CHAPTER III

OBLIGATIONS REGARDING MANAGEMENT COMPANIES
SECTION 4

Freedom of establishment and freedom to provide services
Article 19
1
A management company which pursues the activity of collective portfolio management on a cross-border basis by establishing a branch or under the freedom to provide services shall comply with the rules of the management company’s home Member State which relate to the organisation of the management company, including delegation arrangements, risk-management procedures, prudential rules and supervision, procedures referred to in Article 12 and the management company’s reporting requirements. Those rules shall be no stricter than those applicable to management companies conducting their activities only in their home Member State.
2
The competent authorities of the management company’s home Member State shall be responsible for supervising compliance with paragraph 1.
3
A management company which pursues the activity of collective portfolio management on a cross-border basis by establishing a branch or in accordance with the freedom to provide services shall comply with the rules of the UCITS home Member State which relate to the constitution and functioning of the UCITS, namely the rules applicable to:
a
the setting up and authorisation of the UCITS;
b
the issuance and redemption of units and shares;
c
investment policies and limits, including the calculation of total exposure and leverage;
d
restrictions on borrowing, lending and uncovered sales;
e
the valuation of assets and the accounting of the UCITS;
f
the calculation of the issue or redemption price, and errors in the calculation of the net asset value and related investor compensation;
g
the distribution or reinvestment of the income;
h
the disclosure and reporting requirements of the UCITS, including the prospectus, key investor information and periodic reports;
i
the arrangements made for marketing;
j
the relationship with unit-holders;
k
the merging and restructuring of the UCITS;
l
the winding-up and liquidation of the UCITS;
m
where applicable, the content of the unit-holder register;
n
the licensing and supervision fees regarding the UCITS; and
o
the exercise of unit-holders’ voting rights and other unit-holders’ rights in relation to points (a) to (m).
4
The management company shall comply with the obligations set out in the fund rules or in the instruments of incorporation, and the obligations set out in the prospectus, which shall be consistent with the applicable law as referred to in paragraphs 1 and 3.
5
The competent authorities of the UCITS home Member State shall be responsible for supervising compliance with paragraphs 3 and 4.
6
The management company shall decide and be responsible for adopting and implementing all the arrangements and organisational decisions which are necessary to ensure compliance with the rules which relate to the constitution and functioning of the UCITS and with the obligations set out in the fund rules or in the instruments of incorporation, and with the obligations set out in the prospectus.
7
The competent authorities of the management company’s home Member State shall be responsible for supervising the adequacy of the arrangements and organisation of the management company so that the management company is in a position to comply with the obligations and rules which relate to the constitution and functioning of all the UCITS it manages.
8
Member States shall ensure that any management company authorised in a Member State is not subject to any additional requirement established in the UCITS home Member State in respect of the subject matter of this Directive, except in the cases expressly referred to in this Directive.