Spain

1. EEA UCITS Schemes

The UCITS Directive is transposed into Spanish law by means of Law 35 / 2003 of 4th November, on CIS (“CIS Law”) and developed by Royal Decree 1082 / 2012, of 13th July, approving the regulation of the CIS (“CIS Regulation”).

According to the CIS Law, EEA Management Companies may exercise passporting rights for the management and marketing of an EEA UCITS Scheme in Spain on a services and / or branch basis.

Notification

If an EEA Management Company wishes to manage and market an EEA UCITS Scheme to retail / professional investors located in Spain, a passporting process must be carried out. It is important to highlight that there is no private placement regime for EEA UCITS Schemes under CIS Law.

The passporting process is underlined by CIS Law, CIS Regulation and namely in Circular 2 / 2011, of the Spanish securities market commission (Comisión Nacional del Mercado de Valores, “CNMV”) on foreign collective investment schemes registered at the CNMV.

The process will involve the HMSA sending the prescribed management passport notification to the CNMV on behalf of the EEA Management Company.

The EEA Management Company will have to send the following documents to accompany the notification:

• EEA UCITS Scheme’s rules or instrument of incorporation; 
• the prospectus;
• KIID (translated into Spanish); and
• any annual reports or biannual accounts, where applicable.

In particular, Part B of the notification shall include certain specific information set out in Circular 2 / 2011 of the CNMV, on foreign collective investment schemes registered at the CNMV.

Once the notification is reviewed, the CNMV will issue its confirmation of recognition to the HMSA, from which point the EEA Management Company will be able to market the EEA UCITS Scheme in Spain. No additional permissions are required.

An EEA Management Company proposing to market an EEA UCITS Scheme in Spain is obliged to treat Spanish investors under the same terms and conditions as home Member State investors and shall be required to maintain facilities in Spain to enable investors to obtain or inspect the documentation constituting the EEA UCITS Scheme. Details of these facilities must be included in the notification provided to the CNMV. The EEA UCITS Scheme’s prospectus must also disclose the address of such facilities.

Finally, it is important to note that the EEA UCITS Scheme must comply with all laws, regulations and administrative provisions in force in Spain which do not fall within the scope of the UCITS Directive.

2. Fees

The CNMV does not charge an application fee for outward or inward EEA UCITS Scheme passport notifications. However, upon registration, EEA UCITS Schemes will have to pay a lump sum of EUR 1,000 and from the registration onwards, an annual flat fee for each of EUR 2,500 regardless of the expected commercialisation volume.

*Please note that these fees depend on The General Government Budgets. Elections are taking place in November and these fees may change.