Brief note on Asset Management Companies in Spain

The Securities Market is highly regulated in Europe. The EU, through the UCITS and MiFid regulations, is determined to establish a single stock market for all EU countries. The EU is focused on making this single Securities Market as ​​the axis on which the construction of Europe pivots.

This collaboration is about one of most important institutions in the Securities Market: The AMC (also known in Spain as Management Companies for Collective Investment (SGIIC))

The AMC (Asset Management Company) (In Spanish is known as Sociedad Gestora de Instituciones de Inversión Colectiva SGIIC) is the one that adopts the investment decisions and exercises all the functions of administration and representation of the fund. Therefore, it is the management company that invests the capital contributed by the savers (participants) in the different financial assets that constitute the portfolio of the fund: fixed income, variable income, derivatives, bank deposits, etc … Among other obligations, the manager must prepares a brochure in which the characteristics of the fund are collected.

This AMC/SGEEIC are …

1 A public limited company.

2 Its principal managerial objectives essentially consist of:

A. The management of stocks from investment funds and investment companies that were entrusted with the SGIIC/AMC.

B. The administration of said investment Tentities carries out the following tasks:

• • Provision of legal and accounting services;
  • Valuation and determination of the Net Asset Value (NAV) of the mutual fund;
  • Normative compliance;
  • Record of participants or shareholders;
  • Distribution of the returns;
  • Subscription and reimbursement of fund shares, acquisition and sale of shares to and from the mutual fund.

C. The commercialization of shares or participation from the mutual funds.

3 They can be authorized, in addition, to develop activities of:

A. Discretional management of investment portfolios (including pension funds) by mandate;

B. Administration, management, representation and commercialization of the Private Equity, Venture Capitals, or, European Social Entrepreneurship Funds (EuSEF), European Venture Capital Funds (EuVECA).

4 As well as carrying out complementary activities, if authorized, consisting of:

A. Consultation on investments;

B. Custody and administration of fund shares or shares from EuVECA or EuSEF; and

C. Receiving and transferring customer orders.

5 The AMC can delegate (totally or partially) the management of the assets that make up their assets with third parties. This delegation, in no case will affect the responsibility of the management company.

Conditions of Daily Operation

For an entity to operate as an SGIIC/AMC, a prior authorization from the National Securities Market Commission of Spain (CNMV).

is required. Once it is incorporated, it must be registered in the Commercial Registry (House of Companies) of the domicile and in a specific Regulator´s Registry CNMV.

• The request for authorization must be accompanied by:
• Draft of bylaws;
• Memos that describes the organizational structure;
• List of activities to be developed;
• Technicalities and human resources;
• List of management / directory positions, as well as accreditation of their titles and professionality;
• Identity of the shareholders that has a significant stake and its amount;
• Information of :
  • Remuneration policies; and
  • Adopted provisions regarding the delegation and sub-delegation of functions to third parties.

The rules of the AMC are excluded, should it meet the rule of managing investment entities that are from 100 or 500 million euros (depending on the cases).

Requirements for Daily Operations:

To obtain and maintain the authorization of an SGIIC/AMC, some predetermined requirements must be met, in particular (and among others):

• Its corporate purpose should be exclusively that of which is legally envisaged and previously indicated.
• Company’s domicile, administration and directory must be located in Spain.
• A legal capital minimum must be met, fully disbursed, in cash. In this regard, it should be noted that the minimum capital stock will be between 125,000 and 300,000 euros. Subsequently, the level of company’s own resources must be kept at a level in accordance to the requirements of the managed asset’s value.
• Have a Board of Directors with a minimum of 3 members. The directors must comply with the legal conditions of good repute, knowledge and experience.
• Declare the identities of shareholders that have significant participation.
• To be managed with good administration and accounting.
• Have internal control procedures and mechanisms, including, risk management.
• Inform and document the conditions and services that are subcontracted or outsourced.

As long as the company is running, special attention must also be given, among other issues, to:

• Bylaw modifications;
• The holding of significant shares;
• Remuneration policies;
• Compulsory audits; and
• Having customer service or adequate customer advocacy.