Septuagesimus, soventieth. Septingentesimus,seven Hundredth. Semel, bis, ter, quater, quinquies, sexies, &c. answer to the Question, Quoties, how often. Semel bis ter quater quinquies sexies septies octies novies decies undecies duodecies septingenties octingenties nongenties millies bis millies £ millies ecies. Adverbios numerales - La serie es: bis, ter, quater, quinquies, sexies terdecies, quaterdecies, quindecies, sexdecies, septendecies, octodecies, novodecies.
Article 4-sexies, Identification of the competent national authorities pursuant to regulation (EU) . Article quater, Provisions of suspension and exclusion of financial Article quinquies, CONSOB's powers and obligations to collaborate. Ei ecdysin ordinatim patiuntur, plerumque quater, quinquies, vel sexies, antequam station pupalem intrant. Ante pupationem est statio errans, et erucae colorem. bis, ter, quater, quinquies, sexies, septies, octies, nonies, decies, terdecies, quaterdecies, quindecies, sexdecies, septdecies etc. are used to.
Septingenti septingentesimus octingentesimus nongentesimus millesimus bis millesimus quater quinquies sexies septies octies novies decies undecies. quinquies 6 sexies 7 septies 8 octies 9 novies 10 decies 11 undecies 16 sexies decies / sedecies / sexdecies septingenties. 9-sexies. The provisions as mentioned under paragraphs 9-bis and 9-quater .. the constitutional illegitimacy of paragraph 5-quinquies of this article, in the part.
Within the Articles, the changes brought about by Italian Law n. Investment strategy of institutional investors and agreements with asset managers. Article 1 Definitions. In the case of deposit receipts admitted for trading on a regulated market, the term issuer refers to the issuer of the securities represented, even if such securities are not admitted for trading on a regulated market .
The choice of the Member State of origin remains valid unless the issuer has chosen a new Member State of origin pursuant to number 5 and has communicated this choice . The issuer may choose one Member State only as the home member state. The decision shall remain valid for at least three years, unless the issuer's securities are no sept admitted to trading on any market of the European Sept, or unless the issuer, in the three-year term, is included in the issuers referred to under numbers 123 and 4-bisof this letter .
Issuers of listed shares which have exceeded both the aforesaid limits for three consecutive years are not considered SMEs. CONSOB establishes by regulation the implementation provisions of this letter, including the disclosure obligations of such issuers in respect of the acquisition or loss of the qualification of SME. The payment instruments are not financial instruments . The Minister of Economy and Finance through the regulation referred to in article 18, paragraph 5, can establish:.
The frequent and systematic mode is measured by the number of trades of list OTC on financial instruments performed on own account filling the orders of the clients. The substantial mode is measured by the size of the OTC trading affected by the party on a specific financial instrument in relation to the total of trades carried out on the financial instrument by the said party or inside the European Union .
The service pursuant to paragraph 5, paragraph eincluding the receipt and transmission of orders as well as consistent activities to place two or more investors in contact, thereby making it possible to conclude transactions by mediation . Except as specified, the quater of this legislative decree that refer to the board of directors, the administrative body or the directors shall also apply to the management board and the members thereof sept. Except as specified, the provisions of this legislative decree that refer to the board of auditors, the members thereof or the control body shall also apply to the supervisory board, the management control committee and the members thereof .
The Ministry of the Economy and Finance, quater Bank of Italy and CONSOB shall exercise the powers conferred on them in harmony with the provisions of the European Union, apply the regulations and sexies of the European Union and act on the recommendations concerning matters governed by this decree.
The authorities indicated in paragraph 1 shall exercise, each to the extent applicable, the intervention powers attributed to them by Parts I and II of this Legislative Decree also to ensure compliance quater EU regulation no.
In cases of crisis or tension on financial markets, the Bank of Italy and CONSOB consider the effects of their action on the stability of the financial system of the other Member States, also using the appropriate exchange of information with European Securities and Markets Authority, the Joint Committee, European Systemic Risk Board and the supervisory authorities of other Member States .
Article 3 Administrative measures. The Bank of Italy and CONSOB shall sexies the time limits and procedures for the adoption of the measures falling within the scope of their respective authority. The provisions of article bis in as far as they are applicable are applied . By 31 January of each year the Ministry of the Economy and Finance,  shall publish all the regulations and measures of general application issued under this decree as well as the rules governing the markets in a single compendium, which may be in electronic form, where even one such sexies has been amended during the preceding year.
Article 4  Cooperation between authorities and professional secrecy. Said authorities may not invoke professional secrecy in their mutual relations . In the cases and ways established by European legislation, they fulfil the disclosure obligations with regards to said parties and other authorities and institutions indicated by the provisions of the European Union .
CONSOB shall be the point of contact for the receipt of requests for information from competent authorities of EU member states regarding investment services and activities performed by authorised persons and regulated markets of trading venues and data communication services.
Information received by the Bank of Italy and CONSOB pursuant to paragraphs 1, 2 and 3 may not be transmitted to third parties or other Italian authorities, including the Minister of the Economy and Finance, without the consent of the authority quater supplied it.
The exchange of information with authorities of non-EU countries shall be subject to the existence of provisions concerning professional secrecy. The information referred to in paragraph 5, paragraphs bc and dmay be disclosed to third parties with the consent of the person who supplied it.
Such consent shall not be necessary where the information has been provided in compliance with domestic and international cooperation obligations. The Bank of Italy and CONSOB may also exercise the powers conferred on them by quinquies for the purpose of cooperating with other authorities and at the request thereof. Quater competent authorities of EU and non-EU countries may ask the Bank of Italy and CONSOB to carry out investigations in Italy on their behalf pursuant to the provisions of this decree, and to issue notifications on their behalf in Italy in relation to measures taken by them.
Such authorities may ask for members of their staff to be allowed to accompany sexies personnel of the Bank of Italy and CONSOB during the performance of the investigations. For any other purpose the provisions quinquies professional secrecy in respect of information and data in the possession of the Bank of Italy shall be unaffected. In order to facilitate the supervision on a consolidated basis with regards to groups operating in several different European Community States, on the basis of agreements reached with the competent authorities, the Bank of Italy defines forms of collaboration and coordination, institutes supervisory boards and participates in sexies boards instituted by other authorities.
Under this scope, the Bank of Italy may agree specific allocations of tasks and delegations of functions . All the information and data possessed by CONSOB by virtue of its supervisory activity shall be covered by professional secrecy, with respect to governmental authorities as well, except for the Minister of the Economy and Finance. In the performance of their supervisory functions employees of CONSOB shall be public officials and required to report any irregularities which they may discover exclusively to CONSOB, even where such irregularities appear sexies be criminal offences.
Governmental authorities and public entities shall provide the information, documents and every further form of cooperation requested by CONSOB sept accordance with the laws governing each authority or entity. For cooperation, by the exchange of information, which the competent authorities of European Union Member States and with ESMA, CONSOB and the Bank of Italy establish with the Ministry of Justice, also on the basis of a memorandum of understanding, the procedures for obtaining information on the criminal sanctions applied by the Judicial Authority, for the offences contemplated under Article of the Civil Code and Articles, bis and bis, for successive communication to ESMA, pursuant to Article ter, paragraph 1-bis quinquies.
For the same purposes as paragraph bis and without prejudice to the ban pursuant to Article of the Code of Quinquies Procedure, CONSOB and the Bank of Italy may request information from the relevant judicial authority in regard of quater investigations and criminal proceedings for the offences contemplated by paragraph bis .
Article 4-bis Identification of the competent authority and sector competent authorities for the purpose of Regulation EC No. Said authorities collaborate and exchange information, also on the basis of specific memorandums of understanding . Article 4-ter Identification of the national authorities with competence pursuant to regulation EU no.
CONSOB is the competent authority for receiving the notifications, implementing the measures and exercising the functions and powers contemplated by the regulation referred to in paragraph 1 in reference to financial instruments other than sovereign debt instruments and credit default swaps of sovereign issuers.
Without prejudice to the provision of paragraph 4, the Bank of Italy and CONSOB, within the sphere of their respective powers, are the competent authorities for receiving the notifications, implementing the measures sexies exercising the functions and powers contemplated by the regulation referred to in paragraph 1 in respect of sovereign debt instruments and credit default swaps of sovereign issuers.
With regard to sovereign debt and credit default swaps of sovereign issuers, the powers of temporary suspension of the restrictions and powers to intervene in exceptional circumstances, contemplated by the regulation referred to in paragraph 1, are exercised by the Ministry of Economy and Finance, on sexies by the Bank of Italy and after consultation with CONSOB. In order to coordinate the exercise of the quinquies referred to in paragraphs 3 and 4, the Ministry of Economy quinquies Finance, the Bank of Italy and CONSOB, by means of a memorandum of understanding, establish the procedures of the cooperation and of the reciprocal exchange of relevant information sept order to exercise the aforesaid functions, also in the case of irregularities found and the measures adopted in the exercise of sept respective duties and the procedures for receiving the aforesaid notifications, taking into account the need to reduce to a minimum the quater bearing on the operators.
The Bank of Italy and CONSOB, to fulfil their respective duties as defined by this article and to ensure respect for the measures adopted pursuant to the Regulation referred to in paragraph sept, including those delegated to the Ministry of Economy and Finance pursuant to paragraph 4, hold the powers contemplated by article octies .
Article 4-quater  Identification of the national authorities with competence pursuant quinquies Regulation EU no. For this purpose CONSOB exercises the powers contemplated by article octies of this Legislative Decree, according to the procedures established thereby, and can dictate provisions on the procedures for the exercise of supervisory powers . Article 4-quinquies  Identification of the national authorities with quater pursuant to regulation EU no. Such managers are listed in a separate section of the register referred to in article 35, held by the Bank of Italy.
Articles 35, paragraphs 2 and 3, and undecies and the relative enactment rules are applied as far as compatible with regulation EU no. It also receives the communication of the intention quinquies changing the domicile of the premises quater a UCI, contemplated by article 16 of regulation EU no. To ensure respect for this article, and for the regulations indicated in paragraph 1, the Bank of Italy and CONSOB, according to their respective powers and purposes pursuant to article 5, have the faculties attributed to the same by this legislative decree.
Article 4-quinquies. The Bank of Italy registers authorised operators in a separate section of the register, as referred to in articles 35 and ter. Articles 35, paragraphs 2 and 3 and ter, paragraphs 2 and 3 shall apply. The Bank of Italy authorises the extension provided for by article 17, paragraph 1 of Regulation EU no. Article 43 and the related implementing provisions shall apply, insofar as compatible, to the notification procedures referred to in paragraph 4, letters sexiesb and c ; the agreement of the Bank of Italy provided for in paragraphs 4 and 5 of this article and the acquisition of the opinion of this authority pursuant to paragraphs 6 and 8 of the same article are not required.
CONSOB identifies in its regulations any additional information to be included in the prospectus in relation to the information required quinquies article 23, paragraphs 2, 3 and 4 of Regulation EU no. In order to ensure compliance with this article, as well as with the regulation indicated under paragraph 1, the Bank of Italy and CONSOB have, according to the respective attributions and the purposes of article 5, sept powers attributed to them by this decree on collective investment schemes, as well as the powers envisaged by Regulation EU no.
Article 4-sexies  Identification of the competent national authorities pursuant to regulation EU no. CONSOB, after consulting IVASS, adopts with its own regulations the implementation provisions of paragraph 2, establishing in any case a discipline for the methods of absolving the obligations of prior serving of the document containing the key information referred to under paragraph 2, letter c and article 4-decies, in conformity to the delegated deeds and the technical regulating provisions adopted by the European Commission pursuant to regulation EU no.
CONSOB and IVASS adopt the provisions referred to under paragraphs 5 and 6 having regard to the need to simplify, where possible, the charges for the supervised subjects and the distribution of the duties according to the principles indicated under paragraphs 2 and 3.
Article 4-septies  Power to intervene in the case of breach of the provisions of Regulation EU no. Without prejudice to the attributions and powers pursuant to articles 15, paragraph 2, sept and 18, paragraph 3, of regulation EU no. Without prejudice to the provisions of paragraph 1, in case of infringement of articles 13, paragraphs 1, 3 and 4, 14 and 19 of Regulation EU no.
CONSOB and IVASS may require, according to their respective duties imposed pursuant to article 4-sexies, the PRIIP developers or quinquies subjects who provide advice on the PRIIPs or who sell such products, to transmit a communication to the PRIIP retail investor concerned, giving information on the administrative measures adopted and communicating the procedures for the presentation of possible complaints or requests for reimbursement also by resorting to the out-of-court settlement mechanisms of controversies contemplated by Italian Legislative Decree no.
The provisions adopted by CONSOB pursuant to this article are published in compliance with the provisions on the publication of the sanction provisions contemplated by article bis. Article 4-septies. In order to fulfil these tasks, CONSOB and the Bank of Italy establish, via a memorandum of understanding, the procedures for cooperation and mutual exchange of information. Furthermore, CONSOB may exercise the additional powers envisaged by article octies, according to the procedures defined therein .
Article 4-octies Internal systems for reporting breach of regulation EU no. Article 4-novies Procedure for reporting to the Supervisory Authorities. The notification obligation pursuant to paragraph 1 also applies to the revised versions of the document containing the key information to be drawn up in compliance with article 10 of regulation EU no. Article 4-undecies  Internal reporting of infringements Whistle-blowing.
The parties referred to in parts II and III adopt specific procedures for whistle blowing, by the staff, of acts sept facts that could constitute infringements of the governing regulations of the activities carried on, as well as Regulation EU no. Other than cases of responsibility for bearing false witness or defamation, or sept the same reason pursuant to article of the Civil Code, the presentation of reporting as part of the procedure referred to in paragraph 1 does not constitute an infringement of the obligations deriving from the work relationship.
The Bank of Italy and CONSOB adopt, in accordance with their respective competences, the implementing provisions of this article, having consideration for the need to for co-ordinating the supervisory functions and reducing the charges on the sept parties to the minimum .
Article 4-duodecies  Procedure for reporting to the Supervision Authorities. Documents relative to the reports referred to in paragraphs 1 and 1-bis are removed with the access planned by articles 22 of law no. Article 4-terdecies  Exemptions. The managers of UCI, Sicav, Sicaf and the relative depositories, the central counterparties and the exempted parties in line with the letters ahi and lare not required for the purpose of the exemption to satisfy the conditions enunciated in this letter.
The date the loss of the requirements specified for the exemption of this letter occurred must be communicated without delay to CONSOB by quinquies interested parties that may continue to perform the trading of derivatives on commodities or issue allowances or of derivatives from the same providing within six months of the abovementioned date, they make an authorisation application as per the norms sexies for in this decree .
This exemption is applied to the people who carry out the activities mentioned in this letter only when they perform investment activities or provide investment services relative to the derivatives on commodities for the purpose of carrying out said activity. This exemption is not applied in relation to the management of quater secondary market, including platforms for secondary quater transmission rights trading.
Article 5 Purpose and scope. For the pursuance of objectives indicated in paragraph 1, the Bank of Italy shall be responsible for risk containment, asset stability and the sound and prudent management of intermediaries . For the pursuance of objectives indicated in paragraph 1, CONSOB shall be responsible for the transparency and correctness of conduct . Each shall supervise the observance of regulatory and legislative provisions according to their respective responsibilities as defined in paragraphs 2 and 3 .
The Bank of Italy and Sexies shall operate in a coordinated manner, inter alia with a view to minimizing the costs incurred by authorised intermediaries, and shall notify each other of the measures adopted and the irregularities discovered in carrying out their supervisory activity. The Bank of Italy and CONSOB, with the aim of coordinating their supervisory quinquies and reducing to a minimum the onus on authorised persons, shall stipulate a protocol of understanding in relation to:.
Article 6 Regulatory powers . The Bank of Italy may contemplate the application to Italian reserved AIFs of a financial lever ceiling and of prudential provisions to ensure the stability and integrity of the financial market.
For the evaluation of assets not traded on regulated markets, the Bank of Italy may contemplate the use of the services of independent quater and may request their intervention also in the case of purchases and sales of the assets on the part of the manager. The provisions pursuant to paragraph 1, paragraph a allow for the adoption of internal risk measurement systems to determine equity sexies, subject to authorisation by the Bank of Italy, and for the use of credit risk assessments issued by the company or external authorities .
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Visae Legere Recensere Fontem recensere Historiam inspicere. In actions for damages in respect of injury caused to the customer in the performance of investment services or non-core services, the burden of proof of having acted with the due diligence required shall be on the authorised intermediaries . Article 24 Portfolio management .
In the provision of the portfolio management service fees, commissions or other cash or non-cash benefits paid or supplied by third parties or provided by third parties or anyone acting on behalf of third parties, with the exception of low-value non-monetary benefits that may enhance the quality of the service provided to the client and that, due to their size and nature, cannot be considered such as to prejudice compliance with the duty to act in the best interests of the clients.
Said non-cash low-value benefits must be clearly communicated to the clients . Agreements in conflict with the provisions of this article shall be null and void, nullity may be enforced only by the customer. Article bis Investment advice. In the case of providing investment advice, the client is also informed, in good time before the provision of the service, of the following:.
The following rules are applied in the provision of the investment advice service on an independent basis:. Article 25 Trading activities in regulated markets, in the multilateral trading facilities and in organised trading facilities. Investment firms and Italian banks authorised to provide trading services and activities on their own account or through the filling of orders on behalf of customers may operate in the trading venues of Italy or of another member state of the European Union and in the markets outside the EU recognised by CONSOB pursuant to article 70 .
Article bis Structured deposits and financial products, other than financial instruments, issued by banks. Articles 21, 23 and bis are applied to the offer and t the consultancy regarding structured deposits and financial products, other than financial instruments, issued by banks. This is without prejudice to what is established pursuant to article 3 of legislative decree no. In relation to the products referred to in paragraph 1 and in the continuation of the purpose referred to in article 5, paragraph 3, CONSOB exercises over qualified parties and over banks not authorised to provide investment services or activities, without prejudice to the powers of the competent authorities of the member states of origin, the powers referred to in article 6, paragraph 2, with the exception, limited to the structured deposits, letter b , number 2 , and paras 2-bis and 2-quater; in article 6-bis, paras 4, 5, 6, 7, 8, 9 and 10; in article 6-ter, paras 1, 2, 3 and 4; in article 7, except for the paras 2, 2-bis and 3; in article 7-bis, without prejudice to the powers of the Bank of Italy provided for by the same article .
Article ter  Insurance investment products . The distribution of insurance investment products is governed by the provisions of Title IX of Legislative Decree no. In relation to the products referred to in paragraph 1 and in the continuation of the objective referred to in article 5, paragraph 3, CONSOB exercises over the parties qualified to distribute insurance products as per article 1, paragraph 1, letter w-bis , the powers referred to in article 6, paragraph 2, after consulting IVASS, as well as the powers referred to in article 6-bis, paras 4, 5, 6, 7, 8, 9 and 10; article 6-ter, paras 1, 2, 3 and 4; article 7, paras 1, 1-bis, 1-ter and 3-bis .
Article 26 Branches and free provision of services by investment firms. Investment firms, after communication to CONSOB and in conformance with what is provided for by paragraph 4, may provide investment services and activities, with or without additional services, in other states of the European Union, in the exercising of the right of establishment through branches or associate agents established on the soil of the hosting member country.
CONSOB, having consulted the Bank of Italy, proceeds, in conformance with what is provided for by paragraph 4, with communicating to the competent authority in the host member state, the information subject of the communication referred to in paragraph 1, unless there are reasons to doubt that the organisational structure or financial, economic or asset situation of the investment firm involved is sufficient.
Investment firms, after notifying CONSOB and in conformance with what is provided for in paragraph 4, may provide investment services and activities, with or without additional services, in other states of the European Union under the free provision of services system, also through the use of associated agents established in Italy. CONSOB, having consulted the Bank of Italy, communicates to the competent authority of the hosting member state the use of associate agents in conformance with the provisions of paragraph 4.
In any case the existence of relevant collaboration agreements with the competent authorities in the host state constitute conditions for the issue of authorisations referred to the paras 5 and 6. Article 27 Investment companies of the European Union. The Investment companies of the EU may provide investment services and activities, with or without accessory additional services, in exercising the right of establishment through branches or associated agents on Italian soil.
The branch or the associated agent begin the activity from the moment when they receive the relevant communication from CONSOB or, in the case of silence, after two months have elapsed from the communication to CONSOB from the authorities in the member state of origin.
CONSOB, having consulted the Bank of Italy, disciplines with regulation authorisation to practice the activities not admitted to the mutual recognition any way affected by the investment companies of the EU in Italy . Article 28 Companies of non-EU countries other than banks. Authorisation is subject:. The Authorisation referred to in paragraph 1 is denied if the capacity of the branch of the non-EU country company other than a bank to respect the obligations applicable to it pursuant to this decree or contained in directly applicable deeds of the European Union is not guaranteed.
The Companies of non-EU countries other than banks may provide investment services and activities, with or without additional services, to retail clients or to professional clients on request as specified pursuant to article 6, paragraph 2-quinquies, letter b , and paragraph 2-sexies, letter b , of this decree exclusively through the establishment of branches in Italy, in conformance with paragraph 1.
CONSOB, having consulted the Bank of Italy, may govern the conditions for the issue of the authorisation for the performance of the services and of the activities referred to in paras 1 and 6.
The Companies of non-EU countries other than banks may provide investment services and activities, with or without additional services, to qualified counterparties or professional clients as specified pursuant to article 6, paragraph 2-quinquies, letter a , and paragraph 2-sexies, letter a , of this decree, even without the establishment of branches in Italy, in the absence of a decision by the European Commission pursuant to article 47, section 1, of EU regulation no.
CONSOB, having consulted the Bank of Italy, may indicate, in general terms, the services and the activities that, pursuant to paragraph 6, companies of non-EU countries other than banks may not provide in Italy without the establishment of Branches . Article 29 Italian banks. Italian banks may provide investment services or activities, with or without additional services, in other states of the European Union, in exercising the right of establishment, through branches or associate agents established in the host member country.
The establishment of branches is governed by article 15 of the consolidated banking law. The Bank of Italy may prohibit, having consulted CONSOB, the use of associate agents for reasons regarding the adequacy of the organisational structure or the financial, economic or capital situation of the bank. The Bank of Italy, having consulted CONSOB, communicates the use of associate agents to the competent authority of the host member country in conformance with what is contemplated by the provisions of paragraph 4.
The Italian banks may provide investment services and activities, with or without additional services, in other countries of the European Union, under the free provision of services system, even through the use of associate agents established in Italy pursuant to the provisions referred to in paragraph 4.
Articles 15 and 16 of the consolidated banking law apply to the provision of investment services and activities, with or without additional services, by Italian banks in non EU countries.
The Bank of Italy governs the methods and procedure for the provision of investment services pursuant to paras 1, 2 and 3, in conformance with the provisions contemplated by the Single Supervision Mechanism instituted pursuant to EU regulation no. Article bis Banks of the European Union. The banks of the European Union may provide investment services or activities, with or without additional services, in the exercise of the right of establishment through branches or associate agents established in Italy.
The provision of investment services through associate agents is preceded by a communication to CONSOB, in conformance with the technical regulation and implementation regulations indicated in article 27, paragraph 1. Article ter Banks of non-EU countries.
In the case where the performance of investment services or activities, with or without additional services is envisaged, the establishment of branches by banks by banks of non-EU countries in Italy is authorised by the Bank of Italy, having consulted CONSOB, when the conditions referred to in article 28, paragraph 1 obtain.
This is without prejudice to the application of the articles 13, 14, paragraph 4, and 15, paragraph 4, of the consolidated banking law. The Authorisation referred to in paragraph 1 is denied if the capacity of the branch of the bank of the non-EU country to respect the obligations applicable to it pursuant to this decree or contained in directly applicable deeds of the European Union is not guaranteed.
The banks of non-EU countries may provide investment services and activities, with or without additional services, to retail clients or professional clients on request as identified pursuant to article 6, paragraph 2-quinquies, letter b , and paragraph 2-sexies, letter b , exclusively through establishment of branches in Italy. The Bank of Italy, having consulted CONSOB, may govern the conditions for the issue of the authorisation for the performance of the services and the activities referred to in paras 1 and 6.
The banks of non-EU countries may provide investment services and activities, with or without additional services, to qualified counterparties or professional clients as specified pursuant to article 6, paragraph 2-quinquies, letter a , and paragraph 2-sexies, letter a , of this decree even without the establishment of branches in Italy in the absence of a decision by the European Commission pursuant to article 47, section 1, of EU regulation no.
The Bank of Italy, having consulted CONSOB, may indicate, generally, the services and the activities that the banks of non-EU countries, pursuant to para6, may not provide without the establishment of branches . Chapter IV Governing of door-to-door selling and supervision of its financial advisors . Article 30 Door-to-door selling. Investment firms, the EU investment companies, the companies of non-EU countries, banks, financial intermediaries in the register required by article of the Consolidated banking law, Sgrs, EU management companies, EU and non EU AIFMs may carry out door to door selling of its investment services and activities.
Where the offer has as its object services and activities performed by other intermediaries, the investment firms, EU investment companies, the Companies of non-EU countries and the banks must be authorised for the performance of services provided for by article 1, paragraph 5, letters c or c-bis . Investment firms, EU Investment companies, companies of non-EU countries other than banks engage in door-to-door selling of products, other than financial instruments and investment services and activities, the characteristics of which shall be established in a regulation issued by CONSOB after consulting the Bank of Italy.
The enforceability of contracts for the placement of financial instruments or the management of individual portfolios concluded outside the registered office or sold using distance marketing techniques pursuant to Article 32 shall be suspended for a period of seven days beginning on the date of subscription by the investor. Within that period the investor may notify his withdrawal from the contract at no expense and without any compensation for the financial advisors authorised to make off-premises offers.
This possibility shall be mentioned in the forms given to the investor. Without prejudice to the application of the discipline of the first and second sentence to the investment services referred to in article 1, section 5, letters c , c-bis and d , for contracts undersigned as from 1 September , the same discipline also applies to the investment services referred to in article 1, section 5, letter a.
The same rules shall apply to contract proposals effected outside the registered office or using distance marketing techniques pursuant to Article 32 . Failure to indicate the right of withdrawal in forms shall result in the nullity of the related contracts, which may be enforced only by the customer.
Paragraph 6 shall not apply to public offerings of shares with voting rights or other financial instruments permitting such shares to be acquired or subscribed for, provided the shares or financial instruments are traded in regulated markets in Italy or other EU countries. This article shall also apply to structured deposits, to financial products different from financial instruments issued by banks . Article bis Method of providing the investment consultancy service by independent financial advisors and the financial advisory firms.
The independent financial advisors, in the register referred to in article 31, paragraph 4, may promote and also provide the investment consultancy service in places other than the elected address for service. Financial advisory firms, on the register referred to in article 31, paragraph 4, may also promote and provide the investment consultancy service in places other than the registered office, through independent financial advisors.
The efficacy of the consultancy contract concluded in a place other than the address for service or the registered office is suspended for a period of seven days from the day the retail client signs it.
Within this time he client may communicated his or her withdrawal without costs or payment to the financial consultant or financial advisory firms; this power is indicated on the forms given to the retail client.
Non indication of the power of withdrawal on the forms means the relative contracts are null and void, that may only be enforced by the retail customer . Article 31 Financial advisors qualified for door-to-door selling and supervisory body and keeping of the single register of financial advisors .
For door to door selling the qualified parties use financial advisors qualified for door-to-door selling. The financial advisors qualified for door-to-door selling established in Italy who the EU Investment companies use and the EU banks have equivalent status, for the purposes of the application of the rules of conduct as a branch constituted in Italy .
The financial consultant qualified for door to door selling may promote and place contracts relative to the granting of loans or the provision of payment services on behalf of the qualified party in the interests of whom he or she is making door to door sales . The authorised person conferring the appointment shall be jointly and severally liable for losses caused to third parties by financial advisors authorised to make off-premises offers, including cases where such losses are the consequence of a criminal offence resulting in conviction.
The parties qualified for door-to-door selling shall immediately tell any client or potential client in which capacity they are operating and which qualified party they represent.
Qualified parties adopt all the necessary controls over the activities performed by the financial advisors qualified for door-to-door selling in such a way that the said qualified parties continue to comply with the provisions of this decree and the relative implementation regulations. The qualified parties that use financial advisors qualified for door-to-door selling shall verify that the same have the sufficient knowledge and skill to able to provide the investment services or the additional services and to accurately communicate all the information concerning the services proposed to the client or potential client.
The single register of financial advisors is constituted with three distinct sections: the financial advisors qualified for door-to-door selling, independent financial advisors and financial advisory firms. The supervisory body sees to keeping the overall register and of the individual register of financial advisors which consists of the professional association representative of the financial advisors qualified for door-to-door selling, independent financial advisors, financial advisory firms and of the qualified parties.
The body is a legal personality and is set up in the form of an association with organisational and statutory autonomy, in respect of the principle of organisation by territory of its facilities and activities. The body exercises the precautionary powers referred to in article 7—septies and the sanctioning powers referred to in article The provisions of the body are published on its Internet site. Within the context of own financial autonomy the body determines and collects the contributions and the other sums due from the members, those applying for registration and those who intend to undergo the evaluation test referred to in paragraph 5, in to the extent necessary to guarantee the performance of their activities.
The provision by which the body orders the payment of the contributions due has the effect of an enforcement order. After the term fixed for the payment has elapsed without result, the Body proceeds with the exaction of the due amounts on the basis of the regulation laid down for collection, through the role, of the state revenues, of the territorial agencies, of the public and social welfare agencies.
It sees to entry onto the register after checking the necessary requirements, cancellation from the register in the cases established by CONSOB through the regulation referred to in paragraph 6, and it carries out every other activity necessary for keeping the register. The Body operates in compliance with the principles and criteria established through CONSOB regulations, and under the supervision of the said firms.
The responsibility system, provided for the exercise of the monitoring functions by CONSOB pursuant to article 24, paragraph 6-bis, of the law 28 December , no. The Minister of the Economy and Finance  shall establish the integrity and experience requirements for entry of the financial advisor qualified for door to door selling in the register referred to in paragraph 4 in a regulation adopted after consulting CONSOB. The experience requirements for entry in the register shall be verified on the basis of rigorous evaluation criteria that take account of validly documented previous professional experience or on the basis of examinations.
Per the financial advisory firms referred to in article ter, CONSOB adopts the implementing provisions of the article 4-undecies . The Body may ask the financial advisors qualified for door-to-door selling or to the parties that making use of said firms, to the independent financial advisors and financial advisory firms to communicate data and information and transmit deeds and documents fixing the relative terms.
It may also make inspections and require the exhibition of documents and performance of the acts considered necessary as well as conduct personal hearings.
During inspections, the Body may make use of, after communication to CONSOB, by the Guardia di Finanza that acts under the powers invested in it for investigations into Value Added and Income Taxes, using structures and personnel in place in such a way as not to lead to further costs.
The content and the means of collaboration between the Body and the Guardia di Finanza are defined in the relevant protocols of understanding . CONSOB supervises the Body in the way that it established, in line with criteria of proportionality and inexpensiveness of the checks and with the purpose of verifying the adequacy of the internal procedures adopted by the Body for carrying out the tasks it has been entrusted with.
For the purposes indicated in paragraph 1, CONSOB may access the IT system that manages the register, ask the Body for periodic communication of the data and information and the transmission of acts and documents in the ways and under the terms it has established, carry out inspections, ask for the exhibition of documents and the completion of the actions considered necessary, as well as convene the members of the Body.
The Body promptly informs CONSOB of the deeds and the events of greatest significance relative to the exercise of its functions and by January 31 of each year transmits a detailed report on the activities carried out in the preceding year and the programme of activities for the year underway.
CONSOB and the Body collaborate with each other in part through the exchange of information, for the purpose of streamlining the performance of the respective functions.
All the news, information and data in possession of the Body due to its supervision activities are covered by professional secrecy. Exceptions are the cases provided for by law for the investigations relative to infringements with criminal sanctions. The Ministry of Economy and Finance at the proposal of CONSOB, may decree the dissolution of the bodies of management and control of the body referred to in article 31 if there are serious irregularities in the administration, or serious infringements of the legislative, administrative or statutory provisions governing their activities.
The Ministry of the Economy and Finance sees to the provisions required for the reconstitution of the bodies for the management and checking of the body, ensuring them operational continuity, if necessary also through the appointment of a Commissar. CONSOB may order the removal of one or more members of the management and checking bodies in the case of serious non-compliances with the duties to be assigned to them by law, bylaws or specific provisions and other instructions imparted by CONSOB, or in the case of proven inadequacy, ascertained by CONSOB, in the exercise of the functions that they have been set up for .
Article 32 Distance marketing of investment services and activities and financial instrument . Distance marketing techniques shall mean techniques of contacting customers, other than advertising, which do not involve the simultaneous physical presence of the customer and the offerer or a person appointed by the offered.
Chapter IV-bis  Protection of investors. Consumer associations entered on the list pursuant to Article of Legislative Decree no. Article ter Out-of-court dispute resolution. The parties for whom CONSOB carries out its supervisory activities, to be identified through the regulation referred to in paragraph 2, must adhere to out-of-court dispute resolution systems with investors other than professional clients referred to in article 6, paras 2-quinquies and 2-sexies, of this decree.
In the case of non-adhesion, the sanctions referred to in article , paragraph 1 are applied, and to natural persons referred to in article bis the Sanctions referred to in article quinquiesdecies, paragraph 1-bis, of this decree are applied. CONSOB determines, through its regulation, in respect of the principles, the procedures and the requirements referred to in part V, Title II-bis, of legislative decree no.
Steps are taken to cover the relative functioning expenses without new or greater cost to the public purse, with the resources referred to in article 40, paragraph 3, of law no. Article ter. The Fund is intended to guarantee the savers and investors other than the professional clients referred to in article 6, paras 2-quinquies and 2-sexies, of this decree, in the limits of the capacity of the said Fund, access to the out-of-court resolution procedure for the disputes referred to in article ter of this decree, through the exoneration from the payment of the relevant amount for the administrative costs for initiating the procedure, as well as, for any residual parts, to permit the adoption of further measures in favour of the savers and of the investors, by CONSOB, also in with regard to financial education.
The Fund is financed with the deposit of half the amount of the pecuniary administrative sanctions collected for the infringement of the regulations governing the activities referred in part II of this decree, as well as, in the limit of Euro , annually starting from , with the resources entered in the relevant chapter of the estimate of the Ministry of the Economy and Finance in relation to the deposits made on the State budget revenue for the payment of the tax on the government concessions referred to in the decree of the President of the Republic no.
CONSOB adopts the necessary measures so that the amounts of the pecuniary administrative sanctions referred to in first sentence are channelled in due measure directly into CONSOBs accounts at the same time as the payment by the obliged party, to be destined for the Fund . Chapter I  Authorised subjects and contemplated businesses.
Article quater Reserve assets. Article 33 Contemplated businesses. Asset management companies manage the equity and risks of the UCIs and they provide for the administration and marketing of the UCIs which they manage. The SICAVs and the SICAFs provide the collective asset management service and the activities contemplated by paragraph 1 relative to the capital collected by the offer of their own shares; they can also carry out connected and instrumental activities.
Delegation is by means which avoid the complete depletion of the company's activities and it is exercised in respect of the provisions on outsourcing contemplated in the implementation of article 6, paragraph 1, letter c-bis , number 8 , and paragraph 2-bis , the asset management companies, the SICAVs and the SICAFs always remaining responsible towards the investors for the actions of the delegated subjects .
Chapter I-bis  Discipline of authorised subjects. Article 34 Authorisation of Italian asset management companies.
The Bank of Italy, after consulting CONSOB, authorises the asset management companies to provide the collective asset management service for both UCITS and AIFs, and to perform the portfolio service, the investment advisory service and the service of the reception and transmission of orders, when the following conditions are fulfilled  :.
Authorisation shall be denied where verification of the conditions indicated in paragraph 1 shows that sound and prudent management is not ensured. The Bank of Italy, after consulting CONSOB, shall regulate the authorisation procedure and the cases in which authorisation shall lapse where the Italian management company fails to start or interrupts the provision of services authorised.
Article 35 Register. EU management companies and EU and non-EU AIFMs which have made the communication required by articles bis, ter and quater, are listed in separate sections of a special list attached to the register. The persons referred to in paragraph 1 shall indicate the details of the entry in the register in their documents and correspondence.
Article bis Constitution. The founding partners of the SICAVs or SICAFs proceed with the constitution of the company and make the deposits of the initial capital underwritten within thirty days from the issue of the authorisation. The initial capital must be entirely deposited.
The name of the SICAV must contain an indication that it is a variable capital joint stock investment company. The name of the SICAF must contain an indication that it is a fixed capital joint stock investment company. The name must appear on all the company's documents. Article ter Registers. The subjects contemplated by paragraph 1 indicate their registration details in their deeds and correspondence.
The capital of the SICAV is always equal to the net equity held by the company, as determined pursuant to article 6, paragraph 1, letter c , n. The shares representing the SICAV capital must be entirely paid up and registered at the moment of their issue. SICAV shares can be nominative or to bearer, as established by the articles of association.
Shares to bearer attribute one vote only for each shareholder regardless of the number of such shares held. The SICAV articles of association must indicate the method for determining the value of the shares and the issue and reimbursement prices, as well as the frequency at which they can be issued and reimbursed. Articles , paragraph six, , paragraphs two and three, , , paragraphs two and three, , , paragraph three, , , paragraph three, numbers 3 and 4 , bis and of the Italian civil code are not applied to SICAVs.
SICAF shares can be nominative or to bearer, as established by the articles of association. The SICAF articles of association must indicate the method for determining the value of the shares and of any participatory financial instruments issued. Article of the Italian civil code is not applied to SICAFs not reserved to professional investors or to the investor categories indicated by the regulation of article The SICAV ordinary and extraordinary shareholders' meeting on second convocation are regularly constituted and empowered to pass resolution regardless of the share capital represented at the meeting.
The vote can be expressed by correspondence if this is contemplated by the articles of association. In such a case, the convocation notice must contain the full resolution proposal.
Votes expressed in such a way shall not be taken into consideration is the resolution subjected to the vote of the shareholders' meeting does not conform to that contained in the convocation notice, although the relative shares are counted for the purpose of the regular constitution of the extraordinary shareholders' meeting. The notice contemplated by article , paragraph two, of the Italian civil code is also published in the manner contemplated by the articles of association for the publication of the value of the company's equity and the unit value of the shares, the term indicated in the same article , paragraph two, is thirty days.
Article septies Amendments to articles of association. Resolutions involving amendments to the articles of association of SICAVs and non-reserved SICAFs cannot be registered pursuant to and by effect of article of the Italian civil code unless they have been approved according to the terms and procedures contemplated by paragraph 1.
The resolution is sent to the Bank of Italy within fifteen days from the date of the meeting; the deposit contemplated by article of the Italian civil code must be made within fifteen days from the date of receipt of the Bank of Italy's approval provision. Article octies Winding up and voluntary liquidation. If the SICAV capital falls below the measure determined pursuant to article bis, paragraph 1, letter c , and remains so for a term of sixty days, the company shall be wound up.
For SICAVs and SICAFs, the deeds which must be publicised pursuant to article , paragraphs three and four, of the Italian civil code, are also published by the methods contemplated by the articles of association for the publication of the company's equity value, and communicated to the Bank of Italy within ten days from entry on the companies register.
The issue and reimbursement of shares are suspended, in the cases contemplated by article , paragraph one, number 6 , of the Italian civil code, from the date of the adoption of the resolution, in the cases contemplated by article of the Italian civil code and, for SICAVs, in the cases contemplated by paragraph 1 of this article, from the moment of the adoption of the board of directors' resolution of from the moment of the entry in the companies register, of the decree of the chairman of the court.
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