Proposal for a Directive of the European Parliament and of the Council on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) {SEC(2008) 2263} {SEC(2008) 2264}
Date: 2008-07-16
Institutions: European Commission
Subjects: approximation of laws, company structure, free movement of capital, investment company, securities

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COMMISSION OF THE EUROPEAN COMMUNITIES 

Brussels, 16.7.2008 
COM(2008) 458 final 

2008/0153 (COD) 

Proposal for a 

DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL 

on the coordination of laws, regulations and administrative provisions relating to 
undertakings for collective investment in transferable securities (UCITS) 

(presented by the Commission) 

{SEC(2008) 2263} 
{SEC(2008) 2264} 

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EXPLANATORY MEMORANDUM 

1. 

GENERAL COMMENTS 

The  UCITS  Directive1  adopted  in  1985  aimed  to  offer  greater  business  and  investment 
opportunities  for  both  industry  and  investors  by  integrating  the  EU  market  for  investments 
funds. The Directive has been key to the development of European investment funds. In June 
2007, UCITS assets under management amounted to € 6tr. UCITS represent about 75% of the 
EU investment fund market. Strong in-built investor protection safeguards have also achieved 
UCITS broad recognition beyond EU borders. 

Despite  this  positive  evolution,  it  became  evident  over  the  years  that  the  Directive  was 
excessively  constraining  and  prevented  fund  managers  from  fully  exploiting 
their 
development possibilities. Amendments in 2001 enlarged the investment powers available to 
UCITS but did not tackle bottlenecks to industry efficiency.  Important missed opportunities 
have been identified. Estimated potential annual savings amount to several billion euros. 

In 2005, the Commission Green Paper on investment funds2 launched a public debate on the 
need for EU level action (and its scope). One year later, the White Paper on investment funds3 
announced, among other measures, a set of targeted modifications to the UCITS Directive. 

This proposal has two objectives. One is to codify the successive changes introduced to the 
UCITS Directive since 1985. The other is to translate the measures announced in the White 
Paper into concrete legislative provisions. 

2. 

CONSULTATION OF THE STAKEHOLDERS AND INTERESTED PARTIES 

2.1. 

Consultation of the stakeholders and interested parties 

Throughout  the  whole  process  of  revision  of  the  UCITS  framework  Commission  Services 
have maintained a regular dialogue with stakeholders. The objective was to gather the views 
from different sides of the fund market (investors, industry and public authorities) in order to 
design solutions that would effectively address the concerns and expectations of all interested 
parties. 

That  dialogue  took  place  through  a  variety  of  channels  including  two  expert  groups,  three 
open  hearings,  two  workshops  on  the  simplified  prospectus  and  four  public  consultations 
(described in the table below). 

Year 

Consultation on 

Content 

Time 
limits 

Responses 
feedback 

2004 

Asset Management 
expert group report 

Recommended list of 
actions in the area of 

06/05 – 
10/09 

Published in 
Nov. 2004 

1 

2 
3 

Council  Directive  85/611/EEC  of  20  December  1985  on  the  coordination  of  laws,  regulations  and 
administrative  provisions  relating  to  undertakings  for  collective  investment  in  transferable  securities 
(OJ L 375, 31.12.1985, p. 3, as amended) (see footnote 5). 
Green Paper on enhancing the European framework for investment funds - COM(2005) 314. 
White Paper on enhancing the Single Market framework for investment funds - COM(2006) 686. 

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investment funds 

Analysis of the UCITS 
framework and 
questionnaire on 
possible solutions 

Recommendations on 
the main features of 
five proposed 
efficiency measures 

Possible drafting of the 
UCITS Directive new 
legal provisions 

12/07 – 
15/11 

Published on 
13/02/06 

04/07 – 
20/09 

Published on 
16/11/06 

22/03 – 
15/06 

Published on 
07/09/07 

2005 

Green Paper 

2006 

Market Efficiency 
expert group report 

2007 

Exposure draft 

2.2. 

Impact assessment 

In  2004,  the  Expert  Group  on  Asset  Management  identified  a  clear  need  to  improve  the 
efficiency  of  the  European  market  for  investment  funds.  Subsequent  work  has  therefore 
concentrated  on  singling  out  the  areas  in  which  EU  level  action  was  required  and  on 
determining  the  scope  of  that  action.  Extensive  consultation  with  all  stakeholders  has 
substantially contributed to the prioritisation and design of the possible solutions. 

These solutions have been analysed at two stages. A first impact assessment was carried out 
in 2006 ahead of the White Paper on investment funds. That first impact assessment identified 
the  areas  requiring  changes  to  the  UCITS  Directive.  A  second  impact  assessment  has  been 
developed in preparation of the draft legislative proposal. 

The impact assessment analyses two types of legislative changes: those aiming to enhance the 
working  of  existing  provisions  (namely  in  relation  to  the  notification  procedure,  the 
management company passport and the simplified prospectus); and those aiming to introduce 
new single market freedoms (by creating a facilitating framework for fund mergers and asset 
pooling).  The  guiding  principles  of  this  analysis  have  been  market  efficiency  and  investor 
protection. Particular attention has been given to the need to reduce administrative burdens.  

2.2.1.  The Management Company Passport 

The  Commission  recognises  the  value  a  Management  Company  Passport  could  provide  in 
terms of efficiency and greater  flexibility to conduct its business  for  the European  industry. 
However, the impact assessment work has highlighted certain difficulties in giving effect to 
the  Management  Company  Passport  (possibility  for  a  fund  manager  to  manage/administer  a 
fund  domiciled  in  another  Member  State).  Intensive  preparatory  work  by  Commission 
services on this point has revealed so far that: 

–  Risks: It is necessary to distinguish the business functions and related rules which should 
belong  in  the  Member  State  of  the  manager  and  that  of  the  fund.  Failure  to  do  so  risks 
creating regulatory conflict, overlap or supervisory gaps which could threaten the interests 
of funds investors; 

–  Enforcement:  Problems  in  allocating  responsibilities  between  different  supervisors  could 
hamper  the  effective  enforcement  of  rules,  in  particular  in  the  case  of  cross-border 

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management of contractual funds – which account for the majority of funds and the only 
fund type in many Member States; 

–  Cost:  Multiple  reporting  lines  and  accountability  to  different  supervisors/actors  risk 
generating high compliance costs which could outweigh the expected capital savings from 
the passport. 

It  is  therefore  necessary  to  seek  advice  from  CESR  on  how  best  to  address  the  supervisory 
and  risk  management  issues.  CESR  will  be  invited  to  provide  advice  that  will  help  the 
Commission  to  develop  provisions  permitting  the  introduction  of  a  management  company 
passport  under  conditions  that  are  consistent  with  high  level  of  investor  protection.  In  that 
regard CESR will be invited to advise the Commission by 1 November 2008 on the structure 
and principles which could guide potential future amendments to the UCITS directive which 
may  be  needed  to  give  effect  to  the  UCITS  management  company  passport.  Following  that 
advice the Commission will come forward with an appropriate proposal in time to allow for 
its adoption during the current legislature. 

2.2.2.  Expected benefits 

The economic savings to be expected from the proposed measures take the form of both static 
costs savings for industry and investors and dynamic benefits linked to increased competition 
and  productivity  gains.  Direct  annual  benefits  amount  to  several  euro  billion.  Greater 
flexibility to organise and conduct the fund business and simplified procedures should create 
new  business  opportunities  and,  increase  the  fund  industry's  competitiveness.  A  more 
integrated investment fund market will also offer the European investor an enlarged choice of 
better  performing  funds.  Over  the  long  run,  these  positive  effects  will  contribute  to  the 
enhanced economic efficiency and competitiveness and thus give effect to the Lisbon strategy 
goals in this important sector. 

3. 

ADDITIONAL INFORMATION 

3.1. 

Simplification 

The proposal forms part of the Commission's simplification rolling programme. It delivers on 
the  commitment  made  by  the  Commission  to  codify  the  acquis  in  the  area  of  financial 
services4.  Concretely,  the  proposed  amendments  have  two  objectives:  a)  the  introduction  of 
new  freedoms  in  order  to  improve  the  efficiency  and  integration  of  the  UCITS  Internal 
Market  and  b)  to  streamline  the  working  of  current  provisions  regarding  the  cross-border 
marketing of UCITS and disclosure obligations. 

The  harmonisation  of  the  merger  procedure  sought  by  the  new  provisions  will  considerably 
reduce the administrative burden actually borne by fund promoters wishing to merger funds 
across borders. It will remove the need to comply with different sets of national requirements 
and thus lead to a considerable reduction of the delays and costs associated with the merger 
process.  Both  fund  industry  (directly)  and  investors  (indirectly)  should  benefit  from  this 
harmonised  procedure.  In  addition,  recommendations  in  relation  to  both  fund  mergers  and 

4 

Commission  working  document:  First  progress  report  on  the  strategy  for  the  simplification  of  the 
regulatory environment - COM(2006) 690. 

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asset  pooling  aim  at  rationalising  to  a  maximum  the  proposed  framework  by  clearly 
identifying the respective responsibilities of industry and competent authorities. 

As  regards,  to  amendments  to  existing  provisions  the  table  below  provides  a  summarised 
overview of the main simplification effects. 

Issue 

Existing obligations 

Simplification measures 

to 

notify 

UCITS  wishing 
to  be 
marketed  in  another  MS 
this 
need 
intention 
that  MS' 
to 
competent authorities. This 
includes  the  submission  of 
a  number  of  documents. 
The  competent  authorities 
of  the  host  MS  have  2 
the 
months 
marketing  into  its  territory 
of the foreign UCITS. 

to  approve 

Notification 
procedure 

•  Notification 

file: 

content harmonised  

•  Host  MS:  no  power  to 
ask 
additional 
documents  or  request 
changes  

for 

•  Reduction  of  delays 

(marketing 
immediately 
notification) 

after 

•  Simpler 

translation 

requirements 

•  Electronic 

transmission 

Anticipated 
benefits and 
beneficiaries 

Industry: 
business 
opportunities; 
costs 

more 

less 

Investors: 
choice, less costs 

more 

Single  Market:  more 
integration 
and 
competition 

Obligation  to  provide  a 
prospectus 
simplified 
explaining  the  investment 
characteristics 
the 
investor  prior  to  his/her 
subscription into the fund. 

to 

•  Content 

harmonised 
(only change admitted: 
translation) 

Industry: less costs 

•  Short 

and 

simple 

document 

Investors: 
more 
protection, less costs 

Simplified 
prospectus 

•  Liability clarified 

•  Possibility  of  using 
electronic delivery 

Single  Market:  more 
integration 
and 
competition 

3.2. 

Recast and repeal of existing legislation 

The proposal takes the form of a recast version of  the 1985  Directive and of its subsequent 
amendments5.  It  follows  the  ‘re-casting  technique’  (Inter-institutional  Agreement  2002/C 

5 

Directive  85/611/EEC  was  amended  by  the  following  acts:  Directive  95/26/EC  of  the  European 
Parliament and of the Council of 29 June 1995 (OJ L 168, 18.7.1995, p. 7), Directive 2000/64/EC of the 

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77/01)  which  enables  substantive  amendments  to  existing  legislation  while  codifying  other 
provisions which remain untouched in their substance. Articles or parts of articles which have 
become  obsolete  have  been  deleted.  All  changes  are  clearly  marked  in  the  text.  New  and 
substantial amendments to the UCITS legislative framework are clearly identified as such. 

The  numerous  amendments  to  1985  UCITS  Directive  have  considerably  increased  the 
complexity of the UCITS legislative framework. The current 'acquis' is made of 9 directives 
amounting to around 100 pages in the Official Journal. 

While  facilitating  the  exercise  of  their  Internal  Market  freedoms  by  the  UCITS,  this  acquis 
imposes several important obligations on them in particular regarding investor disclosure and 
the  type  of  investments  in  which  the  UCITS  can  engage.  The  UCITS  acquis  also  imposes 
significant obligations on the Member States competent authorities, in particular in terms of 
authorization  procedures and  on-going supervision of the UCITS.  It is therefore crucial that 
the legislative framework remains up-to-date and easily accessible and understandable by the 
stakeholders. A recast UCITS Directive will constitute an essential progress in this respect. 

4. 

LEGAL BASIS 

The  proposal  is  based  on  Article  47(2)  of  the  Treaty,  which  is  the  legal  basis  to  adopt 
Community measures aimed at achieving an Internal Market in financial services. The chosen 
instrument  is  a  Directive  as  this  is  the  most  appropriate  legal  instrument  to  achieve  the 
objectives  while  keeping  a  certain  margin  of  manoeuvre  for  Member  States.  The  proposed 
new  provisions  do  not  go  beyond  what  it  is  necessary  and  proportionate  to  achieve  the 
objectives pursued. 

The  Directive  confers  extended  implementing  powers  on  the  Commission  in  line  with  the 
Lamfalussy approach which has been extended to the UCITS Directive by Directive 2005/16. 
The scope of these implementing powers is defined in each relevant article. They will be used 
to  further  define  the  principles  set  out  in  this  Directive  as  to  enhance  harmonisation  and 
supervisory convergence. 

In exercising these implementing powers, the Commission will be assisted by the European 
Securities Committee. The measures to be adopted by the Commission will be subject to the 
regulatory  procedure  and  to  the  regulatory  procedure  with  scrutiny  laid  down  in  Articles  5, 
5(a)(1)  to  (4),  and  7  of  Decision  1999/468/EC.  They  will  be  developed  on  the  basis  of 

European Parliament and of the Council of 7 November 2000 (OJ L 290, 17.11.2000, p. 27), Directive 
2001/107/EC of the European Parliament and of the Council of 21 January 2002 (OJ L 41, 13.2.2002, p. 
20), Directive 2001/108/EC of the European Parliament and of the Council of 21 January 2002 (OJ L 
41, 13.2.2002, p. 35); Directive 2004/39/EC of the European Parliament and of the Council of 9 March 
2005 (OJ L 145, 30.4.2004, p. 1), Directive 2005/1/EC of the European Parliament and of the Council 
of 9 March 2005 amending Council Directives 73/239/EEC, 85/611/EEC, 91/675/EEC, 92/49/EEC and 
93/6/EEC and Directives 94/19/EC, 98/78/EC, 2000/12/EC, 2001/34/EC, 2002/83/EC and 2002/87/EC 
in  order  to  establish  a  new  organisational  structure  for  financial  services  committees  (OJ  L  79, 
24.3.2005,  p  9)  and  Directive  2008/18/EC  of  the  European  Parliament  and  of  the  Council  amending 
Directive  85/611/EC  as  regards  implementing  powers  conferred  upon  the  Commission  (OJ  L  76, 
19.3.2008, p. 42). 
See footnote 5. 

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mandates  given  by  the  Commission  to  the  Committee  of  European  Securities  Regulators 
(CESR)7. 

5. 

COMMENTS ON THE ARTICLES 

The following comments detail the substantial changes introduced by the recast of the UCITS 
Directive. The following Articles remain substantially  unchanged: 1(1),1(2), 1(3)(a), 1(4) to 
1(7), 2(1)(a) to (d), 2(1)(g) to (m), 2(1)(o), 2(1)(p), 2(2) to (7), 3, 5(1), 5(3) to (5), 6 to 15, 
16(1) to (4), 16(6), 16(7), 17, 18, 19(2), 19(3)(b), 19(3)(c), 20 to 33, 45(1)(a) to (h), 45(2), 46 
to 48, 49(1), 49(2), 50, 51(2) first subparagraph points (a) to (c), 51(2) second subparagraph, 
52, 63(2), 65(1), 65(4), 68, 71, 78(1) except 78(1)(b), 78(2)(a) except second indent, 79, 80, 
82, 83(1) except 83(1)(b), 83(2), 84 except 84(b), 97 to 99, 100, 101, 102(1), 102(2), 103(2), 
104, 106, 107, 108, 109 and Annexes II, III and IV. In order to correct a material error in the 
English version of the Directive, and taking into account Article 1(3), it is necessary to change 
all subsequent mentions of 'unit trusts' by mentions of 'common funds'. It is also necessary to 
correct  material  errors  in  the  Latvian,  Bulgarian,  French,  Spanish  and  Italian  version  of  the 
Directive.  

5.1. 

New rules on mergers 

The  proposal  offers  the  possibility  for  UCITS  to  achieve  greater  economies  of  scale  by 
introducing  into  the  UCITS  Directive  a  legal  framework  for  both  national  and  cross-border 
mergers.  Different  types  of  mergers  will  be  possible  based  on  existing  national  rules  and 
practices 
(scheme  of 
in  common 
amalgamation/arrangement). 

law  Member  States 

those  known 

including 

5.1.1.  Principle, authorisation and approval (Chapter VI section 1) 

Article  35  provides  for  the  basic  principle  that  all  UCITS  (and  investment  compartments 
thereof),  irrespective  of  their  legal  form,  are  entitled  to  merge.  This  new  merger  regime, 
including  its  safeguards  for  investors,  will  cover  both  cross-border  mergers  and  domestic 
mergers (the latter may impact on investors based in other Member States). 

Article  36  sets  up  the  principle  of  prior  authorisation  of  the  merger  (to  be  issued  within  30 
days),  by  the  competent  authorities  of  the  merging  UCITS  (i.e.  the  entity  which  ceases  to 
exist), before its presentation to unit-holders. During that process, they will have to assess the 
potential  impact  of  the  merger  on  the  unit-holders  of  both  the  merging  UCITS  and  the 
receiving UCITS. The competent authorities of the receiving UCITS have to be informed of 
the  decision  reached  in  this  respect.  This  should  allow  them  to  check  whether  the  required 
disclosure to investors of the receiving UCITS is made in conformity with the Directive. 

If  the  merger  involves  more  than  one  merging  UCITS  and  such  UCITS  are  domiciled  in 
different  Member  States,  the  competent  authorities  of  each  merging  UCITS  will  need  to 
approve the merger, in close cooperation with each other. 

Article 37 provides for the obligation to draw up draft terms of merger (including a minimum 
set  of  compulsory  provisions),  in  the  same  terms,  for  each  of  the  UCITS  involved  in  the 
merger. 

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As established by Commission Decision 2001/527/EC of 6 June 2001, (OJ L 191, 13.7.2001, p. 43). 

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5.1.2.  Third  party  control,  information  of  unit-holders  and  other  unit-holders'  rights 

(Chapter VI section 2) 

Article  38  provides  that  the  depositaries  of  the  merging  UCITS  and  the  receiving  UCITS 
should  review  the  common  draft  terms  of  merger  on  their  conformity  with  the  relevant 
provisions  of  the  Directive  and  their  respective  constitutional  documents.  The  role  of  the 
depositaries  is  however  not  to  verify  whether  the  proposed  merger  is  in  the  interest  of  the 
investors. 

Article 39 provides that an independent auditor should validate the criteria used for valuating 
the assets and liabilities of the funds involved in the merger and for calculating the exchange 
ratio. 

Article  40  foresees  that  the  merging  UCITS  should  provide  appropriate  and  accurate 
information on the proposed merger to its/their unit-holders so as to enable them to make an 
informed  decision  on  the  impact  of  the  proposed  merger  on  their  investment.  Should  the 
competent authorities of the merging UCITS decide that the proposed merger may impact on 
the  unit-holders  of  the  receiving  UCITS,  the  latter  will  also  be  requested  to  provide  similar 
information to its unit-holders. This Article also defines basic principles of investor disclosure 
to the unit-holders of the merging UCITS and the receiving UCITS; details of which will be 
developed  through  implementing  measures.  For  investor  protection  reasons,  a  provision 
specifies  the  language  in  which  the  information  is  provided  to  investors  situated  in  the 
Member States where a UCITS has been notified to market its units. 

Article 41 confirms that approval by unit-holders is only required if provided for by national 
law. If so, a maximum threshold/ceiling of 75% of the votes cast by unit-holders is foreseen. 

Article  42  foresees  the  right  of  unit-holders  (of  both  the  merging  UCITS  and  the  receiving 
UCITS) to redeem units or shares without costs prior to the merger, as from the moment the 
UCITS have informed them of the proposed merger. 

5.1.3.  Costs and entry into effect (Chapter VI Section 3) 

Article 43 ensures investor protection by clarifying that the responsibility for the costs of the 
merger  should  not  lie  with  the  unit-holders  of  the  merging  and/or  receiving  UCITS.  Such 
costs should be borne by the manager/fund promoter. 

Article  44  provides  that  a  merger  takes  effect  once  the  transfer  of  assets  and/or  liabilities 
(depending  on  the  merger  technique  used)  and  the  exchange  of  units  have  taken  place.  It 
confirms  the  role  and  responsibility  of  the  depositaries  of  both  the  merging  UCITS  and  the 
receiving UCITS to carry out the actual transfer of assets/liabilities. Investors and other third 
parties should then be informed that the merger has taken effect. Completion of the merger is 
to be publicized. 

5.2. 

New rules on a master/feeder structure (Chapter VIII of the Directive) 

The introduction into the UCITS Directive of the possibility to set up master-feeder structures 
will open new business opportunities for UCITS managers. It will allow them to rationalise 
and increase the efficiency of their investment policy.  

A master-feeder-structure is characterised by the feeder UCITS' investment of all or almost all 
of its assets in one other UCITS, the master UCITS. Article 53(1) sets a minimum of 85% of 

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the assets to be invested in a master UCITS. It also prevents feeders UCITS from investing in 
more than one (master) UCITS. The remaining 15% should allow the feeder UCITS to hold 
ancillary liquid assets. The feeder UCITS may hold no other assets than those mentioned in 
Article 53(1) and (2). 

A master UCITS is a UCITS which pursuant to Article 53(3) has at least one feeder UCITS as 
investor. To avoid opaque cascade structures, the master UCITS may neither itself be a feeder 
UCITS nor invest into a feeder UCITS. 

Article  54(1)  provides  that  the  specific  investment  policy  of  a  feeder  UCITS  needs  to  be 
approved  by  the  competent  authorities  of  the  feeder  UCITS'  home  Member  State.  The 
approval  is  subject  to  the  conditions  set  out  in  Chapter  VIII.  No  additional  condition  or 
document may be required. 

Article  55  requires  the  feeder  UCITS  and  the  master  UCITS  to  enter  into  a  legally  binding 
agreement. Such agreement shall enable the feeder UCITS to accomplish its duties. 

If the feeder UCITS and the master UCITS have different depositaries8 or auditors, Articles 
56 and 57 require the latter to enter into an information-sharing agreement. 

Article  58  ensures  that  both  the  prospectus  and  the  key  investor  information  of  the  feeder 
UCITS  disclose  the  fact  that  the  UCITS  is  a  feeder  of  a  given  master  and  explain  the 
specificities of this two-layer investment.  

Article  59  sets  up  the  requirements  for  a  conversion  of  an  existing  UCITS  into  a  feeder 
UCITS. To protect unit-holders, converting UCITS have to inform all unit-holders in advance. 
All unit-holders are entitled to re-purchase or to redeem the units of the feeder UCITS free of 
charge within 30 days. 

Pursuant to Article 60(2) the feeder UCITS must act in the best interests of its investors and 
therefore has to monitor effectively the master UCITS. 

Article  60(3)  deals  with  retrocession  arrangements  and  requires,  where  applicable,  that  all 
kinds of commissions obtained from the master UCITS or its management company is paid 
into the feeder UCITS' assets. 

Article  61(2)  prevents  the  master  UCITS  from  charging  the  feeder  UCITS  subscription  and 
redemption fees. 

5.3. 

New rules on Key Investor Information 

These new provisions aim at simplifying the content and conditions under which information 
is given to potential investors in UCITS. The objective is to enable retail investors to take a 
well-informed  investment  decision.  For  that  purpose,  the  Directive  replaces  the  previous 
obligation to offer a simplified prospectus, free of charge to subscribers before the conclusion 
of  the  contract,  by  the  concept  of  'key  investor  information'.  To  reduce  costs,  the  new 
provisions  also  seek  to  ensure  that  the  key  investor  information  can  be  used  without 
modifications all across the Internal Market.  

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Pursuant  to  the  UCITS  Directive  the  feeder  UCITS  and  the  master  UCITS  may  only  have  the  same 
depositary if they are established in the same Member State. 

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5.3.1. 

Some general improvement on disclosure rules and marketing communications 

Articles 64 to 70 set out the rules applicable to the information to be provided at any time, on 
request, to investors (prospectus, annual and half-yearly reports). 

Article  72  sets  the  principle  that  the  information  contained  in  marketing  communications 
should  be  fair,  clear  and  not  misleading.  It  should  also  be  consistent  with  the  information 
contained  in  the  obligatory  disclosures  (eg.  key  investor  information)  provided  for  by  the 
UCITS Directive. 

5.3.2.  Key investor information (Section 3) 

Article 73 requires the investment company or the management company (where applicable) 
to  draw  up  a  short  document  containing  key  investor  information  that  will  be  valid  in  all 
Member States. Rules regarding the delivery of the key investor information are set by Article 
75 (which distinguishes between direct and indirect sales). 

Key investor information should provide information about the essential characteristics of the 
proposed  investment  and  specify  how/where  investors  can  obtain  additional  information  on 
the  proposed  investment  and  certain  practical  elements.  More  specific  rules  (ex.  format  and 
content of key investor information) will be adopted through implementing measures. 

To effectively assist retail investors in their decision, key investor information should be short 
and  concise,  use  clear  and  comprehensible  wording,  and  be  presented  in  an  understandable 
format. It should be fair, clear and not misleading (article 74) and, therefore, consistent with 
the relevant parts of the prospectus. 

Article  74  also  clarifies  that  the  key  investor  information  constitutes  pre-contractual 
information only. No civil liability should be attached to any person solely on its basis, unless 
such information is misleading, inaccurate or inconsistent with the prospectus. 

5.4. 

Simplification and improvement of the rules on notification 

5.4.1. 

Improved market access for UCITS 

The  current  UCITS  Directive  sets  out  common  rules  which  allow  a  UCITS  authorised  and 
supervised  in  one  Member  State  to  market  its  units  in  any  other  Member  State.  Before  a 
UCITS  starts  marketing  its  units,  it  must  complete  a  notification  procedure.  The  current 
procedure  has  become  burdensome  and  time  consuming  for  fund  promoters.  Current  delays 
between the moment of the notification and the actual marketing of the UCITS are a serious 
disadvantage  when  compared  with  other  financial  products  for  retail  investors,  which  are 
often subject to less strict information or investor protection requirements. 

To  tackle  that  problem,  Article  88  proposes  a  new  streamlined  procedure  based  on  a 
regulator-to-regulator  communication.  Under  the  new  rules,  a  UCITS  wishing  to  market  its 
units  in  another  Member  State  will  file  a  notification  letter  with  its  home  competent 
authorities.  This  letter  will  have  a  harmonised  content  and  will  mainly  describe  the 
arrangements  made  for  marketing  the  UCITS  in  the  Member  State  concerned.  Several 
documents  will  be  attached  to  that  letter  (fund  rules,  key  investor  information).  After 
verification  of  the  completeness  of  the  file,  the  competent  authorities  of  the  home  Member 
State  will  automatically  transmit  it  to  the  host  Member  State  authority  together  with  an 
attestation  confirming  that  the  UCITS  fulfils  its  obligations  under  the  Directive.  The 

EN 

10 

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competent  authorities  of  the  host  Member  State  will  not  be  entitled  to  review,  challenge  or 
discuss the merits of the UCITS authorisation granted in the home Member State. 

5.4.2.  Clarification of responsibilities between the competent authorities 

The amendments underline the fundamental principle according to which it is not possible for 
the  host  Member  State  to  challenge  the  exclusive  responsibility  of  the  home  Member  State 
over the fields governed by the Directive. 

In order to facilitate direct and immediate access to the market of another Member State, the 
control  of  compliance  of  the  marketing  arrangements  with  the  rules  applicable  in  a  host 
Member State will take place on an on-going basis, but only after the UCITS has placed its 
units on the market of a host Member State. The Directive also seeks to enhance transparency 
regarding local marketing rules (obligation on Member States to publish on their websites all 
applicable marketing rules). 

5.4.3. 

Improved communication and co-operation between competent authorities 

The  new  notification  procedure  requires  improved  communication  between  competent 
authorities in order to be successful. Therefore, electronic transmission of information about 
UCITS  and  their  marketing  arrangements  is  foreseen.  This  should  allow  host  authorities  to 
better  prepare  for  on-going  monitoring  of  compliance  with  marketing  rules.  UCITS  will 
however  be  obliged  to  directly  inform  the  host  authorities  of  any  amendments  to  their 
marketing  arrangements.  In  this  field,  several  detailed  rules  will  be  adopted  through 
implementing measures. 

5.4.4.  Methods of distribution of obligatory disclosures in the host Member States 

Article  89  introduces  a  new  language  regime,  whereby  UCITS  must  translate  only  the  key 
investor  information  in  the  local  language.  It  is  up  to  the  UCITS  to  decide  whether  other 
obligatory disclosures are to be translated into the language of the host Member State or in a 
language customary  in  the  sphere  of  international finance. Investors  will be aware  in  which 
language the prospectus and the annual or half-yearly reports are available because this will 
be specified in the key investor information. The translation (under the sole responsibility of 
the UCITS) of documents other than the key investor information into the language of a host 
Member State will therefore be a market driven decision (in line with the language regime of 
the Prospectus Directive). 

5.5. 

Rules aimed at strengthening supervisory cooperation 

Successful implementation of the provisions introduced by this proposal cannot compromise 
on  the  high  level  of  investor  protection  offered  by  the  UCITS  Directive.  Therefore,  the 
the  existing 
proposed  adjustments  are  complemented  by  measures  which  enhance 
mechanisms for supervisory cooperation and provide additional tools for supervisors to allow 
them to discharge their duties efficiently. These measures are largely inspired by provisions 
already in force in other financial services directives. 

EN 

11 

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(cid:208) 85/611/EEC (adapted) 

2008/0153 (COD) 

Proposal for a 

DIRECTIVE ../…/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL 

of […] 

on the coordination of laws, regulations and administrative provisions relating to 
undertakings for collective investment in transferable securities (UCITS) 

(Text with EEA relevance) 

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, 

Having regard to the Treaty establishing the European Community, and in particular Article 
57(2) ⌦ 47(2) ⌫ thereof, 

Having regard to the proposal from the Commission, 

Acting in accordance with the procedure laid down in Article 251 of the Treaty9, 

Whereas: 

(cid:216) new 

(1) 

(2) 

Council Directive of 20 December 1985 on the coordination of laws, regulations and 
administrative  provisions  relating  to  undertakings  for  collective  investment  in 
transferable  securities  (UCITS)10  has  been  substantially  amended  several  times11. 
Since further amendments are to be made, it should be recast in the interests of clarity. 

Directive  85/611/EEC has largely contributed to the development and success  of the 
European  investment  funds  industry.  However,  despite  the  improvements  introduced 
since its adoption and in particular in 2001, it has steadily become clear that changes 
need to be introduced into the UCITS legal framework in order to adapt it to the 21st 
century financial markets. The 2005 Commission Green Paper on Investments Funds12 
launched a public debate on the way the Directive should be adapted in order to meet 

9 
10 

11 
12 

OJ C , , p. . 
OJ L 375, 31.12.1985, p. 3. Directive as last amended by Directive 2008/18/EC (OJ L 76, 19.03.2008, 
p.42)  
See Annex III, Part A. 
COM (2005) 314 final. 

EN 

12 

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these  new  challenges.  This  intense  consultation  process  led  to  the  largely  shared 
conclusion that substantial amendments are needed. 

(cid:208) 85/611 Recital 1 (adapted) 

The  laws  of  the  Member  States  relating  to  collective  investment  undertakings  differ 
appreciably  from  one  state  to  another,  particularly  as  regards  the  obligations  and  controls 
which  are  imposed  on  those  undertakings.  Those  differences  distort  the  conditions  of 
competition  between  those  undertakings  and  do  not  ensure  equivalent  protection  for  unit-
holders. 

(cid:208) 85/611/EEC Recital 2 and 3 
(adapted) 

(3) 

National  laws  governing  collective  investment  undertakings  should  be  coordinated 
with  a  view  to  approximating  the  conditions  of  competition  between  those 
undertakings at Community level, while at the same time ensuring more effective and 
more uniform protection for unit-holders. Such coordination will make it easier for a 
collective investment undertaking situated in one Member State to market its units in 
other Member States. The attainment of these objectives will facilitates the removal of 
the restrictions on the free circulation ⌦ movement ⌫ of the units of ⌦ UCITS ⌫ 
collective  investment  undertakings  in  the  Community,  and  such  coordination  will 
helps to bring about a European capital market. 

(4) 

Having  regard  to  these  objectives,  it  is  desirable ⌦ to  provide  for ⌫  that  common 
basic rules be established for the authorisation, supervision, structure and activities of 
⌦ UCITS ⌫  collective  investment  undertakings  ⌦ established ⌫  situated  in  the 
Member States and the information they must publish.  

(cid:208) 85/611/EEC Recital 4 (adapted) 

(cid:208) 85/611/EEC Recital 5 (adapted) 

The  application  of  these  common  rules  is  a  sufficient  guarantee  to  permit  collective 
investment  undertakings  situated  in  Member  States,  subject  to  the  applicable  provisions 
relating  to  capital  movements,  to  market  their  units  in  other  Member  States  without  those 
Member  States'  being  able  to  subject  those  undertakings  or  their  units  to  any  provision 
whatsoever other than provisions which, in those states, do not fall within the field covered by 
this  Directive.  Nevertheless,  if  a  collective  investment  undertaking  situated  in  one  Member 
State markets its units in a different Member State it must take all necessary steps to ensure 
that unit-holders in that other Member State can exercise their financial rights there with ease 
and are provided with the necessary information. 

EN 

13 

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(cid:208) 85/611/EEC Recital 6 (adapted) 
and 2001/108/EC Recital 2 
(adapted) 

(5) 

The  coordination  of  the  laws  of  the  Member  States  should  be  confined  initially  to 
⌦ UCITS ⌫ collective investment undertakings other than of the closed-ended type 
which  promote  the  sale  of  their  units  to  the  public  in  the  Community.  and  the  sole 
object  of  which  is  investment  in  transferable  securities  (which  are  essentially 
transferable  securities  officially  listed  on  stock  exchanges  or  similar  regulated 
markets).  Regulation  of  the  collective  investment  undertakings  not  covered  by  the 
Directive  poses  a  variety  of  problems  which  must  be  dealt  with  by  means  of  other 
provisions, and such undertakings will accordingly be the subject of coordination at a 
later  stage.  Pending  such  coordination  any  Member  State  may,  inter  alia,  prescribe 
those  categories  of  undertakings  for  collective  investment  in  transferable  securities 
(UCITS)  excluded  from  this  Directive's  scope  on  account  of  their  investment  and 
borrowing policies and lay down those specific rules to which such UCITS are subject 
in  carrying  on  their  business  within  its  territory.  Taking  into  account  market 
developments,  iIt  is  desirable  that  the  investment  objective  of  UCITS  ⌦ should  be 
permitted as part of their investment objective ⌫ be widened in order to permit them 
to  invest  in  financial  instruments,  other  than  transferable  securities,  which  are 
sufficiently liquid. The financial instruments which are eligible to be investment assets 
of  the  portfolio  of  the  UCITS  ⌦ should  be ⌫  are  listed  in  this  Directive.  The 
selection  of  investments  for  a  portfolio  by  means  of  an  index  is  a  management 
technique. 

(cid:208) 2001/107/EC Recital 3 
(adapted) 

(6) 

Authorisation  granted  ⌦ to ⌫  in  the  management  company's  ⌦ in  its ⌫  home 
Member  State  should  ensure  investor  protection  and  the  solvency  of  management 
companies,  with  a  view  to  contributing  to  the  stability  of  the  financial  system.  The 
approach adopted is to ensure the essential harmonisation necessary and sufficient to 
secure the mutual recognition of authorisation and of prudential supervision systems, 
making  possible 
the 
the  grant  of  a  single  authorisation  valid 
⌦ Community ⌫  European  Union  and  the  application  of  the  home  Member  State 
supervision. 

throughout 

(7) 

It  is  necessary,  for  the  protection  of  investors,  to  guarantee  the  internal  overview  of 
every management company in particular by means of a two-man management and by 
adequate internal control mechanisms. 

(cid:208) 2001/107/EC Recital 4 

EN 

14 

   EN 

 
 
 
 
(8) 

(9) 

(cid:208) 2001/107/EC Recital 5 
(adapted) 

In order to ensure that the management company will be able to fulfil the obligations 
arising  from  its  activities  and  thus  to  ensure  its  stability,  initial  capital  and  an 
additional  amount  of  own  funds  are  required.  To  take  account  of  developments, 
particularly  those  pertaining  to  capital  charges  on  operational  risk  within  the 
⌦ Community ⌫ European  Union and other international fora, these requirements, 
including the use of guarantees, ⌦ should ⌫ will have to be reviewed within three 
years. 

(cid:208) 2001/107/EC Recital 6 
(adapted) 

By  virtue  of  ⌦ the  principle  of  home  Member  State  supervision ⌫  mutual 
recognition,  management  companies  authorised  in  their  home  Member  States  should 
be  permitted  to  carry  on  the  services  for  which  they  have  received  authorisation 
throughout the ⌦ Community ⌫ European Union by establishing branches or under 
the freedom to provide services. The approval of the fund rules of common funds/unit 
trusts falls within the competence of the management company's home Member State. 

(cid:208) 2001/107/EC Recital 7 

(10)  With  regard  to  collective  portfolio  management  (management  of  unit  trusts/common 
funds  and  investment  companies),  the  authorisation  granted  to  a  management 
company authorised in its home Member State should permit the company to carry on 
in  host  Member  States  the  following  activities:  to  distribute  the  units  of  the 
harmonised unit trusts/common funds managed by the company in its home Member 
State;  to  distribute  the  shares  of  the  harmonised  investment  companies,  managed  by 
such a company; to perform all the other functions and tasks included in the activity of 
collective  portfolio  management;  to  manage  the  assets  of  investment  companies 
incorporated in Member States other than its home Member State; to perform, on the 
basis  of  mandates,  on  behalf  of  management  companies  incorporated  in  Member 
States  other  than  its  home  Member  State,  the  functions  included  in  the  activity  of 
collective portfolio management. 

(cid:208) 2001/107/EC Recital 8 
(adapted) 

(11)  The principles  of  mutual  recognition  and of home Member State supervision require 
⌦ requires ⌫  that  the  Member  States'  competent  authorities  should  not  grant  or 
should  withdraw  authorisation  where  factors,  such  as  the  content  of  programmes  of 
operations,  the  geographical  distribution  or  the  activities  actually  carried  on  indicate 
clearly  that  a  management  company  has  opted  for  the  legal  system  of  one  Member 
State for the purpose of evading the stricter standards in force in another Member State 
within the territory of which it intends to carry on or does carry on the greater part of 

EN 

15 

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its  activities.  For  the  purpose  of  this  Directive,  a  management  company  should  be 
authorised in the Member State in which it has its registered office. In accordance with 
the  principle  of  the  home  country  control,  only  the  Member  State  in  which  the 
management  company  has  its  registered  office  can  be  considered  competent  to 
approve the fund rules of unit trusts/common funds set up by such a company and the 
choice  of  the  depositary.  In  order  to  prevent  supervisory  arbitrage  and  to  promote 
confidence in the effectiveness of supervision by the home Member State authorities, a 
requirement for authorisation of a UCITS should be that it should not be prevented in 
any legal way from being marketed in its home Member State. This does not affect the 
free  decision,  once  the  UCITS  has  been  authorised,  to  choose  the  Member  State(s) 
where the units of the UCITS are to be marketed in accordance with this Directive. 

(cid:208) 2001/107/EC Recital 9 
(adapted) 

(12)  Directive  85/611/EEC  limits  ⌦ With  regard  to ⌫  the  scope of  ⌦activity  of ⌫ 
management  companies  to  the  sole  activity  of  management  of  unit  trusts/common 
funds  and  of  investment  companies  (collective  portfolio  management).  In  ⌦ and 
in ⌫  order  to  take  into  account  recent  developments  in  national  legislation  of 
Member States and to permit such companies to achieve important economies of scale, 
it  is  desirable  to  revise  this  restriction.  It  is  therefore  desirable  to  permit  such 
companies to carry out also the activity of management of portfolios of investments on 
a  client-by-client  basis  (individual  portfolio  management)  including  the  management 
of  pension  funds  as  well  as  some  specific  non-core  activities  linked  to  the  main 
business. Such an extension of the scope of the activity of the management company 
would  not  prejudge  ⌦ prejudice ⌫  the  stability  of  such  companies.  However, 
specific  rules  should  be  introduced ⌦ laid  down ⌫  preventing  conflicts  of  interest 
when  management  companies  are  authorised  to  carry  on  both  the  business  of 
collective and individual portfolio management. 

(cid:208) 2001/107/EC Recital 10 
(adapted) 

(13)  The  activity  of  management  of  ⌦ individual ⌫  portfolios  of  investments  is  an 
investment service already covered by Council Directive 2004/39/EC of the European 
Parliament  and  of  the  Council  of  21  April  2004  on  markets  in  financial  instruments 
amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of 
the  European  Parliament  and  of  the  Council  and  repealing  Council  Directive 
93/22/EEC13  93/22/EEC  of  10  May  1993  on  investment  services  in  the  securities 
field14.  In  order  to  ensure  a  homogeneous  regulatory  framework  in  this  area,  it  is 
desirable  to  subject  management  companies,  the  authorisation  of  which  also  covers 
that service, to the operating conditions laid down in that Directive. 

13 
14 

OJ L 145, 30.4.2004, p. 1. Directive as amended by Directive 2006/31/EC (OJ L 114, 27.4.2006, p. 60). 
OJ L 141, 11.6.1993, p. 27. Directive as last amended by Directive 2000/64/EC. 

EN 

16 

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(14)  A  home  Member  State  may,  as  a  general  rule,  establish  rules  stricter  than  those  laid 
down  in  this  Directive,  in  particular  as  regards  authorisation  conditions,  prudential 
requirements and the rules on reporting and the full prospectus. 

(cid:208) 2001/107/EC Recital 11 

(cid:208) 2001/107/EC Recital 12 
(adapted) 

(15) 

It is desirable to lay down rules defining the preconditions under which a management 
company may delegate, on the basis of mandates, specific tasks and functions to third 
parties so as to increase the efficiency of the conduct of its business. In order to ensure 
the correct functioning of the principle of mutual recognition of the authorisation and 
of  the  ⌦ home  Member  State  supervision ⌫  country  control,  Member  States 
permitting  such  delegations  should  ensure  that  the  management  company  to  which 
they granted an authorisation does not delegate globally its functions to one or more 
third  parties,  so  as  to  become  a  letter  box  entity,  and  ⌦ that ⌫  the  existence  of 
mandates  does  not  hinder  an  effective  supervision  over  the  management  company. 
However,  the  fact  that  the  management  company  has  delegated  its  own  functions 
should in no case affect the liabilities of that company and of the depositary vis-à-vis 
the unit holders and the competent authorities. 

(cid:208) 2001/107/EC Recital 13 

(16)  To safeguard shareholders' interests and to secure a level playing field in the market 
for  harmonised  collective  investment  undertakings,  an  initial  capital  is  required  for 
investment  companies.  However,  investment  companies  which  have  designated  a 
management company will be covered through the management company's additional 
amount of own funds. 

(cid:208) 2001/107/EC Recital 14 
(adapted) 

(17)  Articles ⌦ 13 ⌫ 5g and ⌦ 14 ⌫ 5h should always be complied with by authorised 
investment companies, either by the company directly according to Article ⌦ 27 ⌫ 
13b or indirectly, due to the fact that if an authorised investment company chooses to 
designate a management company, that management company should be authorised in 
accordance  with  the  ⌦ this ⌫  Directive  and  thus  obliged  to  comply  with  Articles 
⌦ 13 ⌫ 5g and ⌦ 14 ⌫ 5h.  

(18)  Despite  the  need  for  consolidation  between  UCITS,  mergers  of  UCITS  encounter 
many  legislative  and  administrative  difficulties  in  the  Community.  It  is  therefore 
necessary,  in  order  to  improve  the  functioning  of  the  Internal  Market,  to  lay  down 

(cid:216) new 

EN 

17 

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(19) 

(20) 

Community  provisions  facilitating  mergers  between  UCITS  (and 
investment 
compartments  thereof).  Although  some  Member  States  have  authorised  only 
contractual funds, mergers between all types of funds (contractual, corporate and unit 
trusts)  should  be  allowed  and  recognised  by  the  laws  of  each  Member  State.  This 
Directive  covers  those  merger  techniques  which  are  most  commonly  used  in  the 
Member States. It does not prevent UCITS from using other techniques on a domestic 
or cross-border basis. These will however remain subject to the relevant provisions of 
national law. 

In  order  to  safeguard  investors'  interests,  Member  States  should  require  proposed 
mergers between UCITS either within their jurisdiction or on a cross-border basis to 
be  subject  to  authorisation  by  their  competent  authorities.  For  cross-border  mergers, 
the competent authorities of the home Member State of the UCITS that will cease to 
exist (the merging UCITS) should approve the merger so as to ensure that the interests 
of  the  unit-holders  who  effectively  change  funds  are  duly  protected.  If  the  merger 
involves  more  than  one  merging  UCITS  and  such  UCITS  are  domiciled  in  different 
Member  States,  the  competent  authorities  of  each  merging  UCITS  will  need  to 
approve  the  merger,  in  close  cooperation  with  each  other.  Since  the  interests  of  the 
unit-holders  of  the  UCITS  which  continues  to  exist  after  the  merger  (the  receiving 
UCITS) also need to be adequately safeguarded, they should be taken into account by 
the competent authorities of the merging UCITS' home Member State when approving 
a cross-border merger. 

It is necessary to ensure additional third-party control of mergers. The depositaries of 
each  of  the  UCITS  involved  in  the  merger  should  verify  the  conformity  of  the 
common draft terms of the merger with the relevant provisions of this Directive and of 
the UCITS fund rules. An independent auditor should draw-up a report on behalf of all 
the UCITS involved in the merger validating the valuation methods of the assets and 
liabilities of such UCITS and the calculation method of the exchange ratio as set forth 
by  the  management  and/or  administrative  body  of  such  UCITS  in  the  common  draft 
terms of merger. In order to limit costs connected with cross-border mergers, it should 
be possible to draw up a single report for all UCITS involved and the statutory auditor 
of  the  merging  UCITS  and/or  the  receiving  UCITS  should  be  enabled  to  do  so.  For 
investor  protection  reasons, unit-holders should be offered the possibility to obtain a 
copy of such report free of charge. 

(21) 

It  is  particularly  important  that  the  unit-holders  are  adequately  informed  about  the 
proposed merger and that their rights are sufficiently protected. Although unit-holders 
of  the  merging  UCITS  are  most  concerned,  the  interests  of  the  unit-holders  of  the 
receiving  UCITS  should  also  be  safeguarded  in  such  situations  where  the  proposed 
merger could have a substantial impact on their investment. 

(22)  The  provisions  on  mergers  laid  down  in  this  Directive  are  without  prejudice  to  the 
application  of  the  legislation  on  control  of  concentrations  between  undertakings,  in 
particular Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of 
concentrations between undertakings (the EC Merger Regulation)15. 

15 

OJ L 24, 29.1.2004, p.1. 

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18 

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(cid:208) 85/611/EEC Recital 7 (adapted) 

(23)  The free marketing of the units issued by UCITS authorised to invest up to 100 % of 
their  assets  in  transferable  securities  issued  by  the  same  body  (State, local authority, 
etc.)  may  not  have  the  direct  or  indirect  effect  of  disturbing  the  functioning  of  the 
capital  market  or  the  financing  of  the  Member  States.  or  of  creating  economic 
situations similar to those which Article 68(3) of the Treaty seeks to prevent. 

Whereas  account  should  be  taken  of  the  special  situations  of  the  Hellenic  Republic's  and 
Portuguese Republic's financial markets by allowing those countries and additional period in 
which to implement this Directive, 

(cid:208) 85/611/EEC Recital 8 (adapted) 

(cid:208) 2001/108/EC Recital 3 

(24)  The definition of transferable securities included in this Directive is valid only for this 
Directive and in no way affects the various definitions used in national legislation for 
other purposes such as taxation. Consequently, shares and other securities equivalent 
to  shares  issued  by  bodies  such  as  building  societies  and  industrial  and  provident 
societies,  the  ownership  of  which  cannot  in  practice  be  transferred  except  by  the 
issuing body buying them back, are not covered by this definition. 

(25)  Money  market  instruments  cover  those  transferable  instruments  which  are  normally 
not  traded  on  regulated  markets  but  dealt  in  on  the  money  market,  for  example 
treasury and local authority bills, certificates of deposit, commercial papers, medium-
term notes and bankers' acceptances. 

(cid:208) 2001/108/EC Recital 4 

(26) 

It is useful to ensure that the concept of regulated market in this Directive corresponds 
to that in Council Directive 93/22/EEC of 10 May 1993 on investment services in the 
securities field16 Directive 2004/39/EC. 

(cid:208) 2001/108/EC Recital 5 

(27) 

It  is  desirable  to  permit  a  UCITS  to  invest  its  assets  in  units  of  UCITS  and/or  other 
collective investment undertakings of the open-ended type which also invest in liquid 
financial assets mentioned in this Directive and which operate on the principle of risk 

(cid:208) 2001/108/EC Recital 6 

16 

OJ L 141, 11.6.1993, p. 27. Directive as last amended by Directive 2000/64/EC. 

EN 

19 

   EN 

 
 
 
 
 
 
 
                                                 
spreading.  It  is  necessary  that  UCITS  or  other  collective  investment  undertakings  in 
which a UCITS invests be subject to effective supervision. 

(cid:208) 2001/108/EC Recital 7 

(28)  The  development  of  opportunities  for  a  UCITS  to  invest  in  UCITS  and  in  other 
collective  investments  undertakings  should  be  facilitated.  It  is  therefore  essential  to 
ensure that  such investment activity does not diminish investor protection. Owing to 
the  enhanced  possibilities  for  UCITS  to  invest  in  the  units  of  other  UCITS  and/or 
collective  investment  undertakings,  it  is  necessary  to  lay  down  certain  rules  on 
quantitative  limits,  the  disclosure  of  information  and  prevention  of  the  cascade 
phenomenon. 

(cid:208) 2001/108/EC Recital 8 
(adapted) 

(29)  To take market developments into account and in consideration of the completion of 
economic  and  monetary  union  it  is  desirable  to  permit  UCITS  to  invest  in  bank 
deposits. To ensure adequate liquidity of investments in deposits, these deposits are to 
be repayable on demand or have the right to be withdrawn. If the deposits are made 
with  a  credit  institution  the  registered  office  of  which  is  located  in  a  ⌦ third 
country ⌫  non-Member  State,  the  credit  institution  should  be  subject  to  prudential 
rules equivalent to those laid down in Community legislation. 

(cid:208) 2001/108/EC Recital 9 

(30) 

In addition to the case in which a UCITS invests in bank deposits according to its fund 
rules or instruments of incorporation, it may be necessary to allow all UCITS to hold 
ancillary  liquid  assets,  such  as  bank  deposits  at  sight.  The  holding  of  such  ancillary 
liquid  assets  may  be  justified,  for  example,  in  the  following  cases:  in  order  to  cover 
current or exceptional payments; in the case of sales, for the time necessary to reinvest 
in  transferable  securities,  money  market  instruments  and/or  in  other  financial  assets 
provided for in this Directive; for a period of time strictly necessary when, because of 
unfavourable  market  conditions,  the  investment  in  transferable  securities,  money 
market instruments and in other financial assets must be suspended. 

(31)  For prudential reasons it is necessary to avoid excessive concentration by a UCITS in 
investments which expose them ⌦ it ⌫ to counterparty risk to the same entity or to 
entities belonging to the same group. 

(cid:208) 2001/108/EC Recital 10 
(adapted) 

EN 

20 

   EN 

 
 
 
 
 
(cid:208) 2001/108/EC Recital 11 

(32)  UCITS should be explicitly permitted, as part of their general investment policy and/or 
for hedging purposes in order to reach a set financial target or the risk profile indicated 
in  the  prospectus,  to  invest  in  financial  derivative  instruments.  In  order  to  ensure 
investor protection, it is necessary to limit the maximum potential exposure relating to 
derivative  instruments  so  that  it  does  not  exceed  the  total  net  value  of  the  UCITS's 
portfolio. In order to ensure constant awareness of the risks and commitments arising 
from  derivative  transactions  and  to  check  compliance  with  investment  limits,  these 
risks and commitments will have to be measured and monitored on an ongoing basis. 
Finally,  in  order  to  ensure  investor  protection  through  disclosure,  UCITS  should 
describe  their  strategies,  techniques  and  investment  limits  governing  their  derivative 
operations. 

(cid:208) 2001/108/EC Recital 12 
(adapted) 

(33)  With regard to over-the-counter (OTC) derivatives, additional requirements should be 
set in terms of the eligibility of counterparties and instruments, liquidity and ongoing 
assessment of the position. The purpose of such additional requirements is to ensure an 
adequate  level  of  investor  protection,  close  to  that  which  they  obtain  when  they 
acquire derivatives dealt in on regulated markets. 

(34)  Operations in derivatives may never be used to circumvent the principles and rules set 
out in this Directive. With regard to OTC derivatives, additional risk-spreading rules 
should apply to exposures to a single counterparty or group of counterparties. 

(cid:208) 2001/108/EC Recital 13 

(cid:208) 2001/108/EC Recital 14 

(35)  Some  portfolio  management  techniques  for  collective  investment  undertakings 
investing  primarily  in  shares  and/or  debt  securities  are  based  on  the  replication  of 
stock indices and/or debt-security indices. It is desirable to permit UCITS to replicate 
well-known and recognised stock indices and/or debt-security indices. It may therefore 
be  necessary  to  introduce  more  flexible  risk-spreading  rules  for  UCITS  investing  in 
shares and/or debt securities to this end. 

(cid:208) 2001/108/EC Recital 15 
(adapted) 

(36)  Collective  investment  undertakings  falling  within  the  scope  of  this  Directive  should 
not be used for purposes other than the collective investment of the money raised from 
the public according to the rules laid down in this Directive. In the cases identified by 
this  Directive  a  UCITS  may  have  subsidiaries  only  when  necessary  to  carry  out 

EN 

21 

   EN 

 
 
 
 
 
 
effectively on behalf of that UCITS certain activities, also defined in this Directive. It 
is necessary to ensure an effective supervision of UCITS. Therefore the establishment 
of a subsidiary of a UCITS in a third country should be permitted only in the cases and 
under the conditions identified in the ⌦ this ⌫ Directive. The general obligation to 
act solely in the interests of unit-holders and, in particular, the objective of increasing 
cost efficiencies, never justify a UCITS undertaking measures which may hinder the 
competent authorities from exercising effectively their supervisory functions. 

(cid:208) 88/220/EEC Recitals 4 and 5 
(adapted) 

(37)  Article  22(3)  of  Directive  85/611/EEC  derogates  from  paragraphs  1  and  2  of  that 
Article ⌦ The original version of Directive 85/611/EEC contained a derogation from 
the restriction on the percentage of its assets that a UCITS can invest in transferable 
securities issued by the same body, which applied ⌫ in the case of bonds  issued or 
guaranteed by a Member State. ⌦This derogation ⌫ and authorises allowed UCITS 
to invest in particular up to 35 % of their assets in such bonds. A similar derogation, 
but of a more limited extent is justified with regard to private sector bonds which, even 
in  the  absence  of  a  State  guarantee,  nevertheless  offer  special  guarantees  to  the 
investor under the specific rules applicable thereto. It is necessary therefore to extend 
such a derogation to the totality of such bonds which fulfil jointly fixed criteria, while 
leaving  it  to  the  Member  States  to  draw  up  the  list  of  bonds  to  which  they  intend, 
where appropriate, to grant a derogation., and providing for a procedure for informing 
the  other  Member  States  identical  to  that  provided  for  in  Article  20  of  Directive 
85/611/EEC, 

(cid:216) new 

(38)  Several Member States have enacted provisions that enable non-coordinated collective 
investment undertakings to pool their assets in one so-called master fund. In order to 
allow  UCITS  to  make  use  of  these  structures,  it  is  necessary  to  exempt  "feeder 
UCITS"  wishing  to  pool  their  assets  in  a  "master  UCITS",  from  the  prohibition  to 
invest  more  than  10%  or,  as  the  case  may  be  20%  in  one  investment  fund.  This 
exemption is justified as the feeder UCITS invests all or almost all of its assets into the 
diversified  portfolio  of  the  master  UCITS  which  itself  is  subject  to  UCITS 
diversification rules. 

(39) 

In  order  to  facilitate  the  effective  operation  of  the  Internal  Market  and  to  ensure  the 
same  level  of  investor  protection  throughout  the  Community,  both  master-feeder-
structures where the master and the feeder are established in the same Member State 
and where they are established in different Member States should be allowed. In order 
to  allow  investors  to  better  understand  master-feeder-structures  and  regulators  to 
supervise  them  more  easily,  notably  in  a  cross-border  context,  no  feeder  UCITS 
should be able to invest into more than one master. In order to ensure the same level of 
investor  protection  throughout  the  Community  the  master  should  be  itself  an 
authorised UCITS. 

EN 

22 

   EN 

 
 
 
(40) 

(41) 

In order to protect the feeder UCITS' investors, the feeder UCITS' investment into the 
master UCITS should be subject to prior approval of the competent authorities of the 
feeder UCITS' home Member State. 

In order to allow the feeder UCITS to act in the best interests of its unit-holders and 
notably  place  it  in  a  position  to  obtain  from  the  master  UCITS  all  information  and 
documents  necessary  to  perform  its  obligations,  the  feeder  UCITS  and  the  master 
UCITS  should  enter  into  a  binding  and  enforceable  agreement.  In  a  similar  way  the 
information-sharing agreement between the depositaries or, respectively, the auditors 
of the feeder UCITS and the master UCITS should ensure the flow of information and 
documents  that  is  needed  for  the  feeder  UCITS'  depositary  or  auditor  to  fulfil  its 
duties. 

(42) 

In  order  to  ensure  a  high  level  of  protection  of  the  interests  of  the  feeder  UCITS' 
investors, the prospectus, the key investor information as referred to in Article 73, as 
well as all marketing communications should be adapted to the specificities of master-
feeder-structures.  

(43)  The  prohibition  that  master  UCITS  may  not  charge  feeder  UCITS  subscription  and 
redemption fees should protect unit-holders from unjustified additional costs. 

(44)  The conversion rules should enable an existing UCITS to convert into a feeder UCITS. 
At the same time they should sufficiently protect unit-holders. As such a conversion is 
a fundamental change of the investment policy, the converting feeder UCITS should 
be required to provide its unit-holders with sufficient information as to enable them to 
decide whether to maintain their investment or not. 

(45)  Member  States  should  make  a  clear  distinction  between  marketing  communications 
and  obligatory  investor  disclosures  provided  for  under  this  Directive.  Obligatory 
investor disclosures include key investor information, prospectus and annual and half-
yearly reports. 

(46)  Key investor information should be provided to investors, at a pre-contractual stage, in 
order to help them to reach informed investment decisions. It should contain only the 
essential  elements  for  making  such  decisions.  The  nature  of  the  information  to  be 
found in the key investor information should be harmonised to the highest extent so as 
to  ensure  adequate  investor  protection  and  comparability.  Key  investor  information 
should be presented in a short format. A single document of limited length presenting 
the information in a specified order is the most appropriate way to achieve the clarity 
and simplicity of presentation that is required by retail investors, and should allow for 
useful comparisons. 

(47)  Key investor information should be produced for all UCITS. Management companies 
or,  where  applicable,  investment  companies  should  deliver  the  key  investor 
information to the relevant entities, depending on the distribution method used (direct 
sales or intermediated sales). Regulation on how the key investor information is used 
by intermediaries at the point of sale is to be left to the relevant legislation covering 
such intermediaries, such as Directive 2004/39/EC. 

(48)  The right for UCITS to sell their units in other Member States should be subject to a 
notification  procedure  based  on  improved  communication  between  the  competent 

EN 

23 

   EN 

 
authorities  of  the  Member  States.  Following  transmission  of  a  complete  notification 
file by the competent authorities of the UCITS home Member State, the UCITS host 
Member State should not be in the position to oppose access to its market by a UCITS 
established in another Member State or challenge the authorisation given by that other 
Member State. 

(49) 

In order to facilitate cross-border marketing of units of UCITS, control of compliance 
of  arrangements  made  for  marketing  of  units  of  UCITS  with  laws  regulations  and 
administrative  procedures  applicable  in  the  UCITS  host  Member  State,  should  be 
performed on a on-going basis after the UCITS has started marketing its units in that 
Member  State.  This  control  can  cover,  in  particular,  the  obligation  for  marketing 
communications to be presented in a fair, clear and not-misleading way. 

(50)  For  the  purpose  of  legal  certainty  there  is  a  need  to  ensure  that  a  UCITS  which 
markets  its  units  on  a  cross-border  basis  has  an  easy  access,  in  the  form  of  an 
electronic  publication,  to  complete  information  on  the  laws,  regulations  and 
administrative  provisions  applicable  in  the  UCITS  host  Member  State  and  related  to 
the marketing of UCITS. 

(51)  To facilitate cross-border marketing of units of UCITS, a UCITS should be required to 
translate  only  the  key  investor  information  into  the  official  language  or  one  of  the 
official  languages  of  a  UCITS  host  Member  State  or  a  language  approved  by  its 
competent authority. Key investor information should specify the language(s) in which 
other obligatory disclosure documents and additional information are available. 

(52) 

It  is  necessary  to  enhance  convergence  of  powers  at  the  disposal  of  competent 
authorities so as to bring about an equal enforcement of the Directive throughout the 
Member  States.  A  common  minimum  set  of  powers,  consistent  with  those  conferred 
upon competent authorities by other Community financial services legislation should 
guarantee supervisory effectiveness. 

(53) 

It  is  necessary  to  reinforce  provisions  on  exchange  of  information  between  national 
competent  authorities  and  to  strengthen  the  duties  of  assistance  and  cooperation 
between them. 

(cid:208) 95/26/EC Recital 6 (adapted) 
(cid:206)1 95/26/EC Art. 1 fourth indent 

(54)  The  reference  to  the  supervisory  authorities'  effective  exercise  of  their  supervisory 
functions covers supervision on a consolidated basis which must be exercised over a 
(cid:206)1 ⌦ UCITS ⌫  undertaking  for  collective  investment  in  transferable  securities 
(Ucits)  or  an  undertaking  contributing  towards  its  business  activity   where  the 
provisions of Community law so provide. In such cases, the authorities applied to for 
authorisation must be able to identify the authorities competent to exercise supervision 
on  a  consolidated  basis  over  that  (cid:206)1 ⌦ UCITS ⌫  undertaking  for  collective 
investment in transferable securities (Ucits) or an undertaking contributing towards its 
business activity . 

EN 

24 

   EN 

 
 
(cid:208) 95/26/EC Recital 7 (adapted) 
(cid:206)1 95/26/EC Art. 1 fourth indent 

(55)  The principles of mutual recognition and of home Member State supervision requires 
that  the  Member  States'  competent  authorities  should  not  grant  or  should  withdraw 
authorisation  where  factors  such  as  the  content  of  programmes  of  operations,  the 
geographical distribution of ⌦ or ⌫ the activities actually carried on indicate clearly 
that  a  (cid:206)1 ⌦ UCITS ⌫  undertaking  for  collective  investment  in  transferable 
securities  (Ucits)  or  an  undertaking  contributing  towards  its  business  activity   has 
opted for the legal system of one Member State for the purpose of evading the stricter 
standards  in  force  in  another  Member  State  within  whose  territory  it  carries  on  or 
intends to carry on the greater part of its activities. A (cid:206)1 ⌦ UCITS ⌫ undertaking 
for  collective  investment  in  transferable  securities  (Ucits)  or  an  undertaking 
contributing  towards  its  business  activity   which  is  a  legal  person  must  be 
its  registered  office.  A 
in  which 
authorised 
(cid:206)1 ⌦ UCITS ⌫  undertaking  for  collective  investment  in  transferable  securities 
(Ucits) or an undertaking contributing towards its business activity  which is not a 
legal  person  must  have  its  head  office  in  the  Member  State  in  which  it  has  been 
authorised.  In  addition,  Member  States  must  require  that  a  (cid:206)1 ⌦ UCITS' ⌫ 
undertaking for collective investment in transferable securities (Ucits)’s head office or 
⌦ a  head  office  of ⌫  an  undertaking  contributing  towards  its  business  activity  
always  be ⌦ established ⌫  situated  in  its  home  Member  State  and  that  it  actually 
operates there. 

the  Member  State 

it  has 

in 

(cid:208) 95/26/EC Recital 8 

(56) 

It is appropriate to provide for the possibility of exchanges of information between the 
competent authorities and authorities or bodies which, by virtue of their function, help 
to strengthen the stability of the financial system. In order to preserve the confidential 
nature  of  the  information  forwarded,  the  list  of  addressees  must  remain  within  strict 
limits. 

(57)  Certain behaviour, such as fraud and insider offenses, is liable to affect the stability, 
including  integrity,  of  the  financial  system,  even  when  involving  undertakings  other 
than  ⌦ UCITS  or  undertakings  contributing  towards  their  business  activity ⌫ 
financial ones. 

(cid:208) 95/26/EC Recital 9 (adapted) 

(58) 

It  is  necessary  to  specify  the  conditions  under  which  such  exchanges  of  information 
are authorised. 

(cid:208) 95/26/EC Recital 10 

EN 

25 

   EN 

 
 
 
 
 
(59)  Where  it  is  stipulated  that  information  may  be  disclosed  only  with  the  express 
agreement  of  the  competent  authorities,  these  may,  where  appropriate,  make  their 
agreement subject to compliance with strict conditions. 

(cid:208) 95/26/EC Recital 11 

(60)  Exchanges of information between, on the one hand, the competent authorities and, on 
the  other,  central  banks  and  other  bodies  with  a  similar  function  in  their  capacity  as 
monetary  authorities  and,  where  appropriate,  other  public  authorities  responsible  for 
supervising payment systems should also be authorised. 

(cid:208) 95/26/EC Recital 12 

(cid:208) 95/26/EC Recital 13 (adapted) 

(61)  The  same  obligation  of  professional  secrecy  on  the  authorities  responsible  for 
authorising and supervising ⌦ UCITS ⌫ Ucits and the undertakings that take part in 
those activities and the same possibilities for exchanging information as those granted 
to  the  authorities  responsible  for  authorising  and  supervising  credit  institutions, 
investment  firms  and  insurance  undertakings,  should  be  included  in  ⌦ this ⌫ 
Directive 85/611/EEC. 

(cid:208) 95/26/EC Recital 15 (adapted) 
(cid:206)1 95/26/EC Art. 1 fourth indent 

(62)  For  the  purpose  of  strengthening  the  prudential  supervision  of  (cid:206)1 ⌦ UCITS ⌫ 
undertakings  for  collective  investment  in  transferable  securities  (Ucits)  or  of 
undertakings  contributing towards their business activity  and protection of clients 
of (cid:206)1 ⌦ UCITS ⌫ undertakings for collective investment in transferable securities 
(Ucits) or of undertakings contributing towards their business activity , it should be 
stipulated  that  an  auditor  must  have  a  duty  to  report  promptly  to  the  competent 
authorities,  wherever,  as  provided  for  by  this  Directive,  he  becomes  aware,  while 
carrying out his tasks, of certain facts which are liable to have a serious effect on the 
the  administrative  and  accounting  organisation  of  a 
financial  situation  or 
(cid:206)1 ⌦ UCITS ⌫  undertaking  for  collective  investment  in  transferable  securities 
(Ucits) or an undertaking contributing towards its business activity . 

(cid:208) 95/26/EC Recital 16 (adapted) 
(cid:206)1 95/26/EC Art. 1 fourth indent 

(63)  Having  regard  to  the  aim  in  view,  it  is  desirable  for  Member  States  to  provide  that 
such a duty should apply in all circumstances where such facts are discovered by an 
auditor  during  the  performance  of  his  tasks  in  an  undertaking  which  has  close  links 
with  a  (cid:206)1 ⌦ UCITS ⌫  undertaking  for  collective  investment  in  transferable 
securities (Ucits) or an undertaking contributing towards its business activity.  

EN 

26 

   EN 

 
 
 
 
 
 
(cid:208) 95/26/EC Recital 17 (adapted) 
(cid:206)1 95/26/EC Art. 1 fourth indent 

(64)  The duty of auditors to communicate, where appropriate, to the competent authorities 
certain facts and decisions concerning a (cid:206)1 ⌦ UCITS ⌫ undertaking for collective 
investment in transferable securities (Ucits) or an undertaking contributing towards its 
business  activity   which  they  discover  during  the  performance  of  their  tasks  in 
⌦ an entity which is neither a ⌫ non- (cid:206)1 ⌦ UCITS ⌫ undertaking for collective 
investment  in  transferable  securities  (Ucits)  ⌦ nor ⌫  an  undertaking  contributing 
towards  its  ⌦ the ⌫  business  activity  ⌦ of  a  UCITS ⌫    does  not  in  itself 
change the nature of their tasks in that undertaking nor the manner in which they must 
perform those tasks in that undertaking. 

(cid:216) new 

(65)  The  Commission  should  be  empowered  to  adopt  the  measures  necessary  for  the 
implementation of this Directive. Concerning mergers, those measures are designed to 
specify  detailed  content  and  way  to  provide  information  to  unit-holders.  Concerning 
master-feeder structures, those measures are designed to specify the particulars to be 
included  in  the  agreement  between  master  and  feeder,  their  depositories  and  their 
auditors, the definition of measures appropriate to prevent late trading risks, the impact 
of the merger of the master on the authorisation of the feeder, the type of irregularities 
originating  from  the  master  to  be  reported  to  the  feeder,  the  way  and  format  of  the 
information  to  be  provided  to  unit-holders  in  case  of  conversion  from  a  UCITS  to  a 
feeder  UCITS, the  procedure for  valuating and auditing the transfer of  assets from a 
feeder  to  a  master  and  the  role  of  the  depository  of  the  feeder  in  this  process. 
Concerning  the  provisions  on  disclosure,  those  measures  are  designed  to  specify  the 
specific  conditions  to  be  met  when  the  prospectus  is  provided  in  a  durable  medium 
other  than  paper  and  by  means  of  a  website  which  does  not  constitute  a  durable 
medium,  the  detailed  content,  form  and  presentation  of  the  key  investor  information 
taking into account the different nature or components of the UCITS concerned, and 
the  specific  conditions  for  delivering  key  investor  information  in  a  durable  medium 
other  than  paper  and  by  means  of  a  website  which  does  not  constitute  a  durable 
medium.  Concerning  notification,  those  measures  are  designed  to  specify  the  format 
and  scope  of  the  information  on  the  applicable  local  rules  to  be  published  by  host 
authorities,  the  application  of  the  notification  procedure  to  the  marketing  of 
compartments of UCITS and new share classes, and the technical details on access by 
host  authorities  to  updated  fund  documents  stored  by  home  authorities.  Those 
measures are also designed to clarify definitions and to align terminology and framing 
definitions  in  accordance  with  subsequent  acts  on  UCITS  and  related  matters.  Since 
those measures are of general scope and are designed to amend non-essential elements 
of this Directive, by supplementing it with new non-essential elements, they must be 
adopted  in  accordance  with  the  regulatory  procedure  with  scrutiny  provided  for  in 
Article  5a  of  Decision  1999/468/EC17.  Powers  not  falling  under  the  above  category 
should  be  subject  to  the  regulatory  procedure  provided  in  Article  5  of  the  same 

17 

OJ L184, 17.7.1999, p. 23. Decisions as amended by Decision 2006/512/EC (OJ L 200, 22.7.2006, p. 
11). 

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27 

   EN 

 
 
 
                                                 
Decision.  Those  measures  are  designed  to  specify  the  form  and  content  of  the 
standardised notification letter, the standard model of attestation and the procedure for 
the  exchange  of  information  and  the  use  of  electronic  communication  during  the 
notification  process.  They  are  also  designed  to  detail  the  procedures  for  on-the-spot 
information  between  competent 
verifications  and 
authorities.  

investigations  exchange  of 

(cid:208) 95/26/EC Recital 18 (adapted) 

(66)  ⌦ Since the objectives of the action to be taken cannot be sufficiently achieved by the 
Member  States  in  so  far  they  involve  the  adoption  of  rules  with  common  features 
applicable at transnational level and can therefore, by reason of the scale and effects of 
the  action,  be  better  achieved  at  Community  level,  the  Community  may  adopt 
measures, in accordance with the principle of subsidiarity as set out in Article 5 of the 
Treaty. In accordance with the principle of proportionality, as set out in that Article, 
this  Directive  does  not  go  beyond  what  is  necessary  to  achieve  those  objectives. ⌫ 
Adopting this Directive is the most appropriate means of achieving the objectives in 
view,  and  in  particular  of  reinforcing  the  powers  of  the  competent  authorities.  This 
Directive restricts itself to the minimum required to achieve those objectives and does 
not go beyond what is necessary for that purpose. 

(cid:216) new 

(67)  The obligation to transpose this Directive into national law should be confined to those 
provisions  which  represent  a  substantive  change  as  compared  with  the  earlier 
Directive. The obligation to transpose the provisions which are unchanged arises under 
the earlier Directives. 

(68)  This  Directive  should  be  without  prejudice  to  the  obligations  of  the  Member  States 
relating  to  the  time-limits  for  transposition  into  national  law  and  application  of  the 
Directives set out in Annex III, Part B, 

HAVE ADOPTED THIS DIRECTIVE: 

(cid:208) 85/611/EEC 

(cid:208)  

CONTENT 

CHAPTER I 

GENERAL PROVISIONS AND SCOPE 

Articles 1 to 4 

CHAPTER II 

AUTHORISATION OF UCITS 

Article 5 

CHAPTER III 

OBLIGATIONS REGARDING 

EN 

28 

   EN 

 
 
 
 
 
 
MANAGEMENT COMPANIES 

SECTION 1  Conditions for taking up business 

Articles 6 to 8 

SECTION 2  Relations with third countries 

Article 9 

SECTION 3  Operating conditions 

Articles 10 to 14 

SECTION 4  Right  of  establishment  and  freedom  to 

Articles 15 to 18 

provide services 

CHAPTER IV 

OBLIGATIONS REGARDING THE 
DEPOSITARY 

Articles 19 to 23 

CHAPTER V 

OBLIGATIONS  REGARDING  INVESTMENT 
COMPANIES 

SECTION 1  Conditions for taking up business 

Articles 24 to 26 

SECTION 2  Operating conditions 

Articles 27 and 28 

SECTION 3  Obligations regarding the depositary 

Articles 29 to 33 

CHAPTER VI 

MERGERS OF UCITS 

SECTION 1 

Principle, authorisation and approval 

Articles 34 to 37 

SECTION 2 

Third  party  control,  information  of  unit-
holders and other rights of unit-holders 

Articles 38 to 42 

SECTION 3  Costs and entry into effect 

Articles 39 to 44 

CHAPTER VII 

OBLIGATIONS CONCERNING THE 
INVESTMENT POLICIES OF UCITS 

Articles 45 to 52 

CHAPTER VIII  MASTER-FEEDER STRUCTURES 

SECTION 1 

Scope and approval 

Articles 53 and 54 

SECTION 2  Common  provisions  for  feeder  UCITS  and 

Article 55 

master UCITS 

SECTION 3  Depositaries and auditors 

Articles 56 and 57 

SECTION 4  Compulsory 

information  and  marketing 

Article 58 

communications by the feeder UCITS 

SECTION 5  Conversion  of  existing  UCITS  into  feeder 

Article 59 

UCITS 

SECTION 6  Obligations and competent authorities 

Articles 60 to 62 

CHAPTER IX 

OBLIGATIONS CONCERNING 

EN 

29 

   EN 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INFORMATION TO BE PROVIDED TO 
INVESTORS 

SECTION 1 

Publication  of  a  prospectus  and  periodical 
reports 

Articles 63 to 70 

SECTION 2 

Publication of other information 

Articles 71 and 72 

SECTION 3  Key investor information 

Articles 73 to 77 

CHAPTER X 

GENERAL OBLIGATIONS OF UCITS 

Articles 78 to 85 

CHAPTER XI 

SPECIAL PROVISIONS APPLICABLE TO 
UCITS WHICH MARKET THEIR UNITS IN 
MEMBER STATES OTHER THAN THOSE IN 
WHICH THEY ARE ESTABLISHED 

Articles 86 to 91 

CHAPTER XII 

PROVISIONS CONCERNING THE 
AUTHORITIES RESPONSIBLE FOR 
AUTHORISATION AND SUPERVISION 

Articles 92 to 105 

CHAPTER XIII  EUROPEAN SECURITIES COMMITTEE 

Articles 106 and 107 

CHAPTER XIV  DEROGATIONS, TRANSITIONAL AND 
FINAL PROVISIONS 

SECTION 1  Derogations 

Articles 108 and 109 

SECTION 2 

Transitional and final provisions 

Articles 110 to 113 

ANNEX I 

Schedules A and B  

ANNEX II 

ANNEX III 

Functions  included  in  the  activity  of  collective 
portfolio management 

Part A 

Part B 

Repealed  Directive  with 
successive amendments 

list  of 

its 

List  of  time-limits  for  transposition  into 
national law and application 

ANNEX IV 

Correlation table 

EN 

30 

   EN 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(cid:208) 85/611/EEC (adapted) 

CHAPTERSection I 

General provisions and scope 

Article 1 

1. The Member States shall apply this Directive to undertakings for collective investment in 
transferable  securities  (hereinafter  referred  to  as  UCITS)  ⌦ established ⌫  situated  within 
their territories. 

2.  For  the  purposes  of  this  Directive,  and  subject  to  Article  ⌦ 3, ⌫  2  UCITS  shall  be 
undertakings: 

(cid:208) 2001/108/EC Art. 1 pt. 1 
(adapted) 

⌦ (a) ⌫ 

the  sole  object  of  which  is  the  collective  investment  in  transferable  securities 
and/or  in  other  liquid  financial  assets  referred  to  in  Article  ⌦ 45(1) ⌫  19(1)  of 
capital raised from the public and which operates on the principle of risk-spreading, 
and  

(cid:208) 85/611/EEC (adapted) 

⌦ (b) ⌫ 

the  units  of  which  are,  at  the  request  of  holders,  re-purchased  or  redeemed, 
directly or indirectly, out of those undertakings' assets. Action taken by a UCITS to 
ensure  that  the  stock  exchange  value  of  its  units  does  not  significantly  vary  from 
their  net  asset  value  shall  be  regarded  as  equivalent  to  such  re-purchase  or 
redemption. 

3.  ⌦ The ⌫  Such  undertakings  ⌦ referred  to  in  paragraph  2 ⌫  may  be  constituted 
according  to  law,  either  under  the  law  of  contract  (as  common  funds  managed  by 
management  companies)  or  trust  law  (as  unit  trusts)  or  under  statute  (as  investment 
companies). 

For the purposes of this Directive: 

(a) «"common funds"» shall also include unit trusts; 

(b) "units" of UCITS shall also include shares of UCITS. 

(cid:216) new 

EN 

31 

   EN 

 
 
 
 
 
4.  Investment  companies  the  assets  of  which  are  invested  through  the  intermediary  of 
subsidiary companies mainly otherwise than in transferable securities shall not, however, be 
subject to this Directive. 

(cid:208) 85/611/EEC (adapted) 

5.  The  Member  States  shall  prohibit  UCITS  which  are  subject  to  this  Directive  from 
transforming  themselves  into  collective  investment  undertakings  which  are  not  covered  by 
this Directive. 

(cid:208) 85/611/EEC 

(cid:208) 85/611/EEC (adapted) 

6.  Subject  to  the  provisions  governing  capital  movements  and  to  Articles  ⌦ 86,  87  and 
103(1),  subparagraph  2, ⌫  44,  45  and  52(2)  no  Member  State  may  apply  any  other 
provisions  whatsoever  in  the  field  covered  by  this  Directive  to  UCITS  ⌦ established ⌫ 
situated  in  another  Member  State  or  to  the  units  issued  by  such  UCITS,  where  they  market 
their units within its territory. 

7. ⌦ With exception of Articles 1 to 4 and ⌫ Wwithout prejudice to paragraph 6, a Member 
State may apply to UCITS ⌦ established ⌫ situated within its territory requirements which 
are stricter than or additional to those laid down in Article 4 et seq of this Directive, provided 
that they are of general application and do not conflict with the provisions of this Directive. 

(cid:208) 2001/107/EC Art. 1 pt. 1 
(adapted) 
(cid:214) new 

Article 2 1a 

⌦ 1. ⌫ For the purposes of this Directive ⌦ the following definitions shall apply ⌫ : 

(1)  ⌦ (a) ⌫ «"depositary"» shall mean ⌦ means ⌫ any institution entrusted with the 
duties  mentioned  in  Articles  ⌦ 19  and  29 ⌫  7  and  14  and  subject  to  the  other 
provisions laid down in ⌦ Chapter IV and Section 3 of Chapter V ⌫ Sections IIIa 
and IVa; 

(2)  ⌦ (b) ⌫  «"management  company"»  shall  mean  ⌦ means ⌫  any  company,  the 
regular  business  of  which  is  the  management  of  UCITS  in  the  form  of  unit 
investment  companies  (collective  portfolio 
trusts/common  funds  and/or  of 
management of UCITS);this includes the functions mentioned in Annex II; 

(3)  ⌦ (c) ⌫  a  «"management  company's  home  Member  State"»  shall  mean 
⌦ means ⌫ the Member State, in which the management company's ⌦ has its ⌫ 
registered office is situated; 

EN 

32 

   EN 

 
 
 
 
 
(4)  ⌦ (d) ⌫  a  «"management  company's  host  Member  State"»  shall  mean 
⌦ means ⌫  the  Member  State,  other  than  the  home  Member  State,  within  the 
territory of which a management company has a branch or provides services; 

(5)  ⌦ (e) ⌫ a «"UCITS home Member State"» shall means: 

(a) with regard to a UCITS constituted as unit trust/common fund, the Member State 

in which the management company's registered office is situated, 

(b) with regard to a UCITS constituted as an investment company, the Member State 
in which the investment company's registered office is situated (cid:214) the Member 
State in which the UCITS is authorised pursuant to Article 5;  

(f) "investment  company's  home  Member  State"  means  the  Member  State  in  which 

the investment company has its registered office; 

(cid:216) new 

(cid:208) 2001/107/EC Art. 1 pt. 1 
(adapted) 

(6)  ⌦ (g) ⌫  a  «"UCITS  host  Member  State"»  shall  mean ⌦ means ⌫  the  Member 
State, other than the UCITS home Member State, in which the units of the common 
fund/unit trust or of the investment company are marketed; 

(7)  ⌦ (h) ⌫ «"branch"» shall mean ⌦ means ⌫ a place of business which is a part 
of the management company, which has no legal personality and which provides the 
services for which the management company has been authorised; all the places of 
business  set  up  in  the  same  Member  State  by  a  management  company  with 
headquarters in another Member State shall be regarded as a single branch; 

(8)  ⌦ (i) ⌫ «"competent authorities"» shall mean ⌦ means ⌫ the authorities which 
each Member State designates under Article ⌦ 92 ⌫ 49 of this Directive; 

(9)  ⌦ (j) ⌫ «"close links"» shall mean ⌦ means ⌫ a situation as defined in Article 
2(1)  of  Directive  95/26/EC18;⌦in  which  two  or  more  natural  or  legal  persons  are 
linked by either of the following: 

(i) 

(ii) 

"participation",  which  means  the  ownership,  direct  or  by  way  of  control,  of 
20% or more of the voting rights or capital of an undertaking;  

"control", which means the relationship between a “parent undertaking” and a 
“subsidiary” as defined in Articles 1 and 2 of Council Directive 83/349/EEC19 
and in all the cases referred to in Article 1 (1) and (2) of Directive 83/349/EEC, 

18 
19 

OJ L 168, 18.7.1995, p. 7. 
OJ L 193, 18.7.1983, p. 1. 

EN 

33 

   EN 

 
 
 
                                                 
or  a  similar  relationship  between  any  natural  or  legal  person  and  an 
undertaking;⌫  

(10)  ⌦ (k) ⌫  «"qualifying  holdings"»  shall  mean  ⌦ means ⌫  any  direct  or  indirect 
holding in a management company which represents 10 % or more of the capital or 
of  the  voting  rights  or  which  makes  it  possible  to  exercise  a  significant  influence 
over the management of the management company in which that holding subsists.; 

11 

12 

13 

For  the  purpose  of  this  definition,  the  voting  rights  referred  to  in  Article  7  of 
Directive 88/627/EEC20 shall be taken into account;  

«ISD»  shall  means  Council  Directive  93/22/EEC  of  10  May  1993  on  investment 
services in the securities field21; 

«parent undertaking» shall means a parent undertaking as defined in Articles 1 and 2 
of Directive 83/349/EEC22; 

«subsidiary» shall means a subsidiary undertaking as defined in Articles 1 and 2 of 
Directive  83/349/EEC;  any  subsidiary  of  a  subsidiary  undertaking  shall  also  be 
regarded  as  a  subsidiary  of  the  parent  undertaking  which  is  the  ultimate  parent  of 
those undertakings; 

14⌦ (l) ⌫  «"initial  capital"»  shall  mean  ⌦ means ⌫  capital  as  defined  in  ⌦ Article 
57(a)  and  (b)  of  Directive  2006/48/EC  of  the  European  Parliament  and  of  the 
Council ⌫ items 1 and 2 of Article 34(2) of Directive 2000/12/EC23; 

15⌦ (m) ⌫  «"own  funds"»  shall  mean  ⌦ means ⌫  own  funds  as  defined  in  Title  V, 
Chapter  2,  Section  1  of  Directive  ⌦ 2006/48/EC ⌫  2000/12/EC;  this  definition 
may, however, be amended in the circumstances described in Annex V of Directive 
93/6/EEC24. 

(n)  "durable  medium"  means  any  instrument  which enables an investor to store information 
addressed personally to it in a way accessible for future reference for a period of time 
adequate  for  the  purposes  of  the  information  and  which  allows  the  unchanged 
reproduction of the information stored. 

(cid:216) new 

20 
21 

22 
23 

24 

OJ L 348, 17.12.1988, p. 62. 
OJ L 141, 11.6.1993, p. 27. Directive as last amended by Directive 2000/64/EC (OJ L 290, 17.11.2000, 
p. 27). 
OJ L 193, 18.7.1983, p. 1. Directive as last amended by the 1994 Act of Accession. 
OJ L 177, 30.6.2006, p. 1.OJ L 126, 26.5.2000, p. 1. Directive as amended by Directive 2000/28/EC of 
the European Parliament and of the Council (OJ L 275, 27.10.2000, p. 37). 
OJ L 141, 11.6.1993, p. 1. Directive as last amended by Directive 98/33/EC of the European Parliament 
and of the Council (OJ L 204, 21.7.1998, p. 29). 

EN 

34 

   EN 

 
 
                                                 
(cid:208) 2001/108/EC Art. 1 pt. 2 
(adapted) 

⌦(o) ⌫ 8. For the purposes of this Directive«"transferable securities"» shall means: 

⌦ (i) ⌫ 

-  shares  in  companies  and  other  securities  equivalent  to  shares  in 

companies ('"shares"'),; 

⌦ (ii) ⌫ 

- bonds and other forms of securitised debt ('"debt securities"'),; 

⌦ (iii) ⌫  -  any  other  negotiable  securities  which  carry  the  right  to  acquire  any 

such transferable securities by subscription or exchange,. 

excluding the techniques and instruments referred to in Article 21. 

⌦ (p) ⌫  9.  For  the  purposes  of  this  Directive  «"money  market  instruments"»  shall  means 
instruments  normally  dealt  in  on  the  money  market  which  are  liquid,  and  have  a 
value which can be accurately determined at any time.  

(cid:208) 2001/107/EC Art. 1 pt. 1 
(adapted) 

⌦ 2.  For  the  purposes  of  paragraph  1(b),  the  regular  business  of  a  management  company 
shall include the functions mentioned in Annex II.  

3. For the purposes of paragraph 1(h), all the places of business set up in the same Member 
State  by  a  management  company  with its  head  office  in  another  Member  State  shall  be 
regarded as a single branch. 

4. For the purposes of paragraph 1(j)(ii), the following shall apply: 

(a) any subsidiary undertaking of a subsidiary undertaking shall also be considered a 
subsidiary of the parent undertaking which is at the head of those undertakings; 

(b) 

a  situation  in  which  two  or  more  natural  or  legal  persons  are  permanently 
linked  to  one  and  the  same  person  by  a  control  relationship  shall  also  be 
regarded as constituting a close link between such persons.  

5.  For  the  purposes  of  paragraph  1(k),  the  voting  rights  referred  to  in  Article  92  of 
Directive 2001/34/EC  of  the  European  Parliament  and  of  the  Council25 shall  be  taken  into 
account.  

6.  For  the  purposes  of  paragraph  1(m),  Articles  13  to  16  of  Directive  2006/49/EC  of  the 
European Parliament and the Council26 shall apply mutatis mutandis. 

25 
26 

OJ L 184, 6.7.2001, p. 1. 
OJ L 177, 30.6.2006, p. 201. 

EN 

35 

   EN 

 
 
 
                                                 
7. For the purpose of paragraph 1(o), transferable securities shall exclude the techniques and 
instruments referred to in Article 46.⌫ 

(cid:208) 85/611/EEC (adapted) 
(cid:214) new 

Article 3 2 

1. The following ⌦ undertakings ⌫ shall not be UCITS subject to this Directive: 

⌦ (a) ⌫ 

UCITS of the closed-ended type; 

⌦ (b) ⌫ 

UCITS  which  raise  capital  without  promoting  the  sale  of  their  units  to  the 

public within the Community or any part of it; 

⌦ (c) ⌫ 

UCITS  the  units  of  which,  under  the  fund  rules  or  ⌦ the  instruments  of 
incorporation of ⌫ the investment company's instruments of incorporation, may be 
sold only to the public in ⌦ third ⌫ non-member countries; 

⌦ (d) ⌫ 

categories  of  UCITS  prescribed  by  the  regulations  of  the  Member  States  in 
which such UCITS are ⌦ established ⌫ situated, for which the rules laid down in 
⌦ Chapter VII ⌫ Section V and Article ⌦ 78 ⌫ 36 are inappropriate in view of 
their investment and borrowing policies. 

2.  Five  years  after  the  implementation  of  this  Directive  the  Commission  shall  submit  to  the 
Council a report on the implementation of paragraph 1 and, in particular, of its fourth indent. 
If necessary, it shall propose suitable measures to extend the scope. 

Article 4 3 

For the purposes of this Directive, a UCITS shall be deemed to be ⌦ established ⌫ situated 
in  the  Member  State  in  which  the  investment  company  or  the  management  company  of  the 
unit  trust  (cid:214) common  fund   has  its  registered  office;.  TheThe  Member  States ⌦ shall ⌫ 
must require that the head office be situated ⌦ established ⌫ in the same Member State as 
the registered office.  

CHAPTERSECTION II 

Authorizsation of UCITS 

Article 5 4 

1. No UCITS shall carry on activities as such unless it has been authorizsed by the competent 
authorities of the Member State in which it is situated ⌦ established ⌫ , hereinafter referred 
to as 'the competent authorities'.  

EN 

36 

   EN 

 
 
(cid:208) 85/611/EEC 
(cid:214) new 

Such authorisation shall be valid for all Member States. 

2. A unit trust (cid:214) common fund  shall be authorised only if the competent authorities have 
approved  the  management  company,  the  fund  rules  and  the  choice  of  depositary.  An 
investment company shall be authorised only if the competent authorities have approved both 
its instruments of incorporation and the choice of depositary. 

(cid:208) 2001/107/EC Art. 1 pt. 2 
(adapted) 

3. The competent authorities may not authorise a UCITS if the management company or the 
investment  company  do  ⌦ does ⌫  not  comply  with  the  preconditions  laid  down  in  this 
Directive, in ⌦ Chapters ⌫ Sections III and ⌦ V ⌫ IV respectively. 

Moreover,  the  competent  authorities  may  not  authorise  a  UCITS  if  the  directors  of  the 
depositary  are  not  of  sufficiently  good  repute  or  are  not  sufficiently  experienced  also  in 
relation to the type of UCITS to be managed. To that end, the names of the directors of the 
depositary and of every person succeeding them in office must ⌦ shall ⌫ be communicated 
forthwith to the competent authorities. 

Directors  shall  mean  those  persons  who,  under  the  law  or  the  instruments  of  incorporation, 
represent the depositary, or who effectively determine the policy of the depositary. 

⌦ 4. ⌫3a.  The  competent  authorities  shall  not  grant  authorisation  if  the  UCITS  is  legally 
prevented  (e.g. ⌦ for  example, ⌫  through  a  provision  in  the  fund  rules  or  instruments  of 
incorporation) from marketing its units in its home Member State. 

⌦ 5. ⌫ 4. Neither the management company nor the depositary may be replaced, nor may 
the  fund  rules  or  ⌦ the  instruments  of  incorporation  of ⌫  the  investment  company's 
instruments of incorporation be amended, without the approval of the competent authorities. 

(cid:208) 85/611/EEC (adapted) 

EN 

37 

   EN 

 
 
 
 
(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 

CHAPTERSECTION III 

Obligations regarding management companies 

SECTION 1TITLE A 

CONDITIONS FOR TAKING UP BUSINESS 

Article 6 5 

1. Access to the business of management companies is ⌦ shall be ⌫ subject to prior official 
authorisation  to  be  granted  by ⌦ the  competent  authorities  of ⌫  the ⌦ UCITS ⌫  home 
Member  State's  competent  authorities.  Authorisation  granted  under  this  Directive  to  a 
management company shall be valid for all Member States. 

2. No management company may engage in activities other than the management of UCITS 
authorised  according  to  this  Directive  except  the  additional  management  of  other  collective 
investment  undertakings  which  are  not  covered  by  this  Directive  and  for  which  the 
management  company  is  subject  to  prudential supervision  but  which  cannot  be  marketed  in 
other Member States under this Directive. 

The  activity  of  management  of  unit  trusts/common  funds  and  of  investment  companies 
includes ⌦ shall include ⌫  ,  for  the  purpose  of  this  Directive,  the  functions  mentioned  in 
Annex II, which are not exhaustive. 

3.  By  way  of  derogation  from  paragraph  2,  Member  States  may  authorise  management 
companies  to  provide,  in  addition  to  the  management  of  unit  trusts/common  funds  and  of 
investment companies, the following services: 

(a) 

management of portfolios of investments, including those owned by pension funds, 
in  accordance  with  mandates  given  by  investors  on  a  discretionary,  client-by-client 
basis,  where  such  portfolios  include  one  or  more  of  the  instruments  listed  in 
⌦ Annex  I,  Section  C  to  Directive  2004/39/EC ⌫  Section  B  of  the  Annex  to  the 
ISD,; 

(b) 

as non-core services: 

⌦ (i) ⌫ 

investment advice concerning one or more of the instruments  listed in 
⌦ Annex I, Section C to Directive 2004/39/EC ⌫ Section B of the Annex to 
the ISD, 

⌦ (ii) ⌫ 

safekeeping  and  administration  in  relation  to  units  of  collective 

investment undertakings. 

EN 

38 

   EN 

 
 
Management companies may in no case be authorised under this Directive to provide only the 
services mentioned in this paragraph or to provide non-core services without being authorised 
for the service referred to in point (a) ⌦ of the first subparagraph ⌫ . 

(cid:208) 2004/39/EC Art. 66 (adapted) 
(cid:206)1 Corrigendum 2004/39/EC (OJ 
L 45, 16.2.2005, p. 18) 

4. Articles 2(2), 12, 13 and 19 of (cid:206)1 Directive 2004/39/EC of the European Parliament and 
of the Council of 21 April 2004 on markets in financial instruments27 , shall apply to the 
provision of the services referred to in paragraph 3 of this Article by management companies. 

(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 

Article 7 5a 

1. Without prejudice to other conditions of general application laid down by national law, the 
competent authorities shall not grant authorisation to a management company unless ⌦ the 
following conditions are met ⌫ : 

(a) 

the management company has an initial capital of at least EUR 125 000 ⌦ , taking 
into account the following ⌫ : 

⌦ (i) ⌫  Wwhen  the  value  of  the  portfolios  of  the  management  company, 
exceeds  EUR 250 000 000,  the  management  company  shall  be  required  to 
provide  an  additional  amount  of  own  funds.;  tThis  additional  amount  of  own 
funds  shall  be  equal  to  0,02 %  of  the  amount  by  which  the  value  of  the 
portfolios  of  the  management  company  exceeds  EUR 250 000 000.;  tThe 
required  total  of  the  initial  capital  and  the  additional  amount  shall  not, 
however, exceed EUR 10 000 000.; 

⌦ (ii) ⌫ 

fFor  the  purpose  of  this  paragraph,  the  following  portfolios  shall  be 

deemed to be the portfolios of the management company: 

– 

– 

– 

(i) unit trusts/common funds managed by the management company including 
portfolios  for  which  it  has  delegated  the  management  function  but  excluding 
portfolios that it is managing under delegation;, 

(ii)investment  companies  for  which 
designated management company;, 

the  management  company 

is 

the 

(iii)other  collective  investment  undertakings  managed  by  the  management 
company  including  portfolios  for  which  it  has  delegated  the  management 
function but excluding portfolios that it is managing under delegation.; 

27 

OJ L 145, 30.4.2004, p. 1. 

EN 

39 

   EN 

 
 
 
                                                 
⌦ (iii) ⌫ 

iIrrespective of the amount of these requirements, the own funds of the 
management  company  shall  never  be  less  than  the  amount  prescribed  in 
⌦ Article 21 of Directive 2006/49/EC ⌫ Annex IV of Directive 93/6/EEC.; 

⌦ (iv) ⌫  Member States may authorise management companies not to provide up 
to 50 % of the additional amount of own funds referred to in ⌦ point (i) ⌫ 
the first indent if they benefit from a guarantee of the same amount given by a 
credit  institution  or  an  insurance  undertaking.;  tThe  credit  institution  or 
insurance undertaking shall have its registered office in a Member State, or in a 
⌦ third country ⌫ non-Member State provided that it is subject to prudential 
rules considered by the competent authorities as equivalent to those laid down 
in Community law.; 

(v)No  later  than  13  February  2005,  the  Commission  shall  present  a  report  to  the 
European  Parliament  and  the  Council  on  the  application  of  this  capital 
requirement, accompanied where appropriate by proposals for its revision; 

the persons who effectively conduct the business of a management company are of 
sufficiently good repute and are sufficiently experienced also in relation to the type 
of UCITS managed by the management company;. tTo that end, the names of these 
persons  and  of  every  person  succeeding  them  in  office  must  be  communicated 
forthwith  to  the  competent  authorities.;  tThe  conduct  of  ⌦ the  business  of ⌫  a 
management  company's  business  must  be  decided  by  at  least  two  persons  meeting 
such conditions; 

the application for authorisation is accompanied by a programme of activity setting 
out,  inter  alia  ⌦ at  least ⌫  ,  the  organisational  structure  of  the  management 
company; 

both  its  ⌦ the ⌫  head  office  and  its  ⌦ the ⌫  registered  office  ⌦ of  the 
management company ⌫ are located in the same Member State. 

(b) 

(c) 

(d) 

2. Moreover Wwhere close links exist between the management company and other natural or 
legal  persons,  the  competent  authorities  shall  grant  authorisation  only  if  those  ⌦ close 
links ⌫ do not prevent the effective exercise of their supervisory functions. 

The  competent  authorities  shall  also  refuse  authorisation  if  the  laws,  regulations  or 
administrative  provisions  of  a  ⌦ third  ⌫  non-member  country  governing  one  or  more 
natural or legal persons with which the management company has close links, or difficulties 
involved in their enforcement, prevent the effective exercise of their supervisory functions. 

(cid:208) 2001/107/EC Art. 1 pt. 3 

The  competent  authorities  shall  require  management  companies  to  provide  them  with  the 
information  they  require  to  monitor  compliance  with  the  conditions  referred  to  in  this 
paragraph on a continuous basis. 

3.  An  applicant  shall  be  informed,  within  six  months  of  the  submission  of  a  complete 
application, whether or not authorisation has been granted. Reasons shall be given whenever 
an authorisation is refused. 

EN 

40 

   EN 

 
 
4. A management company may start business as soon as authorisation has been granted. 

5.  The  competent  authorities  may  withdraw  the  authorisation  issued  to  a  management 
company subject to this Directive only where that company: 

(a) 

does  not  make  use  of  the  authorisation  within  12  months,  expressly  renounces  the 
authorisation  or  has  ceased  the  activity  covered  by  this  Directive  more  than  six 
months previously unless the Member State concerned has provided for authorisation 
to lapse in such cases; 

(b) 

has obtained the authorisation by making false statements or by any other irregular 
means; 

(c) 

no longer fulfils the conditions under which authorisation was granted; 

(d) 

no longer complies with Directive 93/6/EEC ⌦ 2006/49/EC ⌫ if its authorisation 
also  covers  the  discretionary  portfolio  management  service  referred  to  in  Article  5 
⌦ 6 ⌫ (3)(a) of this Directive; 

(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 

(e) 

has seriously and/or systematically infringed the provisions adopted pursuant to this 
Directive; or 

(f) 

falls within any of the cases where national law provides for withdrawal. 

(cid:208) 2001/107/EC Art. 1 pt. 3 

Article 8 5b 

1.  The  competent  authorities  shall  not  grant  authorisation  to  take  up  the  business  of 
management companies until they have been informed of the identities of the shareholders or 
members,  whether  direct  or  indirect,  natural  or  legal  persons,  that  have  qualifying  holdings 
and of the amounts of those holdings. 

The competent authorities shall refuse authorisation if, taking into account the need to ensure 
the sound and prudent management of a management company, they are not satisfied as to the 
suitability of the aforementioned shareholders or members. 

(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 

2. In the case of branches of management companies that have registered offices outside the 
⌦ Community ⌫  European  Union  and  are  starting  or  carrying  on  business,  the  Member 
States shall not apply provisions that result in treatment more favourable than that accorded to 
branches of management companies that have registered offices in Member States. 

EN 

41 

   EN 

 
 
 
 
3.  The  competent  authorities  of  the  other  Member  State  involved  shall  be  consulted 
beforehand  on  the  authorisation  of  any  management  company  which  is  ⌦ one  of  the 
following ⌫ : 

(a) 

(b) 

a subsidiary of another management company, an investment firm, a credit institution 
or an insurance undertaking authorised in another Member State,; 

a  subsidiary  of  the  parent  undertaking  of  another  management  company,  an 
investment firm, a credit institution or an insurance undertaking authorised in another 
Member State,; or 

(c)  ⌦ a company ⌫ controlled by the same natural or legal persons as control another 
management  company,  an  investment  firm,  a  credit  institution  or  an  insurance 
undertaking authorised in another Member State. 

SECTION 2TITLE B 

RELATIONS WITH THIRD COUNTRIES 

Article 9 5c 

1. Relations with third countries shall be regulated in accordance with the relevant rules laid 
down in Article ⌦ 15 of Directive 2004/39/EC ⌫ 7 of the ISD. 

For the purpose of this Directive, the expressions «"firm/investment firm"» and «"investment 
firms"»  contained  in  Article  ⌦15  of  Directive  2004/39/EC ⌫  7  of  the  ISD  shall  be 
construed  respectively  as  «management  company»  and  «management  companies»;  the 
expression «providing investment services» in Article ⌦ 15(1) of Directive 2004/39/EC ⌫ 
7(2) of the ISD shall be construed as «providing services». 

2.  The  Member  States  shall  also  inform  the  Commission  of  any  general  difficulties  which 
UCITS encounter in marketing their units in any third country. 

SECTION 3TITLE C 

OPERATING CONDITIONS 

Article 10 5d 

1. The competent authorities of the management company's home Member State shall require 
that  the  management  company  which  they  have  authorised  complies  at  all  times  with  the 
conditions  laid  down  in  Article  5  ⌦ 6 ⌫  and  Article  5a  ⌦ 7 ⌫  (1)  and  (2)  of  this 
Directive. 

The own funds of a management company may not fall below the level specified in Article 5a 
⌦ 7 ⌫ (1)(a). If they do, however, the competent authorities may, where the circumstances 

EN 

42 

   EN 

 
justify it, allow such firms a limited period in which to rectify their situations or cease their 
activities. 

2.  The  prudential  supervision  of  a  management  company  shall  be  the  responsibility  of  the 
competent authorities of the ⌦ management company's ⌫ home Member State, whether the 
management company establishes a branch or provides services in another Member State or 
not,  without  prejudice  to  those  provisions  of  this  Directive  which  give  responsibility  to  the 
⌦ competent ⌫ authorities of the ⌦management company's ⌫ host ⌦ Member State ⌫ 
country. 

Article 11 5e 

(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 

1. Qualifying holdings in management companies shall be subject to the same rules as those 
laid down in Article ⌦ 10 of Directive 2004/39/EC ⌫ 9 of the ISD. 

2.  For  the  purpose  of  this  Directive,  the  expressions  «"firm/investment  firm"»  and 
«"investment  firms"»  contained  in  Article ⌦ 10  of  Directive  2004/39/EC ⌫  9  of  the  ISD 
shall  be  construed 
respectively  as  «"management  company"»  and  «"management 
companies"». 

(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 

Article 12 5f 

1.  Each  ⌦management  company's  ⌫  home  Member  State  shall  draw  up  prudential  rules 
which  management  companies,  with  regard  to  the  activity  of  management  of  UCITS 
authorised according to this Directive, shall observe at all times. 

In particular, the competent authorities of the ⌦ management company's ⌫ home Member 
State  having  regard  also  to  the  nature  of  the  UCITS  managed  by  a  management  company, 
shall require that each such company: 

(a) 

has  sound  administrative  and  accounting  procedures,  control  and  safeguard 
internal  control 
arrangements  for  electronic  data  processing  and  adequate 
mechanisms including, in particular, rules for personal transactions by its employees 
or for the holding or management of investments in financial instruments in order to 
invest  own  funds  and  ensuring,  inter  alia  ⌦ at  least ⌫  ,  that  each  transaction 
involving the fund may be reconstructed according to its origin, the parties to it, its 
nature, and the time and place at which it was effected and that the assets of the unit 
trusts/common  funds  or  of  the  investment  companies  managed  by  the  management 
company are invested according to the fund rules or the instruments of incorporation 
and the legal provisions in force; 

EN 

43 

   EN 

 
 
 
(b) 

is  structured  and  organised  in  such  a  way  as  to  minimise  the  risk  of  UCITS'  or 
clients' interests being prejudiced by conflicts of interest between the company and 
its  clients,  between  one  of  its  clients  and  another,  between  one  of  its  clients  and  a 
UCITS  or  between  two  UCITS.  Nevertheless,  where  a  branch  is  set  up,  the 
organisational arrangements may not conflict with the rules of conduct laid down by 
the ⌦ UCITS ⌫ host Member State to cover conflicts of interest. 

2.  Each  management  company  the  authorisation  of  which  also  covers  the  discretionary 
portfolio management service mentioned in Article 5 ⌦ 6 ⌫ (3)(a): 

⌦ (a) ⌫ 

shall not be permitted to invest all or a part of the investor's portfolio in units of 
unit trusts/common funds or of investment companies it manages, unless it receives 
prior general approval from the client,; 

⌦ (b) ⌫ 

shall be subject with regard to the services referred to in Article 5 ⌦ 6 ⌫ (3) 
to the provisions laid down in Directive 97/9/EC of the European Parliament and of 
the Council of 3 March 1997 on investor-compensation schemes28. 

Article 13 5g 

1.  If  Member  States  permit  management  companies  to  delegate  to  third  parties,  for  the 
purpose of a more efficient conduct of the companies' business, to carry out on their behalf 
one  or  more  of  their  own  functions,  ⌦ all  of ⌫  the  following  preconditions  shall  be 
complied with: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

the competent authority must be informed in an appropriate manner; 

the mandate shall not prevent the effectiveness of supervision over the management 
company,  and  in  particular  it  must  not  prevent  the  management  company  from 
acting, or the UCITS from being managed, in the best interests of its investors; 

when the delegation concerns the investment management, the mandate may only be 
given  to  undertakings  which  are  authorised  or  registered  for  the  purpose  of  asset 
management  and  subject  to  prudential  supervision;  the  delegation  must  be  in 
accordance  with  investment-allocation  criteria  periodically  laid  down  by  the 
management companies; 

where  the  mandate  concerns  the  investment  management  and  is  given  to  a  third-
country  undertaking,  cooperation  between  the  supervisory  authorities  concerned 
must be ensured; 

a  mandate  with  regard  to  the  core  function  of  investment  management  shall  not  be 
given to the depositary or to any other undertaking whose interests may conflict with 
those of the management company or the unit-holders; 

measures  shall  exist  which  enable  the  persons  who  conduct  the  business  of  the 
management  company  to  monitor  effectively  at  any  time  the  activity  of  the 
undertaking to which the mandate is given; 

28 

OJ L 84, 26.3.1997, p. 22. 

EN 

44 

   EN 

 
                                                 
(g) 

(h) 

(i) 

the  mandate  shall  not  prevent  the  persons  who  conduct  the  business  of  the 
management company to give at any time further instructions to the undertaking to 
which  functions  are  delegated  and  to  withdraw  the  mandate  with  immediate  effect 
when this is in the interest of investors; 

having regard to the nature of the functions to be delegated, the undertaking to which 
functions  will  be  delegated  must  be  qualified  and  capable  of  undertaking  the 
functions in question;, and 

the UCITS' prospectuses list the functions which the management company has been 
permitted to delegate. 

2. In no case shall the management company's and the depositary's liability be affected by the 
fact  that  the  management  company  delegated  any  functions  to  third  parties,  nor  shall  the 
management company delegate its functions to the extent that it becomes a letter box entity. 

Article 14 5h 

Each Member State shall draw up rules of conduct which management companies authorised 
in  that  Member  State  shall  observe  at  all  times.  Such  rules  shall  implement  at  least  the 
principles  set  out  in  the  following  indents  ⌦ points  (a)  to  (e) ⌫.  These  ⌦ Those ⌫ 
principles shall ensure that a management company: 

(cid:208) 2001/107/EC Art. 1 pt. 3 

(a) 

(b) 

(c) 

(d) 

(e) 

acts honestly and fairly in conducting its business activities in the best interests of the 
UCITS it manages and the integrity of the market; 

acts with due skill, care and diligence, in the best interests of the UCITS it manages 
and the integrity of the market; 

has and employs effectively the resources and procedures that are necessary for the 
proper performance of its business activities; 

tries to avoid conflicts of interests and, when they cannot be avoided, ensures that the 
UCITS it manages are fairly treated, and 

complies  with  all  regulatory  requirements  applicable  to  the  conduct  of  its  business 
activities so as to promote the best interests of its investors and the integrity of the 
market. 

EN 

45 

   EN 

 
 
(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 

SECTION 4TITLE D 

THE RRIGHT OF ESTABLISHMENT AND THE FREEDOM TO PROVIDE SERVICES 

(cid:208) 2001/107/EC Art. 1 pt. 3 

Article 15 6 

1.  Member  States  shall  ensure  that  a  management  company,  authorised  in  accordance  with 
this  Directive  by  the  competent  authorities  of  another  Member  State,  may  carry  on  within 
their territories the activity for which it has been authorised, either by the establishment of a 
branch or under the freedom to provide services. 

2. Member States may not make the establishment of a branch or the provision of the services 
subject to any authorisation requirement, to any requirement to provide endowment capital or 
to any other measure having equivalent effect. 

Article 16 6a 

(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 

1.  In  addition  to  meeting  the  conditions  imposed  in  Articles  ⌦ 6  and  7 ⌫  5  and  5a,  any 
management company wishing to establish a branch within the territory of another Member 
State shall notify the competent authorities of its home Member State. 

(cid:208) 2001/107/EC Art. 1 pt. 3 

2.  Member  States  shall  require  every  management  company  wishing  to  establish  a  branch 
within  the  territory  of  another  Member  State  to  provide  the  following  information  and 
documents, when effecting the notification provided for in paragraph 1: 

(a) 

the  Member  State  within  the  territory  of  which  the  management  company  plans  to 
establish a branch; 

EN 

46 

   EN 

 
 
 
 
 
(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 

(b) 

(c) 

a programme of operations setting out the activities and services according to Article 
5 ⌦ 6 ⌫ (2) and (3) envisaged and the organisational structure of the branch; 

the  address  in  the  ⌦ management  company's ⌫  host  Member  State  from  which 
documents may be obtained;  

(d) 

the names of those responsible for the management of the branch. 

3.  Unless  the  competent  authorities  of  the  ⌦ management  company's ⌫  home  Member 
State  have  reason  to  doubt  the  adequacy  of  the  administrative  structure  or  the  financial 
situation of a management company, taking into account the activities envisaged, they shall, 
within three months of receiving all the information referred to in paragraph 2, communicate 
that  information  to  the  competent  authorities  of  the  ⌦ management  company's ⌫  host 
Member  State  and  shall  inform  the  management  company  accordingly.  They  shall  also 
communicate details of any compensation scheme intended to protect investors. 

Where the  competent authorities of the ⌦ management company's ⌫ home  Member State 
refuse to communicate the information referred to in paragraph 2 to the competent authorities 
of  the  ⌦ management  company's ⌫  host  Member  State,  they  shall  give  reasons  for  their 
refusal  to  the  management  company  concerned  within  two  months  of  receiving  all  the 
information. That refusal or failure to reply shall be subject to the right to apply to the courts 
in the ⌦ management company's ⌫ home Member State. 

(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 
(cid:214) new 

4. Before the branch of a management company starts business, the competent authorities of 
the ⌦ management company's ⌫ host Member State shall, within two months of receiving 
the  information  referred  to  in  paragraph  2,  prepare  for  the  supervision  of  the  management 
company and, if necessary, indicate the conditions, including the rules mentioned in Articles 
⌦ 86 and 87 ⌫ 44 and 45 in force in the ⌦ management company's ⌫ host Member State 
and the rules of conduct to be respected in the case of provision of the portfolio management 
service  mentioned  in  Article  5  ⌦ 6 ⌫  (3)  ⌦ (a) ⌫  and  of  investment  advisory  services 
and custody, under which, in the interest of the general good, that business must be carried on 
in the ⌦ management company's ⌫ host Member State. 

5.  On  receipt  of  a  communication  from  the  competent  authorities  of  the  ⌦ management 
company's ⌫ host Member State or on the expiry of the period provided for in paragraph 4 
without receipt of any communication from those authorities, the branch may be established 
and start business. From that moment the management company may also begin distributing 
the  units  of  the  unit  trusts/common  funds  and  of  the  investment  companies  subject  to  this 
Directive  which  it  manages,  (cid:214) without  prejudice  to  Article  88   .  unless  the  competent 
authorities of the host Member State establish, in a reasoned decision taken before the expiry 
of  that  period  of  two  months to  be  communicated  to  the  competent  authorities  of  the  home 

EN 

47 

   EN 

 
 
 
Member State –that the arrangements made for the marketing of the units do not comply with 
the provisions referred to in Article 44 (1) and Article 45. 

6.  In  the  event  of  change  of  any  particulars  communicated  in  accordance  with  paragraphs 
2(b),  (c)  or  (d),  a  management  company  shall  give  written  notice  of  that  change  to  the 
competent authorities of the ⌦ management company's ⌫ home ⌦ Member State ⌫ and 
⌦ to  the  management  company's ⌫  host  Member  States  at  least  one  month  before 
implementing  the  change  so  that  the  competent  authorities  of  the  ⌦ management 
company's ⌫ home Member State may take a decision on the change under paragraph 3 and 
the competent authorities of the ⌦ management company's ⌫ host Member State may do so 
under paragraph 4. 

(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 

7.  In  the  event  of  a  change  in  the  particulars  communicated  in  accordance  with  the  first 
subparagraph  of  paragraph  3,  the  authorities  of  the  ⌦ management  company's ⌫  home 
Member State shall inform the authorities of the ⌦ management company's ⌫ host Member 
State accordingly. 

Article 17 6b 

1.  Any  management  company  wishing  to  carry  on  business  within  the  territory  of  another 
Member State for the first time under the freedom to provide services shall communicate the 
following information to the competent authorities of its ⌦ the management company's ⌫ 
home Member State: 

(a) 

(b) 

the Member State within the territory of which the management company intends to 
operate; 

a programme of operations stating the activities and services referred to in Article 5 
⌦ 6 ⌫ (2) and (3) envisaged. 

2. The competent authorities of  the ⌦ the  management  company's ⌫ home Member State 
shall, within one month of receiving the information referred to in paragraph 1, forward it to 
the competent authorities of the ⌦ management company's ⌫ host Member State. 

⌦ The  competent  authorities  of  the  management  company's  home  Member  State ⌫  They 
shall  also  communicate  details  of  any  applicable  compensation  scheme  intended  to  protect 
investors. 

3.  The  management  company  may  then  start  business  in  the  ⌦ the  management 
company's ⌫ host Member State notwithstanding the provisions of Article 46 ⌦ 88 ⌫ . 

the  competent  authorities  of 

⌦ 3. ⌫  When  appropriate, 
the  ⌦ the  management 
company's ⌫ host Member State shall, on receipt of the information referred to in paragraph 
1, indicate to the management company the conditions, including the rules of conduct to be 
respected in the case of provision of the portfolio management service mentioned in Article 5 
⌦ 6 ⌫ (3) ⌦ (a) ⌫ and of investment advisory services and custody, with which, in the 

EN 

48 

   EN 

 
 
interest  of  the  general  good,  the  management  company  must  comply  in  the  ⌦ the 
management company's ⌫ host Member State. 

4. Should the content of the information communicated in accordance with paragraph 1(b) be 
amended,  the  management  company  shall  give  notice  of  the  amendment  in  writing  to  the 
competent  authorities  of  the ⌦ management  company's ⌫  home  Member  State  and  of  the 
⌦ management  company's ⌫  host  Member  State  before  implementing  the  change,  so  that 
the  competent  authorities  of  the ⌦ management  company's ⌫  host  Member  State  may,  if 
necessary,  inform  the  company  of  any  change  or  addition  to  be  made  to  the  information 
communicated under paragraph 3. 

5.  A  management  company  shall  also  be  subject  to  the  notification  procedure  laid  down  in 
⌦ paragraphs  1  to  4 ⌫  this  Article  in  cases  where  it  entrusts  a  third  party  with  the 
marketing of the units in a ⌦ management company's ⌫ host Member State. 

(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 
(cid:206)1 2005/1/EC Art. 9 pt. 1(a) 

Article 18 6c 

1. ⌦ Management company's ⌫ hHost Member States may, for statistical purposes, require 
all management companies with branches within their territories to report periodically on their 
activities in those host Member States to the competent authorities of those ⌦ management 
company's ⌫ host Member States. 

2.  In  discharging  their  responsibilities  under  this  Directive,  ⌦ management  company's ⌫ 
host  Member  States  may  require  branches  of  management  companies  to  provide  the  same 
particulars as national management companies for that purpose. 

⌦ Management  company's ⌫  hHost  Member  States  may  require  management  companies, 
carrying on business within their territories under the freedom to provide services, to provide 
the information necessary for the monitoring of their compliance with the standards set by the 
⌦ management  company's ⌫  host  Member  State  that  apply  to  them,  although  those 
requirements may not be more stringent than those which the same Member State imposes on 
established  management  companies  for  the  monitoring  of  their  compliance  with  the  same 
standards. 

3.  Where  the  competent  authorities  of  a ⌦ management  company's ⌫  host  Member  State 
ascertain  that  a  management  company  that  has  a  branch  or  provides  services  within  its 
territory  is  in  breach  of  the  legal  or  regulatory  provisions  adopted  in  that  State  pursuant  to 
those provisions of this Directive which confer powers on the ⌦ management company's ⌫ 
host  Member  State's  competent  authorities,  those  authorities  shall  require  the  management 
company concerned to put an end to its irregular situation. 

4. If the management company concerned fails to take the necessary steps ⌦ to put an end to 
the  irregular  situation  referred  to  in  paragraph  3 ⌫  ,  the  competent  authorities  of  the 
⌦ management company's ⌫ host Member State shall inform the competent authorities of 
the  ⌦ management  company's ⌫  home  Member  State  accordingly.  The  ⌦ competent 

EN 

49 

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authorities  of  the management  company's home  Member  State ⌫ latter  shall,  at  the  earliest 
opportunity, take all appropriate measures to ensure that the management company concerned 
puts an end to its irregular situation. The nature of those measures shall be communicated to 
the competent authorities of the ⌦ management company's ⌫ host Member State. 

latter  may,  after 

5. If, despite the measures taken by the ⌦ management company's ⌫ home Member State 
or  because  such  measures  prove  inadequate  or  are  not  available  in  the  Member  State  in 
question,  the  management  company  persists  in  breaching  the  legal  or  regulatory  provisions 
referred to in paragraph 2 in force in the ⌦ management company's ⌫ host Member State, 
the  ⌦ management 
the 
company's ⌫  home  Member  State,  take  appropriate  measures  to  prevent  or  to  penalise 
further  irregularities  and,  insofar  as  necessary,  to  prevent  that  management  company  from 
initiating  any  further  transaction  within  its  territory.  The  Member  States  shall  ensure  that 
within their territories it is possible to serve the legal documents necessary for those measures 
on management companies. 

the  competent  authorities  of 

informing 

6.  The  foregoing  provisions  of  paragraphs  (3),  (4)  and  (5)  shall  not  affect  the  powers  of 
⌦ management company's ⌫ host Member States to take appropriate measures to prevent 
or  to  penalise  irregularities  committed  within  their  territories  which  are  contrary  to  legal  or 
regulatory  provisions  adopted  in  the  interest  of  the  general  good.  This  shall  include  the 
possibility  of  preventing  offending  management  companies  from  initiating  any  further 
transactions within their territories. 

7. Any measure adopted pursuant to paragraphs 4, 5 or 6 involving penalties or restrictions on 
the  activities  of  a  management  company  must  ⌦ shall ⌫  be  properly  justified  and 
communicated to the management company concerned. Every such measure shall be subject 
to the right to apply to the courts in the Member State which adopted it. 

8. Before following the procedure laid down in paragraphs 3, 4 or 5 the competent authorities 
of  the  ⌦ management  company's ⌫  host  Member  State  may,  in  emergencies,  take  any 
precautionary  measures  necessary  to  protect  the  interests  of  investors  and  others  for  whom 
services  are  provided.  The  Commission  and  the  competent  authorities  of  the  other  Member 
States concerned must ⌦ shall ⌫ be informed of such measures at the earliest opportunity. 

After consulting the competent authorities of the Member States concerned, the Commission 
may decide that the Member State in question must amend or abolish those measures. 

9.  In  the  event  of  the  withdrawal  of  authorisation,  the  competent  authorities  of  the 
⌦ management  company's ⌫  host  Member  State  shall  be  informed  and  shall  take 
appropriate  measures  to  prevent  the  management  company  concerned  from  initiating  any 
further transactions within its territory and to safeguard investors' interests. 

(cid:206)1 Every two years the Commission shall issue a report on such cases.  

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(cid:208) 2001/107/EC Art. 1 pt. 3 
(adapted) 
(cid:206)1 2005/1/EC Art. 9 pt. 1(b) 

10.  The  Member  States  shall  inform  the  Commission  of  the  number  and  type  of  cases  in 
which there have been refusals pursuant to Article 6a ⌦ 16 ⌫ or measures have been taken 
in accordance with paragraph 5 ⌦ of this Article ⌫. 

(cid:206)1 Every two years the Commission shall issue a report on such cases.  

SECTION IIIaCHAPTER IV 

(cid:208) 2001/107/EC Art. 1 pt. 4 

Obligations regarding the depositary 

(cid:208) 85/611/EEC 
(cid:214) new 

Article 19 7 

1.  A  unit  trust's  (cid:214) common  fund's   assets  must  be  entrusted  to  a  depositary  for  safe-
keeping. 

2. A depositary's liability as referred to in Article 9 ⌦ 21 ⌫ shall not be affected by the fact 
that it has entrusted to a third party all or some of the assets in its safe-keeping. 

(cid:208) 85/611/EEC (adapted) 

3. A depositary must ⌦ shall ⌫ , moreover: 

(cid:208) 85/611/EEC 
(cid:214) new 

(a) 

(b) 

(c) 

ensure that the sale, issue, re-purchase, redemption and cancellation of units effected 
on  behalf  of  a  unit  trust  (cid:214) common  fund   or  by  a  management  company  are 
carried out in accordance with the law and the fund rules; 

ensure that the value of units is calculated in accordance with the law and the fund 
rules; 

carry out the instructions of the management company, unless they conflict with the 
law or the fund rules; 

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(d) 

(e) 

ensure  that  in  transactions  involving  a  unit  trust's  (cid:214) common  fund's   assets  any 
consideration is remitted to it within the usual time limits; 

ensure that a unit trust's (cid:214) common fund's  income is applied in accordance with 
the law and the fund rules. 

(cid:208) 85/611/EEC (adapted) 

Article 20 8 

1. A depositary must ⌦ shall ⌫ either have its registered office in the same Member State 
as that of the  management company or be established in that Member State if its registered 
office is in another Member State. 

2. A depositary must ⌦ shall ⌫ be an institution which is subject to public control. It must 
⌦ shall ⌫ also furnish sufficient financial and professional guarantees to be able effectively 
to pursue its business as depositary and meet the commitments inherent in that function. 

3.  The  Member  States  shall  determine  which  of  the  categories  of  institutions  referred  to  in 
paragraph 2 shall be eligible to be depositaries. 

Article 21 9 

A depositary shall, in accordance with the national law of the ⌦ UCITS home Member ⌫ 
State  in  which  the  management  company's  registered  office  is  situated,  be  liable  to  the 
management  company  and  the  unit-holders  for  any  loss  suffered  by  them  as  a  result  of  its 
unjustifiable failure to perform its obligations or its improper performance of them. 

Liability to unit-holders may be invoked either directly or indirectly through the management 
company,  depending  on  the  legal  nature  of  the  relationship  between  the  depositary,  the 
management company and the unit-holders. 

Article 22 10 

1. No single company shall act as both management company and depositary. 

2.  In  the  context  of  their  respective  roles  the  management  company  and  the  depositary 
must⌦ shall ⌫ act independently and solely in the interest of the unit-holders. 

Article 23 11 

The  law  or  the  fund  rules  shall  lay  down  the  conditions  for  the  replacement  of  the 
management company and the depositary and rules to ensure the protection of unit-holders in 
the event of such replacement. 

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(cid:208) 2001/107/EC Art. 1 pt. 5 
(adapted) 

CHAPTER VSECTION IV 

Obligations regarding investment companies 

SECTION 1TITLE A 

CONDITIONS FOR TAKING UP BUSINESS 

Article 24 12 

Access  to  the  business  of  investment  companies  ⌦ company ⌫  shall  be  subject  to  prior 
official authorisation to be granted by the ⌦ competent authorities of investment company's 
⌫ home Member State competent authorities. 

The Member States shall determine the legal form which an investment company must take. 

(cid:208) 85/611/EEC 

Article 25 13 

No investment company may engage in activities other than those referred to in Article 1(2). 

(cid:208) 2001/107/EC Art. 1 pt. 6 
(adapted) 

Article 26 13a 

1. Without prejudice to other conditions of general application laid down by national law, the 
competent authorities ⌦of the investment company's home Member State ⌫ shall not grant 
authorisation  to  an  investment  company  that  has  not  designated  a  management  company 
unless the investment company has a sufficient initial capital of at least EUR 300 000. 

In  addition,  when  an  investment  company  has  not  designated  a  management  company 
authorised pursuant to this Directive ⌦ , the following conditions shall apply ⌫ : 

⌦ (a) ⌫ 

the authorisation shall not be granted unless the application for authorisation is 
accompanied by a programme of activity setting out, inter alia ⌦ at least ⌫ , the 
organisational structure of the investment company; 

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⌦ (b) ⌫ 

the  directors  of  the  investment  company  shall  be  of  sufficiently  good  repute 
and be sufficiently experienced also in relation to the type of business carried out by 
the  investment  company.;  tTo  that  end,  the  names  of  the  directors  and  of  every 
person succeeding them in office must be communicated forthwith to the competent 
authorities.; tThe conduct of an investment company's business must be decided by 
at  least  two  persons  meeting  such  conditions.;  dDirectors  shall  mean  those  persons 
who,  under  the  law  or  the  instruments  of  incorporation,  represent  the  investment 
company, or who effectively determine the policy of the company;  

⌦ (c) ⌫  moreover, where close links exist between the investment company and other 
natural  or  legal  persons,  the  competent  authorities  shall  grant  authorisation  only  if 
those  ⌦ close  links ⌫  do  not  prevent  the  effective  exercise  of  their  supervisory 
functions. 

The competent authorities ⌦ of the investment company's home Member State ⌫ shall also 
refuse authorisation if the laws, regulations or administrative provisions of a ⌦ third ⌫ non-
member  country  governing  one  or  more  natural  or  legal  persons  with  which  the  investment 
company  has  close  links,  or  difficulties  involved  in  their  enforcement,  prevent  the  effective 
exercise of their supervisory functions. 

The  competent  authorities  ⌦ of  the  investment  company's  home  Member  ⌫  State  shall 
require investment companies to provide them with the information they ⌦ need ⌫ require.  

2.  An  applicant  shall  be  informed,  within  six  months  of  the  submission  of  a  complete 
application, whether or not authorisation has been granted. Reasons shall be given whenever 
an authorisation is refused. 

3. An investment company may start business as soon as authorisation has been granted. 

4.  The  competent  authorities ⌦ of  the  investment  company's  home  Member  State ⌫  may 
withdraw  the  authorisation  issued  to  an  investment  company  subject  to  this  Directive  only 
where that company: 

(a) 

(b) 

(c) 

(d) 

does  not  make  use  of  the  authorisation  within  12  months,  expressly  renounces  the 
authorisation or has ceased the activity covered by this Directive more than 6 months 
previously  unless  the  Member  State  concerned  has  provided  for  authorisation  to 
lapse in such cases; 

has obtained the authorisation by making false statements or by any other irregular 
means; 

no longer fulfils the conditions under which authorisation was granted; 

has seriously and/or systematically infringed the provisions adopted pursuant to this 
Directive; or 

(e) 

falls within any of the cases where national law provides for withdrawal. 

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SECTION 2TITLE B 

OPERATING CONDITIONS 

Article 27 13b 

Articles ⌦ 13  and 14 ⌫ 5g and  5h  shall  apply mutatis mutandis to investment  companies 
that have not designated a management company authorised pursuant to this Directive.  

For  the  purpose  of  this  Article  «management  company»  shall  be  construed  as  «investment 
company». 

Investment companies may only manage assets of their own portfolio and may not, under any 
circumstances, receive any mandate to manage assets on behalf of a third party. 

Article 28 13c 

Each ⌦ investment company's ⌫ home Member State shall draw up prudential rules which 
shall  be  observed  at  all  times  by  investment  companies  that  have  not  designated  a 
management company authorised pursuant to this Directive. 

In  particular,  the  competent  authorities  of  the  ⌦ investment  company's ⌫  home  Member 
State,  having  regard  also  to  the  nature  of  the  investment  company,  shall  require  that  the 
company  has  sound  administrative  and  accounting  procedures,  control  and  safeguard 
arrangements  for  electronic  data  processing  and  adequate  internal  control  mechanisms 
including, in particular, rules for personal transactions by its employees or for the holding or 
management  of  investments  in  financial  instruments  in  order  to  invest  its  initial  capital  and 
ensuring,  inter  alia  ⌦ at  least ⌫  ,  that  each  transaction  involving  the  company  may  be 
reconstructed  according  to  its  origin,  the  parties  to  it,  its  nature,  and  the  time  and  place  at 
which it was effected and that the assets of the investment company are invested according to 
the instruments of incorporation and the legal provisions in force. 

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(cid:208) 2001/107/EC Art. 1 pt. 7 

SECTION IVASECTION 3 

OBLIGATIONS REGARDING THE DEPOSITARY 

(cid:208) 85/611/EEC (adapted) 

Article 29 14 

1.  An  investment  company's  assets ⌦ shall ⌫  must  be  entrusted  to  a  depositary  for  safe-
keeping. 

2. A depositary's liability  as  referred to  in Article 16 ⌦ 31 ⌫ shall not be affected  by the 
fact that it has entrusted to a third party all or some of the assets in its safe-keeping. 

3. A depositary must ⌦ shall ensure the following ⌫ , moreover: 

(a) 

(b) 

(c) 

ensure that the sale, issue, re-purchase, redemption and cancellation of units effected 
by or on behalf of a company are carried out in accordance with the law and with the 
company's instruments of incorporation; 

ensure that in transactions involving a company's assets any consideration is remitted 
to it within the usual time limits; 

ensure  that  a  company's  income  is  applied  in  accordance  with  the  law  and  its 
instruments of incorporation. 

A⌦  Investment  company's  home  Member  States ⌫Member  State  may  decide  that 
4. 
investment  companies  ⌦established  ⌫situated  within  ⌦on  their  ⌫its  territory  which 
market their units exclusively through one or more stock exchanges on which their units are 
admitted  to  official  listing  shall  not  be  required  to  have  depositaries  within  the  meaning  of 
this Directive. 

Articles ⌦ 71, 79 and 80 ⌫ 34, 37 and 38 shall not apply to such companies. However, the 
rules for the valuation of such companies' assets must ⌦ shall ⌫ be stated in law or in their 
instruments of incorporation. 

5.  A⌦  Investment  company's  home  Member  States  ⌫Member  State  may  decide  that 
investment  companies  ⌦established  ⌫situated  within  ⌦on  their  ⌫  its  territory  which 
market at least 80 % of their units through one or more stock exchanges designated in their 
instruments of incorporation shall not be required to have depositaries within the meaning of 
this Directive provided that their units are admitted to official listing on the stock exchanges 
of  those  Member  States  within  the  territories  of  which  the  units  are  marketed,  and  that  any 
transactions which such a company may effect outwith stock exchanges are effected at stock 
exchange prices only. 

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⌦ The instruments of incorporation of ⌫ aA company's instruments of incorporation must 
⌦ shall ⌫ specify the stock exchange in the country of marketing the prices on which shall 
determine  the  prices  at  which  that  company  will  effect  any  transactions  outwith  stock 
exchanges in that country. 

A  Member  State  shall  avail  itself  of  this  ⌦ the  derogation  provided  for  in  the  first 
subparagraph ⌫  the  option  provided  for  in  the  preceding  subparagraph  only  if  it  considers 
that  unit-holders  have  protection  equivalent  to  that  of  unit-holders  in  UCITS  which  have 
depositaries within the meaning of this Directive. 

In  particular,  such  companies  and  the  companies  referred  to  in  paragraph  4,  ⌦ shall ⌫ 
must: 

(a) 

(b) 

(c) 

in  the  absence  of  provision  in  law,  state  in  their  instruments  of  incorporation  the 
methods of calculation of the net asset values of their units; 

intervene  on  the  market  to  prevent  the  stock  exchange  values  of  their  units  from 
deviating by more than 5 % from their net asset values; 

establish  the  net  asset  values  of  their  units,  communicate  them  to  the  competent 
authorities at least twice a week and publish them twice a month. 

At least twice a month, an independent auditor must ⌦ shall ⌫ ensure that the calculation 
of the value of units is effected in accordance with the law and the company's instruments of 
incorporation ⌦ of the company ⌫. 

On  such  occasions,  the  auditor  must  ⌦ shall ⌫  make  sure  that  the  company's  assets  are 
invested  in  accordance  with  the  rules  laid  down  by  law  and  the  company's  instruments  of 
incorporation ⌦ of the company ⌫ . 

6.  The  Member  States  shall  inform  the  Commission  of  the  identities  of  the  companies 
benefiting from the derogations provided for in paragraphs 4 and 5. 

Article 30 15 

1. A depositary ⌦ shall ⌫ must either have its registered office in the same Member State 
as  that  of  the  investment  company  or  be  established  in  that  Member  State  if  its  registered 
office is in another Member State. 

2.  A  depositary  ⌦ shall ⌫  must  be  an  institution  which  is  subject  to  public  control.  It 
⌦ shall ⌫  must  also  furnish  sufficient  financial  and  professional  guarantees  to  be  able 
effectively  to  pursue  its  business  as  depositary  and  meet  the  commitments  inherent  in  that 
function. 

3.  The  Member  States  shall  determine  which  of  the  categories  of  institutions  referred  to  in 
paragraph 2 shall be eligible to be depositaries. 

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Article 31 16 

A depositary shall, in accordance with the national law of the ⌦ investment company's home 
Member ⌫ State in which the investment company's registered office is situated, be liable to 
the investment company and the unit-holders for any loss suffered by them as a result of its 
unjustifiable failure to perform its obligations, or its improper performance of them.  

Article 32 17 

1. No single company shall act as both investment company and depositary. 

2.  In  carrying  out  its  role  as  depositary,  the  depositary  ⌦ shall ⌫  must  act  solely  in  the 
interests of the unit-holders. 

Article 33 18 

The law or ⌦ the instruments of incorporation of ⌫ the investment company's instruments 
of incorporation shall lay down the conditions for the replacement of the depositary and rules 
to ensure the protection of unit-holders in the event of such replacement. 

(cid:216) new 

CHAPTER VI 

Mergers of UCITS 

SECTION 1 

PRINCIPLE, AUTHORISATION AND APPROVAL 

Article 34 

This Chapter shall apply in relation to any of the following operations, hereinafter "mergers": 

(a) 

(b) 

an operation whereby one or more UCITS or investment compartments thereof, the 
'merging  UCITS',  on  being  dissolved  without  going  into  liquidation,  transfer  all  of 
their assets and liabilities to another existing UCITS or an investment compartment 
thereof, the 'receiving UCITS', in exchange for the issue to their unit-holders of units 
of the receiving UCITS and, if applicable, a cash payment not exceeding 10% of the 
net asset value of those units; 

an operation whereby two or more UCITS or investment compartments thereof, the 
'merging  UCITS',  on  being  dissolved  without  going  into  liquidation,  transfer  all  of 
their assets and liabilities to a UCITS which they form or an investment compartment 

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thereof, the 'receiving UCITS', in exchange for the issue to their unit-holders of units 
of the receiving UCITS and, if applicable, a cash payment not exceeding 10% of the 
net asset value of those units; 

(c) 

an operation whereby one or more UCITS or investment compartments thereof, the 
'merging UCITS', on being dissolved without going into liquidation, transfer their net 
assets  to  another  existing  UCITS  or  an  investment  compartment  thereof,  the 
'receiving UCITS', following which the outstanding liabilities of the merging UCITS 
will be discharged at a subsequent time. 

For the purposes of this Chapter, a UCITS shall include investment compartments thereof. 

Article 35 

Member States shall, subject to the conditions set out in this Section and irrespective of the 
manner in which UCITS are constituted as set out in Article 1(3), allow for mergers between:  

(a) 

(b) 

UCITS established within their territories;  

UCITS  established  within  their  territories  and  UCITS  established  within  the 
territories of other Member States. 

Article 36 

1. Mergers shall be subject to prior authorisation by the competent authorities of the merging 
UCITS home Member State. 

2.  The  merging  UCITS  shall  provide  all  the  following  information  to  the  competent 
authorities of its home Member State: 

(a) 

(b) 

(c) 

the  common  draft  terms  of  the  proposed  merger  duly  approved  by  the  competent 
management or administrative body of the merging UCITS and the receiving UCITS; 

an  up-to-date  version  of  the  prospectus  and  the  key  investor  information  of  the 
receiving UCITS, as referred to in Article 73, if established in another Member State;  

a  certificate  issued  by  the  depositaries  of  the  merging  and  the  receiving  UCITS 
confirming that they have verified compliance of the common draft terms of merger 
with  this  Directive  and  the  fund  rules  or  instruments  of  incorporation  of  their 
respective UCITS and indicating their conclusions in this respect; 

(d) 

the information on the proposed merger it intends to provide to its unit-holders. 

3.  The  competent  authorities  of  the  merging  UCITS  home  Member  State  shall  consider  the 
potential impact of the proposed merger on unit-holders of both the merging UCITS and the 
receiving UCITS and when doing so, shall consult the competent authorities of the receiving 
UCITS  home  Member  State  unless  they  consider  that  the  potential  impact  of  the  proposed 
merger on the unit-holders of the receiving UCITS is negligible.  

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If the competent authorities of the merging UCITS home Member State consider it necessary, 
they may require that the information to unit-holders of the merging UCITS be clarified. 

If  the  competent  authorities  of  the  merging  UCITS  home  Member  State  decide  that  the 
proposed merger might have a substantial impact on the unit-holders of the receiving UCITS, 
they  shall  inform  the  competent  authorities  of  the  receiving  UCITS  home  Member  State, 
which  shall  require  that  appropriate  and  accurate  information  on  the  proposed  merger  is 
provided to unit-holders of the receiving UCITS. 

4. The competent authorities of the merging UCITS home Member State shall authorise the 
proposed merger if the following conditions are met: 

(a) 

(b) 

(c) 

the proposed merger complies with all of the requirements of Articles 36, 37, 38 and 
39;  

the receiving UCITS has been notified, in accordance with Article 88, to market its 
units in all Member States where the merging UCITS is either authorised or has been 
notified to market its units in accordance with Article 88;  

after having considered the potential impact of the proposed merger on unit-holders 
in  accordance  with  paragraph  3,  the  competent  authorities  are  satisfied  with  the 
proposed  information  to  be  provided  to  unit-holders  of  the  merging  UCITS,  and 
where applicable, of the receiving UCITS. 

5.  The  competent  authorities  of  the  merging  UCITS  home  Member  State  shall  inform  the 
merging UCITS, within at the latest 30 days of the submission of a complete file, whether or 
not the merger has been authorised.  

Reasons shall be given whenever an authorisation is refused.  

The competent authorities of the merging UCITS home  Member State shall also inform the 
competent authorities of the receiving UCITS home Member State of their decision. 

Article 37 

1.  Member  States  shall  require  that  the  management  or  administrative  body  of  the  merging 
UCITS and of the receiving UCITS draw up common draft terms of merger.  

The common draft terms of merger shall include the following particulars: 

(a) 

(b) 

(c) 

(d) 

identification of the type of merger and of the UCITS involved; 

the background to and the rationale for the proposed merger; 

the expected impact of the proposed merger on the unit-holders of both the merging 
UCITS and the receiving UCITS; 

the criteria adopted for valuation of the assets and, where applicable, the liabilities on 
the planned effective date of the merger;  

(e) 

the calculation method of the exchange ratio; 

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(f) 

(g) 

the planned effective date of the merger;  

the fund rules or instruments of incorporation of the receiving UCITS. 

2. The merging UCITS and the receiving UCITS may decide to include further items in the 
common draft terms of merger. 

SECTION 2 

THIRD PARTY CONTROL, INFORMATION OF UNIT-HOLDERS AND OTHER RIGHTS 
OF UNIT-HOLDERS 

Article 38 

Member States shall require that the depositaries of the merging UCITS and of the receiving 
UCITS verify the conformity of the common draft terms of merger with this Directive and the 
fund rules or instruments of incorporation of their respective UCITS.  

Article 39 

1.  Member  States  shall  require  that  an  independent  auditor,  approved  in  accordance  with 
Directive  2006/43/EC  of  the  European  Parliament  and  of  the  Council29,  validate  the 
following: 

(a) 

the criteria adopted for valuation of the assets and, where applicable, the liabilities on 
the planned effective date of the merger;  

(b) 

the calculation method of the exchange ratio. 

2. The statutory auditors of the merging UCITS or the receiving UCITS shall be considered 
independent auditors for the purposes of paragraph 1. 

3. A copy of the report of the independent auditor shall be made available on request and free 
of charge to the unit-holders of both the merging UCITS and the receiving UCITS. 

Article 40 

1.  Member  States  shall  require  the  merging  UCITS  to  provide  appropriate  and  accurate 
information on the proposed merger to its or their unit-holders so as to enable the unit-holders 
to make an informed decision of the impact of the proposal on their investment. 

2.  The  competent  authorities  of  the  receiving  UCITS  home  Member  State  shall  require  the 
receiving UCITS to provide appropriate and accurate information on the proposed merger to 
its  unit-holders  if  so  requested  by  the  competent  authorities  of  the  merging  UCITS  home 
Member State in accordance with Article 36(3).  

29 

OJ L 157, 9.6.2006, p. 87. 

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3.  The  information  shall  be  provided  to  unit-holders  only  after  the  competent  authorities  of 
the merging UCITS home Member State have authorised the proposed merger under Article 
36.  

It  shall  be  provided  not  less  than  30  days  before  the  date  of  the  general  meeting  of  unit-
holders as referred to in Article 41 or, if no such general meeting of unit-holders is provided 
for under national law, not less than 30 days before the proposed effective date of the merger. 

4.  The  information  to  be  provided  to  unit-holders  of  the  merging  UCITS  and,  where 
applicable,  the  receiving  UCITS,  shall  include  appropriate  and  accurate  information  on  the 
proposed merger such as to enable them to take an informed decision on the possible impact 
thereof on their investment and to exercise their rights under Articles 41 and 42.  

It shall include at least the following: 

(a) 

(b) 

(c) 

(d) 

(e) 

the background to and the rationale of the proposed merger; 

the possible impact of the proposed merger on unit-holders, including but not limited 
to  any  material  differences  in  respect  of  investment  policy  and  strategy,  costs, 
expected outcome, periodic reporting and possible dilution in performance; 

any specific rights unit-holders have in relation to the proposed merger, including but 
not limited to the right to obtain additional information, the right to obtain a copy of 
the  report  of  the  independent  auditor  on  request,  and  the  right  to  request  the  re-
purchase or redemption of their units without charge as specified in Article 42; 

the relevant procedural aspects and the planned effective date of the merger;  

a  copy  of  the  key  investor  information  referred  to  in  Article  73  of  the  receiving 
UCITS. 

5.  If  the  merging  UCITS  and,  where  applicable,  the  receiving  UCITS,  has  been  notified  in 
accordance with Article 88, the information referred to in paragraph 4 shall be provided in the 
official language, or one of the official languages, of the merging UCITS host Member State 
and, where applicable the receiving UCITS host Member State, or in a language approved by 
their competent authorities. The translation shall be produced under the responsibility of the 
UCITS  required  to  provide  the  information.  It  shall  faithfully  reflect  the  content  of  the 
original information. 

6. The Commission may adopt implementing measures specifying the detailed content, format 
and way to provide the information referred to in paragraphs 1, 2 and 4. 

this  Directive  by 
Those  measures,  designed 
supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny 
referred to in Article 107 (2). 

to  amend  non-essential  elements  of 

Where  the  national  laws  of  Member  States  require  approval  by  the  unit-holders  of  mergers 
between UCITS, Member States shall ensure that such approval does not require more than 

Article 41 

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75% of the votes actually cast by unit-holders present or represented at the general meeting of 
unit-holders. 

The  first  paragraph  shall  be  without  prejudice  to  any  presence  quorum  provided  for  under 
national laws. 

Article 42 

1. The laws of Member States shall provide that unit-holders of both the merging UCITS and 
the receiving UCITS have the right to request the re-purchase or redemption of their units or, 
where possible, to convert them into units in another UCITS with similar investment policies, 
without  charge.  This  right  shall  become  effective  from  the  moment  the  unit-holders  of  the 
merging UCITS and, where applicable, those of the receiving UCITS, have been informed of 
the proposed merger. It shall cease to exist on the effective date of the merger.  

2. For mergers between UCITS, by way of derogation from Article 79(1), Member States may 
allow  the  competent  authorities  to  require  or  to  allow  the  temporary  suspension  of  the  re-
purchase or redemption of units provided that such suspension is justified for the protection of 
the unit-holders. 

SECTION 3 

COSTS AND ENTRY INTO EFFECT 

Article 43 

Member States shall ensure that any legal, advisory or administrative costs associated with the 
preparation  and  the  completion  of  the  merger  shall  not  be  charged,  either  directly  or 
indirectly, to the merging UCITS, the receiving UCITS or any of their unit-holders. 

Article 44 

1.  Member  States  shall  provide  that  the  merger  shall  take  effect  as  soon  as  all  assets,  and 
where  applicable,  all  liabilities  have  been  transferred  from  the  merging  UCITS  to  the 
receiving UCITS and unit-holders in the merging UCITS have received units in the receiving 
UCITS in exchange for their units in the merging UCITS. 

2. The depositaries of the merging UCITS and the receiving UCITS shall be responsible for 
the actual transfer of assets from the merging UCITS to the receiving UCITS. 

3. The entry into effect of the merger shall be made public through all appropriate means in 
the manner prescribed by the laws of the receiving UCITS home Member State.  

4. Member States shall also ensure that the entry into effect of the merger be made public on 
the website of both the competent authorities of the merging UCITS home Member State and 
of the competent authorities of the receiving UCITS home Member State. 

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5. A merger which has taken effect as provided for in paragraph 1 may not be declared null 
and void. 

(cid:208) 85/611/EEC (adapted) 
(cid:214) new 

CHAPTER VIISECTION V 

Obligations concerning the investment policies of UCITS 

Article 45 19 

1.  The  investments  of  a  unit  trust  (cid:214) common  fund   or  of  an  investment  company 
⌦ shall ⌫ must consist solely of ⌦ any one or more of the following ⌫: 

(a) 

transferable  securities  and  money  market  instruments  admitted  to  or  dealt  in  on  a 
regulated  market  within  the  meaning  of  ⌦ point  (14)  of ⌫  Article  ⌦ 4(1)  of 
Directive 2004/39/EC ⌫ 1(13) of the ISD, and/or 

(cid:208) 2001/108/EC Art. 1 pt. 3 
(adapted) 

(cid:208) 85/611/EEC (adapted) 
(cid:206)1 2001/108/EC Art. 1 pt. 4 

(b) 

(c) 

transferable  securities  (cid:206)1 and  money  market  instruments   dealt  in  on  another 
regulated market in a Member State which operates regularly and is recognised and 
open to the public, and/or; 

transferable  securities  (cid:206)1 and  money  market  instruments   admitted  to  official 
listing on a stock exchange in a ⌦ third country ⌫ non-member State or dealt in on 
another regulated market in a ⌦ third country ⌫ non-member State which operates 
regularly and is recognised and open to the public provided that the choice of stock 
exchange  or  market  has  been  approved  by  the  competent  authorities  or  is  provided 
for  in  law  or  the  fund  rules  or  ⌦ the  instruments  of  incorporation  of ⌫  the 
investment company's instruments of incorporation, and/or; 

(d) 

recently issued transferable securities, provided that: 

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(cid:208) 85/611/EEC (adapted) 
(cid:206)1 2001/108/EC Art. 1 pt. 5 

⌦ (i) ⌫ 

the terms of issue include an undertaking that application will be made 
for  admission  to  official  listing  on  a  stock  exchange  or  to  another  regulated 
market  which  operates  regularly  and  is  recognised  and  open  to  the  public, 
provided that the choice of stock exchange or market has been approved by the 
competent  authorities  or  is  provided  for  in  law  or  the  fund  rules  or  ⌦ the 
instruments  of  incorporation  of ⌫  the  investment  company's  instruments  of 
incorporation,; 

⌦ (ii) ⌫ 

such  ⌦ the ⌫  admission  ⌦ referred  to  in  point  (i) ⌫  is  secured 

within a year of issue, (cid:206)1 and/or;  

(cid:208) 2001/108/EC Art. 1 pt. 5 
(adapted) 

(e) 

units  of  UCITS  authorised  according  to  this  Directive  and/or  other  collective 
investment undertakings within the meaning of the first and second indent of Article 
1(2)⌦ (a) and (b) ⌫, should they be ⌦ established ⌫ situated in a Member State 
or not, provided that: 

⌦ (i) ⌫ 

such other collective investment undertakings are authorised under laws 
which  provide  that  they  are  subject  to  supervision  considered  by  the 
⌦ competent  authorities  of  the ⌫  UCITS  ⌦ home  Member  State ⌫  ' 
competent  authorities  to  be  equivalent  to  that  laid  down  in  Community  law, 
and that cooperation between authorities is sufficiently ensured,; 

⌦ (ii) ⌫ 

the level of protection for unit-holders in the other collective investment 
undertakings is equivalent to that provided for unit-holders in a UCITS, and in 
particular  that  the  rules  on  assets  segregation,  borrowing,  lending,  and 
uncovered  sales  of  transferable  securities  and  money  market  instruments  are 
equivalent to the requirements of this Directive,; 

⌦ (iii) ⌫ 

the business of the other collective investment undertakings is reported 
in  half-yearly  and  annual  reports  to  enable  an  assessment  to  be  made  of  the 
assets and liabilities, income and operations over the reporting period,; 

⌦ (iv) ⌫  no  more  than  10 %  of  the  UCITS'  or  the  other  collective  investment 
undertakings' assets, whose acquisition is contemplated, can, according to their 
fund rules or instruments of incorporation, be invested in aggregate in units of 
other UCITS or other collective investment undertakings, and/or 

(f) 

deposits with credit institutions which are repayable on demand or have the right to 
be  withdrawn,  and  maturing  in  no  more  than  12  months,  provided  that  the  credit 
institution has its registered office in a Member State or, if the registered office of the 
credit  institution  has  its  registered  office  is  situated  in  a  ⌦ third  country ⌫  non-
Member  State,  provided  that  it  is  subject  to  prudential  rules  considered  by  the 

EN 

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competent ⌦ authorities of the UCITS home Member State ⌫ UCITS' competent 
authorities as equivalent to those laid down in Community law, and/or 

(g) 

financial derivative instruments, including equivalent cash-settled instruments, dealt 
in on a regulated market referred to in subparagraphs ⌦ points ⌫ (a), (b) and (c); 
and/or financial derivative instruments dealt in over-the-counter (hereinafter referred 
to as "OTC derivatives"), provided that: 

⌦ (i) ⌫ 

the  underlying  consists  of  instruments  covered  by  this  paragraph, 
financial indices, interest rates, foreign exchange rates or currencies, in which 
the  UCITS  may  invest  according  to  its  investment  objectives  as  stated  in 
⌦ its ⌫ the UCITS' fund rules or instruments of incorporation, 

⌦ (ii) ⌫ 

the  counterparties  to  OTC  derivative  transactions  are  institutions 
subject to prudential supervision, and belonging to the categories approved by 
the UCITS' competent authorities ⌦ of the UCITS home Member State ⌫ , 
and, 

⌦ (iii) ⌫ 

the OTC derivatives are subject to reliable and verifiable valuation on a 
daily basis and can be sold, liquidated or closed by an offsetting transaction at 
any time at their fair value at the UCITS' initiative, and/or 

(h) 

money market instruments other than those dealt in on a regulated market, which fall 
under Article ⌦ 2(1)(p) ⌫ 1(9), if the issue or issuer of such instruments is itself 
regulated for the purpose of protecting investors and savings, and provided that they 
are: 

⌦ (i) ⌫ 

issued or guaranteed by a central, regional or local authority or central 
bank  of  a  Member  State,  the  European  Central  Bank,  the ⌦ Community ⌫ 
European Union or the European Investment Bank, a ⌦ third country ⌫ non-
Member State or, in the case of a Federal State, by one of the members making 
up  the  federation,  or  by  a  public  international  body  to  which  one  or  more 
Member States belong, or 

⌦ (ii) ⌫ 

issued  by  an  undertaking  any  securities  of  which  are  dealt  in  on 

regulated markets referred to in subparagraphs ⌦ points ⌫ (a), (b) or (c), or 

⌦ (iii) ⌫ 

issued  or  guaranteed  by  an  establishment  subject  to  prudential 
supervision,  in  accordance  with  criteria  defined  by  Community  law,  or  by  an 
establishment which is subject to and complies with prudential rules considered 
by  the  competent  authorities  to  be  at  least  as  stringent  as  those  laid  down  by 
Community law, or; 

⌦ (iv) ⌫ 

issued  by  other  bodies  belonging  to  the  categories  approved  by  the 
competent  authorities  ⌦ of  UCITS  home  Member  State ⌫  UCITS' 
competent authorities provided that investments in such instruments are subject 
to  investor  protection  equivalent  to  that  laid  down  in  ⌦ points  (i),  (ii)  or 
(iii) ⌫ the first, the second or the third indent and provided that the issuer is a 
company  whose  capital  and  reserves  amount  to  at  least  EUR 10  million  and 

EN 

66 

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which  presents  and  publishes  its  annual  accounts  in  accordance  with 
⌦ Council ⌫ Directive 78/660/EEC30, is an entity which, within a group of 
companies which includes one or several listed companies, is dedicated to the 
financing  of  the  group  or  is  an  entity  which  is  dedicated  to  the  financing  of 
securitisation vehicles which benefit from a banking liquidity line. 

(cid:208) 85/611/EEC 
(cid:206)1 2001/108/EC Art. 1 pt. 6 

2. However: 

(a) 

a  UCITS  may  invest  no  more  than  10  %  of  its  assets  in  transferable  securities 
(cid:206)1 and money market instruments  other than those referred to in paragraph 1; 

(cid:208) 85/611/EEC (adapted) 
(cid:214) new 

(⌦ b ⌫ c)  an investment company may acquire movable and immovable property which 

is essential for the direct pursuit of its business; 

(⌦ c ⌫ d)  a  UCITS  may  not  acquire  either  precious  metals  or  certificates  representing 

them. 

⌦ 3 ⌫  4.  Unit  trusts  (cid:214) Common  funds   and  investment  companies  may  hold  ancillary 
liquid assets. 

(cid:208) 2001/108/EC Art. 1 pt. 9 
(adapted) 

Article 46 21 

1.  The  management  or  investment  company  ⌦ shall ⌫  must  employ  a  risk-management 
process which enables it to monitor and measure at any time the risk of the positions and their 
contribution to the overall risk profile of the portfolio;.  

Iit ⌦ shall ⌫ must employ a process for accurate and independent assessment of the value 
of OTC ⌦ derivatives ⌫ derivative instruments.  

It  ⌦ shall ⌫  must  communicate  to  the  competent  authorities  regularly  and  in  accordance 
with  the  detailed  rules  they  shall  define,  the  types  of  derivative  instruments,  the  underlying 
risks, the quantitative limits and the methods which are chosen in order to estimate the risks 
associated with transactions in derivative instruments regarding each managed UCITS. 

30 

Fourth Council Directive 78/660/EEC of 25 July 1978 based on Article 54(3)(g) of the Treaty on the 
annual accounts of certain types of companies (OJ L 222, 14.8.1978, p. 11). Directive as last amended 
by Directive 1999/60/EC (OJ L 162, 26.6.1999, p. 65). 

EN 

67 

   EN 

 
 
 
 
                                                 
2. The Member States may authorise UCITS to employ techniques and instruments relating to 
transferable  securities  and  money  market  instruments  under  the  conditions  and  within  the 
limits  which  they  lay  down  provided  that  such  techniques  and  instruments  are  used  for  the 
purpose of efficient portfolio management. 

When these operations concern the use of derivative instruments, these conditions and limits 
shall conform to the provisions laid down in this Directive. 

Under  no  circumstances  shall  these  operations  cause  the  UCITS  to  diverge  from  its 
investment objectives as laid down in the UCITS' fund rules, instruments of incorporation or 
prospectus. 

3. A UCITS shall ensure that its global exposure relating to derivative instruments does not 
exceed the total net value of its portfolio. 

The exposure is calculated taking into account the current value of the underlying assets, the 
counterparty risk, future market movements and the time available to liquidate the positions. 
This shall also apply to the following ⌦ the third and fourth ⌫ subparagraphs. 

A  UCITS  may  invest,  as  a  part  of  its  investment  policy  and  within  the  limit  laid  down  in 
Article 22 ⌦ 47 ⌫ (5), in financial derivative instruments provided that the exposure to the 
underlying assets does not exceed in aggregate the investment limits laid down in Article 22 
⌦ 47 ⌫  .  The  Member  States  may  allow  that,  when  a  UCITS  invests  in  index-based 
financial derivative instruments, these investments do not have to be combined to the limits 
laid down in Article 22 ⌦ 47 ⌫. 

When  a  transferable  security  or  money  market  instrument  embeds  a  derivative,  the 
⌦ derivative ⌫  latter  must  ⌦ shall ⌫  be  taken  into  account  when  complying  with  the 
requirements of this Article. 

(cid:208) 2001/108/EC Art. 1 pt. 9 
(adapted) 
(cid:206)1 2005/1/EC Art. 9 pt. 3 

4.  The  Member  States  shall  ⌦ inform ⌫  send  the  Commission  full  information  and  any 
subsequent changes in ⌦ on ⌫ their regulation concerning the methods used to calculate the 
risk  exposures  mentioned  in  paragraph  3,  including  the  risk  exposure  to  a  counterparty  in 
OTC derivative transactions, no later than 13 February 2004. The Commission shall forward 
that  information  to  the  other  Member  States.  (cid:206)1 Such  information  shall  be  the  subject  of 
exchanges of views within the European Securities Committee.  

(cid:208) 2001/108/EC Art. 1 pt. 10 

Article 47 22 

1.  A  UCITS  may  invest  no  more  than  5 %  of  its  assets  in  transferable  securities  or  money 
market instruments issued by the same body.  

EN 

68 

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A UCITS may not invest more than 20 % of its assets in deposits made with the same body. 

(cid:208) 2001/108/EC Art. 1 pt. 10 
(adapted) 

The risk exposure to a counterparty of the UCITS in an OTC derivative transaction may not 
exceed ⌦ either of the following ⌫ : 

⌦ (a) ⌫ 

10 %  of  its  assets  when  the  counterparty  is  a  credit  institution  referred  to  in 

Article 19 ⌦ 45 ⌫ (1)(f), ; or 

⌦ (b) ⌫ 

5 % of its assets, in other cases. 

2. Member States may raise the 5 % limit laid down in the first ⌦ subparagraph ⌫ sentence 
of paragraph 1 to a maximum of 10 %. However, the total value of the transferable securities 
and the money market instruments held by the UCITS in the issuing bodies in each of which 
it invests more than 5 % of its assets must not then exceed 40 % of the value of its assets. This 
limitation ⌦ shall ⌫ does not apply to deposits and OTC derivative transactions made with 
financial institutions subject to prudential supervision. 

Notwithstanding the individual limits laid down  in  paragraph  1,  a  UCITS  may  not  combine 
⌦ , where this would lead to investment of more than 20% of its assets in a single body, any 
of the following ⌫ : 

⌦ (a) ⌫  investments  in  transferable  securities  or  money  market  instruments  issued  by 

⌦ that body; ⌫ , 

⌦ (b) ⌫ deposits made with ⌦ that body; ⌫ and/or 

⌦ (c) ⌫  exposures  arising  from  OTC  derivative  transactions  undertaken  with  ⌦ that 

body. ⌫ 

a single body in excess of 20 % of its assets. 

3.  The  Member  States  may  raise  the  5 %  limit  laid  down  in  the  first  ⌦ subparagraph ⌫ 
sentence of paragraph 1 to a maximum of 35 % if the transferable securities or money market 
instruments are issued or guaranteed by a Member State, by its local authorities, by a ⌦ third 
country ⌫  non-Member  State  or  by  public  international  bodies  to  which  one  or  more 
Member States belong. 

4. Member States may raise the 5 % limit laid down in the first ⌦ subparagraph ⌫ sentence 
of paragraph 1 to a maximum of 25 % in the case of certain bonds when these are issued by a 
credit  institution  which  has  its  registered  office  in  a  Member  State  and  is  subject  by  law  to 
special public supervision designed to protect bond-holders. In particular, sums deriving from 
the  issue  of  these  bonds ⌦ shall ⌫  must  be  invested  in  conformity  with  the  law  in  assets 
which,  during  the  whole  period  of  validity  of  the  bonds,  are  capable  of  covering  claims 
attaching  to  the  bonds  and  which,  in  the  event  of  failure  of  the  issuer,  would  be  used  on  a 
priority basis for the reimbursement of the principal and payment of the accrued interest. 

EN 

69 

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When  a  UCITS  invests  more  than  5 %  of  its  assets  in  the  bonds  referred  to  in  the  first 
subparagraph and issued by one issuer, the total value of these investments ⌦ shall ⌫ may 
not exceed 80 % of the value of the assets of the UCITS. 

(cid:208) 2001/108/EC Art. 1 pt. 10 
(adapted) 
(cid:206)1 2005/1/EC Art. 9 pt. 4 

The  Member  States  shall  send  the  Commission  a  list  of  the  aforementioned  categories  of 
bonds  ⌦ referred  to  in  the  first  subparagraph ⌫  together  with  the  categories  of  issuers 
authorised,  in  accordance  with  the  laws  and  supervisory  arrangements  mentioned  in 
⌦ that ⌫ the first subparagraph, to issue bonds complying with the criteria set out above. A 
notice  specifying  the  status  of  the  guarantees  offered  shall  be  attached  to  these  lists.  The 
Commission shall immediately forward that information to the other Member States together 
with any comments which it considers appropriate, and shall make the information available 
to the public. (cid:206)1 Such communications may be the subject of exchanges of views within the 
European Securities Committee.  

5. The transferable securities and money market instruments referred to in paragraphs 3 and 4 
shall  not  be  taken  into  account  for  the  purpose  of  applying  the  limit  of  40 %  referred  to  in 
paragraph 2. 

The limits provided for in paragraphs 1, 2, 3 and ⌦ to ⌫ 4 may not be combined, and thus 
investments in transferable securities or money market instruments issued by the same body 
or in deposits or derivative  instruments made with this body carried out in accordance with 
paragraphs 1, 2, 3 and ⌦ to ⌫ 4 shall under no circumstances exceed in total 35 % of the 
assets of the UCITS. 

Companies which are included in the same group for the purposes of consolidated accounts, 
as  defined  in  accordance  with  Directive  83/349/EEC31  or  in  accordance  with  recognised 
international accounting rules, ⌦ shall be ⌫ are regarded as a single body for the purpose of 
calculating the limits contained in this Article. 

Member States may allow cumulative investment in transferable securities and money market 
instruments within the same group up to a limit of 20 %. 

(cid:208) 2001/108/EC Art. 1 pt. 10 

31 

Seventh Council Directive 83/349/EEC of 13 June 1983 based on the Article 54(3)(g) of the Treaty on 
consolidated  accounts  (OJ  L  193,  18.7.1983,  p.  1).  Directive  as  last  amended  by  the  1994  Act  of 
Accession. 

EN 

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(cid:208) 2001/108/EC Art. 1 pt. 11 
(adapted) 

Article 48 22a 

1. Without prejudice to the limits laid down in Article 25 ⌦ 51 ⌫ , the Member States may 
raise the limits laid down in Article 22 ⌦ 47 ⌫ to a maximum of 20 % for  investment in 
shares  and/or  debt  securities  issued  by  the  same  body  when,  according  to  the  fund  rules  or 
instruments  of  incorporation,  the  aim  of  the  UCITS'  investment  policy  is  to  replicate  the 
composition of a certain stock or debt securities index which is recognised by the competent 
authorities, on the following basis: 

⌦ (a) ⌫ 

its composition is sufficiently diversified,; 

⌦ (b) ⌫ 

the index represents an adequate benchmark for the market to which it refers,; 

⌦ (c) ⌫ 

it is published in an appropriate manner. 

2. Member States may raise the limit laid down in paragraph 1 to a maximum of 35 % where 
that proves to be justified by exceptional market conditions in particular in regulated markets 
where certain transferable securities or money market instruments are highly dominant. The 
investment up to this limit ⌦ shall ⌫ is only ⌦ be ⌫ permitted for a single issuer. 

(cid:208) 85/611/EEC (adapted) 
(cid:206)1 2001/108/EC Art. 1 pt. 12 

Article 49 23 

1. By way of derogation from Article 22 ⌦ 47 ⌫ and without prejudice to Article 68(3) of 
the  Treaty,  the  Member  States  may  authorise  UCITS  to  invest  in  accordance  with  the 
principle  of  risk-spreading  up  to  100  %  of  their  assets  in  different  transferable  securities 
(cid:206)1 and  money  market  instruments   issued  or  guaranteed  by  any  Member  State,  its  local 
authorities, a ⌦ third country ⌫ non-Member State or public international bodies of which 
one or more Member States are members. 

The ⌦ UCITS ⌫ competent authorities shall grant such a derogation only if they consider 
that  unit-holders  in  the  UCITS  have  protection  equivalent  to  that  of  unit-holders  in  UCITS 
complying with the limits laid down in Article 22 ⌦ 47 ⌫ . 

Such  a  UCITS  ⌦ shall ⌫  must  hold  securities  from  at  least  six  different  issues,  but 
securities  from  any  one  issue ⌦ shall ⌫  may  not  account  for  more  than  30  %  of  its  total 
assets. 

(cid:208) 85/611/EEC (adapted) 
(cid:214) new 

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2. The UCITS referred to in paragraph 1 ⌦ shall ⌫ must make express mention in the fund 
rules or in ⌦ the instruments of incorporation of ⌫ the investment company's instruments 
of incorporation of the ⌦ Member ⌫ States, local authorities or public international bodies 
issuing  or  guaranteeing  securities  in  which  they  intend  to  invest  more  than  35 %  of  their 
assets;. 

Ssuch  fund  rules  or  instruments  of  incorporation  ⌦ shall ⌫  must  be  approved  by  the 
competent authorities. 

3.  In  addition  Eeach  such  UCITS  referred  to  in  paragraph  1  ⌦ shall ⌫  must  include  a 
literature  (cid:214) marketing 
prominent  statement 
its  prospectus  and  any  promotional 
communications  drawing attention to such authorisation and indicating the ⌦ Member ⌫ 
States, local authorities and/or public international bodies in the securities of which it intends 
to invest or has invested more than 35 % of its assets. 

in 

(cid:208) 2001/108/EC Art. 1 pt. 13 
(adapted) 

Article 50 24 

1. A UCITS may acquire the units of UCITS and/or other collective investment undertakings 
referred to in Article 19 ⌦ 45 ⌫ (1)(e), provided that no more than 10 % of its assets are 
invested in units of a single UCITS or other collective investment undertaking. The Member 
States may raise the limit to a maximum of 20 %. 

2. Investments made in units of collective investment undertakings other than UCITS may not 
exceed, in aggregate, 30 % of the assets of the UCITS. 

(cid:208) 2001/108/EC Art. 1 pt. 13 

(cid:208) 2001/108/EC Art. 1 pt. 13 
(adapted) 

The Member States may allow that, when a UCITS has acquired units of UCITS and/or other 
collective  investment  undertakings,  the  assets  of  the  respective  UCITS  or  other  collective 
investment undertakings do not have to be combined for the purposes of the limits laid down 
in Article 22 ⌦ 47 ⌫ . 

3.  When  a  UCITS  invests  in  the  units  of  other  UCITS  and/or  other  collective  investment 
undertakings that are managed, directly or by delegation, by the same management company 
or  by  any  other  company  with  which  the  management  company  is  linked  by  common 
management  or  control,  or  by  a  substantial  direct  or  indirect  holding,  that  management 
company or other company may not charge subscription or redemption fees on account of the 
UCITS's  investment  in  the  units  of  such  other  UCITS  and/or  collective  investment 
undertakings. 

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A UCITS that invests a substantial proportion of its assets in other UCITS and/or collective 
investment  undertakings  shall  disclose  in  its  prospectus  the  maximum  level  of  the 
management fees that may be charged both to the UCITS itself and to the other UCITS and/or 
collective  investment  undertakings  in  which  it  intends  to  invest.  In  its  annual  report  it  shall 
indicate the maximum proportion of management fees charged both to the UCITS itself and to 
the UCITS and/or other collective investment undertaking in which it invests. 

(cid:208) 85/611/EEC (adapted) 
(cid:214) new 

Article 51 25 

1.  An  investment  company  or  a  management  company  acting  in  connection  with  all  of  the 
unit  trusts  (cid:214) common  funds   which  it  manages  and  which  fall  within  the  scope  of  this 
Directive ⌦ shall ⌫ may not acquire any shares carrying voting rights which would enable 
it to exercise significant influence over the management of an issuing body. 

Pending further coordination, the Member States shall take account of existing rules defining 
the principle stated in the first subparagraph under other Member States' legislation. 

2. Moreover, aAn investment company or unit trust (cid:214) common fund  may acquire no more 
than: 

⌦ (a) ⌫ 

10 % of the non-voting shares of any single issuing body; 

⌦ (b) ⌫ 

10 % of the debt securities of any single issuing body; 

⌦ (c) ⌫ 

25 %  of  the  units  of  any  single  UCITS  and/or  other  collective  investment 
undertaking  within  the  meaning  of  ⌦ points  (a)  and  (b) ⌫  the  first  and  second 
indent of Article 1(2), 

(cid:208) 2001/108/EC Art. 1 pt. 15(1) 
(adapted) 

⌦ (d) ⌫ 

10 % of the money market instruments of any single issuing body. 

(cid:208) 2001/108/EC Art. 1 pt. 15(2) 
(adapted) 

(cid:208) 2001/108/EC Art. 1 pt. 16 
(adapted) 

The limits laid down in the second, third and fourth indents ⌦ points (b), (c) and (d) ⌫ may 
be disregarded at the time of acquisition if at that time the gross amount of the debt securities 
or  of  the  money  market  instruments,  or  the  net  amount  of  the  securities  in  issue,  cannot  be 
calculated. 

EN 

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   EN 

 
 
 
 
 
(cid:208) 85/611/EEC (adapted) 
(cid:206)1 2001/108/EC Art. 1 pt. 17 

3. A Member State may waive application of paragraphs 1 and 2 as regards: 

(a) 

(b) 

transferable securities (cid:206)1 and money market instruments  issued or guaranteed by 
a Member State or its local authorities; 

transferable securities (cid:206)1 and money market instruments  issued or guaranteed by 
a ⌦ third country ⌫ non-Member State; 

(c) 

transferable  securities  (cid:206)1 and  money  market  instruments   issued  by  public 
international bodies of which one or more Member States are members; 

(cid:208) 85/611/EEC 
(cid:206)1 2001/108/EC Art. 1 pt. 17 

(cid:208) 85/611/EEC (adapted) 

(d) 

shares  held  by  a  UCITS  in  the  capital  of  a  company  incorporated  in  a  ⌦ third 
country ⌫ non-Member State investing its assets mainly in the securities of issuing 
bodies  having  their  registered  offices  in  that ⌦ country ⌫  State,  where  under  the 
legislation  of  that  ⌦ country ⌫  State  such  a  holding  represents  the  only  way  in 
which the UCITS can invest in the securities of issuing bodies of that ⌦ country ⌫ 
State.  This  derogation,  however,  shall  apply  only  if  in  its  investment  policy  the 
company from the ⌦ third country ⌫ non-Member State complies with the limits 
laid down in Articles ⌦ 47 and 50 and in paragraphs 1 and 2 of this Article ⌫ 22, 
24 and 25(1) and (2). Where the limits set in Articles ⌦ 47 and 50 ⌫ 22 and 24 are 
exceeded. Article 26 ⌦ 52 ⌫ shall apply mutatis mutandis; 

(cid:208) 2001/108/EC Art. 1 pt. 18 
(adapted) 

(e) 

shares  held  by  an  investment  company  or  investment  companies  in  the  capital  of 
subsidiary  companies  carrying  on  only  the  business  of  management,  advice  or 
marketing in the country where the subsidiary is ⌦ established ⌫ located, in regard 
to the repurchase of units at unit-holders' request exclusively on its or their behalf. 

EN 

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(cid:208) 85/611/EEC 

Article 52 26 

(cid:208) 2001/108/EC Art. 1 pt. 19 
(adapted) 

1.  UCITS  need  not  comply  with  the  limits  laid  down  in  this  ⌦ Chapter ⌫  section  when 
exercising subscription rights attaching to transferable securities or money market instruments 
which form part of their assets. 

While ensuring observance of the principle of risk spreading, the Member States may allow 
recently authorised UCITS to derogate from Articles ⌦ 47 to 50 ⌫ 22, 22a, 23 and 24 for 
six months following the date of their authorisation. 

2.  If  the  limits  referred  to  in  paragraph  1  are  exceeded  for  reasons  beyond  the  control  of  a 
UCITS  or  as  a  result  of  the  exercise  of  subscription  rights,  that  UCITS  ⌦ shall ⌫  must 
adopt as a priority objective for its sales transactions the remedying of that situation, taking 
due account of the interests of its unit-holders. 

(cid:208) 85/611/EEC (adapted) 

(cid:216) new 

CHAPTER VIII 

Master-feeder structures 

SECTION 1 

SCOPE AND APPROVAL 

Article 53 

1. 
A feeder UCITS is a UCITS which invests, by way of derogation from Article 1(2)(a), 
Article 45, Article 47, Article 50 and Article 51(2)(c), at least 85 % of its assets in units of 
another UCITS ("the master UCITS") or an investment compartment thereof.  

2. 

(a) 

EN 

A feeder UCITS may hold up to 15 % of its assets in one or more of the following: 

ancillary liquid assets in accordance with Article 45(3);  

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   EN 

 
 
 
 
 
(b) 

(c) 

financial derivative instruments in accordance with Article 45(1)(g) and Article 46(2) 
and (3). 

movable  and  immovable  property  which  is  essential  for  the  direct  pursuit  of  the 
business, if the feeder UCITS is an investment company. 

For the purposes of point (b) of the first subparagraph, the exposure of the feeder UCITS to 
the  underlying  assets  as  referred  to  in  the  third  subparagraph  of  Article  46(3)  shall  be 
calculated  by  also  taking  into  account  the  investments  of  the  master  UCITS,  including  the 
investments of the master UCITS into financial derivative instruments and their underlyings, 
in proportion to the feeder UCITS investment into the master UCITS. 

3. 

A master UCITS is a UCITS which: 

(a) 

(b) 

(c) 

must have at least one feeder UCITS as unit-holder; 

must not itself be a feeder UCITS; 

must not hold units of a feeder UCITS. 

By way of derogation from Article 1(2) point (a) and Article 3 point (b), if a master 
4. 
UCITS has at least two feeder UCITS as unit-holders, it shall not be obliged to raise capital 
from other investors. 

If  a  master  UCITS  raises  capital  only  from  one  or  more  feeder  UCITS  in  a  Member  State 
other than that in which it is established, Chapter XI and Article 103(1) shall not apply. 

Article 54 

1. 
Member States shall ensure that the investment of a feeder UCITS into a given master 
UCITS be subject to prior approval by the competent authorities of the feeder UCITS' home 
Member State. 

2. 
If  the  feeder  UCITS  already  carried  on  activities  as  a  UCITS,  including  as  a  feeder 
UCITS of a different master UCITS, the feeder UCITS shall be informed within at the latest 
15 working days following the submission of a complete file, whether or not the competent 
authorities approved the feeder UCITS' investment into the master UCITS. 

In the event that the feeder UCITS and the master UCITS are established in the same 
3. 
Member  State,  the  competent  authorities  of  that  Member  State  shall  grant  approval  if  the 
feeder UCITS, its depositary and its auditor, as well as the master UCITS, comply with all the 
requirements set out in this Chapter. For such purpose, the feeder UCITS shall provide to the 
competent authorities of its home Member State the following documents: 

(a) 

(b) 

the  fund  rules  or  instruments  of  incorporation  of  the  feeder  UCITS  and  the  master 
UCITS; 

the prospectus and the key investor information referred to in Article 73 of the feeder 
UCITS and the master UCITS; 

EN 

76 

   EN 

 
(c) 

(d) 

(e) 

(f) 

(g) 

the  agreement  between  the  feeder  UCITS  and  the  master  UCITS  referred  to  in 
Article 55(1); 

where applicable, the information to be provided to unit-holders referred to in Article 
59(1); 

a declaration of the master UCITS to the effect that it does not hold any units of a 
feeder UCITS; 

in the event that the master UCITS and the feeder UCITS have different depositaries, 
the  information-sharing  agreement  referred  to  in  Article  56(1)  between  their 
respective depositaries;  

in the event that the master UCITS and the feeder UCITS have different auditors, the 
information-sharing  agreement  referred  to  in  Article  57(1)  between  their  respective 
auditors. 

4. 
When  the  feeder  UCITS  is  established  in  another  Member  State  than  the  master 
UCITS,  the  competent  authorities  of  the  feeder  UCITS'  home  Member  State  shall  grant 
approval provided the following conditions are met: 

(a) 

(b) 

the feeder UCITS, its depositary and its auditor comply with all the requirements set 
out  in  this  Chapter  and  the  feeder  UCITS  for  such  purpose  submits  the  documents 
referred to in paragraph 3 of this Article;  

the  feeder  UCITS  demonstrates  that  the  master  UCITS  is  duly  authorised  as  a 
UCITS, that it is not itself a feeder UCITS and does not hold any units of a feeder 
UCITS.  

The competent authorities of the feeder UCITS' home Member State shall immediately inform 
those of the master UCITS, if the approval is granted or withdrawn.  

SECTION 2 

COMMON PROVISIONS FOR FEEDER UCITS AND MASTER UCITS 

Article 55 

1. 
Member  States  shall  require  the  feeder  UCITS  to  enter  into  an  agreement  with  the 
master UCITS concerned in order to enable the feeder UCITS to meet the requirements laid 
down in this Directive.  

Such agreement shall include the following particulars: 

(a) 

(b) 

the main characteristics of the investment objective and policy of the master UCITS; 

the  rules  which  govern  a  possible  modification  of  the  investment  objective  and 
policy of the master UCITS;  

EN 

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   EN 

 
(c) 

the  rights  and  duties  of  the  feeder  UCITS  and  of  the  master  UCITS  and  of  their 
respective management companies. 

The feeder UCITS shall not invest in units of that master UCITS until the agreement referred 
to in subparagraph 1 has become effective. 

2. 
The  master  UCITS  and  the  feeder  UCITS  shall  take  appropriate  measures  to  ensure 
that  no  units  of  either  the  master  UCITS  or  the  feeder  UCITS  can  be  issued,  sold,  re-
purchased or redeemed for the same business day after either the master UCITS or the feeder 
UCITS published the issue, sale, re-purchase or redemption price of its units for that day.  

3. 
If  a  master  UCITS  temporarily  suspends  the  re-purchase  or  redemption  of  its  units, 
whether at its own initiative or at the request of its competent authorities, each of its feeder 
UCITS is entitled  to suspend the re-purchase or redemption of  its units notwithstanding the 
conditions laid down in Article 79(2) within the same period of time as the master UCITS .  

4. 

If a master UCITS is liquidated, the feeder UCITS shall also be liquidated, unless the 

competent authorities of its home Member State approve: 

(a) the investment of at least 85% of the assets of the feeder UCITS in units of another master 

UCITS; or 

(b)  the  amendment  of  its  fund  rules  or  instruments  of  incorporation  in  order  to  enable  the 

feeder UCITS to convert into a UCITS which is not a feeder UCITS. 

A master UCITS may only be liquidated three months after the master UCITS informed all of 
its feeder UCITS and the competent authorities of these feeder UCITS' home Member States 
of the binding decision to liquidate. 

5. If a master UCITS merges with another UCITS or is divided into two or more UCITS, the 
feeder UCITS shall be liquidated, unless the competent authorities of the feeder UCITS' home 
Member State approve that the feeder UCITS: 

(a) continues to be a feeder UCITS resulting from the merger or division; or 

(b) invests at least 85% of its assets in units of another master UCITS not resulting from the 

merger or the division; or 

(c) amends its fund rules or its instruments of incorporation in order to convert into a UCITS 

which is not a feeder UCITS. 

No merger or division of a master UCITS shall become effective, unless the master UCITS 
provided all of its feeder UCITS and the competent authorities of these feeder UCITS' home 
Member States with the information referred to in or comparable with Article 40 no later than 
60 days before the proposed effective date. 

EN 

78 

   EN 

 
Unless  the  competent  authorities  of  the  feeder  UCITS'  home  Member  State  had  granted 
approval pursuant to point (a) of the first subparagraph, the feeder UCITS shall re-purchase or 
redeem  all  units  in  the  master  UCITS  before  the  merger  or  division  of  the  master  UCITS 
becomes effective. 

6. 

(a) 

(b) 

(c) 

The Commission may adopt implementing measures specifying: 

the  particulars  that  need  to  be  included  in  the  agreement  referred  to  in  the  first 
subparagraph of paragraph 1; 

which measures referred to in paragraph 2 are deemed appropriate and; 

the procedures for the required approvals pursuant to paragraphs 4 and 5 in case of a 
liquidation, merger or division of a master UCITS. 

Those  measures,  designed  to  amend  this  Directive  by  supplementing  it,  shall  be  adopted  in 
accordance with the regulatory procedure with scrutiny referred to in Article 107(2). 

SECTION 3 

DEPOSITARIES AND AUDITORS 

Article 56 

Member  States  shall  require  that,  if  the  master  UCITS  and  the  feeder  UCITS  have 
1. 
different depositaries, these depositaries enter into an information-sharing agreement in order 
to ensure the fulfilment of the duties of both depositaries.  

The  feeder  UCITS  shall  not  invest  in  units  of  the  master  UCITS  until  such  agreement  has 
become effective. 

2. 
The  depositary of  the master  UCITS shall immediately inform the feeder UCITS or, 
where  applicable,  the  management  company  and  the  depositary  of  the  feeder  UCITS  about 
any irregularities it detects with regard to the master UCITS.  

3. 

(a) 

(b) 

The Commission may adopt implementing measures further specifying the following: 

the particulars  that  need to be  included in the agreement referred to in paragraph 1 
subparagraph 1;  

the  types  of  irregularities  referred  to  in  paragraph  2  which  are  deemed  to  have  a 
negative impact on the feeder UCITS. 

Those  measures,  designed  to  amend  this  Directive  by  supplementing  it,  shall  be  adopted  in 
accordance with the regulatory procedure with scrutiny referred to in Article 107(2). 

EN 

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   EN 

 
Article 57 

1. 
Member  States  shall  require  that,  if  the  master  UCITS  and  the  feeder  UCITS  have 
different  auditors,  these  auditors  enter  into  an  information-sharing  agreement  in  order  to 
ensure the fulfilment of the duties of both auditors.  

The  feeder  UCITS  shall  not  invest  in  units  of  the  master  UCITS  until  such  agreement  has 
become effective. 

In  its  audit  report,  the  auditor  of  the  feeder  UCITS  shall  take  into  account  the  audit 

2. 
report of the master UCITS.  

The auditor shall in particular report on any irregularities revealed in the audit report of the 
master UCITS and on their impact on the feeder UCITS. 

The  Commission  may  adopt  implementing  measures  specifying  the  particulars  that 

3. 
need to be included in the agreement referred to in paragraph 1 subparagraph 1. 

These  measures,  designed  to  amend  this  Directive  by  supplementing  it,  shall  be  adopted  in 
accordance with the regulatory procedure with scrutiny referred to in Article 107(2). 

SECTION 4 

COMPULSORY INFORMATION AND MARKETING COMMUNICATIONS BY THE FEEDER 
UCITS 

Article 58 

Member  States  shall  require  that,  in  addition  to  the  information  provided  for  in 
1. 
Schedule  A  of  Annex  I,  the  prospectus  of  the  feeder  UCITS  contains  the  following 
information: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

a declaration that the feeder UCITS is a feeder of a given master UCITS and as such 
permanently invests 85 % or more its assets in units of such given master UCITS; 

on the investment made in accordance with Article 53(2); 

a brief description of the master UCITS, its organisation, its investment objective and 
policy, including the risk profile; 

if the feeder UCITS invests into a given investment compartment or a given unit or 
share class of the master UCITS, a brief description thereof; 

a summary of the agreement entered into between the feeder UCITS and the master 
UCITS pursuant to Article 55(1); 

how  the  unit-holders  may  obtain  further  information  on  the  master  UCITS  and  the 
agreement entered into between the feeder UCITS and the master UCITS pursuant to 
Article 55(1); 

EN 

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(g) 

(h) 

(i) 

whether  the  investment  objective  and  policy,  including  the  risk  profile  and  the 
performance  of  the  feeder  UCITS  and  the  master  UCITS  are  identical,  or  to  what 
extent and for which reasons they differ; 

a  description  of  all  remuneration  or  reimbursement  of  costs  payable  by  the  feeder 
UCITS  by  virtue  of  its  investment  in  units  of  the  master  UCITS,  as  well  as  of  the 
aggregate charges of the feeder UCITS and the master UCITS;  

a description of the tax implications of the investment into the master UCITS for the 
feeder UCITS. 

The up-dated prospectus of the master UCITS shall be annexed to the prospectus of the feeder 
UCITS. 

2. 
In addition to the information provided for in Schedule B of Annex I, the annual report 
of the feeder UCITS shall include a statement on the aggregate charges of the feeder UCITS 
and the master UCITS.  

The  annual  and  the  half-yearly  reports  of  the  master  UCITS  shall  be  annexed  to  the  annual 
and the half-yearly report of the feeder UCITS respectively. 

3. 
In  addition  to  the  requirements  laid  down  in  Articles  69  and  77,  the  feeder  UCITS 
shall  send  the  prospectus,  the  key  investor  information  referred  in  Article  73  and  any 
amendment thereto, as well as the annual and half-yearly reports of the master UCITS, to the 
competent authorities of its home Member State. 

4. 
A feeder UCITS shall disclose in any relevant marketing communications that it is a 
feeder UCITS of a given master UCITS and as such permanently invests 85 % or more of its 
assets in units of such master UCITS. 

SECTION 5 

CONVERSION OF EXISTING UCITS INTO FEEDER UCITS 

Article 59 

1. 
Member States shall require that, if a feeder UCITS already carries on activities as a 
UCITS,  including  a  feeder  UCITS  of  a  different  master  UCITS,  the  feeder  UCITS  shall 
provide the following information to all its unit-holders: 

a statement that the competent  authorities of the feeder  UCITS' home  Member State 

(a) 
approved the investment of the feeder UCITS in units of such master UCITS; 

(b) 

the key investor information referred to in Article 73 concerning the feeder UCITS 
and the master UCITS; 

(c) 

the date when the feeder UCITS is to start to invest into the master UCITS; 

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(d) 

a  statement  that  the  unit-holders  have  the  right  to  request  the  re-purchase  or 
redemption  of  their  units  free  of  charge  within  30  days;  this  right  shall  become 
effective from the moment the feeder UCITS has provided the information referred 
to in this paragraph. 

This information shall be provided not less than 30 days before the date of the feeder UCITS' 
investment into the master UCITS pursuant to point (c) of the first subparagraph. 

If the feeder UCITS has been notified in accordance with Article 88, the information 
2. 
referred  to  in  paragraph  1  shall  be  provided  in  the  official  language,  or  one  of  the  official 
languages,  of  the  feeder  UCITS  host  Member  State  or  in  a  language  approved  by  its 
competent authorities. The translation shall be produced under the responsibility of the feeder 
UCITS and shall faithfully reflect the content of the original information. 

3. 
Member States shall ensure that the feeder UCITS does not invest into the units of the 
given master UCITS before the period of 30 days referred to in the second subparagraph of 
paragraph 1 has elapsed. 

4. 

The Commission may adopt implementing measures specifying: 

(a) 

(b) 

the format and the way to provide the information referred to in paragraph 1; 

if  the  feeder  UCITS  transfers  all  or  parts  of  its  assets  to  the  master  UCITS  in 
exchange  for  units,  the  procedure  for  valuating  and  auditing  such  a  contribution  in 
kind and the role of the depositary of the feeder UCITS in this process. 

Those  measures,  designed  to  amend  this  Directive  by  supplementing  it,  shall  be  adopted  in 
accordance with the regulatory procedure with scrutiny referred to in Article 107(2). 

SECTION 6 

OBLIGATIONS AND COMPETENT AUTHORITIES 

Article 60 

The feeder UCITS shall ensure that its investment into a master UCITS does not affect 
1. 
its ability to re-purchase or redeem its units at the request of the unit-holders or in other cases 
when this is in the interest of its unit-holders. 

The feeder UCITS and, where applicable, its management company, remain obliged to 
2. 
act in the best interest of the unit-holders of the feeder UCITS and in doing so, shall monitor 
effectively the activity of the master UCITS. In performing this obligation, the feeder UCITS 
and,  where  applicable,  its  management  company,  may  rely  on  information  and  documents 
received from the master UCITS or, where applicable, its management company, depositary 
and auditor, unless there is reason to doubt their accuracy.  

3. 
Where, by virtue of an investment in the units of the master UCITS, a commission is 
received by the feeder UCITS, the management company of the feeder UCITS or any person 

EN 

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acting  on  behalf  of  either  the  feeder  UCITS  or  the  management  company  of  the  feeder 
UCITS, the commission shall be paid into the assets of the feeder UCITS. 

Article 61 

1. 
The  master  UCITS  shall  immediately  inform  the  competent  authorities  of  its  home 
Member State of the identity of each feeder UCITS which invests in its units. If the master 
UCITS  and  the  feeder  UCITS  are  established  in  different  Member  States,  the  competent 
authorities of the master UCITS' home Member State shall immediately inform those of the 
feeder UCITS' home Member State of such investment. 

The master UCITS shall not charge subscription or redemption fees for the investment 

2. 
of the feeder UCITS into its units or the divestment thereof. 

3. 
The  master  UCITS  shall  ensure  the  timely  availability  of  all  information  that  is 
required  according  to  this  Directive,  other  Community  law,  the  applicable  national  law,  the 
fund rules or the instruments of incorporation to the feeder UCITS or, where applicable, its 
management company, and to the competent authorities, the depositary and the auditor of the 
feeder UCITS. 

Article 62 

1. 
If the master UCITS and the feeder UCITS are established in the same Member State, 
the  competent  authorities  shall  immediately  inform  the  feeder  UCITS  of  any  decision, 
measure,  observation  of  non-compliance  with  the  conditions  of  this  Chapter  or  of  any 
information  reported  pursuant  to  Article  101(1)  with  regard  to  the  master  UCITS  or,  where 
applicable, its management company, depositary or auditor. 

2. 
If the master UCITS and the feeder UCITS are established in different Member States, 
the  competent  authorities  of  the  master  UCITS'  home  Member  State  shall  immediately 
communicate  any  decision,  measure,  observation  of  non-compliance  with  the  conditions  of 
this  Chapter  or  information  reported  pursuant  to  Article  101(1)  with  regard  to  the  master 
UCITS  or,  where  applicable,  its  management  company,  depositary  or  auditor,  to  the 
competent  authorities  of  the  feeder  UCITS'  home  Member  State.  The  latter  shall  then 
immediately inform the feeder UCITS. 

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CHAPTER IXSECTION VI 

(cid:208) 85/611/EEC 

Obligations concerning information to be supplied to unit-holders 
(cid:214) provided to investors  

(cid:208) 85/611/EEC 
(cid:214) new 

(cid:208) 85/611/EEC (adapted) 

SECTION 1 

A. PUBLICATION OF A PROSPECTUS AND PERIODICAL REPORTS 

Article 63 27 

(cid:208) 2001/107/EC Art. 1 pt. 8 
(adapted) 
(cid:214) new 

1. An investment company and, for each of the unit trusts (cid:214) common funds  it manages, a 
management company, must ⌦ shall ⌫ publish ⌦ the following ⌫ : 

(cid:208) 2001/107/EC Art. 1 pt. 8 (new) 

- a simplified prospectus,; 

⌦ (a) ⌫ 

a full prospectus,; 

⌦ (b) ⌫ 

an annual report for each financial year, and  

⌦ (c) ⌫ 

a half-yearly report covering the first six months of the financial year. 

2.  The  annual  and  half-yearly  reports  must  ⌦ shall ⌫  be  published  within  the  following 
time limits, with effect from the ⌦ following ⌫ ends of the periods to which they relate: 

(cid:208) 85/611/EEC (adapted) 

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⌦ (a) ⌫ 

four months in the case of the annual report,; 

⌦ (b) ⌫ 

two months in the case of the half-yearly report. 

(cid:208) 2001/107/EC Art. 1 pt. 9 
(adapted) 
(cid:214) new 

Article 64 28 

1.  Both  the  simplified  and  the  full  prospectuses  (cid:214) The  prospectus   must  ⌦ shall ⌫ 
include the information necessary for investors to be able to make an informed judgement of 
the investment proposed to them, and, in particular, of the risks attached thereto.  

The latter ⌦ prospectus ⌫ shall include, independent of the instruments invested in, a clear 
and easily understandable explanation of the fund's risk profile. 

(cid:208) 2001/107/EC Art. 1 pt. 9 (new) 

2. The full prospectus shall contain at least the information provided for in Schedule A, ⌦ of 
Annex I, ⌫Annex I to this Directive, in so far as that information does not already appear in 
the  fund  rules  or  instruments  of  incorporation  annexed  to  the  full  prospectus  in  accordance 
with Article 29 ⌦ 66 ⌫ (1). 

3. The simplified prospectus shall contain in summary form the key information provided for 
in Schedule C, Annex I to this Directive. It shall be structured and written in such a way that 
it  can  be  easily  understood  by  the  average  investor.  Member  States  may  permit  that  the 
simplified  prospectus  be  attached  to  the  full  prospectus  as  a  removable  part  of  it.  The 
simplified  prospectus  can  be  used  as  a  marketing  tool  designed  to  be  used  in  all  Member 
States  without  alterations  except  translation.  Member  States  may  therefore  not  require  any 
further documents or additional information to be added. 

4. Both the full and the simplified prospectus may be incorporated in a written document or in 
any durable medium having an equivalent legal status approved by the competent authorities. 

(cid:208) 2001/107/EC Art. 1 pt. 9 
(adapted) 

5  ⌦ 3 ⌫  .  The  annual  report  must  ⌦ shall ⌫  include  a  balance-sheet  or  a  statement  of 
assets and liabilities, a detailed income and expenditure account for the financial year, a report 
on the activities of the financial year and the other information provided for in Schedule B, 
⌦ of Annex I, ⌫Annex I to this Directive, as well as any significant information which will 
enable investors to make an informed judgement on the development of the activities of the 
UCITS and its results. 

6 ⌦ 4 ⌫ . The half-yearly report must ⌦ shall ⌫ include at least the information provided 
for  in ⌦ Sections ⌫  Chapters  I  to  IV  of  Schedule  B, ⌦ of  Annex  I. ⌫  Annex  I  to  this 

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Directive; ⌦ Where ⌫ where a UCITS has paid or proposes to pay an interim dividend, the 
figures must indicate the results after tax for the half-year concerned and the interim dividend 
paid or proposed. 

(cid:208) 2001/108/EC Art. 1 pt. 14 
(adapted) 
(cid:214) new 

Article 65 24a 

1. The prospectus shall indicate in which categories of assets a UCITS is authorised to invest. 
It shall mention if transactions in financial derivative instruments are authorised; in this event, 
it  must  ⌦ shall ⌫  include  a  prominent  statement  indicating  if  these  operations  may  be 
carried out for the purpose of hedging or with the aim of meeting investment goals, and the 
possible outcome of the use of financial derivative instruments on the risk profile. 

2.  When  ⌦ Where ⌫  a  UCITS  invests  principally  in  any  category  of  assets  defined  in 
Article  19  ⌦ 45 ⌫  other  than  transferable  securities  and  money  market  instruments  or 
replicates  a  stock  or  debt  securities  index  in  accordance  with  Article  22a  ⌦ 48 ⌫  ,  its 
literature  (cid:214) marketing 
prospectus  and,  where  necessary,  any  other  promotional 
communications  must ⌦ shall ⌫ include a prominent statement drawing attention to the 
investment policy. 

3. When the net asset value of a UCITS is likely to have a high volatility due to its portfolio 
composition  or  the  portfolio  management  techniques  that  may  be  used,  its  prospectus  and, 
where  necessary,  any  other  promotional  literature  (cid:214) marketing  communications   must 
⌦ shall ⌫ include a prominent statement drawing attention to this characteristic. 

4.  Upon  request  of  an  investor,  the  management  company  must  ⌦ shall ⌫  also  provide 
supplementary  information  relating  to  the  quantitative  limits  that  apply  in  the  risk 
management of the UCITS, to the methods chosen to this end and to the recent evolution of 
the main instrument categories' risks and yields. 

(cid:208) 2001/107/EC Art. 1 pt. 10 
(adapted) 
(cid:214) new 

Article 66 29 

1.  The  fund  rules  or  an  investment  company's  instruments  of  incorporation  ⌦ of  an 
investment  company ⌫  shall  form  an  integral  part  of  the  full  prospectus  and  must 
⌦ shall ⌫ be annexed thereto. 

2.  The  documents  referred  to  in  paragraph  1  need  not,  however,  be  annexed  to  the  full 
prospectus provided that the unit-holder (cid:214) investor  is informed that on request he or she 
will  be  sent  those  documents  or  be  apprised  of  the  place  where,  in  each  Member  State  in 
which the units are placed on the market ⌦ marketed ⌫ , he or she may consult them. 

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(cid:208) 2001/107/EC Art. 1 pt. 11 
(adapted) 
(cid:214) new 

Article 67 30 

The  essential  elements  of  the  simplified  and  the  full  prospectuses  (cid:214) the prospectus   must 
⌦ shall ⌫ be kept up to date. 

(cid:208) 85/611/EEC (adapted) 

Article 68 31 

The accounting information given in the annual report must ⌦ shall ⌫ be audited by one or 
more  persons  empowered  by  law  to  audit  accounts  in  accordance  with  Council  Directive 
⌦ 2006/43/EC  of  the  European  Parliament and of  the Council ⌫ 84/253/EEC of 10 April 
1984 based on Article 54(3) (g) of the EEC Treaty on the approval of persons responsible for 
carrying  out  the  statutory  audits  of  accounting  documents32.  The  auditor's  report,  including 
any qualifications, shall be reproduced in full in the annual report. 

(cid:208) 2001/107/EC Art. 1 pt. 12 
(adapted) 
(cid:214) new 

Article 69 32 

UCITS must ⌦ shall ⌫ send their simplified and full prospectuses (cid:214) prospectus  and any 
amendments  thereto,  as  well  as  their  annual  and  half-yearly  reports,  to  the  competent 
authorities. 

(cid:208) 2001/107/EC Art. 1 pt. 13 
(new) 

Article 70 33 

1.  The  simplified  prospectus  must  be  offered  to  subscribers  free  of  charge  before  the 
conclusion of the contract. 

In addition, the full prospectus and the latest published annual and half-yearly reports shall be 
supplied to subscribers free of charge on request. 

32 

OJ No L 157, 9.6.2006, p. 87. 

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2.  The  annual  and  half-yearly  reports  shall  be  supplied  to  unit-holders  free  of  charge  on 
request. 

3. The annual and half-yearly reports must be available to the public at the places, or through 
other  means  approved  by  the  competent  authorities,  specified  in  the  full  and  simplified 
prospectus. 

(cid:216) new 

The  prospectus  and  the  latest  published  annual  and  half-yearly  reports  shall  be 

1. 
provided to investors free of charge on request. 

2. 

The prospectus may be provided in a durable medium or in electronic form. 

The  annual  and  half-yearly  reports  shall  be  available  to  investors  in  the  manner 

3. 
specified in the prospectus and in the key investor information referred to in Article 73. 

4. 
The  Commission  may  adopt  implementing  measures  which  define  the  specific 
conditions  which  need  to  be  met  when  providing  the  prospectus  in  a  durable  medium  other 
than paper and by means of a website which does not constitute a durable medium. 

Those measures, designed to amend non-essential elements of this Directive, shall be adopted 
in accordance with the regulatory procedure with scrutiny referred to in Article 107(2). 

(cid:208) 85/611/EEC (adapted) 

SECTION 2 

B. PUBLICATION OF OTHER INFORMATION 

Article 71 34 

A UCITS must ⌦ shall ⌫ make public in an appropriate manner the issue, sale, re-purchase 
or redemption price of its units each time it issues, sells, re-purchases or redeems them, and at 
least twice a month.  

The competent authorities may, however, permit a UCITS to reduce the frequency to once a 
month on condition that such a derogation does not prejudice the interests of the unit-holders. 

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(cid:208) 2001/107/EC Art. 1 pt. 14 
(new) 

Article 7235 

All  publicity  comprising  an  invitation  to  purchase  the  units  of  UCITS  must  indicate  that 
prospectuses exist and the places where they may be obtained by the public or how the public 
may have access to them. 

(cid:216) new 

All marketing communications to investors shall be clearly identifiable as such. They shall be 
fair, clear and not misleading and the information contained therein shall be consistent with 
the  information  contained  in  the  prospectus  and  the  key  investor  information  referred  to  in 
Article 73. They shall indicate that a prospectus exists and that the key investor information 
referred  to  in  Article  73  is  available  and  specify  where  and  in  which  language  such 
information  or  documents  may  be  obtained  by  investors  or  potential  investors  or  how  they 
may have access to them. 

SECTION 3 

KEY INVESTOR INFORMATION 

Article 73  

Member States shall require that an investment company and, for each of the common 
1. 
funds it manages, a management company draw up a short document containing key investor 
information. 

2. 
Key  investor  information  shall  include  appropriate  product  information  about  the 
essential characteristics of the UCITS concerned, which is to be provided to investors so that 
they are reasonably able to understand the nature and the risks of the investment product that 
is being offered to them and, consequently, to take investment decisions on an informed basis. 

3.  Key  investor  information  shall  include  information  on  at  least  the  following  essential 
elements in respect of the UCITS concerned: 

(a) 

(b) 

(c) 

(d) 

a short description of its investment objectives and investment policy; 

past performance presentation; 

costs and associated charges ;  

risk/reward  profile  of  the  investment,  including  appropriate  guidance  on  and 
warnings of the risks associated with investments in the relevant UCITS. 

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4. 
Key  investor  information  shall  clearly  specify  where  and  how  to  obtain  additional 
information  on  the  proposed  investment,  including  but  not  limited  to  where  and  how  the 
prospectus and the annual and half-yearly report can be obtained free of charge at any time, 
and the language in which such information is available to investors. 

5. 
Key  investor  information  shall  be  written  in  a  brief  manner  and  in  non-technical 
language.  It  shall  be  drawn  up  in  a  common  format,  allowing  for  comparison,  and  shall  be 
presented in a way that is likely to be understood by retail investors.  

6. 
Key  investor  information  shall  be  used  without  alterations,  except  translation,  in  all 
Member States where the UCITS is notified to market its units in accordance with Article 88. 

7. 

(a) 

(b) 

The Commission may adopt implementing measures which define the following: 

the  detailed  content  of  the  key  investor  information  to  be  provided  to  investors  as 
referred to under paragraphs 2,3 and 4; 

the detailed content of the key investor information to be provided to investors in the 
following specific cases: 

(i) 

for  UCITS  having  different  investment  compartments,  the  key  investor 
information  to  be  provided  to  investors  subscribing  to  a  specific  investment 
compartment,  including  how  to  pass  from  one  investment  compartment  into 
another and the costs related thereto; 

(ii) 

for UCITS offering different share classes, the key investor information to be 
provided to investors subscribing to a specific share class; 

(iii)  for  fund  of  funds  structures,  the  key  investor  information  to  be  provided  to 
investors subscribing to a UCITS, which invests itself in other UCITS or other 
collective investment undertakings referred to in Article 45(1)(e);  

(iv) 

for  master-feeder  structures,  the  key  investor  information  to  be  provided  to 
investors subscribing to a feeder UCITS; 

(v) 

for  exchange-traded  UCITS,  the  key  investor  information  to  be  provided  to 
investors subscribing to an exchange-traded UCITS; 

(vi) 

for structured, capital protected and other comparable UCITS, the key investor 
information  to  be  provided  to  investors  subscribing  to  structured,  capital 
protected  and  other  comparable  UCITS  offering  a  predetermined  pay-off  at  a 
certain  time  horizon,  entirely  depending  on  certain  parameters  such  as  the 
evolution of a given index; 

(c) 

the specific details of the form and presentation of the key investor information to be 
provided to investors as referred to under paragraph 5. 

Those  measures,  designed 
this  Directive  by 
supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny 
referred to in Article 107(2). 

to  amend  non-essential  elements  of 

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Article 74 

Key investor information shall constitute pre-contractual information. It shall be fair, 

1. 
clear and not misleading. It shall be consistent with the relevant parts of the prospectus. 

Member  States  shall  ensure  that  a  person  does  not  incur  civil  liability  solely  on  the 
2. 
basis  of  the  key  investor  information,  including  any  translation  thereof,  unless  it  is 
misleading, inaccurate or inconsistent with the relevant parts of the prospectus. Key investor 
information shall contain a clear warning in this respect.  

Article 75 

1. 
Member States shall require that an investment company and, for each of the common 
funds it manages, a management company, which sells UCITS directly or through a tied agent 
to  investors,  delivers  to  investors,  either  directly  or  through  their  tied  agent,  key  investor 
information on such UCITS in good time before their proposed subscription of units in such 
UCITS. 

2. 
Member States shall require that an investment company and, for each of the common 
funds it manages, a management company, which does not sell UCITS directly or through a 
tied  agent  to  investors,  delivers  key  investor  information  to  product  manufacturers  and 
intermediaries  selling  or  advising  investors  on  potential  investments  in  such  UCITS  or  in 
products  offering  exposure  to  such  UCITS,  so  as  to  enable  them  to  provide  all  relevant 
information  on  the  proposed  investment  to  their  clients  or  potential  clients,  in  compliance 
with  any  information  obligations  applicable  to  them  under  the  relevant  Community  and 
national law. 

Article 76 

Member States shall allow investment companies and, for each of the common funds 
1. 
they  manage,  management  companies,  to  deliver  key  investor  information  in  a  durable 
medium or by means of a website. 

The  Commission  may  adopt  implementing  measures  which  define  the  specific 
2. 
conditions  which  need  to  be  met  when  delivering  key  investor  information  in  a  durable 
medium other than on paper and by means of a website which does not constitute a durable 
medium.  

Those  measures,  designed 
this  Directive  by 
supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny 
referred to in Article 107(2). 

to  amend  non-essential  elements  of 

Article 77 

UCITS shall send their key investor information and any amendments thereto, to the 

1. 
competent authorities of their home Member State. 

2. 

The essential elements of key investor information shall be kept up to date. 

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CHAPTER XSECTION VII 

(cid:208) 85/611/EEC (adapted) 

The gGeneral obligations of UCITS 

(cid:208) 85/611/EEC 

Article 78 36 

1. Neither: 

(cid:208) 85/611/EEC (adapted) 
(cid:214) new 

⌦ (a) ⌫ 

an investment company, nor 

⌦ (b) ⌫ 

a  management  company  or  depositary  acting  on  behalf  of  a  unit  trust 

(cid:214) common fund , 

(cid:208) 85/611/EEC 
(cid:214) new 

may borrow. 

However, a UCITIS may acquire foreign currency by means of a «"back-to-back"» loan. 

2.  By  way  of  derogation  from  paragraph  1,  a  Member  State  may  authorise  a  UCITS  to 
borrow: 

(a) 

up to 10% 

– 

– 

of its assets, in the case of an investment company, or 

of the value of the fund, in the case of a unit trust (cid:214) common fund  , 

provided that the borrowing is on a temporary basis; 

(b) 

up  to  10  %  of  its  assets,  in  the  case  of  an  investment  company,  provided  that  the 
borrowing is to make possible the acquisition of immovable property essential for the 
direct  pursuit  of  its  business;  in  this  case  the  borrowing  and  that  referred  to  in 

(cid:208) 85/611/EEC (adapted) 

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subparagraph  ⌦ point ⌫  (a)  may  not  in  any  case  in  total  exceed  15  %  of  the 
borrower's assets. 

Article 79 37 

1.  A  UCITS  must  ⌦ shall ⌫  re-purchase  or  redeem  its  units  at  the  request  of  any  unit-
holder. 

2. By way of derogation from paragraph 1: 

(a) 

(b) 

a UCITS may, in the cases and according to the procedures provided for by law, the 
fund  rules  or  ⌦ the  instruments  of  incorporation  of ⌫  the  investment  company's 
instruments of incorporation, temporarily suspend the re-purchase or redemption of 
its  units.  Suspension  may  be  provided  for  only  in  exceptional  cases  where 
circumstances so require, and suspension is justified having regard to the interests of 
the unit-holders; 

the  ⌦ UCITS  home ⌫  Member  States  may  allow  their  competent  authorities  to 
require the suspension of the re-purchase or redemption of units in the interest of the 
unit-holders or of the public. 

3.  In  the  cases  mentioned  in  paragraph  2(a),  a  UCITS  must  ⌦ shall ⌫  without  delay 
communicate  its  decision  to  the  competent  authorities  and  to  the  authorities  of  all  Member 
States in which it markets its units. 

(cid:208) 85/611/EEC (adapted) 
(cid:214) new 

Article 80 38 

The rules for the valuation of assets and the rules for calculating the sale or issue price and the 
re-purchase or redemption price of the units of a UCITS must ⌦ shall ⌫ be laid down in the 
law,  in  the  fund  rules  or  in  ⌦ the  instruments  of  incorporation  of ⌫  the  investment 
company's instruments of incorporation. 

Article 81 39 

The  distribution  or  reinvestment  of  the  income  of  a  unit  trust  (cid:214) common  fund   or  of  an 
investment company shall be effected in accordance with the law and with the fund rules or 
the investment company's instruments of incorporation ⌦ of the investment company ⌫ . 

Article 82 40 

A UCITS unit may ⌦ shall ⌫ not be issued unless the equivalent of the net issue price is 
paid  into  the  assets  of  the  UCITS  within  the  usual  time  limits.  This  provision  shall  not 
preclude the distribution of bonus units. 

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Article 83 41 

1. Without prejudice to the application of Articles ⌦ 45 and 46 ⌫ 19 and 21, neither: 

⌦ (a) ⌫ 

an investment company, nor 

⌦ (b) ⌫ 

a  management  company  or  depositary  acting  on  behalf  of  a  unit  trust 

(cid:214) common fund  , 

may grant loans or act as a guarantor on behalf of third parties. 

(cid:208) 85/611/EEC 

2.  Paragraph  1  shall  not  prevent  such  undertakings  from  acquiring  transferable  securities, 
money market instruments or other financial instruments referred to in Article 19 ⌦ 45 ⌫ 
(1)(e), (g) and (h) which are not fully paid. 

(cid:208) 2001/108/EC Art. 1 pt. 20 
(adapted) 

(cid:208) 2001/108/EC Art. 1 pt. 21 

Article 84 42 

Neither: 

(cid:208) 2001/108/EC Art. 1 pt. 21 
(adapted) 
(cid:214) new 

⌦ (a) ⌫ 

an investment company, nor 

⌦ (b) ⌫ 

a  management  company  or  depositary  acting  on  behalf  of  a  unit  trust 

(cid:214) common fund  

may carry out uncovered sales of transferable securities, money market instruments or other 
financial instruments referred to in Article 19 ⌦ 45 ⌫ (1)(e), (g) and (h). 

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(cid:208) 85/611/EEC (adapted) 
(cid:214) new 

Article 85 43 

The law or the fund rules must ⌦ shall ⌫ prescribe the remuneration and the expenditure 
which a management company is empowered to charge to a unit trust (cid:214) common fund  and 
the method of calculation of such remuneration. 

The  law  or  an  investment  company's  ⌦ the ⌫  instruments  of  incorporation  ⌦ of  an 
investment company ⌫ must ⌦ shall ⌫ prescribe the nature of the cost to be borne by the 
company. 

CHAPTER XISECTION VIII 

Special provisions applicable to UCITS which market their units 
in Member States other than those in which they are 
⌦ established ⌫ situated 

Article 86 44 

1.  A  UCITS  which  markets  its  units  in  another  Member  State  must  comply  with  the  laws, 
regulations  and  administrative  provisions  in  force  in  that  State  which  do  not  fall  within  the 
field governed by this Directive. 

2.  Any  UCITS  may  advertise  its  units  in  the  Member  State  in  which  they  are  marketed.  It 
must comply the provisions governing advertising in that State. 

3. The provisions referred to in paragraphs 1 and 2 must be applied without discrimination. 

(cid:216) new 

1.  UCITS  host  Member  States  shall  ensure  that  UCITS  can  market  their  units  within  their 
territories upon notification under Article 88. 

2. UCITS host Member States shall not impose any additional requirements or administrative 
procedures  on  UCITS  as  referred  to  in  paragraph  1  in  respect  of  the  field  governed  by  this 
Directive. 

3.  Member  States  shall  ensure  that  complete  information  on  the  laws,  regulations  and 
administrative  provisions  which  do  not  fall  within  the  field  governed  by  this  Directive  and 
which are relevant to the marketing of units of UCITS, established in another Member State 
within  their  territories,  is  easily  accessible  at  distance  and  by  electronic  means.  Member 
States shall ensure that this information is available in a language customary in the sphere of 
international finance, is provided in a clear and unambiguous manner and is kept up to date. 

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(cid:208) 85/611/EEC (new) 

Article 87 45 

In the case referred to in Article 44, the UCITS must ⌦ shall ⌫, inter alia, in accordance 
with the laws, regulations and administrative provisions in force in the ⌦ host ⌫ Member 
State of marketing, take the measures necessary to ensure that facilities are available in that 
⌦ Member ⌫ State for making payments to unit-holders, re-purchasing or redeeming units 
and making available the information which UCITS are obliged to provide. 

(cid:208) 2001/107/EC Art. 1 pt. 15 
(adapted) 
(cid:214) new 

Article 88 46 

⌦ 1. ⌫ If a UCITS proposes to market its units in a Member State other than that in which 
it is situated established, it must ⌦ shall ⌫ first inform (cid:214) submit a notification letter to  
the  competent  authorities  of  that  other  (cid:214) its  home   Member  State  accordingly.  It  must 
simultaneously send the latter authorities:  

The notification letter shall include information on arrangements made for marketing of units 
of the UCITS in that Member State. 

A UCITS  shall enclose with  the notification  letter, as referred to in paragraph 1, the 

2. 
latest version of the following: 

an attestation by the competent authorities to the effect that it fulfils the conditions imposed 
by this Directive, 

(a) 

its fund rules or its instruments of incorporation, its full and simplified prospectuses, 
⌦ and, ⌫  where  appropriate,  its  latest  annual  report  and  any  subsequent  half-
yearly report, and (cid:214) translated in accordance with the provisions of Article 89(1) (c) 
and (d).   

- details of the arrangements made of the marketing of its units in that other Member State 

An  investment  company  or  a  management  company  may  begin  to  market  its  units  in  that 
other  Member  State  two  months  after  such  communication,  unless  the  authorities  of  the 
Member  States  concerned  establish,  in  a  reasoned  decision  taken  before  the  expiry  of  that 
period of two months, that the arrangements made for the marketing of units do not comply 
with the provisions referred to in Article 44 (1) and Article 45. 

(b) 

its  key  investor  information  referred  to in  Article  73,  translated  in  accordance  with 
Article 89(1) (b) and (d). 

(cid:216) new 

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3.  The  competent  authorities  of  the  UCITS  home  Member  State  shall  verify  whether  the 
documentation submitted by the UCITS according to paragraphs 1 and 2 is complete. 

The  competent  authorities  of  the  UCITS  home  Member  State  shall  transmit  the  complete 
documentation referred to in paragraphs 1 and 2 to the competent authorities of the Member 
State in which the UCITS proposes to market its units, no later that one month after the date 
of receipt of the notification letter. They shall enclose to the documentation an attestation that 
the UCITS fulfils the conditions imposed by this Directive.  

Upon  the  transmission  of  the  documentation,  the  competent  authorities  of  the  UCITS  home 
Member State shall immediately notify the UCITS about the transmission. The UCITS may 
start marketing its units in the UCITS host Member State as of the date of this notification. 

4. Member States shall ensure that the notification letter as referred to in paragraph 1 and the 
attestation as referred to in paragraph 3 are provided in a language customary in the sphere of 
international finance. 

5.  Member  States  shall  ensure  that  the  electronic  transmission  and  filing  of  the  documents 
referred to in paragraph 3 is accepted by their competent authorities. 

6.  For  the  purpose  of  the  notification  procedure  set  out  in  this  Article,  the  competent 
authorities  of  the  Member  State  in  which  a  UCITS  proposes  to  market  its  units  shall  not 
request any additional documents, certificates or information other than those provided for in 
this Article.  

7. The UCITS home Member State shall ensure that the competent authorities of the UCITS 
host  Member  State  have  access,  by  electronic  means,  to  the  documents  referred  to  in 
paragraph  2  and,  if  applicable,  to  any  translations  thereof  and  that  those  documents  and 
translations are kept up to date. 

8.  In  the  event  of  a  change  in  the  information  regarding  the  marketing  arrangements 
communicated in the notification letter in accordance with paragraph 1, the UCITS shall give 
a written notice of this change to the competent authorities of the host Member State before 
implementing the change. 

(cid:208) 2001/107/EC Art. 1 pt. 16 

Article 89 47 

If a UCITS markets its units in a Member State other than that in which it is situated, it must 
distribute  in  that  other  Member  State,  in  accordance  with  the  same  procedures  as  those 
provided for in the home Member State, the full and simplified prospectuses, the annual and 
half-yearly reports and the other information provided for in Articles 29 and 30. 

These documents shall be provided in the or one of the official languages of the host Member 
State or in a language approved by the competent authorities of the host Member State. 

EN 

97 

   EN 

 
 
(cid:216) new 

1. If a UCITS markets its units in a UCITS host Member State, it shall provide to investors 
within the territory of such Member State all information and documents which it is required 
pursuant to Chapter IX to provide to investors in its home Member State. 

Such  information  and  documents  shall  be  provided  to  investors  in  compliance  with  the 
following provisions: 

(a) 

(b) 

(c) 

(d) 

without  prejudice  to  the  provisions  of  Chapter  IX,  such  information  and/or 
documents  shall  be  provided  to  investors  in  the  way  prescribed  by  the  laws, 
regulations and/or administrative provisions of the UCITS host Member State; 

key investor information referred to in Article 73 shall be translated into the official 
language, or one of the official languages, of the UCITS host Member State or into a 
language approved by the competent authorities of the UCITS host Member State;  

information or documents other than key investor information referred to in Article 
73 shall be translated into the official language, or one of the official languages, of 
the  UCITS  host  Member  State  or  into  a  language  approved  by  the  competent 
authorities  of  the  UCITS  host  Member  State  or  into  a  language  customary  in  the 
sphere of international finance, at the choice of the UCITS; 

translations  of  information  and/or  documents  under  points  (b)  and  (c)  shall  be 
produced  under  the  responsibility  of  the  UCITS  and  shall  faithfully  reflect  the 
content of the original information. 

2.  The  requirements  set  out  in  paragraph  1  shall  also  be  applicable  to  any  changes  to  the 
information and documents referred therein. 

3. The frequency of the publication of the issue, sale, purchase or redemption price of units of 
UCITS  according  to  Article  71  shall  be  subject  to  the  laws,  regulations  and  administrative 
provisions of the UCITS home Member State. 

1. The Commission may adopt implementing measures specifying: 

Article 90 

(a) 

(b) 

(c) 

the format and the scope of the information as referred to in Article 86 (3); 

the  application  of  the  procedure  set  out  in  Article  88  to  the  marketing  of  units  of 
investment compartments of UCITS when the marketing of units of such UCITS has 
already been notified in the UCITS host Member State in accordance with Article 88; 

the application of the procedure set out in Article 88 to the marketing of new share 
classes  of  UCITS  when  the  marketing  of  other  share  classes  of  such  UCITS  has 
already been notified in the UCITS host Member State in accordance with Article 88; 

EN 

98 

   EN 

 
 
(d) 

the  facilitation  of  access  for  the  competent  authorities  of  the  UCITS  host  Member 
States to the information and/or documents referred to in Article 88(1), (2) and (3) as 
required by Article 88 (7). 

this  Directive  by 
Those  measures,  designed 
supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny 
referred to in Article 107(2). 

to  amend  non-essential  elements  of 

2. The Commission may also adopt implementing measures specifying: 

(a) 

(b) 

(c) 

the form and contents of a standard model of the notification letter to be used by a 
UCITS for the purpose of notification, as referred to in Article 88(1); 

the  form  and  contents  of  a  standard  model  of  attestation  to  be  used  by  competent 
authorities of Member States, as referred to in Article 88(3); 

the  procedure  for  the  exchange  of  information  and  the  use  of  electronic 
communication between competent authorities for the purpose of notification under 
the provisions of Article 88. 

These  measures  shall  be  adopted  in  accordance  with  the  regulatory  procedure  referred  to  in 
Article 107(3). 

(cid:208) 85/611/EEC (adapted) 
(cid:214) new 

Article 91 48 

For  the  purpose  of  carrying  on  its  activities,  a  UCITS  may  use  the  same  generic  name 
⌦ reference  to  its  legal  form ⌫  (such  as  investment  company  or  (cid:214) common  fund   unit 
trust) ⌦ in  its  designation ⌫  in  the  Community ⌦ a  UCITS  host  Member  State ⌫  as  it 
uses in the ⌦ its home ⌫ Member State in which it is situated. In the event of any danger of 
confusion, the host Member State may, for the purpose of clarification, require that the name 
be accompanied by certain explanatory particulars. 

CHAPTER XIISECTION IX 

Provisions concerning the authorities responsible for 
authorizsation and supervision 

Article 92 49 

1.  The  Member  States  shall  designate  the  authorities  which  are  to  carry  out  the  duties 
provided  for  in  this  Directive.  They  shall  inform  the  Commission  thereof,  indicating  any 
division of duties. 

EN 

99 

   EN 

 
 
2.  The  ⌦ competent ⌫  authorities  referred  to  in  paragraph  1  must  ⌦ shall ⌫  be  public 
authorities or bodies appointed by public authorities. 

3.  The  authorities  of  the  ⌦ UCITS  home  Member ⌫  State  in  which  a  UCITS  is  situated 
shall be competent to supervise that UCITS. However, the authorities of the ⌦ UCITS host 
Member ⌫ State in which a UCITS markets its units in accordance with Article 44 shall be 
competent  to  supervise  compliance  with  Section  VIII (cid:214)  the  provisions  falling  outside  the 
field governed by the Directive and requirements set out in Articles 87 and 89. 

4. The authorities concerned must be granted all the powers necessary to carry out their task. 

(cid:216) new 

Article 93 

1. 
Competent authorities shall be given all supervisory and investigatory powers that are 
necessary  for  the  exercise  of  their  functions.  Such  powers  shall  be  exercised  in  any  of  the 
following ways: 

(a) 

(b) 

(c) 

directly; or 

in collaboration with other authorities; or 

under  their  responsibility  by  delegation  to  entities  to  which  tasks  have  been 
delegated; or 

(d) 

by application to the competent judicial authorities. 

2. 

The powers referred to in paragraph 1 shall include, at least, the rights to: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

have access to any document in any form and to receive a copy of it; 

demand  information  from  any  person  and  if  necessary  to  summon  and  question  a 
person with a view to obtaining information; 

carry out on-site inspections; 

require existing telephone and existing data traffic records; 

require the cessation of any practice that is contrary to the provisions adopted in the 
implementation of this Directive; 

request the freezing and/or the sequestration of assets; 

request temporary prohibition of professional activity; 

require  authorised  investment  companies,  management  companies  and  depositaries 
to provide information; 

EN 

100 

   EN 

 
 
(i) 

(j) 

(k) 

adopt  any  type  of  measure  to  ensure  that  investment  companies,  management 
companies  or  depositaries  continue  to  comply  with  the  requirements  of  this 
Directive; 

require the suspension of the repurchase or redemption of units in the interest of the 
unit holders or of the public; 

withdraw  the  authorisation  granted  to  a  UCITS,  a  management  company  or  a 
depositary; 

(l) 

refer matters for criminal prosecution; 

(m) 

allow auditors or experts to carry out verifications or investigations. 

Article 94 

1.  Member  States  shall  lay  down  the  rules  on  penalties  applicable  to  infringements  of  the 
national provisions adopted pursuant to this Directive and shall take all measures necessary to 
ensure that they are implemented. The penalties provided for must be effective, proportionate 
and dissuasive. Without precluding rules on penalties applicable to infringements of the other 
national provisions adopted pursuant to this Directive, Member States shall in particular lay 
down  effective,  proportionate  and  dissuasive  penalties  concerning  the  duty  to  present  key 
investor information in a way that is likely to be understood by retail investors according to 
Article 73(5). 

2. Member States shall provide that the competent authorities may disclose to the public any 
measure  or  sanction  that  will  be  imposed  for  infringement  of  the  provisions  adopted  in  the 
implementation  of  this  Directive,  unless  such  disclosure  would  seriously  jeopardise  the 
financial markets or cause disproportionate damage to the parties involved. 

Article 95 

1. 
Member  States  shall  ensure  that  efficient  and  effective  complaints  and  redress 
procedures  are  in  place  for  the  out-of  court  settlement  of  consumer  disputes  concerning  the 
activity of UCITS using existing bodies where appropriate. 

2. 
Member States shall ensure that the bodies referred to in paragraph 1 are not prevented 
by  legal  or  regulatory  provisions  from  cooperating  effectively  in  the  resolution  of  cross-
border disputes 

(cid:208) 85/611/EEC (new) 

Article 96 50 

1. The authorities of the Member States referred to in Article 49 shall collaborate closely in 
order  to  carry  out  their task  and  must  for  that  purpose  alone  communicate  to  each  other  all 
information required. 

EN 

101 

   EN 

 
 
(cid:216) new 

1. 
The  competent  authorities  of  the  Member  States  shall  cooperate  with  each  other 
whenever  necessary  for  the  purpose  of  carrying  out  their  duties  under  this  Directive  or  of 
exercising their powers under this Directive or under national law. 

Member  States  shall  take  the  necessary  administrative  and  organisational  measures  to 
facilitate the cooperation provided for in this paragraph. 

Competent  authorities  shall  use  their  powers  for  the  purpose  of  cooperation,  even  in  cases 
where the conduct under investigation does not constitute an infringement of any regulation in 
force in that Member State. 

2. 
The competent authorities of the Member States shall immediately supply one another 
with  the  information  required  for  the  purposes  of  carrying  out  their  duties  under  this 
Directive. 

3. 
The  competent  authorities  of  one  Member  State  may  request  the  cooperation  of  the 
competent authorities of another Member State in a supervisory activity or for an on-the-spot 
verification or in an investigation on the territory of the latter within the framework of their 
powers  pursuant  to  this  Directive.  Where  a  competent  authority  receives  a  request  with 
respect to an on-the-spot verification or an investigation, it shall: 

(a) 

(b) 

(c) 

carry out the verification or investigation itself, 

allow the requesting authority to carry out the verification or investigation, or 

allow auditors or experts to carry out the verification or investigation. 

4. 
If the verification or investigation is carried out on the territory of one Member State 
by the competent authority of the same Member State, the competent authority of the Member 
State  which  has  requested  cooperation,  may  ask  that  members  of  its  own  personnel 
accompany  the  personnel  carrying  out  the  verification  or  investigation.  The  verification  or 
investigation shall, however, be subject to the overall control of the Member State on whose 
territory it is conducted. 

If the verification or investigation is carried out on the territory of one Member State by the 
competent authority of another Member State, the competent authority of the Member State 
on whose territory the verification or investigation is carried out may request that members of 
its own personnel accompany the personnel carrying out the verification or investigation. 

Competent  authorities  may  refuse  to  exchange  information  as  provided  for  in 
5. 
paragraph (2) or to act on a request for cooperation in carrying out an investigation or on-the-
spot verification as provided for in paragraph (3) only where: 

(a) 

(b) 

such  an  investigation,  on-the-spot  verification  or  exchange  of  information  might 
adversely  affect  the  sovereignty,  security  or  public  policy  of  the  Member  State 
addressed; 

judicial  proceedings  have  already  been  initiated  in  respect  of  the  same  actions  and 
the same persons before the authorities of the Member State addressed; 

EN 

102 

   EN 

 
 
(c) 

final judgment has already been delivered in the Member State addressed in respect 
of the same persons and the same actions. 

6 
Competent authorities shall notify the requesting competent authorities of any decision 
taken under paragraph 5. This notification shall contain information about the motives of their 
decision. 

Competent  authorities  may  bring  the  following  situations  to  the  attention  of  the 

7. 
Committee of European Securities Regulators33: 

(a) 

(b) 

(c) 

situations where a request to exchange information as provided for in Article 104 has 
not been acted upon within a reasonable time or has been rejected; 

situations  where  an  application  to  carry  out  an  investigation  or  a  verification  as 
provided for in Article 105 has not been acted upon within a reasonable time or has 
been rejected; 

situations where a request for authorisation for its officials to accompany those of the 
competent  authority  of  the  other  Member  State  has  not  been  acted  upon  within  a 
reasonable time or has been rejected. 

The  Commission  may  adopt  implementing  measures  concerning  procedures  for  on-

8. 
the-spot verifications and investigations. 

Those  measures shall be adopted in  accordance with the regulatory procedure referred to in 
Article 107(3). 

(cid:208) 95/26/EC Art. 4(7) (adapted) 

Article 97 

2 ⌦1 ⌫ . Member States shall provide that all persons who work or who have worked for 
the  competent  authorities,  as  well  as  auditors  and  experts  instructed  by  the  competent 
authorities,  shall  be  bound  by  the  obligation  of  professional  secrecy.  Such  secrecy 
⌦ obligation ⌫  implies  that  no  confidential  information  which  they  may  receive  in  the 
course  of  their  duties  may  be  divulged  to  any  person  or  authority  whatsoever,  save  in 
summary or aggregate form such that ⌦ UCITS ⌫ Ucits and management companies and 
depositaries  (hereinafter  referred  to  as  undertakings  contributing  towards  their  business 
activity) cannot be individually identified, without prejudice to cases covered by criminal law. 

Nevertheless ⌦ However ⌫ , when an ⌦ UCITS ⌫ Ucits or an undertaking contributing 
towards its business activity has been declared bankrupt or is being compulsorily wound up, 
confidential information which does not concern third parties involved in rescue attempts may 
be divulged in civil or commercial proceedings. 

3  ⌦ 2. ⌫Paragraph  2  ⌦ 1 ⌫  shall  not  prevent  the  competent  authorities  of  the  various 
Member  States  from  exchanging  information  in  accordance  with  this  Directive  or  other 

33 

As established by Commission Decision 2001/527/EC of 6 June 2001, OJ L 191, 13July 2001, p 43. 

EN 

103 

   EN 

 
 
                                                 
Directives  applicable  to  ⌦ UCITS ⌫  Ucits  or  to  undertakings  contributing  towards  their 
business activity. That information shall be subject to the conditions of professional secrecy 
imposed in paragraph 2 ⌦ 1 ⌫. 

(cid:208) 2000/64/EC Art. 1 (adapted) 

4 ⌦ 3. ⌫Member  States  may  conclude  cooperation agreements providing for  exchange of 
information with the competent authorities of third countries, or with authorities or bodies of 
third countries, as defined ⌦ determined ⌫ in paragraphs 6 ⌦ 5 of this Article ⌫ and 7 
⌦ Article 98(1) ⌫ only if the information disclosed is subject to guarantees of professional 
secrecy at least equivalent to those referred to in this Article. Such exchange of information 
must ⌦ shall ⌫ be intended for the performance of the supervisory task of the ⌦ those ⌫ 
authorities or bodies mentioned. 

Where the information originates in another Member State, it may not be disclosed without 
the  express  agreement  of  the  competent  authorities  which  have  disclosed  it  and,  where 
appropriate, solely for the purposes for which those authorities gave their agreement. 

(cid:208) 95/26/EC Art. 4(6) (adapted) 

5  ⌦ 4. ⌫Competent  authorities  receiving  confidential  information  under  paragraphs  2 
⌦1 ⌫  or  3  ⌦ 2 ⌫  may  use  it  only  in  the  course  of  their  duties  ⌦ for  the  following 
purposes ⌫: 

⌦ (a) ⌫ 

to  check  that  the  conditions  governing  the  taking-up  of  the  business  of 
⌦ UCITS ⌫ Ucits or of  undertakings contributing towards their business  activity 
are  met  and  to  facilitate  the  monitoring  of  the  conduct  of  that  business, 
administrative and accounting procedures and internal-control mechanisms,; 

⌦ (b) ⌫ 

to impose sanctions,; 

⌦ (c) ⌫ 

in administrative appeals against decisions by the competent authorities,; or 

⌦ (d) ⌫ 

in court proceedings initiated under Article 51 ⌦ 102 ⌫ (2). 

6  ⌦ 5. ⌫Paragraphs  2  ⌦ 1 ⌫  and  5  ⌦ 4 ⌫  shall  not  preclude  the  exchange  of 
information  ⌦  between  the  competent  authorities,  within  one  Member  State  or  between 
several Member States, which are⌫: 

(a) 

(b) 

within a Member State, where there are two or more competent authorities; or 

within  a  Member  State  or  between  Member  States,  between  competent  authorities; 
and: 

⌦ (i) ⌫ 

authorities  with  public  responsibility  for  the  supervision  of  credit 
institutions, 
insurance  undertakings  and  other 
financial  organiszations  and  the  authorities  responsible  for  the  supervision  of 
financial markets,; 

investment  undertakings, 

EN 

104 

   EN 

 
 
 
⌦ (ii) ⌫  bodies involved in the liquidation or bankruptcy of ⌦ UCITS ⌫ Ucits 
and  other  similar  procedures  and  of  undertakings  contributing  towards  their 
business activity, ; 

⌦ (iii) ⌫  persons responsible for carrying out statutory audits of the accounts of 
insurance  undertakings,  credit  institutions,  investment  undertakings  and  other 
financial institutions,. 

⌦In  particular,  paragraph  1  and  4  shall  not  preclude  the  performance  by  the 
competent authorities listed above of their ⌫ in the performance of their supervisory 
functions,  or  the  disclosure  to  bodies  which  administer  compensation  schemes  of 
information necessary for the performance of their functions. 

Such  information⌦ Information  exchanged  pursuant  to  the  first  subparagraph ⌫ 
shall  be  subject  to  the  conditions  of  professional  secrecy  imposed  in  paragraph  2 
⌦ 1 ⌫. 

7  ⌦ 1 ⌫  .  Notwithstanding  paragraphs  2  to  5  ⌦Article  97(1)  to  (4) ⌫,  Member  States 
may authorisze exchanges of information between the competent authorities and  

Article 98 

(cid:208) 95/26/EC Art. 4(7) (adapted) 
(cid:206)1 95/26/EC Art. 1 fourth indent 

⌦ (a) ⌫ 

the authorities responsible for overseeing the bodies involved in the liquidation 
and  bankruptcy  of  (cid:206)1 ⌦ UCITS ⌫  undertakings  for  collective  investment  in 
transferable  securities  (Ucits)  or  undertakings  contributing  towards  their  business 
activity  and other similar procedures;, or 

⌦ (b) ⌫  the  authorities  responsible  for  overseeing  persons  charged  with  carrying  out 
statutory  audits  of  the  accounts  of  insurance  undertakings,  credit  institutions, 
investment firms and other financial institutions. 

⌦ 2. ⌫ Member States which have recourse to the ⌦ derogation ⌫ option provided for in 
the  ⌦ paragraph  1 ⌫  first  subparagraph  shall  require  at  least  that  ⌦ at  least ⌫  the 
following conditions are met: 

⌦ (a) ⌫ 

the information shall be ⌦ is used ⌫ for the purpose of performing the task 

of overseeing referred to in the first subparagraph, ⌦ paragraph 1 ⌫ ; 

⌦ (b) ⌫  ⌦ the ⌫ information received in this context shall be ⌦ is ⌫ subject to the 

conditions of professional secrecy imposed in paragraph 2 ⌦ Article 97(1) ⌫ ,; 

⌦ (c) ⌫ 

where  the  information  originates  in  another  Member  State,  it  may  not  be 
disclosed  without  the  express  agreement  of  the  competent  authorities  which  have 
disclosed  it  and,  where  appropriate,  solely  for  the  purposes  for  which  those 
authorities gave their agreement. 

EN 

105 

   EN 

 
 
 
⌦ 3. ⌫  Member  States  shall  communicate  to  the  Commission  and  to  the  other  Member 
States the names of the authorities which may receive information pursuant to this paragraph 
⌦ paragraph 1 ⌫ . 

8 ⌦ 4 ⌫  .  Notwithstanding  paragraphs  2 ⌦Article  97(1)  to  (4) ⌫  to  5  ,  Member  States 
may, with the aim of strengthening the stability, including integrity, of the financial system, 
authorisze the exchange of information between the competent authorities and the authorities 
or  bodies  responsible  under  the  law  for  the  detection  and  investigation  of  breaches  of 
company law. 

⌦ 5. ⌫ Member States which have recourse to the ⌦ derogation ⌫ option provided for in 
the  first  subparagraph  ⌦ paragraph  4 ⌫  shall  require  at  least  that  ⌦ at  least ⌫  the 
following conditions are met: 

⌦ (a) ⌫ 

the information shall be ⌦ is used ⌫ for the purpose of performing the task 

referred to in the first subparagraph ⌦ paragraph 4 ⌫ ,; 

⌦ (b) ⌫  ⌦ the ⌫ information received in this context shall be ⌦ is ⌫ subject to the 

conditions of professional secrecy imposed in paragraph 2 ⌦ Article 97(1) ⌫ ,; 

⌦ (c) ⌫ 

where  the  information  originates  in  another  Member  State,  it  may  not  be 
disclosed  without  the  express  agreement  of  the  competent  authorities  which  have 
disclosed  it  and,  where  appropriate,  solely  for  the  purposes  for  which  those 
authorities gave their agreement. 

⌦For  the  purposes  of  point  (c),  the  authorities  or  bodies  referred  to  in  paragraph  4  shall 
communicate  to  the  competent  authorities  which  have  disclosed  the  information  the  names 
and precise responsibilities of the persons to whom it is to be sent. ⌫ 

⌦ 6. ⌫  Where,  in  a  Member  State,  the  authorities  or  bodies  referred  to  in  the  first 
subparagraph ⌦ paragraph 4 ⌫ perform their task of detection or investigation with the aid, 
in view of their specific competence, of persons appointed for that purpose and not employed 
in  the  public  sector  the  possibility  of  exchanging  information  provided  for  in  the  first 
subparagraph  ⌦ that  paragraph ⌫  may  be  extended  to  such  persons  under  the  conditions 
stipulated in the second subparagraph ⌦ paragraph 5 ⌫ . 

In order to implement the final indent of the second subparagraph, the authorities or bodies 
referred  to  in  the  first  subparagraph  shall  communicate  to  the  competent  authorities  which 
have disclosed the information the names and precise responsibilities of the persons to whom 
it is to be sent. 

⌦ 7. ⌫  Member  States  shall  communicate  to  the  Commission  and  to  the  other  Member 
States the names of the authorities or bodies which may receive information pursuant to this 
paragraph ⌦ 4 ⌫ . 

Before 31 December 2000, the Commission shall draw up a report on the application of this 
paragraph 

EN 

106 

   EN 

 
Article 99 

9 ⌦ 1 ⌫  .  This  Article ⌦ Articles  97  and  98 ⌫  shall  not  prevent  a  competent  authority 
from transmitting to central banks and other bodies with a similar function in their capacity as 
monetary  authorities  information  intended  for  the  performance  of  their  tasks,  nor  shall 
⌦ those  articles ⌫  it  prevent  such  authorities  or  bodies  from  communicating  to  the 
competent  authorities  such  information  as  they  may  need  for  the  purposes  of  paragraph  5 
⌦ Article 97(4) ⌫ . Information received in this context shall be subject to the conditions of 
professional secrecy imposed in this Article ⌦ 97(1) ⌫ . 

10  ⌦ 2 ⌫  .  This  Article  ⌦ Articles  97  and  98  ⌫  shall  not  prevent  the  competent 
authorities from communicating the information referred to in paragraphs 2 ⌦ Article 97(1) 
to (4) ⌫ to 5 to a clearing house or other similar body recognised under national law for the 
provision  of  clearing  or  settlement  services  for  one  of  their  Member  State's  markets  if  they 
consider  that  it  is  necessary  to  communicate  the  information  in  order  to  ensure  the  proper 
functioning of those bodies in relation to defaults or potential defaults by market participants.  

The  information  received  in  this  context  shall  be  subject  to  the  conditions  of  professional 
secrecy imposed in paragraph 2 ⌦ Article 97(1) ⌫ .  

Member States shall, however, ensure that information received under paragraph 3 ⌦ Article 
97(2) ⌫ may not be disclosed in the circumstances referred to in this paragraph ⌦ the first 
subparagraph of this paragraph ⌫ without the express consent of the competent authorities 
which disclosed it. 

11  ⌦ 3 ⌫  .  In  addition,  Notwithstanding  the  provisions  referred  to  in  paragraphs  2 
⌦ Article 97(1) and (4), ⌫ and 5, ⌦ Member States may, by virtue of provisions laid down 
by  law,  authorise  the  disclosure  of  certain  information  to  other  departments  of  their  central 
government administrations responsible for legislation on the supervision of UCITS ⌫ Ucits 
and of undertakings contributing towards their business activity, credit institutions, financial 
institutions, investment undertakings and insurance undertakings and to inspectors instructed 
by those departments. 

Such  disclosures  may,  however,  be  made  only  where  necessary  for  reasons  of  prudential 
control. 

Member  States  shall,  however,  provide  that  information  received  under  paragraphs  3 
⌦Article 97(2) and (5) ⌫ and 6 may never be disclosed in the circumstances referred to in 
this  paragraph  except  with  the  express  agreement  of  the  competent  authorities  which 
disclosed the information. 

(cid:216) new 

Article 100 

The Commission may adopt implementing measures relating to the procedures for exchange 
of information between competent authorities.  

EN 

107 

   EN 

 
 
Those  measures shall be adopted in  accordance with the regulatory procedure referred to in 
Article 107(3). 

(cid:208) 95/26/EC Art. 5 (adapted) 
(cid:206)1 95/26/EC Art. 1 fourth indent 

1. Member States shall provide at least that: 

Article 101 50a 

(a) 

any  person  authorised  within  the  meaning  of  Directive  ⌦ 2006/43/EC ⌫ 
84/253/EEC34,  performing  in  an  (cid:206)1 ⌦ UCITS ⌫  undertaking  for  collective 
investment  in  transferable  securities  (Ucits)  or  an  undertaking  contributing  towards 
its business activity  the task described ⌦ statutory audit referred to ⌫ in Article 
51  of  Directive  78/660/EEC35,  Article  37  of  Directive  83/349/EEC  or  Article  31 
⌦ 68 ⌫ of ⌦ this ⌫ Directive 85/611/EEC or any other statutory task, shall have 
a duty to report promptly to the competent authorities any fact or decision concerning 
that  undertaking  of  which  he  has  become  aware  while  carrying  out  that  task 
⌦ and ⌫ which is liable to ⌦ bring about any of the following ⌫ : 

⌦ (i) ⌫ 

constitute  a  material  breach  of  the  laws,  regulations  or  administrative 
provisions  which  lay  down  the  conditions  governing  authorisation  or  which 
specifically govern pursuit of the activities of (cid:206)1 ⌦ UCITS ⌫ undertakings 
for  collective  investment  in  transferable  securities  (Ucits)  or  undertakings 
contributing towards their business activity  , ;or 

⌦ (ii) ⌫  affect  ⌦ impairment  of ⌫ 

the 
(cid:206)1 ⌦ UCITS ⌫  undertaking  for  collective  investment  in  transferable 
securities  (Ucits)  or  an  undertaking  contributing  towards  its  business 
activity  ;, or 

the  continuous  functioning  of 

⌦ (iii) ⌫ 

lead  to ⌦ a ⌫  refusal  to  certify  the  accounts  or  to  the  expression  of 

reservations; 

(b)  ⌦ the ⌫  that  person ⌦ referred  to  in  point  (a) ⌫  shall  likewise  have  a  duty  to 
report any facts and decisions of which he becomes aware in the course of carrying 
out  a  task  as  described  in  point  (a)  in  an  undertaking  having  close  links  resulting 
from  a  control  relationship  with  the  (cid:206)1 ⌦ UCITS ⌫  undertaking  for  collective 
investment  in  transferable  securities  (Ucits)  or  an  undertaking  contributing  towards 
its  business  activity,   within  which  he  is  carrying  out  the  abovementioned 
⌦ that ⌫ task. 

2. The disclosure in good faith to the competent authorities, by persons authorised within the 
meaning  of  Directive ⌦ 2006/43/EC ⌫  84/253/EEC  of  any  fact  or  decision  referred  to  in 
paragraph  1  shall  not  constitute  a  breach  of  any  restriction  on  disclosure  of  information 

34 
35 

OJ No L 126, 12. 5. 1984, p. 20. 
OJ No L 222, 14. 8. 1978, p. 11. Directive as last amended by Directive 90/605/EEC (OJ No L 317, 16. 
11. 1990, p. 60). 

EN 

108 

   EN 

 
 
                                                 
imposed  by  contract  ⌦ or ⌫  of  by  any  legislative,  regulatory  or  administrative  provision 
and shall not involve such persons in liability of any kind. 

(cid:208) 85/611/EEC (adapted) 

Article 102 51 

1. The ⌦ competent ⌫ authorities referred to in Article 49 must ⌦ shall ⌫ give reasons 
for any decision to refuse authorisation, and any negative decision taken in implementation of 
the  general  measures  adopted  in  application  of  this  Directive,  and  communicate  them  to 
applicants. 

2.  The  Member  States  shall  provide  that  decisions  taken  in  respect  of  a  UCITS  pursuant  to 
laws, regulations and administrative provisions adopted in accordance with this Directive are 
subject to the right to apply to the courts; the same shall apply if no decision is taken within 
six months of its ⌦ the ⌫ submission on ⌦ of ⌫ an authorisation application made by a 
UCITS, which includes all the information required under the provisions in force. 

(cid:216) new 

Member States shall provide that one or more of the following bodies, as determined 
3. 
by national law, may, in the interests of consumers and in accordance with national law, take 
action  before  the  courts  or  competent  administrative  bodies  to  ensure  that  the  national 
provisions for the implementation of this Directive are applied: 

(a) 

(b) 

(c) 

public bodies or their representatives; 

consumer organisations having a legitimate interest in protecting consumers; 

professional  organisations  having  a  legitimate  interest  in  acting  to  protect  their 
members. 

(cid:208) 85/611/EEC (adapted) 
(cid:214) new 

Article 103 52 

1.  Only  the  authorities  of  the  ⌦ UCITS  home ⌫  Member  State  in  which  a  UCITS  is 
situated  shall  have  the  power  to  take  action  against  it  if  it  infringes  any  law,  regulation  or 
administrative  provision  or  any  regulation  laid  down  in  the  fund  rules  or  in  the  investment 
company's instruments of incorporation ⌦ of the investment company ⌫ . 

2. Nevertheless ⌦ However ⌫ , the authorities of the ⌦ UCITS host ⌫ Member State in 
which the units of a UCITS are marketed may take action against it if it infringes (cid:214) the laws, 
regulations  and  administrative   provisions  referred  to  in  Section  VIII  (cid:214) in  force  on  their 

EN 

109 

   EN 

 
 
 
 
territory and falling outside the field governed by the Directive or the requirements set out in 
Articles 87 and 89 . 

3.  ⌦ 2. ⌫  Any  decision  to  withdraw  authorisation,  or  any  other  serious  measure  taken 
against  a  UCITS,  or  any  suspension  of  re-purchase  or  redemption  imposed  upon  it,  must 
⌦ shall ⌫  be  communicated  without  delay  by  the  authorities  of  the  ⌦ UCITS  home ⌫ 
Member  State  in  which  the  UCITS  in  question  is  situated  to  the  authorities  of  the  other 
⌦ UCITS host ⌫ Member Statesin which its units are marketed. 

(cid:216) new 

If  the  competent  authorities  of  the  UCITS  host  Member  State  have  clear  and 
3. 
demonstrable  grounds  for  believing  that  a  UCITS  whose  units  are  marketed  within  their 
territory  is  in  breach  of  the  obligations  arising  from  the  provisions  adopted  pursuant  to  this 
Directive  which  do  not  confer  powers  on  the  competent  authorities  of  the  UCITS  host 
Member State, they shall refer those findings to the competent authorities of the UCITS home 
Member State, which shall take the appropriate measures. 

If,  despite  the  measures  taken  by  the  competent  authorities  of  the  UCITS  home 
4. 
Member  State  or  because  such  measures  prove  inadequate,  or  because  the  UCITS  home 
Member  State  fails  to  act  within  a  reasonable  timeframe,  the  UCITS  persists  in  acting  in  a 
manner that is clearly prejudicial to the interests of the UCITS host Member State's investors, 
the competent authorities of the UCITS host Member State, may take either of the following 
actions: 

(a) 

after informing the competent authorities of the UCITS home Member State, take all 
the  appropriate  measures  needed  in  order  to  protect  investors,  including  the 
possibility  of  preventing  the  UCITS  concerned  from  carrying  on  any  further 
marketing of its units within their territory;  

(b) 

bring the matter to the attention of the Committee of European Securities Regulators. 

The Commission shall be informed without delay of any measure taken pursuant to point (a) 
of the first subparagraph. 

5. 
Member States shall ensure that within their territories it is possible to serve the legal 
documents necessary for the measures which may be taken by the UCITS host Member State 
on UCITS pursuant to paragraphs 2 to 4. 

(cid:208) 2001/107/EC Art. 1 pt. 17 
(adapted) 
(cid:214) new 

Article 104 52a 

1.  Where,  through  the  provision  of  services  or  by  the  establishment  of  branches,  a 
management company operates in one or more ⌦ management company's ⌫ host Member 
States, the competent authorities of all the Member States concerned shall collaborate closely. 

EN 

110 

   EN 

 
 
 
They shall supply one another on request with all the information concerning the management 
and ownership of such management companies that is likely to facilitate their supervision and 
all  information  likely  to  facilitate  the  monitoring  of  such  companies.  In  particular,  the 
authorities  of  the  ⌦ management  company's ⌫  home  Member  State  shall  cooperate  to 
ensure  that  the  authorities  of  the ⌦ management  company's ⌫  host  Member  State  collect 
the particulars referred to in Article 6c ⌦ 18 ⌫ (2). 

2.  Insofar  as  it  is  necessary  for  the  purpose  of  exercising  their  powers  of  supervision,  the 
competent  authorities  of  the  ⌦ management  company's ⌫  home  Member  State  shall  be 
informed  by  the  competent  authorities  of  the  ⌦ management  company's ⌫  host  Member 
State  of  any  measures  taken  by  the  ⌦ management  company's ⌫  host  Member  State 
pursuant  to  Article  6c  ⌦ 18 ⌫  (6)  which  involve  penalties  imposed  on  a  management 
company or restrictions on a management company's activities. 

Article 105 52b 

1.  Each  ⌦ management  company's ⌫  host  Member  State  shall  ensure  that,  where  a 
management  company  authorised  in  another  Member  State  carries  on  business  within  its 
territory  through  a  branch,  the  competent  authorities  of  the  management  company's  home 
Member  State  may,  after  informing  the  competent  authorities  of  the  ⌦ management 
company's ⌫  host  Member  State,  themselves  or  through  the  intermediary  of  persons  they 
instruct  for  the  purpose,  carry  out  on-the-spot  verification  of  the  information  referred  to  in 
Article 52a ⌦ 104 ⌫. 

2. The competent authorities of the management company's home Member State may also ask 
the  competent  authorities  of  the  management  company's  host  Member  State  to  have 
suchverification  carried  out.  Authorities  which  receive  such  requests  must,  within  the 
framework  of  their  powers,  act  upon  them  by  carrying  out  the  verifications  themselves,  by 
allowing the authorities who have requested them to carry them out or by allowing auditors or 
experts to do so. 

3  ⌦ 2 ⌫  .  This  Article  ⌦ Paragraph  1  ⌫  shall  not  affect  the  right  of  the  competent 
authorities  of  the  ⌦ management  company's ⌫  host  Member  State,  in  discharging  their 
responsibilities  under  this  Directive,  to  carry  out  on-the-spot  verifications  of  branches 
established within their territory. 

EN 

111 

   EN 

 
CHAPTER XIIISECTION X  

(cid:208) 85/611/EEC 

European Securities Committee 

(cid:208) 2005/1/EC Art. 9 pt. 5 

(cid:208) 2008/18/EC Art.1 (adapted) 

Article 106 53a 

The  Commission  ⌦ may  ⌫shall  adopt  technical  amendments  to  this  Directive  in  the 
following areas: 

(a) 

(b) 

clarification of the definitions in order to ensure uniform application of this Directive 
throughout the Community; 

alignment  of  terminology  and  the  framing  of  definitions  in  accordance  with 
subsequent acts on UCITS and related matters. 

Those measures, designed to amend non-essential elements of this Directive, shall be adopted 
in accordance with the regulatory procedure with scrutiny referred to in Article 10753b(2). 

Article 107 53b 

1.  The  Commission  shall  be  assisted  by  the  European  Securities  Committee  instituted  by 
Commission Decision 2001/528/EC36.  

2. Where reference is made to this paragraph, Article 5a(1) to (4) and Article 7 of Decision 
1999/468/EC shall apply, having regard to the provisions of Article 8 thereof. 

Where reference is made to this paragraph, Articles 5 and 7 of Decision 1999/468/EC 

3. 
shall apply, having regard to the provisions of Article 8 thereof. 

The period laid down in Article 5(6) of Decision 1999/468/EC shall be set at three months. 

(cid:216) new 

36 

OJ L 191, 13.7.2001, p. 45. Decision as amended by Decision 2004/8/EC (OJ L 3, 7.1.2004, p. 33). 

EN 

112 

   EN 

 
 
 
 
 
                                                 
CHAPTER XIVSECTION XI 

(cid:208) 85/611/EEC (adapted) 

Transitional provisions, dDerogations ⌦ , transitional ⌫ and 
final provisions 

SECTION 1 

DEROGATIONS 

Article 108 54 

⌦ 1. ⌫  Solely  for  the  purpose  of  Danish  UCITS,  pantebreve  issued  in  Denmark  shall  be 
treated as equivalent to the transferable securities referred to in Article 19 ⌦ 45 ⌫ (1)(b). 

Article 55 

⌦ 2. ⌫  By  way  of  derogation  from  Articles  ⌦ 19(1)  and  29(1) ⌫  7(1)  and  14(1),  the 
competent  authorities  may  authorise  those  UCITS  which,  on ⌦ 20  December  1985 ⌫  the 
date  of  adoption  of  this  Directive,  had  two  or  more  depositaries  in  accordance  with  their 
national law to maintain that number of depositaries if those authorities have guarantees that 
the  functions  to  be  performed  under  Articles ⌦ 19(3)  and  29(3) ⌫  7(3)  and  14(3)  will  be 
performed in practice. 

Article 56 

⌦ 3. ⌫  1.  By  way  of  derogation  from  Article  6  ⌦ 15 ⌫  ,  the  Member  States  may 
authorise  management  companies  to  issue  bearer  certificates  representing  the  registered 
securities of other companies. 

2.  The  Member  States  may  authorize  those  management  companies  which,  on  the  date  of 
adoption of this Directive, also carry on activities other than those provided for in Article 6 to 
continue those other activities for five years after that date. 

Article 57 

1.  The  Member  States  shall  bring  into  force  no  later  than  1  October  1989  the  measures 
necessary  for  them  to  comply  with  this  Directive.  They  shall  forthwith  inform  the 
Commission thereof. 

EN 

113 

   EN 

 
 
2.  The  Member  States  may  grant  UCITS  existing  on  the  date  of  implementation  of  this 
Directive a period of not more than 12 months from that date in order to comply with the new 
national legislation. 

3.  The  Hellenic  Republic  and  the  Portuguese  Republic  shall  be  authorized  to  postpone  the 
implementation of this Directive until 1 April 1992 at the latest. 

One  year  before  that  date  the  Commission  shall  report  to  the  Council  on  progress  in 
implementing  the  Directive  and  on  any  difficulties  which  the  Hellenic  Republic  or  the 
Portuguese Republic may encounter in implementing the Directive by the date referred to in 
the first subparagraph. 

The Commission shall, if necessary, propose that the Council extend the postponement by up 
to four years. 

(cid:208) 2001/107/EC Art. 2 (adapted) 

Article 109 

1.  Investment  firms,  as  defined  in  Article  ⌦ 4(1)  of  Directive  2004/39/EC ⌫  1(2)  of 
Directive  93/22/EEC,  authorised  to  carry  out  only  the  services  provided  for  in  Section 
⌦ A(4) ⌫ A(3) and ⌦ (5) ⌫ in Section C(1) and (6) of the Annex to that Directive, may 
obtain authorisation under this Directive to manage common funds and investment companies 
and to qualify themselves as «"management companies"». In that case, such investment firms 
must give up the authorisation obtained under Directive ⌦ 2004/39/EC ⌫ 93/22/EEC. 

2. Management companies already authorised before 13 February 2004 in their home Member 
State  under  ⌦ this ⌫  Directive  85/611/EEC  to  manage  UCITS  in  the  form  of  common 
funds  and  investment  companies  shall  be  deemed  to  be  authorised  for  the  purposes  of  this 
⌦ Article ⌫  Directive  if  the  laws  of  those  Member  States  provide  that  to  take  up  such 
activity they must comply with conditions equivalent to those imposed in Articles ⌦ 7 and 
8 ⌫ 5a and 5b. 

3.  Management  companies,  already  authorised  before  13  February  2004,  which  are  not 
included among those referred to in paragraph 2 may continue such activity provided that, no 
later than 13 February 2007 and pursuant to the provisions of their home Member State, they 
obtain  authorisation  to  continue  such  activity  in  accordance  with  the  provisions  adopted  in 
implementation of this Directive. 

Only  the  grant  of  such  authorisation  shall  enable  such  management  companies  to  qualify 
under the provisions of this Directive on the right of establishment and the freedom to provide 
services. 

EN 

114 

   EN 

 
 
SECTION 2 

TRANSITIONAL AND FINAL PROVISIONS 

(cid:208) 2001/108/EC Art. 2 (adapted) 

Article 105 

1. No later than 13 February 2005, the Commission shall forward to the European Parliament 
and  the  Council  a  report  on  the  application  of  Directive  85/611/EEC  as  amended  and 
proposals for amendments, where appropriate. The report shall in particular: 

(a) 

(b) 

(c) 

(d) 

analyse how to deepen and broaden the single market for UCITS, in particular with 
regard  to  cross-border  marketing  of  UCITS  (including  third-party  funds),  the 
functioning  of  the  passport  for  management  companies,  the  functioning  of  the 
simplified prospectus as an information and marketing tool, the review of the scope 
of ancillary activities and the possibilities for improved collaboration of supervisory 
authorities with respect to common interpretation and application of the Directive; 

review  the  scope  of  the  Directive  in  terms  of  how  it  applies  to  different  types  of 
products  (e.g.  institutional  funds,  real-estate  funds,  master-feeder  funds  and  hedge 
funds); the study should in particular focus on the size of the market for such funds, 
the  regulation,  where  applicable,  of  these  funds  in  the  Member  States  and  an 
evaluation of the need for further harmonisation of these funds; 

evaluate  the  organisation  of  funds,  including  the  delegation  rules  and  practices  and 
the relationship between fund manager and depositary; 

review the investment rules for UCITS, for example the use of derivatives and other 
instruments  and  techniques  relating  to  securities,  the  regulation  of  index  funds,  the 
regulation of money market instruments, deposits, the regulation of «fund of fund» 
investments, as well as the various investment limits; 

(e) 

analyse the competitive situation between funds managed by management companies 
and «self-managed» investment companies. 

In preparing its report, the Commission shall consult as widely as possible with the various 
industries concerned and with consumer groups and supervisory bodies. 

2. Member States may grant UCITS existing on the date of entry into force of this Directive a 
period of not more than 60 months from that date in order to comply with the new national 
legislation. 

EN 

115 

   EN 

 
 
(cid:208) 85/611/EEC (adapted) 

Article 58 

The  Member  States  shall  ensure  that  the  Commission  is  informed  of  the  texts  of  the  main 
laws, regulations and administrative provisions which they adopt in the field covered by this 
Directive. 

(cid:208)  

Article 110 

1.  Member  States  shall  adopt  and  publish  by  [  …  ]  at  the  latest,  the  laws,  regulations  and 
administrative provisions necessary to comply with Articles 1(3)(b), 2(1)(e), 2(1)(f), 2(1)(n), 
4, 5(2), 16(5), 19(1), 19(3)(a), 19(3)(d), 19(3)(e), 34 to 44, 45(1) introductory phrase, 45(3), 
49(3), 51(1), 51(2) subparagraph 1 introductory phrase, 53 to 62, 63(1), 64, 65(2), 65(3), 66, 
67,  69,  70,  72,  73  to  77,  78(1)(b),  78(2)(a)  second  indent,  81,  83(1)(b),  84(b),  85,  86-96, 
102(3), 103(1), 103(3) to (5), 105, 110 to 112 and Annex I. They shall forthwith communicate 
to  the  Commission  the  text  of  those  provisions  and  a  correlation  table  between  those 
provisions and this Directive. 

They shall apply those provisions from the date referred to in the first subparagraph. 

When Member States adopt those provisions, they shall contain a reference to this Directive 
or be accompanied by such a reference on the occasion of their official publication. They shall 
also  include  a  statement  that  references  in  existing  laws,  regulations  and  administrative 
provisions to the directive[s] repealed by this Directive shall be construed as references to this 
Directive.  Member  States  shall  determine  how  such  reference  is  to  be  made  and  how  that 
statement is to be formulated. 

2.  Member  States  shall  communicate  to  the  Commission  the  text  of  the  main  provisions  of 
national law which they adopt in the field covered by this Directive. 

Article 111 

Directive 85/611/EEC, as amended by the Directives listed in Annex III, Part A, is repealed 
with effect from the date set out in Article 110(1), without prejudice to the obligations of the 
Member States relating to the time-limits for transposition into national law and application of 
the Directives set out in Annex III, Part B. 

References  to  the  repealed  Directive  shall  be  construed  as  references  to  this  Directive  and 
shall be read in accordance with the correlation table in Annex IV. 

EN 

116 

   EN 

 
 
 
Article 112 

This  Directive  shall  enter  into  force  on  the  twentieth  day  following  that  of  its 

1. 
publication in the Official Journal of the European Union. 

Articles 1(1), 1(2), 1(3)(a), 1(4) to 1(7), 2(1)(a) to (d), 2(1)(g) to (m), 2(1)(o), 2(1)(p), 2(2) to 
(7), 3, 5(1), 5(3) to (5), 6 to 15, 16(1) to (4), 16(6), 16(7), 17, 18, 19(2), 19(3)(b), 19(3)(c), 20 
to 33, 45(1)(a) to (h), 45(2), 46 to 48, 49(1), 49(2), 50, 51(2) first subparagraph points (a) to 
(c),  51(2)  second  subparagraph,  52,  63(2),  65(1),  65(4),  68,  71,  78(1)  except  78(1)(b), 
78(2)(a) except second indent, 79, 80, 82, 83(1) except 83(1)(b), 83(2), 84 except 84(b), 97 to 
99, 100, 101, 102(1), 102(2) , 103(2), 104, 106, 107, 108, 109 and Annexes II, III and IV shall 
apply from the date set out in the second subparagraph of Article 110(1).  

(cid:216) new 

2. 
Member States shall make sure that UCITS replace their simplified prospectus drawn 
up in accordance with the provisions of Directive 2001/107/EC with key investor information 
drawn up in accordance with Article 73 as soon as possible and in any event no later than 12 
months  after  the  date  referred  to  in  the  first  subparagraph  of  Article  110(1).  During  that 
period, the competent authorities shall continue to accept the simplified prospectus for UCITS 
marketed on their territory. 

(cid:208)  

Article 113 

This Directive is addressed to the Member States. 

Done at Brussels,  

For the European Parliament 
The President 

For the Council 
The President 

EN 

117 

   EN 

 
 
 
 
 
(cid:208) 85/611/EC (adapted) 
(cid:206)1 2001/107/EC Art. 1 pt. 18 
(cid:206)2 2001/107/EC Art. 1 pt. 19(1) 
(cid:206)3 2001/107/EC Art. 1 pt. 19(2) 
(cid:214) new 

ANNEX (cid:206)1 I  

SCHEDULE A 

1. 

concerning 
Information 
the  unit  trust  (cid:214) common 
fund  

1. 

1.1. 

Name 

1.1. 

1.2. 

Date  of  establishment  of 
the  unit  trust  (cid:214) common 
fund  
.  Indication  of 
duration, if limited. 

1.2. 

1. 

Information  concerning 
the investment company 

1.1. 

Name  or  style,  form  in 
registered  office 
law, 
if 
and  head  office 
different 
the 
from 
registered office. 

Information 
concerning 
the 
managemen
t company 

Name 
or 
style,  form 
law, 
in 
registered 
office  and 
head  office 
if  different 
from 
the 
registered 
office. 

1.2. 

of 

the 
Date 
incorporation  of 
the 
company.  Indication  of 
duration, if limited. 

of 

the 

Date 
incorporati
on  of 
company. 
Indication 
of  duration, 
if limited. 

(cid:206)2 1.3.  In 

the 

case 
of 
companies 
different 

the 
the 

investment 
having 
investment 
compartments, 
of 
indication 
compartments.  

1.3. 

the 

If 
company 
manages 
other  unit 
trusts 
(cid:214) common 
funds  
, 
indication 
those 
of 
other  trusts 
(cid:214) funds  
. 

1.4. 

Statement  of 

the  place 

1.4. 

Statement  of  the  place 

EN 

118 

   EN 

 
 
 
 
where  the  fund  rules,  if 
they  are  not  annexed, and 
periodic  reports  may  be 
obtained. 

Brief  indications  relevant 
to  unit-holders  of  the  tax 
system  applicable  to  the 
trust  (cid:214) common 
unit 
fund  
of 
.  Details 
whether  deductions  are 
made  at  source  from  the 
income  and  capital  gains 
trust 
paid 
by 
(cid:214) common 
to 
unit-holders. 

the 
fund  

Accounting 
distribution dates 

and 

Names  of 
the  persons 
responsible  for  auditing 
accounting 
the 
information  referred  to  in 
Article 31 ⌦ 68 ⌫ . 

1.5. 

1.6. 

1.7. 

1.5. 

1.6. 

1.7. 

1.8. 

1.8. 

Names  and 
positions  in 
the 
company of 
the 
members of 
the 
administrati
ve, 
managemen
and 
t 
supervisory 
bodies. 
Details  of 
their  main 
activities 
outside  the 
company 
where these 
are 
of 
significance 
with 
respect 
that 

to 

119 

EN 

where  the  instruments 
of  incorporation,  if  they 
are  not  annexed,  and 
periodical  reports  may 
be obtained. 

to 

the 

Brief 
indications 
relevant  to  unit-holders 
system 
tax 
of 
applicable 
the 
company.  Details  of 
whether  deductions  are 
made at source from the 
capital 
income 
and 
the 
gains 
unit-
company 
holders. 

paid 

by 

to 

Accounting 
distribution dates. 

and 

Names  of  the  persons 
responsible  for  auditing 
accounting 
the 
information  referred  to 
in Article 31 ⌦ 68 ⌫. 

of 

Names  and  positions  in 
the 
the  company  of 
members 
the 
administrative, 
and 
management 
supervisory 
bodies. 
Details  of  their  main 
the 
activities  outside 
company  where 
these 
are  of  significance  with 
respect to that company. 

   EN 

 
 
 
 
 
1.9. 

Capital 

1.9. 

company. 

Amount  of 
the 
subscribed 
capital  with 
an 
indication 
of 
capital 
paid-up 

the 

1.10.  Details  of  the  types  and 
main characteristics of the 
units and in particular: 

– 

– 

– 

– 

– 

– 

the 
the  nature  of 
right  (real,  personal 
or 
other) 
represented  by  the 
unit, 

original securities or 
certificates 
providing  evidence 
of  title;  entry  in  a 
register  or 
in  an 
account, 

characteristics of the 
units:  registered  or 
bearer. Indication of 
any  denominations 
which  may 
be 
provided for, 

indication  of  unit-
holders' 
voting 
rights if these exist, 

circumstances 
in 
which  winding-up 
of 
trust 
the  unit 
(cid:214) common  fund  
can  be  decided  on 
winding-up 
and 
procedure, 
in 
particular as regards 
the  rights  of  unit-
holders. 

1.10.  Details  of  the  types  and 
main  characteristics  of 
the 
in 
particular: 

units 

and 

– 

– 

– 

– 

original  securities 
or 
certificates 
providing 
evidence  of  title; 
entry  in  a  register 
or in an account, 

characteristics  of 
units: 
the 
registered 
or 
bearer.  Indication 
of 
any 
denominations 
which  may  be 
provided for, 

indication  of  unit-
voting 
holders' 
rights, 

circumstances 
in 
which  winding-up 
of  the  investment 
company  can  be 
decided  on  and 
winding-up 
in 
procedure, 
particular 
as 
regards  the  rights 
of unit-holders. 

EN 

120 

   EN 

 
 
 
1.11.  Where 

applicable, 
indication 
stock 
of 
exchanges  or  markets 
where  the  units  are  listed 
or dealt in. 

1.12. 

Procedures and conditions 
of issue and sale of units. 

1.13. 

Procedures and conditions 
or 
re-purchase 
for 
redemption  of  units,  and 
circumstances 
in  which 
re-purchase or redemption 
may be suspended. 

1.11.  Where 

applicable, 
indication 
stock 
of 
exchanges  or  markets 
where 
the  units  are 
listed or dealt in. 

1.12. 

1.13. 

Procedures 
and 
conditions  of  issue  and 
sale of units. 

for 

and 
Procedures 
re-
conditions 
purchase  or  redemption 
of 
and 
units, 
circumstances  in  which 
or 
re-purchase 
be 
redemption  may 
suspended.  (cid:206)3 In 
the 
investment 
case 
of 
having 
companies 
different 
investment 
compartments, 
information  on  how  a 
unit-holder  may  pass 
from  one  compartment 
the 
into  another  and 
in 
charges  applicable 
such cases.  

1.14.  Description  of  rules  for 
determining  and  applying 
income. 

1.14.  Description  of  rules  for 
and 

determining 
applying income. 

including 

1.15.  Description  of  the  unit 
(cid:214) common 
trust's 
fund's  
investment 
objectives, 
its 
financial  objectives  (e.g. 
capital growth or income), 
(e.g. 
investment  policy 
specialisation 
in 
geographical  or  industrial 
sectors),  any  limitations 
on  that  investment  policy 
and  an  indication  of  any 
techniques 
and 
instruments  or  borrowing 
powers  which  may  be 
used  in  the  management 
trust 
of 

unit 

the 

of 

growth 

the 
1.15.  Description 
company's 
investment 
objectives,  including  its 
financial objectives (e.g. 
or 
capital 
investment 
income), 
(e.g. 
policy 
specialisation 
in 
or 
geographical 
industrial  sectors),  any 
limitations 
that 
investment  policy  and 
indication  of  any 
an 
and 
techniques 
instruments 
or 
powers 
borrowing 
which  may  be  used  in 

on 

EN 

121 

   EN 

 
 
 
 
 
 
(cid:214) common fund  . 

the  management  of  the 
company. 

1.16.  Rules  for  the  valuation  of 

1.16.  Rules  for  the  valuation 

assets. 

of assets. 

1.17.  Determination  of  the  sale 
or  issue  price  and  the  re-
purchase  or  redemption 
price 
in 
of 
particular: 

units, 

– 

1.17.  Determination  of 

the 
sale  or  issue  price  and 
or 
re-purchase 
the 
redemption  price  of 
units, in particular: 

– 

– 

– 

and 
the  method 
frequency  of 
the 
calculation  of  those 
prices, 

information 
concerning 
the 
charges  relating  to 
the sale or issue and 
the  re-purchase  or 
redemption of units, 

the  means,  places 
and frequency of the 
publication  of  those 
prices. 

– 

– 

– 

the  method  and 
frequency  of  the 
calculation 
of 
those prices, 

information 
concerning 
the 
charges relating to 
the  sale  or  issue 
re-
and 
the 
or 
purchase 
of 
redemption 
units, 

the  means,  places 
and  frequency  of 
the  publication  of 
those prices1. 

1.18. 

to 

Information 
concerning 
the  manner,  amount  and 
calculation 
of 
remuneration  payable  by 
the  unit  trust  (cid:214) common 
fund  
the 
company, 
management 
third 
the  depositary  or 
parties, 
and 
reimbursement of costs by 
the  unit  trust  (cid:214) common 
fund  
the 
management  company,  to 
the  depositary  or  to  third 
parties. 

to 

1.18. 

to 

Information  concerning 
the manner, amount and 
calculation 
of 
remuneration  paid  by 
the  company 
its 
directors,  and  members 
of 
the  administrative, 
and 
management 
supervisory  bodies,  to 
to 
the  depositary,  or 
and 
parties, 
third 
reimbursement  of  costs 
by  the  company  to  its 
directors, 
the 
depositary  or  to  third 
parties. 

to 

EN 

122 

   EN 

 
 
 
 
1 

Investment  companies  within  the  meaning  of  Article  14  ⌦ 29 ⌫  (5)  of  the 
Directive shall also indicate: 

– 

– 

– 

the method and frequency of calculation of the net asset value of units, 

the means, place and frequency of the publication of that value, 

the stock exchange in the country of marketing the price on which determines 
the price of transactions effected outwith stock exchanges in that country. 

2. 

Information concerning the depositary: 

2.1.  Name or style, form in law, registered office and head office if different from 

the registered office; 

2.2.  Main activity. 

3. 

Information concerning the advisory firms or external investment advisers who give 
advice under contract which is paid for out of the assets of the UCITS: 

3.1.  Name or style of the firm or name of the adviser; 

3.2.  Material  provisions  of  the  contract  with  the  management  company  or  the 
investment  company  which  may  be  relevant  to  the  unit-holders,  excluding 
those relating to remuneration; 

3.3.  Other significant activities. 

4. 

Information  concerning  the  arrangements  for  making  payments  to  unit-holders,  re-
purchasing  or  redeeming  units  and  making  available  information  concerning  the 
UCITS. Such information must in any case be given in the Member State in which 
the  UCITS  is  ⌦ established ⌫  situated.  In  addition,  where  units  are  marketed  in 
another  Member  State,  such  information  shall  be  given  in  respect  of  that  Member 
State in the prospectus published there. 

(cid:208) 2001/107/EC Art. 1 pt. 19(3) 
(adapted) 

5. 

Other investment information: 

5.1.  Historical  performance  of  the  unit  trust/common  fund  or  of  the  investment 
company (where applicable) — such information may be either included in or 
attached to the prospectus; 

5.2.  Profile  of  the  typical  investor  for  whom  the  unit  trust/common  fund  or  the 

investment company is designed. 

6. 

Economic information: 

EN 

123 

   EN 

 
 
(cid:208) 2001/107/EC Art. 1 pt. 19(3) 
(adapted) 

6.1.  Possible  expenses  or  fees,  other  than  the  charges  mentioned  in  ⌦ point ⌫ 
paragraph 1.17., distinguishing between those to be paid by the unit-holder and 
those  to  be  paid  out  of  the  unit  trust's/common  fund's  or  of  the  investment 
company's assets. 

(cid:208) 85/611/EEC 

SCHEDULE B 

Information to be included in the periodic reports 

I. 

Statement of assets and liabilities 

– 

transferable securities, 

– 

debt instruments of the type referred to in Article 19(2)(b), 

(cid:208) 85/611/EEC (adapted) 

(cid:208) 85/611/EEC 

– 

– 

– 

– 

– 

bank balances, 

other assets, 

total assets, 

liabilities, 

net asset value. 

II. 

Number of units in circulation 

III. 

Net asset value per unit 

IV. 

Portfolio, distinguishing between: 

(a) 

transferable securities admitted to official stock exchange listing; 

(b) 

transferable securities dealt in on another regulated market; 

EN 

124 

   EN 

 
 
 
 
 
 
(cid:208) 85/611/EEC (adapted) 

(c) 

recently  issued  transferable  securities  of  the  type  referred  to  in  Article  19 
⌦ 45 ⌫ (1)(d); 

(d)  other  transferable  securities  of  the  type  referred  to  in  Article  19  ⌦ 45 ⌫ 

(2)(a); 

(e) 

debt instruments treated as equivalent in accordance with Article 19(2)(b); 

(cid:208) 85/611/EEC 
(cid:214) new 

and  analysed  in  accordance  with  the  most  appropriate  criteria  in  the  light  of  the 
investment policy of the UCITS (e.g. in accordance with economic, geographical or 
currency criteria) as a percentage of net assets; for each of the above investments the 
proportion it represents of the total assets of the UCITS should be stated. 

Statement of changes in the composition of the portfolio during the reference period. 

V. 

Statement  of  the  developments  concerning  the  assets  of  the  UCITS  during  the 
reference period including the following: 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

income from investments, 

other income, 

management charges, 

depositary's charges, 

other charges and taxes, 

net income, 

distributions and income reinvested, 

changes in capital account, 

appreciation or depreciation of investments, 

any other changes affecting the assets and liabilities of the UCITS. 

–  (cid:214) transaction costs  

VI. 

A  comparative  table  covering  the  last  three  financial  years  and  including,  for 
each financial year, at the end of the financial year: 

– 

– 

the total net asset value, 

the net asset value per unit. 

EN 

125 

   EN 

 
 
 
 
VII. 

Details,  by  category  of  transaction  within  the  meaning  of  Article  21 ⌦ 46 ⌫ 
carried out by the UCITS during the reference period, of the resulting amount 
of commitments. 

(cid:208) 85/611/EEC (adapted) 

(cid:208) 2001/107/EC Art. 1 pt. 20 and 
Annex I (new) 

SCHEDULE C 

Contents of the simplified prospectus 

Brief presentation of the UCITS 

– 

– 

– 

– 

– 

– 

– 

when the unit trust/common fund or the investment company was created and 
indication  of  the  Member  State  where  the  unit  trust/common  fund  or  the 
investment company has been registered/incorporated, 

in the case of UCITS having different investment compartments, the indication 
of this circumstance, 

management company (when applicable), 

expected period of existence (when applicable), 

depositary, 

auditors, 

financial group (e.g. a bank) promoting the UCITS. 

Investment information 

– 

short definition of the UCITS' objectives, 

(cid:208) 2001/107/EC Art. 1 pt. 20 and 
Annex I (new) 

– 

the unit trust's/common fund's or the investment company's investment policy 
and  a  brief  assessment  of  the  fund's  risk  profile  (including,  if  applicable, 
information according to Article 24a and by investment compartment), 

– 

historical  performance  of  the  unit  trust/common  fund/investment  company 
(where  applicable)  and  a  warning  that  this  is  not  an  indicator  of  future 

(cid:208) 2001/107/EC Art. 1 pt. 20 and 
Annex I (new) 

EN 

126 

   EN 

 
 
 
 
 
 
 
 
performance — such information may be either included in or attached to the 
prospectus, 

– 

profile  of  the  typical  investor  the  unit  trust/common  fund  or  the  investment 
company is designed for. 

Economic information 

– 

– 

– 

tax regime, 

entry and exit commissions, 

other possible expenses or fees, distinguishing between those to be paid by the 
unit-holder  and  those  to  be  paid  out  of  the  unit  trust's/common  fund's  or  the 
investment company's assets. 

Commercial information 

– 

– 

– 

– 

– 

how to buy the units, 

how to sell the units, 

in  the  case  of  UCITS  having  different  investment  compartments  how  to  pass 
from  one  investment  compartment  into  another  and  the  charges  applicable  in 
such cases, 

when  and  how  dividends  on  units  or  shares  of  the  UCITS  (if  applicable)  are 
distributed, 

frequency and where/how prices are published or made available. 

Additional information 

– 

– 

– 

statement  that,  on  request,  the  full  prospectus,  the  annual  and  half-yearly 
reports  may  be  obtained  free  of  charge  before  the  conclusion  of  the  contract 
and afterwards, 

competent authority, 

indication of a contact point (person/department, timing, etc.) where additional 
explanations may be obtained if needed, 

– 

publishing date of the prospectus. 

_____________ 

EN 

127 

   EN 

 
 
 
 
(cid:208) 2001/107/EC Art. 1 pt. 21 and 
Annex II 

ANNEX II 

FUNCTIONS INCLUDED IN THE ACTIVITY OF COLLECTIVE PORTFOLIO MANAGEMENT: 

– 

– 

Investment management. 

Administration: 

(a) 

legal and fund management accounting services; 

(b) 

customer inquiries; 

(c) 

valuation and pricing (including tax returns); 

(d) 

regulatory compliance monitoring; 

(e)  maintenance of unit-holder register; 

(f) 

distribution of income; 

(g)  unit issues and redemptions; 

(h) 

contract settlements (including certificate dispatch); 

(i) 

record keeping. 

– 

Marketing. 

_____________ 

EN 

128 

   EN 

 
 
(cid:207)  

ANNEX III 

Part A 

Repealed Directive with list of its successive amendments 
(referred to in Article 106) 

Council Directive 85/611/EEC  

(OJ L 375, 31.12.1985, p.3) 

Council Directive 88/220/EEC 
(OJ L 100, 19.4.1988, p. 31) 

Directive 95/26/EC of the European Parliament and of 
the Council 
(OJ L 168, 18.7.1995, p. 7) 

Article  1  fourth  indent,  Article 
4(7)  and  Article  5  fifth  indent 
only 

Directive 2000/64/EC of the European Parliament and 
of the Council 
(OJ L 290, 17.11.2000, p. 27) 

Article 1 only 

Directive 2001/107/EC of the European Parliament 
and of the Council 
(OJ L 41, 13.2.2002, p. 20) 

Directive 2001/108/EC of the European Parliament 
and of the Council 
(OJ L 41, 13.2.2002, p. 35) 

Directive 2004/39/EC of the European Parliament and 
of the Council 
(OJ L 145, 30.4.2004, p. 1) 

Article 66 only 

Directive 2005/1/EC of the European Parliament and 
of the Council 
(OJ L 79, 24.3.2005, p. 9) 

Article 9 only 

Directive 2008/ 18 /EC of the European Parliament 
and of the Council 
(OJ L 76, 19.3.2008, p.42 ) 

Part B 

List of time-limits for transposition into national law and application 
(referred to in Article 78) 

Directive 

Time-limit for transposition 

Date of application  

EN 

129 

   EN 

 
 
 
 
 
 
 
85/611/EEC 

88/220/EEC 

95/26/EC 

2000/64/EC 

2001/107/EC 

2001/108/EC 

2004/39/EC 

2005/1/EC 

1 October 1989 

1 October 1989 

18 July 1996 

17 November 2002 

- 

- 

- 

- 

13 August 2003 

13 February 2004 

13 August 2003 

13 February 2004 

- 

30 April 2006 

13 May 2005 

- 

_____________ 

EN 

130 

   EN 

 
ANNEX IV 

CORRELATION TABLE 

Directive 85/611/EEC 

This Directive 

Article 1(1) 

Article 1(1) 

Article 1(2), introductory phrase 

Article 1(2), introductory phrase 

Article 1(2), first and second indent 

Article 1(2)(a) and (b) 

Article 1(3) – (7) 

Article 1(3) – (7) 

Article 1(8), introductory phrase 

Article 2(1)(o), introductory phrase 

Article 1(8), first, second and third indent 

Article 2(1)(o), points (i), (ii) and (iii) 

Article 1(8), final phrase 

Article 1(9) 

Article 2(7) 

Article 2(1)(p) 

Article 1a, introductory phrase 

Article 2(1), introductory phrase 

Article 1a, point (1) 

Article 2(1)(a)  

Article 1a, point (2), first part of the phrase 

Article 2(1)(b) 

Article  1a,  point  (2),  second  part  of  the 
phrase 

Article 2(2) 

Article 1a, points (3) to (5) 

Article 2(1)(c) to (e) 

- 

Article 1a, point (6) 

Article 2(1)(f) 

Article 2(1)(g) 

Article 1a, point (7), first part of the phrase 

Article 2(1)(h) 

Article  1a,  point  (7),  second  part  of  the 
phrase 

Article 2(3) 

Article 1a, points (8) to (9) 

Article 2(1)(i) to (j) 

Article 1a, point (10), first subparagraph  

Article 2(1)(k) 

Article 1a, point (10), second subparagraph   Article 2(4) 

Article 1a, points (11), (12) and (13) 

- 

Article 1a, points (14) and (15) 

Article 2(1)(l) and (m) 

EN 

131 

   EN 

 
- 

- 

Article 2(1)(n) 

Article 2(5) to 2(6) 

Article 2(1), introductory phrase 

Article 3, introductory phrase 

Article  2(1),  first,  second,  third  and  fourth 
indent 

Article 3(a), (b), (c) and (d) 

Article 2(2) 

Article 3 

- 

Article 4 

Article 4(1) - (3) 

Article 5(1) - (3) 

Article 4(3a) 

Article 4(4) 

Article 5(4) 

Article 5(5) 

Article 5(1) and (2) 

Article 6(1) and (2) 

Article  5(3),  first  subparagraph,  introductory 
phrase 

Article  6(3),  first  subparagraph,  introductory 
phrase 

Article 5(3), first subparagraph, point (a) 

Article 6(3), first subparagraph, point (a) 

Article  5(3),  first  subparagraph,  point  (b), 
introductory words 

Article  6(3),  first  subparagraph,  point  (b), 
introductory words 

Article  5(3)  ,  first  subparagraph,  point  (b), 
first and second indent 

Article  6(3)  ,  first  subparagraph,  point  (b)(i) 
and (ii) 

Article 5(3), second subparagraph 

Article 6(3), second subparagraph 

Article 5(4) 

Article 6(4) 

Article 5a(1), introductory phrase 

Article 7(1), introductory phrase 

Article 5a(1)(a), introductory phrase 

Article 7(1)(a), introductory phrase 

Article 5a(1)(a), first indent 

Article 7(1)(a)(i) 

Article  5a(1)(a),  second  indent,  introductory 
phrase 

Article 7(1)(a)(ii), introductory phrase 

Article 5a(1)(a), second indent, points (i), (ii) 
and (iii) 

Article  7(1)(a)(ii),  first,  second  and  third 
indent 

Article 5a(1)(a), third and fourth indent 

Article 7(1)(a)(iii) and (iv) 

Article 5a(1)(a), fifth indent 

- 

EN 

132 

   EN 

 
Article 5a(1)(b) to (d) 

Article 7(1)(b) to (d) 

Article 5a(2) to (5) 

Article 7(2) to (5) 

Article 5b 

Article 5c 

Article 5d 

Article 5e 

Article 5f(1) 

Article 8 

Article 9 

Article 10 

Article 11 

Article 12(1) 

Article 5f(2), introductory phrase 

Article 12(2), introductory phrase 

Article 5f(2), first and second indent 

Article 12(2)(a) and (b) 

Article 5g 

Article 5h 

Article 6 

Article 6a 

Article 6b(1) 

Article 6b(2) 

Article 13 

Article 14 

Article 15 

Article 16 

Article 17(1) 

Article 17(2), first and second subparagraph 

Article 6b(3), first subparagraph 

Article 17(2), third subparagraph 

Article 6b(3), second subparagraph 

Article 17(3) 

Article 6b(4) and (5) 

Article 17(4) and (5) 

Article 6c 

Article 7 

Article 8 

Article 9 

Article 10 

Article 11 

Article 12 

Article 13 

Article 18 

Article 19 

Article 20 

Article 21 

Article 22 

Article 23 

Article 24 

Article 25 

Article 13a(1), first subparagraph 

Article 26(1), first subparagraph 

EN 

133 

   EN 

 
Article 
introductory phrase 

13a(1), 

second 

subparagraph, 

Article 
introductory phrase 

26(1), 

second 

subparagraph, 

Article  13a(1),  second  subparagraph,  first, 
second and third indent 

Article  26(1),  second  subparagraph,  points 
(a), (b) and (c) 

Article 13a(1), third and fourth subparagraph  Article 26(1), third and fourth subparagraph 

Article 13a(2), (3) and (4) 

Article 26(2), (3) and (4) 

Article 13b 

Article 13c 

Article 14 

Article 15 

Article 16 

Article 17 

Article 18 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

Article 27 

Article 28 

Article 29 

Article 30 

Article 31 

Article 32 

Article 33 

Article 34 

Article 35 

Article 36  

Article 37 

Article 38  

Article 39  

Article 40 

Article 41 

Article 42 

Article 43  

Article 44 

Article 19(1), introductory phrase 

Article 45(1), introductory phrase 

Article 19(1)(a), (b) and (c) 

Article 45(1)(a), (b) and (c) 

Article 19(1)(d), introductory words 

Article 45(1)(d), introductory words 

Article 19(1)(d), first and second indent 

Article 45(1)(d)(i) and (ii) 

EN 

134 

   EN 

 
Article 19(1)(e), introductory phrase 

Article 45(1)(e), introductory phrase 

Article  19(1)(e),  first,  second,  third  and 
fourth indent 

Article 45(1)(e)(i), (ii), (iii) and (iv) 

Article 19(1)(f) 

Article 45(1)(f) 

Article 19(1)(g), introductory phrase 

Article 45(1)(g), introductory phrase 

Article  19(1)(g),  first,  second  and  third 
indent 

Article 45(1)(g)(i), (ii) and (iii) 

Article 19(1)(h), introductory phrase 

Article 45(1)(h), introductory phrase 

Article  19(1)(h),  first,  second,  third  and 
fourth indent 

Article 45(1)(h)(i), (ii), (iii) and (iv) 

Article 19(2), introductory word 

Article 45(2), introductory word 

Article 19(2)(a) 

Article 19(2)(c) 

Article 19(2)(d) 

Article 19(4) 

Article 21 

Article 45(2)(a) 

Article 45(2)(b) 

Article 45(2)(c) 

Article 45(3) 

Article 46 

Article 22(1), first subparagraph 

Article 47(1), first subparagraph 

Article 
introductory phrase 

22(1), 

second 

subparagraph, 

Article 
introductory phrase 

47(1), 

second 

subparagraph, 

Article 22(1), second subparagraph, first and 
second indent 

Article  47(1),  second  subparagraph,  points 
(a) and (b) 

Article 22(2), first subparagraph,  

Article 47(2), first subparagraph 

Article 
introductory phrase 

22(2), 

second 

subparagraph, 

Article 
introductory phrase 

47(2), 

second 

subparagraph, 

Article  22(2),  second  subparagraph,  first 
second and third indent 

Article  47(2),  second  subparagraph,  points 
(a), (b) and (c) 

Article 22(3) to (5) 

Article 47 (3) to (5) 

Article 22a(1), introductory phrase 

Article 48(1), introductory phrase 

Article 22a(1), first, second and third indent  Article 48(1)(a), (b) and (c) 

Article 22a(2) 

Article 48(2) 

EN 

135 

   EN 

 
Article 23 

Article 24 

Article 24a 

Article 25(1) 

Article 
introductory phrase 

25(2), 

first 

subparagraph, 

Article 49 

Article 50 

Article 65 

Article 51(1) 

Article 
introductory phrase 

51(2), 

first 

subparagraph, 

Article  25(2), 
second, third and fourth indent 

first  subparagraph, 

first, 

Article  51(2)  first  subparagraph,  points  (a), 
(b), (c) and (d) 

Article 25(2), second subparagraph 

Article 51(2), second subparagraph 

Article 25(3) 

Article 26 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

Article 51(3) 

Article 52 

Article 53 

Article 54 

Article 55 

Article 56 

Article 57 

Article 58 

Article 59 

Article 60 

Article 61 

Article 62 

Article 27(1), introductory phrase 

Article 63(1), introductory phrase 

Article 27(1), first indent 

- 

Article 27(1), second, third and fourth indent  Article 63(1)(a), (b), (c)  

Article 27(2), introductory phrase 

Article 63(2), introductory phrase 

Article 27(2), first and second indent 

Article 63(2)(a) and (b) 

Article 28(1) and (2) 

Article 28(3) and (4) 

EN 

Article 64(1) and 2 

- 

136 

   EN 

 
Article 28(5) and (6) 

Article 64(3) and (4) 

Article 29 

Article 30 

Article 31 

Article 32 

Article 33 

Article 34 

Article 35 

- 

- 

- 

- 

- 

Article 66 

Article 67 

Article 68 

Article 69 

Article 70 

Article 71 

Article 72 

Article 73 

Article 74 

Article 75 

Article 76 

Article 77 

Article 
36(1), 
introductory word 

first 

subparagraph, 

Article 
78(1), 
introductory word 

first 

subparagraph, 

Article  36(1),  first  subparagraph,  first  and 
second indent 

Article  78(1)  first  subparagraph,  points  (a) 
and (b) 

Article 36(1), first subparagraph, final words  Article 78(1), first subparagraph final words 

Article 36(1), second subparagraph 

Article 78(1), second subparagraph 

Article 36(2) 

Article 78(2) 

Article 37 

Article 38 

Article 39 

Article 40 

Article 79 

Article 80 

Article 81 

Article 82 

Article 41(1), introductory phrase 

Article 83(1), introductory phrase 

Article 41(1), first and second indent 

Article 83(1)(a) and (b) 

Article 41(1), final phrase 

Article 83(1), final phrase 

Article 41(2) 

Article 83(2) 

EN 

137 

   EN 

 
Article 42, introductory word 

Article 84, introductory word 

Article 42, first and second indent 

Article 84, points (a) and (b) 

Article 42, final phrase 

Article 84, final phrase 

Article 43 

Article 44(1) 

Article 44(2) 

- 

- 

Article 44(3) 

- 

Article 45 

Article 85 

-  

-  

Article 86(1) 

Article 86(2) 

- 

Article 86(3) 

Article 87 

Article  46,  first  paragraph, 
phrase 

introductory 

Article 88(1), first subparagraph 

- 

Article 88(1), second subparagraph 

Article 46, first paragraph, first indent 

- 

Article 46, first paragraph second indent 

Article 88(2)(a) 

Article  46,  first  paragraph,  third  and  fourth 
indent 

Article 88(2)(a) 

Article 46, first paragraph, fifth indent 

Article 46, second paragraph 

- 

- 

- 

Article 47 

- 

Article 48 

Article 49 

- 

- 

- 

EN 

Article 88, paragraphs (3) to (8) 

Article 89 

Article 90 

Article 91 

Article 92 

Article 93 

Article 94 

Article 95 

138 

   EN 

 
Article 50(1)  

- 

Article 50(2) to (4) 

Article 96(1)  

Article 96(2) to (8)  

Article 97(1) to (3) 

Article 50(5), introductory phrase 

Article 97(4), introductory phrase 

Article  50(5),  first,  second,  third  and  fourth 
indent 

Article 97(4)(a), (b), (c) and (d) 

Article 50(6), introductory phrase 

Article 
introductory phrase 

97(5), 

first 

subparagraph, 

Article 50(6)(a) 

Article 97(5), first subparagraph 

Article 50(6)(b), introductory phrase 

Article 97(5), first subparagraph 

Article  50(6)(b),  first,  second  and  third 
indent 

Article  97(5),  first  subparagraph  points  (i), 
(ii) and (iii) 

Article 50(6)(b), final phrase 

Article 97(5), second and third subparagraph 

Article 
introductory phrase 

50(7), 

first 

subparagraph, 

Article 98(1)(a) and (b) 

Article  50(7),  first  subparagraph,  first  and 
second indent 

Article 98(1), introductory phrase 

Article 
introductory phrase 

50(7), 

second 

subparagraph, 

Article 98(2), introductory phrase 

Article  50(7),  second  subparagraph,  first, 
second and third indent 

Article 98(2)(a), (b) and (c) 

Article 50(7), third subparagraph 

Article 98(3) 

Article 50(8), first subparagraph 

Article 98(4)  

Article 
introductory phrase 

50(8), 

second 

subparagraph, 

Article 98(5), introductory phrase 

Article  50(8),  second  subparagraph,  first, 
second and third indent 

Article 98(5)(a), (b) and (c) 

Article 50(8), third subparagraph 

Article 98(6)  

Article 50(8), fourth subparagraph 

Article 98(5), subparagraph 2 

Article 50(8), fifth subparagraph 

Article 98(7) 

Article 50(8) sixth subparagraph 

- 

EN 

139 

   EN 

 
Article 50(9) to (11) 

Article 99(1) to (3) 

Article 100 

Article 50a(1), introductory phrase 

Article 101(1), introductory phrase 

Article 50a(1)(a), introductory phrase 

Article 101(1)(a), introductory phrase 

Article  50a(1)(a),  first,  second  and  third 
indent 

Article 101(1)(a), points (i), (ii) and (iii) 

Article 50a(1)(b) 

Article 50a(2) 

Article 101(1)(b) 

Article 101(2) 

Article 51(1) to (2) 

Article 102(1) to (2) 

- 

Article 52(1) 

Article 52(2) 

Article 52(3) 

- 

Article 52a 

Article 52b(1) 

Article 52b(2) 

Article 52b(3) 

Article 53a 

Article 53b  

Article 54 

Article 55 

Article 56(1) 

Article 56(2) 

Article 57 

- 

Article 102(3) 

Article 103(1) 

Article 103(1) 

Article 103(2) 

Article 103(3) to (5) 

Article 104 

Article 105(1) 

- 

Article 105(2) 

Article 106 

Article 107(1) to (2) 

Article 107 (3) 

Article 108(1) 

Article 108(2) 

Article 108(3) 

- 

- 

Article 109 

EN 

140 

   EN 

 
 
 
Article 58 

- 

- 

Article 59 

Article 110 

Article 111 

Article 112 

Article 113 

Annex I, schedule A and B 

Annex I schedule A and B 

Annex I, schedule C  

– 

– 

- 

Annex III 

Annex IV 

_____________ 

EN 

141 

   EN 

 
FINANCIAL STATEMENT 

1. 

NAME OF THE PROPOSAL: 

Proposal for a Directive of the European parliament and of the Council on the coordination of 
laws,  regulations  and  administrative  provisions  relating  to  undertakings  for  collective 
investment in transferable securities (UCITS) 

2. 

3. 

4. 

5. 

BUDGET LINES: 

FINANCIAL IMPACT  

Proposal  has  no  financial  implications.  The  needs  for  human  and  financial 
resources shall be covered within the allocation granted to the managing DG in 
the framework of the annual allocation procedure. 

ANTI-FRAUD MEASURES 

OTHER REMARKS 

EN 

142 

   EN