Article 2
1. For the purposes of this Directive the following definitions apply:
(a) |
‘depositary’ means an institution entrusted with the duties set out in Articles 22 and 32 and subject to the other provisions laid down in Chapter IV and Section 3 of Chapter V; |
(b) |
‘management company’ means a company, the regular business of which is the management of UCITS in the form of common funds or of investment companies (collective portfolio management of UCITS); |
(c) |
‘management company’s home Member State’ means the Member State in which the management company has its registered office; |
(d) |
‘management company’s host Member State’ means a Member State, other than the home Member State, within the territory of which a management company has a branch or provides services; |
(e) |
‘UCITS home Member State’ means the Member State in which the UCITS is authorised pursuant to Article 5; |
(f) |
‘UCITS host Member State’ means a Member State, other than the UCITS home Member State, in which the units of the UCITS are marketed; |
(g) |
‘branch’ means a place of business which is a part of the management company, which has no legal personality and which provides the services for which the management company has been authorised; |
(h) |
‘competent authorities’ means the authorities which each Member State designates under Article 97; |
(i) |
‘close links’ means a situation in which two or more natural or legal persons are linked by either:
|
(j) |
‘qualifying holding’ means a direct or indirect holding in a management company which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of the management company in which that holding subsists; |
(k) |
‘initial capital’ means the funds as referred to in Article 57(a) and (b) of Directive 2006/48/EC; |
(l) |
‘own funds’ means own funds as referred to in Title V, Chapter 2, Section 1 of Directive 2006/48/EC; |
(m) |
‘durable medium’ means an instrument which enables an investor to store information addressed personally to that investor in a way that is accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored; |
(n) |
‘transferable securities’ means:
|
(o) |
‘money market instruments’ means instruments normally dealt in on the money market which are liquid and have a value which can be accurately determined at any time; |
(p) |
‘mergers’ means an operation whereby:
|
(q) |
‘cross-border merger’ means a merger of UCITS:
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(r) |
‘domestic merger’ means a merger between UCITS established in the same Member State where at least one of the involved UCITS has been notified pursuant to Article 93. |
2. For the purposes of paragraph 1(b), the regular business of a management company shall include the functions referred to in Annex II.
3. For the purposes of paragraph 1(g), all the places of business established in the same Member State by a management company with its head office in another Member State shall be regarded as a single branch.
4. For the purposes of point (i)(ii) of paragraph 1, the following shall apply:
(a) |
a subsidiary undertaking of a subsidiary undertaking shall also be considered to be a subsidiary of the parent undertaking which is at the head of those undertakings; |
(b) |
situations in which two or more natural or legal persons are permanently linked to the same person by a control relationship shall also be regarded as constituting a close links between such persons. |
5. For the purposes of paragraph 1(j), the voting rights referred to in Articles 9 and 10 of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (11) shall be taken into account.
6. For the purposes of paragraph 1(l), Articles 13 to 16 of Directive 2006/49/EC shall apply mutatis mutandis.
7. For the purposes of paragraph 1(n), transferable securities shall exclude the techniques and instruments referred to in Article 51.