Cross-Border Distribution of UCITS

SECTION 2 Operating conditions

Article 30 Articles 13 and 14 shall apply mutatis mutandis to investment companies that have not designated a management company author- ised pursuant to this Directive. For the purpose of the Articles referred to in the first paragraph,‘management company’ means ‘investment company’. Investment companies shall manage only assets of their own portfolio and shall not, under any circumstances, receive any mandate to manage assets on behalf of a third party. Article 31 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, 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 accord- ing to the instruments of incorporation and the legal provisions in force.

SECTION 3 Obligations regarding the depositary

Article 32 1. The assets of an investment company shall be entrusted to a depositary for safe-keeping.

2. A depositary’s liability as referred to in Article 34 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 shall ensure the following: (a) that the sale, issue, repurchase, redemption and cancellation of units effected by or on behalf of an investment company are carried out in accordance with the law and with the investment company’s instruments of incorporation; (b) that in transactions involving an investment company’s assets any consideration is remitted to it within the usual time limits; and (c) that an investment company’s income is applied in accordance with the law and its instruments of incorporation. 4. An investment company’s home Member State may decide that investment companies established on its territory which market their units exclusively through one or more stock exchanges on which their units are admitted to official listing are not required to have depositaries within the meaning of this Directive. Articles 76, 84 and 85 shall not apply to such investment companies. However, the rules for the valuation of such investment com- panies’ assets shall be stated in the applicable national law or in their instruments of incorporation. 5. An investment company’s home Member State may decide that investment companies established on its territory which market at least 80 % of their units through one or more stock exchanges designated in their instruments of incorporation are not required to have depositaries within the meaning of this Directive provided that their units are admitted to official listing on the stock ex-

| Cross-border distribution of UCITS - May 2011 | Appendix

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