Activities of Astrid LULLING related to 2008/0153(COD)
Plenary speeches (1)
Undertakings for collective investment in transferable securities (UCITS) (recast) (debate)
Amendments (75)
Amendment 95 #
Proposal for a directive
Recital 9
Recital 9
(9) By virtue of the principle of home Member State supervision, 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 by establishing branches or under the freedom to provide services. The choice of the management company should be subject to the approval of the competent authorities of the UCITS home Member State. Those competent authorities should not require additional conditions as regards the choice of the management company, nor should they require the management company to have its registered office in the UCITS home Member State. The approval of the fund rules of common funds/unit trusts falls within the competence of the management company's home Member State.
Amendment 115 #
Proposal for a directive
Recital 42
Recital 42
(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. The investment of the feeder UCITS into the master UCITS should not affect the ability of the feeder UCITS to itself repurchase or redeem units at the request of its unit-holders and to act in the best interests of its unit-holders.
Amendment 116 #
Proposal for a directive
Recital 44
Recital 44
(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 asin order to enable them to decide whether to maintain their investment or not. Competent authorities should not require the feeder UCITS to provide more or other information than those specified.
Amendment 117 #
Proposal for a directive
Recital 46
Recital 46
(46) Key investor information should be provided to investors, at a pre-contractual stageas a specific document to investors free of charge, in good time before the subscription of the UCITS, 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 fully 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.
Amendment 122 #
Proposal for a directive
Recital 50
Recital 50
(50) For the purpose of enhancing 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 and in a language customary in the sphere of international finance, to complete information on the laws, regulations and administrative provisions applicable in the UCITS host Member State and related tothat specifically relate to the arrangements made for the marketing of UCITS.
Amendment 125 #
Proposal for a directive
Recital 53 a (new)
Recital 53 a (new)
(53a) Member States should take the necessary administrative and organisational measures to enable the cooperation between national authorities and competent authorities of other Member States, including through bilateral or multilateral agreements between those authorities, so that they can fully carry out their duties in accordance with this Directive.
Amendment 130 #
Proposal for a directive
Article 2 - paragraph 1 - point e
Article 2 - paragraph 1 - point e
(e) a "UCITS home Member State" means the Member State in which the UCITS is authorised pursuant to Article 5;: (i) where the UCITS takes the form of a joint investment fund, the Member State in which the management company is established or, where the management company has its registered office in another Member State, the Member State in which a branch of the management company and the depositary are established and where the joint investment fund is authorised; (ii) where the UCITS takes the form of an investment company, the Member State in which the investment company has its registered office.
Amendment 131 #
Proposal for a directive
Article 4
Article 4
For the purposes of this Directive, a UCITS shall be deemed to be established in the Member State in which the investment company or the management company of the common fund has its registered office. The Member States shall require that the head office be established in the same Member State as the registered office. has obtained authorisation for the UCITS; the Member State in which the investment company or the joint investment fund’s management company has its registered office shall require the central administration to be established in the Member State in which the registered office of the of the investment company or management company is situated. Where the management company of a joint investment fund does not have its registered office in the UCITS home Member State, the management company shall establish a branch there to carry out book-keeping and accounts management for the UCITS, valuation of the portfolio and determination of the value of the units in the UCITS (including tax aspects), to keep the register of unit- holders in the UCITS, and to act as a local contact point both for investors and for the competent authorities of the UCITS, particularly to perform the following functions: (a) maintaining relations with investors, including receipt of complaints; (b) providing a legal address for the receipt of all documents addressed to the UCITS and the management company by investors and by the competent authority of the UCITS; (c) providing facilities to unit-holders relating to the exercise of their rights, including facilities relating to payments and the receipt and forwarding of unit subscription, issue and repurchase orders; (d) supplying any information at the request of investors or the competent authority of the UCITS. The branch may, on its own responsibility, delegate the performance of these functions to a third party established in the UCITS home Member State and subject to regulatory supervision.
Amendment 132 #
Proposal for a directive
Article 4
Article 4
For the purposes of this Directive, a UCITS shall be deemed to be established in the Member State in which the investment company or the management company of the common fund has its registered office. The Member States shall require that the head office be established in the same Member State as the registered officits home Member State.
Amendment 133 #
Proposal for a directive
Article 5 - paragraph 1 - subparagraph 1
Article 5 - paragraph 1 - subparagraph 1
1. No UCITS shall carry on activities as such unless it has been authorised by the competent authorities of thits home Member State in which it is established.
Amendment 134 #
Proposal for a directive
Article 5 - paragraph 2
Article 5 - paragraph 2
2. A common fund shall be authorised only if the competent authorities have approved the management company,of its home Member State have approved the fund rules and the choice of the management company and depositary. An investment company shall be authorised only if the competent authorities of the UCITS home Member State have approved both its instruments of incorporation and the choice of depositary. The UCITS home Member State shall also require its law to apply to the instruments of incorporation of the UCITS and to relations between the UCITS and its investors, its management company and its depositary.
Amendment 135 #
Proposal for a directive
Article 5 - paragraph 2
Article 5 - paragraph 2
2. A common fund shall be authorised only if the competent authorities of its home Member State have approved the choice of the management company to manage the UCITS, the fund rules and the choice of depositary. An investment company shall be authorised only if the competent authorities of its home Member State have approved both its instruments of incorporation and the choice of depositary, and, where applicable, the choice of the designated management company to manage the UCITS.
Amendment 138 #
Proposal for a directive
Article 5 - paragraph 3 - subparagraph 1
Article 5 - paragraph 3 - subparagraph 1
3. The competent authorities may not authorise a UCITS if the management company or the investment company does not comply with the preconditions laid down in Chapters III and V respectively. of the UCITS home Member State may not authorise a UCITS if: (a) such authorities establish that the investment company does not comply with the preconditions laid down in Chapter V; or b) the management company is not authorised as a UCITS management company in its home Member State.
Amendment 140 #
Proposal for a directive
Article 5 - paragraph 3 - subparagraph 2
Article 5 - paragraph 3 - subparagraph 2
Moreover, the competent authorities of the UCITS home Member State 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 shall be communicated forthwith to the competent authorities.
Amendment 141 #
Proposal for a directive
Article 5 - paragraph 5
Article 5 - paragraph 5
5. Neither the management company nor the depositary may be replaced, nor may the fund rules or the instruments of incorporation of the investment company be amended, without the approval of the competent authorities of the UCITS home Member State.
Amendment 142 #
Proposal for a directive
Article 5 - paragraph 5 a (new)
Article 5 - paragraph 5 a (new)
5a. Member States shall ensure that complete information on the laws, regulations and administrative provisions implementing this Directive which relate to the constitution and functioning of the UCITS is easily accessible at a distance or by electronic means. Member States shall ensure that this information is available, at least, in a language customary in the sphere of international finance, provided in a clear and unambiguous manner, and kept up-to-date.
Amendment 144 #
Proposal for a directive
Article 6 - paragraph 1
Article 6 - paragraph 1
1. Access to the business of management companies shall be subject to prior official authorisation to be granted by the competent authorities of the UCITSmanagement company's home Member State. Authorisation granted under this Directive to a management company shall be valid for all Member States.
Amendment 145 #
Proposal for a directive
Article 6 – paragraph 1 – subparagraph 1 a (new)
Article 6 – paragraph 1 – subparagraph 1 a (new)
Companies authorised in a Member State other than the UCITS home Member State providing UCITS management services on a cross-border basis shall comply with the rules set by the UCITS home Member State concerning the incorporation and operation of the UCITS, namely the rules applicable to: - establishment of the UCITS; - management regulations or statutes of the UCITS; - authorisation of the UCITS; - keeping of the unit-holder register; - exercise of unit-holder voting rights; - investment policy and investment limits; - calculation of total exposure and leverage effect; - restrictions on borrowing, lending and short-selling; - valuation of the UCITS’s assets and accounting for the UCITS; - issue and repurchase of units; - calculation of issue and/or repurchase price; - distribution or capitalisation of income; - obligations of the UCITS to provide information, including on the prospectus, key investor information and regular reporting; - marketing and distribution of units; - unit-holder relations; - UCITS mergers and restructuring; - delegation mechanisms; - liquidation and dissolution of a UCITS.
Amendment 147 #
Proposal for a directive
Article 12 - paragraph 1 - subparagraph 1
Article 12 - paragraph 1 - subparagraph 1
1. Each management company's home Member State shall draw up prudential rules which management companies authorised in that Member State, with regard to the activity of management of UCITS authorised according to this Directive, shall observe at all times.
Amendment 149 #
Proposal for a directive
Article 12 - paragraph 2 a (new)
Article 12 - paragraph 2 a (new)
2a. Management companies shall set up appropriate procedures and arrangements to ensure that they properly deal with investor complaints, and that there are no restriction for investors to exercise their rights in case the management company is located in another jurisdiction. Investors should be able to file complaints in their local language.
Amendment 152 #
Proposal for a directive
Article 13 - paragraph 1 - introductory part
Article 13 - paragraph 1 - introductory part
1. If the management company’s home Member States permits 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:
Amendment 154 #
Proposal for a directive
Article 13 - paragraph 1 - point a
Article 13 - paragraph 1 - point a
a) the competent authorityies of the UCITS must be informed in an appropriate manner of delegations effected by the management company. The competent authorities of the UCITS home Member State shall forward this information to the competent authorities of the management company’s home Member State;
Amendment 157 #
Proposal for a directive
Article 13 - paragraph 1 - point i
Article 13 - paragraph 1 - point i
(i) the UCITS' prospectuses lists the functions which the management company has been permittedcompetent authority of the UCITS home Member State has authorised the management company to delegate.
Amendment 159 #
Proposal for a directive
Article 14 - paragraph 1 a (new)
Article 14 - paragraph 1 a (new)
1a. The Commission shall adopt implementing measures, with a view to ensuring that the management company complies with the duties set out in paragraph 1, in particular to: (a) define the steps that management companies might reasonably be expected to take to identify, prevent, manage and/or disclose conflicts of interest as well as to establish appropriate criteria for determining the types of conflicts of interest whose existence may damage the interests of the UCITS; (b) establish appropriate criteria for acting honestly and fairly and with due skill, care and diligence in the best interests of the UCITS; Those measures, designed to amend non- essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 107(2).
Amendment 161 #
Proposal for a directive
Article 15 - paragraph 2 a (new)
Article 15 - paragraph 2 a (new)
2a. Subject to the conditions set out in this Article, a UCITS shall be free to designate, or to be managed by, a management company authorized in another Member State in accordance with this Directive, provided that such a management company fulfils the following criteria: a) it complies with the provisions of Article 16 or Article 17; b) it complies with the provisions of Article 17a and Article 5a.
Amendment 166 #
Proposal for a directive
Article 16 - paragraph 1
Article 16 - paragraph 1
1. In addition to meeting the conditions imposed in Articles 6 and 7, any management company wishing to establish a branch within the territory of another Member State to carry on the activity for which it has been authorised shall notify the competent authorities of its home Member State.
Amendment 167 #
Proposal for a directive
Article 16 - paragraph 3 - subparagraph 2 a (new)
Article 16 - paragraph 3 - subparagraph 2 a (new)
Where a management company wishes to carry out the service of collective portfolio management as referred to in Annex II, the competent authorities of the management company's home Member State shall attach to the documentation an attestation that the management company has been authorised in accordance with this Directive and a description of the scope of the management company's authorisation and details of any restriction on the types of UCITS that the management company is authorised to manage.
Amendment 168 #
Proposal for a directive
Article 16 - paragraph 3 a (new)
Article 16 - paragraph 3 a (new)
3a. The services provided by a branch of a management company shall comply with the rules drawn up by the management company’s host Member State in accordance with Article 14.
Amendment 172 #
Proposal for a directive
Article 17 - paragraph 1 - introductory part
Article 17 - paragraph 1 - introductory part
1. Any management company wishing to carry on businessthe activities for which it has been authorised 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 the management company's home Member State:
Amendment 174 #
Proposal for a directive
Article 17 - paragraph 2 - subparagraph 3 a (new)
Article 17 - paragraph 2 - subparagraph 3 a (new)
Where a management company wishes to carry out the service of collective portfolio management as referred to in Annex II, the competent authorities of the management company's home Member State shall enclose to the documentation an attestation that the management company has been authorised in accordance with this Directive and a description of the scope of the management company's authorisation and details of any restriction on the types of UCITS that the management company is authorised to manage.
Amendment 175 #
Proposal for a directive
Article 17 - paragraph 3
Article 17 - paragraph 3
3. When appropriate, the competent authorities of 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 6 (3) (a) and of investment advisory services and custody, with which, in the interest of the general good, the management company must comply in the the management company's host Member StateThe services provided by the management company under the freedom to provide services shall comply with the rules drawn up by the management company’s home Member State in accordance with Article 14.
Amendment 182 #
Proposal for a directive
Article 18 −paragraph 3
Article 18 −paragraph 3
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 authoritiesone of the rules under their responsibility, those authorities shall require the management company concerned to put an end to its irregular situation and inform the competent authorities of the management company's home Member State.
Amendment 190 #
Proposal for a directive
Article 20 - paragraph 3 a (new)
Article 20 - paragraph 3 a (new)
3a. If the management company designated by the UCITS is situated in a Member State other than the UCITS home Member State, the depositary shall conclude a written agreement with the management company and with the branch of the management company established in the UCITS home Member State regulating inter alia the provision to the depositary of all information deemed necessary to allow it to perform the functions referred to in Articles 19 and 29.
Amendment 193 #
Proposal for a directive
Article 26 – paragraph 2
Article 26 – paragraph 2
2. AIn appliccase the investment company has not designated a management company, the investment companty 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.
Amendment 195 #
Proposal for a directive
Article 30 – paragraph 3 a (new)
Article 30 – paragraph 3 a (new)
3a. If the management company designated by the UCITS is situated in a Member State other than the UCITS home Member State, the depositary shall conclude a written agreement with the management company and with the branch of the management company established in the UCITS home Member State regulating inter alia the provision to the depositary of all information deemed necessary to allow it to perform the functions referred to in Articles 19 and 29.
Amendment 200 #
Proposal for a directive
Article 35
Article 35
1. Member States shall, subject to the conditions set out in this SectionChapter and irrespective of the manner in which UCITS are constituted as set out in Article 1(3), allow for mergers between: (a) UCITS established within their territories; (b) UCITS established within their territories and UCITS established within the territories of othercross border mergers and domestic mergers as defined in this Article in accordance with one or more of the merger techniques provided for under Article 34. 2. For the purpose of this Directive a cross border merger shall mean: (a) a merger of UCITS of which at least two are established in different Member States; and (b) a merger of UCITS established in the same Member State into a newly constituted UCITS established in another Member State. The merger techniques used for cross border mergers must be allowed for under the laws of the merging UCITS home Member State. 3. For the purpose of this Directive, a domestic merger shall mean a merger of UCITS established in the same Member State when at least one of the involved UCITS has been notified pursuant to article 88. The merger techniques used for domestic mergers must be allowed for under the laws of that Member States. .
Amendment 204 #
Proposal for a directive
Article 36 – paragraph 2 – point d
Article 36 – paragraph 2 – point d
(d) the information on the proposed merger ithat the merging UCITS and the receiving UCITS intends to provide to itstheir respective unit-holders.
Amendment 205 #
Proposal for a directive
Article 36 – paragraph 2 – subparagraph 1 a (new)
Article 36 – paragraph 2 – subparagraph 1 a (new)
This information shall be provided so that both the competent authorities of the merging UCITS home Member State and the competent authorities of the receiving UCITS home Member State can read them in the official language or one of the official languages of the relevant Member State, or in a language approved by the relevant competent authorities.
Amendment 206 #
Proposal for a directive
Article 36 – paragraph 3 – subparagraph 1
Article 36 – paragraph 3 – subparagraph 1
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 consultshall immediately transmit copies of the information referred to in paragraph 2 to the competent authorities of the receiving UCITS. The competent authorities of the merging UCITS home Member State and the competent authorities of the receiving UCITS home Member State unless theyshall, respectively, consider that the potential impact of the proposed merger on the unit-holders of the receiving UCITS is negligible. merging UCITS and the receiving UCITS to assess whether appropriate information is provided to unit-holders.
Amendment 207 #
Proposal for a directive
Article 36 – paragraph 3 – subparagraph 2
Article 36 – paragraph 3 – subparagraph 2
If the competent authorities of the merging or receiving UCITS home Member State consider it necessary, they may require that the information to unit-holders of the merg, respectively, the merging or the receiving UCITS be clarified.
Amendment 208 #
Proposal for a directive
Article 36 – paragraph 3 – subparagraph 3
Article 36 – paragraph 3 – subparagraph 3
Amendment 209 #
Proposal for a directive
Article 36 – paragraph 4 – point c
Article 36 – paragraph 4 – point c
(c) after having considered the potential impact of the proposed merger on unit- holders in accordance with paragraph 3, the competent authorities arethe competent authorities of the merging and the receiving UCITS are, respectively, satisfied with the proposed information to be provided to unit-holders, of the merging UCITS, and where applicable, of the receiving UCITSr no indication of dissatisfaction from the competent authority of the receiving UCITS has been received under sub- paragraph 3 of paragraph (3).
Amendment 210 #
Proposal for a directive
Article 36 – paragraph 5 – subparagraph 1
Article 36 – paragraph 5 – subparagraph 1
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 as provided for in paragraph 2, whether or not the merger has been authorised.
Amendment 211 #
Proposal for a directive
Article 37 – paragraph 1 – subparagraph 1
Article 37 – paragraph 1 – subparagraph 1
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.
Amendment 212 #
Proposal for a directive
Article 37 – paragraph 1 – subparagraph 2 – introductory wording
Article 37 – paragraph 1 – subparagraph 2 – introductory wording
The common draft terms of merger shall includeset out the following particulars:
Amendment 213 #
Proposal for a directive
Article 37 – paragraph 1 – subparagraph 2 – point d
Article 37 – paragraph 1 – subparagraph 2 – point d
(d) the criteria adopted for valuation of the assets and, where applicable, the liabilities on the planned effective date of the merger in accordance with Article 44(1);
Amendment 214 #
Proposal for a directive
Article 37 – paragraph 1 – subparagraph 2 – point f a (new)
Article 37 – paragraph 1 – subparagraph 2 – point f a (new)
(fa) the rules applicable for respectively the transfer of assets and the exchange of units;
Amendment 215 #
Proposal for a directive
Article 37 – paragraph 1 – subparagraph 2 – point g
Article 37 – paragraph 1 – subparagraph 2 – point g
(g) in the case of a merger pursuant to Article 34 (b), the fund rules or instruments of incorporation of the newly constituted receiving UCITS.
Amendment 216 #
Proposal for a directive
Article 37 – paragraph 1 – subparagraph 2 a (new)
Article 37 – paragraph 1 – subparagraph 2 a (new)
Competent authorities may not require that any additional information is included in the common draft terms of mergers.
Amendment 217 #
Proposal for a directive
Article 38
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 mergerelements set out in points (a),( f) and (g) Article 37(1) with this Directive and the fund rules or instruments of incorporation of their respective UCITS.
Amendment 220 #
Proposal for a directive
Article 39 – paragraph 1 – point a a (new)
Article 39 – paragraph 1 – point a a (new)
(aa) where applicable, the cash payment per unit;
Amendment 221 #
Proposal for a directive
Article 39 – paragraph 1 – point b
Article 39 – paragraph 1 – point b
(b) the calculation method of the exchange ratio as well as the actual exchange ratio determined at the date in accordance with Article 44(1).
Amendment 222 #
Proposal for a directive
Article 39 – paragraph 2
Article 39 – paragraph 2
2. The statutory auditors of the merging UCITS or the statutory auditor of the receiving UCITS shall be considered independent auditors for the purposes of paragraph 1.
Amendment 224 #
Proposal for a directive
Article 40 – paragraph 1
Article 40 – paragraph 1
1. Member States shall require the merging and receiving UCITS to provide appropriate and accurate information on the proposed merger to its or theirtheir respective unit-holders so as to enable their respective unit-holders to make an informed decisionjudgement of the impact of the proposal on their investment.
Amendment 226 #
Proposal for a directive
Article 40 – paragraph 3 – subparagraph 1
Article 40 – paragraph 3 – subparagraph 1
3. The information shall be provided to unit-holders of the merging UCITS and of the receiving UCITS only after the competent authorities of the merging UCITS home Member State have authorised the proposed merger under Article 36.
Amendment 227 #
Proposal for a directive
Article 40 – paragraph 3 – subparagraph 2
Article 40 – paragraph 3 – subparagraph 2
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 mergerlast date for requesting repurchase or redemption without additional charge referred to in Article 44.
Amendment 231 #
Proposal for a directive
Article 40 – paragraph 4 – subparagraph 2 – point b
Article 40 – paragraph 4 – subparagraph 2 – point b
(b) 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, and, where relevant, a prominent warning to investors that their tax treatment may be changed following the merger;
Amendment 233 #
Proposal for a directive
Article 40 – paragraph 4 – subparagraph 2 – point c
Article 40 – paragraph 4 – subparagraph 2 – point c
(c) 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 or the depositary on request, and the right to request the repurchase or redemption of their units without charge as specified in Article 42 and the last date for exerting that right;
Amendment 236 #
Proposal for a directive
Article 42 – paragraph 1
Article 42 – paragraph 1
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, without any other charge than those retained by the fund to cover disinvestment costs, the repurchase or redemption of their units or, where possible, to convert them into units in another UCITS with similar investment policies, without charge and managed 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. 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 in accordance with article 40. It shall cease to exist five working days before the date for calculating the exchange ratio as referred to in Article 44.
Amendment 238 #
Proposal for a directive
Article 42 – paragraph 2
Article 42 – paragraph 2
2. FWithout prejudice to the provisions of paragraph 1, 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 subscription, repurchase or redemption of units provided that such suspension is justified for the protection of the unit- holders.
Amendment 239 #
Proposal for a directive
Article 43
Article 43
Except in case where UCITS are self- managed, 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.
Amendment 255 #
Proposal for a directive
Article 53 – paragraph 2 – subparagraph 2
Article 53 – paragraph 2 – subparagraph 2
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 ofcompliance with Article 46(3), the feeder UCITS may calculate its global exposure related to financial derivative instruments by combining its own direct exposure under point (b) of the first subparagraph with: - either the master UCITS' actual exposure to financial derivative instruments in proportion to the mastfeeder UCITS,' including the investments of the master UCITS into financial derivative instruments and their underlyings,vestment into the master UCITS; or - the master UCITS potential maximum global exposure to financial derivative instruments provided for in the master UCITS' fund rules or instruments of incorporation in proportion to the feeder UCITS investment into the master UCITS.
Amendment 273 #
Proposal for a directive
Article 55 – paragraph 1 – subparagraph 3
Article 55 – paragraph 1 – subparagraph 3
The feeder UCITS shall not invest in units of that master UCITS until the agreement referred to in subparagraph 1 has become effective. This agreement shall be available, on request and without charges, to all unit-holders.
Amendment 275 #
Proposal for a directive
Article 55 – paragraph 2
Article 55 – paragraph 2
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 priccoordinate the timing of its net asset value calculation and publication, or employ other recognised techniques such as fair value pricing in order to prevent arbitrage between the book value and the market value of its fund units for that day(market timing).
Amendment 278 #
Proposal for a directive
Article 55 – paragraph 4 – subparagraph 2
Article 55 – paragraph 4 – subparagraph 2
Amendment 283 #
Proposal for a directive
Article 56 – paragraph 1 – subparagraph 2 b (new)
Article 56 – paragraph 1 – subparagraph 2 b (new)
Member States shall require that the feeder UCITS or, when applicable, the management company of the feeder UCITS shall be in charge of communicating to the depositary of the feeder UCITS any information about the master UCITS and required for the completion of the duties of the depositary of the feeder UCITS.
Amendment 290 #
Proposal for a directive
Article 58 – paragraph 1 – subparagraph 1 – point b
Article 58 – paragraph 1 – subparagraph 1 – point b
(b) onthe investment objective and policy, including the risk profile and whether the performance of the feeder UCITS and the master UCITS are identical, or to what extent and for which reasons they differ, including a description of the investment made in accordance with Article 53(2);
Amendment 295 #
Proposal for a directive
Article 58 – paragraph 4 a (new)
Article 58 – paragraph 4 a (new)
4a. A paper copy of the prospectus, annual and half-yearly report of the master shall be delivered by the feeder UCITS to investors upon their request, free of charge.
Amendment 307 #
Proposal for a directive
Article 72
Article 72
All marketing communications to investors shall be clearly identifiable as such. They shall be fair, clear and not misleading and the inform. In particular, any marketing communications contained therein shall be consistmprising an invitation to purchase units of UCITS that contains specific information about a UCITS shall not make statements withhich contradict or diminish the significance of the information contained in the prospectus and the key investor information referred to in Article 73. TheyIt 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.
Amendment 308 #
Proposal for a directive
Article 73 – paragraph 1
Article 73 – paragraph 1
1. Member States shall require that an investment company and, for each of the common funds it manages, a management company draw up a short document containing key investor information for investors ( “key investor information”). The words “key investor information” should be clearly mentioned on this document, in the language referred to in point (b) of Article 89(1).
Amendment 319 #
Proposal for a directive
Article 75 – paragraph 2
Article 75 – paragraph 2
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 agentperson who acts on its behalf and under its full and unconditional responsibility to investors, deliverprovides 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 client. Member States shall require that the intermediaries selling or advising investors orn potential cliinvestments, in compliance with any information obligations applicable to them under the relevant Community and national lawUCITS, provide key investor information to their clients or potential clients.
Amendment 323 #
Proposal for a directive
Article 75 – paragraph 2a (new)
Article 75 – paragraph 2a (new)
2a. Key investor information shall be provided to investors free of charge.
Amendment 324 #
Proposal for a directive
Article 76 – paragraph 1
Article 76 – paragraph 1
1. Member States shall allow investment companies and, for each of the common funds they manage, management companies, to deliverprovide key investor information in a durable medium or by means of a website. A paper copy shall be delivered free of charge to the investor, upon request.
Amendment 344 #
Proposal for a directive
Article 94 – paragraph 1
Article 94 – paragraph 1
1. Member States shall lay down the rules on measures and 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. TheWithout prejudice to the procedures for the withdrawal of authorization or to the right of Member States to impose criminal sanctions, Member States shall in particular ensure, in conformity with their national law, that the appropriate administrative measures can be taken or administrative sanctions be imposed against the persons responsible where the provisions adopted in the implementation of this Directive have not been complied with. The measures and penalties provided for must be effective, proportionate and dissuasive. Without precluding rules on measures and 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 measures and 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).
Amendment 360 #
Proposal for a directive
Article 104 – paragraph 2 a (new)
Article 104 – paragraph 2 a (new)
2a. The competent authorities of the management company's home Member State shall notify, without delay, the competent authority of the UCITS home Member State of any problems identified at the level of the management company and which would affect the ability of the management company to properly perform its duties with respect to the fund and any breaches of the requirements under Chapter III. .