions, through global accounts.

The marketing of investment funds referred to in Article 40.3 of Law 35/2003 of 4 November shall meet the following requirements:

(a) The trading entity shall communicate, on the basis of the frequency with which the fund stores the subscription and the repayment of its shares, to the corresponding management company each of the subscription operations and reimbursement, identifying each of the members channeled through the marketer by means of the tax identification number corresponding to each of them.

(b) For each of the reimbursements, the managing company shall calculate the outcome of the transaction for the purposes of the relevant tax purposes, and shall, where appropriate, carry out the relevant withholding tax as well as the difference between the total amount of subscriptions received and the total amount of reimbursements, net of their corresponding deductions, ordering the marketer, if the difference is positive, the credit in the Fund account, or by ordering the depositary, if the difference is negative, the credit on the marketer's account.

(c) In contracts concluded between the management company and the marketing company, the obligation for the latter to provide the managing body with at least the tax identification number of each participant shall be established. (a) to be channelled through such a marketer, for the purposes of compliance with the material and formal obligations of a tax character corresponding to the managing body. The above obligation shall be considered for the trading entity of formal tax obligation in accordance with the provisions of Articles 29.1 and 35.3 of Law 58/2003 of 17 December, General Tax. Also, in such contracts the obligation of the trading entity to send or make available to the members channeled through it the information documents which, as laid down in the regulations, must be established (a) the regulatory authority of the collective investment institutions shall have the right to receive, for which the management company shall provide the trading entity with such information, as well as any other information, including tax information, which is relevant in accordance with the applicable rules at any time.

d) In these contracts, it must be established that the market is the one that sends to the CNMV all the information, in relation to the members of the IIC channeled through that, which, according to the current regulations, must refer the management company to that authority, provided that the management company does not have such information.

Final Disposition Second. Compliance with tax obligations in the case of the marketing of IICs authorised in another EU Member State in accordance with Directive 2009 /65/EC.

IICs authorised in another EU Member State pursuant to Directive 2009 /65/EC, as referred to in Article 15.1 of Law 35/2003 of 4 November, shall allow their members or shareholders to comply with their obligations. tax obligations in the same terms as they result from the placing on the market of IICs authorised in Spain as regulated in Article 40.3 and in its implementing rules.

For this purpose, it may be established that when an IIC is to be marketed in Spain through more than one marketer, an entity in charge of the centralised registration of the unit-holders or shareholders may be appointed channelled through marketers in Spain.

In the cases provided for in the preceding paragraph, the trading entity through which the subscription, acquisition and redemption or transmission of the shares/units are carried out shall communicate, prior to its completion, such operations to the institution in charge of the centralised register, which shall determine the outcome of each transaction and shall in turn communicate it to the relevant trading entity. The designated entity, where applicable, for the holding of the centralised register of members or shareholders shall be required to comply with the following tax obligations:

1. Practice retention or entry into account and enter the amount in the Treasury as a result of transmissions or repayments of shares or shares representing the capital or equity of investment institutions collective in the terms provided for in the regulations of the Taxes on the Income of the Physical Persons, on Societies and on the Income of Non-Residents.

2. Inform the tax administration in relation to transactions that have as their object shares or units of collective investment institutions in accordance with the provisions of the regulatory provisions of the Taxes on the Income of the Physical Persons, on Societies and on the Income of Non-Residents.

Final Disposition Third. European Union Law Incorporation.

This law incorporates into Spanish law 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 certain investment undertakings and Article 11 of Directive 2010 /78/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 98 /26/EC, 2002 /87/EC, 2003 /6/EC, 2003 /41/EC, 2003 /71/EC, 2004 /39/EC, 2004 /109/EC, 2005 /60/EC, 2006 /48/EC, 2006 /49/EC and 2009 /65/EC in relation to the powers of the European Supervisory Authority (European Banking Authority), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority (European Securities and Markets Authority).

Final Disposition Fourth. Statement of events of exceptional public interest in Barcelona.

1. The General Budget Law of the State for the year 2012 will provide for the declaration, as an event of exceptional public interest, and in accordance with the provisions of Law 49/2002, of 23 December, of Tax Regime of the Entities without Lucrative and Incentives Tax Incentives for the "Mobile World Capital" celebration in Barcelona on mobile communication.

2. The General Budget Law of the State for the year 2012 will provide for the declaration, as an event of exceptional public interest, and in accordance with the provisions of Law 49/2002, of 23 December, of Tax Regime of the Entities without Lucrative and Incentives Tax Incentives for the celebration in Barcelona of the "3rd Edition of the Barcelona World Race".

Final disposition fifth. Statement of events of exceptional public interest from Vitoria-Gasteiz.

The State Budget Law for the year 2012 will provide for the declaration, as an event of exceptional public interest, and in accordance with the provisions of Law 49/2002 of 23 December of the Fiscal Regime of Non-profit-making Entities and Tax Incentives to Patronage, of the celebration of "Vitoria-Gasteiz European Green Capital 2012".

Final disposition sixth. Modification of the recast text of the Law on Corporate Tax, approved by the Royal Decree-Law 4/2004 of 5 March.

For the purposes of the tax periods which have been completed as of 21 December 2007, Article 12 (5) of the recast of the Companies Tax Act, approved by the Royal Decree, is amended. Legislative 4/2004 of 5 March, which is worded as follows:

" 5. Where securities are acquired representative of the participation in own funds of non-resident entities in Spanish territory, the income of which is eligible for the exemption provided for in Article 21 of this Law, the amount of the difference between the the acquisition price of the participation and the equity of the entity involved at the date of acquisition, in proportion to that participation, shall be attributed to the assets and rights of the non-resident entity in Spanish territory, applying the a method of global integration laid down in Article 46 of the Trade Code and other rules of (a) development, and the part of the difference which would not have been imputed shall be deductible from the tax base, with the maximum annual ceiling of the amount of the amount, except that it was included on the basis of the deduction of Article 37 of the Law, without prejudice to the provisions of the accounting rules of application.

The deduction of this difference shall be compatible, where applicable, with the impairment losses referred to in paragraph 3 of this Article.

The deduction provided for in this paragraph shall not apply to acquisitions of securities representing the participation in own funds of non-resident entities in Spanish territory, made from 21% of the Article 1 of the Decision of the European Commission of 28 October 2009 and Article 1 (3) of the Commission Decision of 12 January 2011 concerning the Commission Decision of 12 January 2011 on the application of Article 1 (3) of the Treaty on European Union, tax amortisation of the financial goodwill for the acquisition of foreign holdings, subject C-45/2007, in respect of acquisitions related to an irrevocable obligation agreed before 21 December 2007. However, in the case of acquisitions of securities conferring the majority of the participation in the own funds of entities resident in another non-member State of the European Union, carried out between 21 December 2007 and 21 May 2011, the deduction provided for in this paragraph may be applied where the existence of explicit legal obstacles to cross-border business combinations is demonstrated in the terms set out in Article 1 (4) and (5) of the Treaty. This Decision of the Commission of 12 January 2011. '

Final Disposition seventh. Enabling regulations.

The Government is empowered to dictate how many provisions are necessary for the development, implementation and enforcement of the provisions of this Law.

Final Disposition octave. Entry into effect.

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, 4 October 2011.

JOHN CARLOS R.

The President of the Government,

JOSE LUIS RODRIGUEZ ZAPATERO