CIRCULAR
2/2013 OF 9 MAY OF THE NATIONAL SECURITIES EXCHANGE COMMISSION ON THE
KEY INVESTOR INFORMATION DOCUMENT AND THE PROSPECTUS OF COLLECTIVE
INVESTMENT SCHEMES.
In the process of adapting Spanish legislation to Directive
2009/65/EC of the European Parliament and of the Council of 13 July 2009
("UCITS IV
Directive") the National Securities Exchange ("CNMV")
has issued a new circular, Circular 2/2013 of 9 May on the key investor
information document (“KIID”)
and the prospectus [ ]).” of Spanish collective investment schemes ("Circular
2/2013") The main changes introduced in Circular 2/2013
are detailed below.
Circular 2/2013 has three objectives: first, to regulate the KIID,
establishing those matters that pertain only to real estate funds and
hedge funds. It also establishes models for the KIID and the prospectus
of collective investment schemes, and finally, it adapts Spanish
legislation to recent legislative changes concerning, among others, the
new circumstances that give shareholders the right to withdrawal and
ESMA recommendations relating to the termination of securities lending
and repos agreements.
Regarding the KIIDs, following the guidelines set by EU legislation,
Circular 2/2013 has extended the obligation to issue a KIID to all
Collective Investment Schemes (“CIS”)
which are not considered to be UCITS (non-harmonized CIS) as it does not
seem reasonable for two different marketing documents to be issued for
the CIS depending on whether or not it is an UCITS, even though the
directive only applies to harmonized CIS.
However, in extending the obligation to issue this document to all
CIS, it provides certain exceptions and adjustments to the content and
form of the document for certain types of non-harmonized UCITS (including
real estate funds and hedge funds) in order to adapt it to the
characteristics of this type of CIS.
In all these cases, the presentation of the KIID and the prospectus
of UCITS for registration and, in the case of investment funds, for
additional prior verification and subsequent updates, must be made
electronically through CIFRADOC.
Moreover, the Circular provides different scenarios in which the
members have the right to information on an individual basis regarding
those changes deemed to be of particular relevance.
In relation to the right of withdrawal when the updating of the KIID
and/or the prospectus is the result of some of the modifications that
are deemed essential by Circular 2/2013, a shareholder may choose,
within a period of 30 calendar days to request a refund for, or transfer
of, their shares, in whole or in part, without any deduction of
redemption fees or expenses, for the applicable net asset value on the
last day of the 30 calendar day reporting period.
Circular 2/2013 came into force on 25 May and will replace the
previous Circular 3/2006 on the prospectus of UCITS. It establishes
transitory rules for the implementation of the Circular, with a series
of specific deadlines.
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