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S.I. No. 211/2003 - European Communities (Undertakings For Collective Investment in Transferable Securities) Regulations 2003

Type Statutory Instrument

Publication 2003-05-29

Last updated 2011-07-08

State Repealed superseded text

Text As published

Source Irish Statute Book

articles 107

This is the act as published. Later amendments are not folded into the text below: each one is a separate act in this repository and an entry in this law's history.

8 amending acts · 2011-07-08, S.I. No. 352/2011 - European Communities (Undertakings for Collective Investment in Trans…

Reform history JSON API

65.

(1) The management company or the investment company or the trustee shall issue registered certificates or bearer securities representing one or more portions of the UCITS which it manages, or alternatively, in accordance with the provisions of the trust deed, deed of constitution or articles, shall issue written confirmations of entry in the register of units or fractions of units without limitation as to the splitting up of units.

(2) Rights attaching to fractions of units are exercised in proportion to the fraction of a unit held except for possible voting rights which can only be exercised by whole units.

(3) The certificates and bearer securities shall be signed by the management company or the investment company and by the trustee.

(4) Such signatures may be reproduced mechanically.

Replacement of management company and trustee.

66.

(1) In relation to unit trusts, the trust deed and, in relation to common contractual funds, the deed of constitution, shall lay down the conditions for the replacement of the management company and the trustee and rules to ensure the protection of unit-holders in the event of such replacement.

(2) In relation to investment companies, the articles shall lay down the conditions for the replacement of the trustee and rules to ensure the protection of share-holders in the event of such replacement.

Winding up of an investment company.

67.

(1) Without prejudice to any other powers of the Bank, the following conditions are prescribed for the purpose of subparagraph (ii) of paragraph (fa) of section 213 of the Companies Act 1963 (which relates to the power of the court to wind up an investment company on the grounds that it is just and equitable to do so)—

(a) the petition for such winding up has been presented by the trustee;

(b) the trustee has notified the investment company of its intention to resign as such trustee and 6 or more months have elapsed since the giving of that notification without a trustee having been appointed to replace it;

(i) any conditions imposed under Regulation 97 in relation to the resignation from office of such a trustee and the replacement by it of another trustee, and

(ii) whether a winding up would best serve the interests of shareholders in the company;

and

(d) the petition for such winding up has been served on the company (if any) discharging, in relation to the investment company functions of a company referred to in conditions imposed under Regulation 97 as a “management company”.

(2) The trustee of the investment company concerned is specified for the purpose of paragraph (g) of section 215 of the Companies Act 1963 , in so far as that paragraph applies in relation to the presentation of a petition for the winding up of an investment company on the grounds mentioned in the paragraph.

Remuneration and expenditure.

68.

(1) The trust deed or the deed of constitution shall prescribe the remuneration and the expenditure which the management company is empowered to charge to a unit trust or a common contractual fund and the method of calculation of such remuneration.

(2) The articles shall prescribe the nature of the cost to be borne by the company.

Application of income.

69.

The trust deed, the deed of constitution or the articles shall lay down the conditions and manner of application of income.

Borrowing.

70.

(1) Subject to paragraphs (2) and (3) neither—

(a) an investment company, nor

(b) a management company or a trustee acting on behalf of a unit trust or a management company acting on behalf of a common contractual fund

may borrow money.

(2) A UCITS may acquire foreign currency by means of a “back-to-back” loan.

(3) A UCITS may borrow—

(a) up to 10 per cent of its assets, in the case of an investment company, or 10 per cent of the value of the fund, in the case of a unit trust or a common contractual fund, provided that such borrowing is on a temporary basis; and

(b) up to 10 per cent of its assets, in the case of an investment company, provided that the borrowing is to make possible the acquisition of real property required for the purpose of its business; in this case, the borrowing and the borrowing referred to in subparagraph (a) may not in total exceed 15 per cent of the borrower's assets.

(4) For the purpose of this Regulation, ‘assets’ and ‘value of the fund’, in relation to a UCITS, means net assets of a UCITS.

Loans or guarantees.

71.

(1) Without prejudice to Regulations 45, 46, 47 and 48 neither—

(a) an investment company, nor

(b) a management company or trustee acting on behalf of a unit trust or a management company of a common contractual fund,

may grant loans or act as a guarantor on behalf of third parties.

(2) Paragraph (1) shall not prevent such undertakings from acquiring transferable securities which are not fully paid.

Short Sales.

72.

Neither—

(a) an investment company, nor

(b) a management company or trustee acting on behalf of a unit trust or a management company of a common contractual fund

may carry out sales of transferable securities when such securities are not in the ownership of the investment company or the unit trust or the common contractual fund respectively.

Umbrella funds.

73.

Where a UCITS is constituted as an umbrella fund, each sub-fund of the UCITS must comply with the regulations and conditions governing UCITS.

PART IX PROSPECTUS, REPORTS AND PUBLICATION OF OTHER INFORMATION

Publication of prospectus.

74.

(1) An investment company and, for each of the trusts or common contractual funds it manages, a management company must publish a prospectus which must be dated and the essential elements of which must be kept up to date.

(2) A prospectus issued by a management company or investment company shall include the information necessary for investors to be able to make an informed judgement of the investment proposed to them and shall contain at least the information provided for in Schedule 1 A to these Regulations insofar as that information does not already appear in the documents annexed to the prospectus in accordance with Regulation 75.

(3)
(a) The following provisions of the Companies Act 1963 shall not apply in relation to a prospectus published by an investment company to which chapter 1 or 2 of Part VI applies or a UCITS situate in another Member State which proposes to market its units in the State—

section 43 (dating of prospectus);

section 44 (matters to be stated and reports to be set out in prospectus);

section 45 (exclusion of section 44 and relaxation of Third Schedule in case of certain prospectuses);

section 46 (expert's consent to issuing of prospectus containing statement by him);

section 47 (registration of prospectus);

section 51 (document containing offer of shares or debenture for sale to be deemed a prospectus);

section 361 (prospectuses relating to companies incorporated outside the State);

section 362 (exclusion of section 361 and relaxation of Third Schedule in case of certain prospectuses);

section 363 (provisions as to expert's consent and allotment);

section 364 (registration of prospectus);

section 367 (interpretation of provisions as to prospectuses).

(b) The following provisions of the Companies Act 1963 shall not apply in respect of a preliminary prospectus or similar documentation published by an investment company to which chapter 1 or 2 of Part VI applies or a UCITS situate in another Member State which proposes to market its units in the State—

section 43 (dating of prospectus);

section 44 (matters to be stated and reports to be set out in prospectus);

section 45 (exclusion of section 44 and relaxation of Third Schedule in case of certain prospectuses);

section 46 (expert's consent to issuing of prospectus containing statement by him);

section 47 (registration of prospectus);

section 51 (document containing offer of shares or debenture for sale to be deemed a prospectus);

section 361 (prospectuses relating to companies incorporated outside the State);

section 362 (exclusion of section 361 and relaxation of Third Schedule in case of certain prospectuses);

section 363 (provisions as to expert's consent and allotment);

section 364 (registration of prospectus);

section 367 (interpretation of provisions as to prospectuses).

(c) A preliminary prospectus or similar documentation published by an investment company shall clearly state in a prominent position that—

(i) it does not constitute an offer or invitation to subscribe for or purchase units,

(ii) the document has not been approved or reviewed by the Bank,

(iii) it may not contain all relevant information and that the information contained therein is subject to change and should not be relied upon, and

(iv) the investment company to which it refers has not been authorised by the Bank.

(4) In the case of umbrella funds, the prospectus shall clearly state the charges applicable to switching of investments from one sub-fund to another.

Annexation of trust deed, deed of constitution or articles to prospectus.

75.

The trust deed, deed of constitution or the articles shall form an integral part of the prospectus and must be annexed thereto unless the unit-holder is informed in the prospectus that on request he or she will be sent the trust deed, deed of constitution or articles or be appraised of the place where, in each Member State in which the units or shares are placed on the market, he or she may consult them.

Offering of prospectus to investors before contract concluded and transmission of prospectus to Bank.

76.

(1) The prospectus must be offered to investors free of charge before the conclusion of a contract.

(2) A UCITS must send its prospectus and any amendments thereto to the Bank.

Publication of annual and half-yearly reports.

77.

An investment company and, for each of the trusts or common contractual funds it manages, a management company must publish an annual report for each financial year and a half-yearly report covering the first six months of the financial year.

Time limits.

78.

The annual and half-yearly reports must be published within the following time limits, with effect from the ends of the periods to which they relate—

(a) 4 months in the case of the annual report,

(b) 2 months in the case of the half-yearly report.

Contents of annual report.

79.

The annual report must include a balance-sheet or a statement of assets and liabilities, a detailed income and expenditure account for the financial year, a report on the activities of the financial year and the other information provided for in Schedule 1 B to these Regulations, as well as any significant information which will enable investors to make an informed judgement on the development of the activities of the UCITS and its results.

Contents of half-yearly report.

80.

The half-yearly report must include at least the information provided for in chapters I to IV of Schedule 1 B to these Regulations. Where a UCITS has paid or proposes to pay an interim dividend, the figures must indicate the results after tax for the half-year concerned and the interim dividend paid or proposed.

Transmission of reports to Bank.

81.

The annual and half-yearly reports and any other reports requested by the Bank must be sent to the Bank by the UCITS.

Offering of reports to investors before contract concluded.

82.

The latest annual report and any subsequent half-yearly report published must be offered to investors free of charge before the conclusion of a contract.

Availability to public of reports.

83.

The annual and half-yearly reports must be available to the public at the places specified in the prospectus.

Supply of reports to unit-holders.

84.

The annual and half-yearly reports shall be supplied to unit-holders free of charge on request.

Auditing requirements in relation to annual report.

85.

(1) The accounting information given in the annual report must be audited by one or more persons empowered to audit accounts in accordance with the Companies Acts. The auditor's report, including any qualifications, shall be reproduced in full in the annual report.

(2) If the auditor of a UCITS which has been authorised by the Bank—

(a) has reason to believe that the information provided to investors or to the Bank in the reports or other documents of the UCITS does not truly describe the financial situation and the assets and liabilities of the UCITS, or

(b) has reason to believe that the assets of the UCITS are not or have not been invested in accordance with these Regulations or the prospectus or the trust deed or the deed of constitution or the articles, or

(c) has reason to believe that there exist circumstances which are likely to affect materially the ability of the UCITS to fulfil its obligations to unit-holders or meet any of its financial obligations under these Regulations, or

(d) has reason to believe that there are material defects in the financial systems and controls or accounting records of the UCITS, or

(e) has reason to believe that any fact or decision concerning a UCITS is liable to—

(i) constitute a material breach of the laws, regulations or administrative provisions which lay down the conditions governing authorisation or which specifically govern pursuit of the activities of UCITS, or

(ii) affect the continuous functioning of the UCITS, or

(iii) lead to a refusal by the auditor to certify the accounts of the UCITS or to the expression of qualifications by the auditor,

(f) has reason to believe that there are material inaccuracies in or omissions from any returns of a financial nature made by the UCITS to the Bank, or

(g) proposes to qualify any certificate which he or she is to provide in relation to financial statements or returns of the UCITS under the Companies Acts or these Regulations,

he or she shall report the matter to the Bank in writing without delay.

(3)
(a) The auditor of an authorised UCITS shall report to the Bank any facts or decisions referred to in paragraph (2)(e) of which the auditor becomes aware while conducting an audit of an undertaking which has close links resulting from a control relationship with the UCITS concerned.

(b) For the purposes of this paragraph ‘close links’ means—

(i) an arrangement whereby two or more persons are linked by—

(I) ‘participation’, which means the ownership, direct or by way of control, of 20 per cent or more of the voting rights or capital of an undertaking, or

(II) ‘control’, which means the relationship between a parent undertaking and a subsidiary undertaking, in all the cases referred to in Article 1(1) and (2) of Directive No. 83/349/EEC⁶ or a similar relationship between any person and an undertaking, and any subsidiary of a subsidiary shall also be considered a subsidiary of the parent undertaking which is at the head of those undertakings,

and

(ii) an arrangement whereby two or more persons are permanently linked to one and the same person by a control relationship.

(4) If the auditor of a UCITS which has been authorised by the Bank proposes to resign or not to seek re-election or re-appointment as auditor, he or she shall notify the Bank in writing to that effect without delay.

(5) The auditor of an authorised UCITS shall, if requested by the Bank furnish to the Bank a report stating whether in his or her opinion and to the best of his or her knowledge the UCITS has or has not complied with a specified obligation of a financial nature under these Regulations.

(6) Where the auditor of an authorised UCITS so requests, the Bank shall provide to the auditor in writing details of such returns of a financial nature to the Bank by the UCITS as the auditor requests for the purpose of enabling him or her to exercise his or her functions under these Regulations.

(7) The auditor of an authorised UCITS shall send to the UCITS a copy of any report made by him or her to the Bank under paragraph (2) and (5).

(8)
(a) Whenever the Bank is of the opinion that the exercise of its functions under these Regulations or the protection of the interests of unit-holders or shareholders so requires, it may require the auditor of an authorised UCITS to supply it with such information as it may specify in relation to the audit of the business of the UCITS and the auditor shall comply with the requirement.

(b) The Bank may require that, in supplying information for the purposes of this paragraph, the auditor shall act independently of the authorised UCITS.

(9) No duty to which the auditor to an authorised UCITS may be subject shall be regarded as contravened and no liability to the UCITS, or its unit-holders creditors or other interested parties, shall attach to the auditor by reason of his or her compliance with any obligation imposed on him or her by or under these Regulations.

(10) Any communication made in good faith to the Bank by an auditor under paragraph (2)(e) or (3) shall not constitute a breach of any restriction on disclosure of information imposed by contract or by any legislative regulatory or administrative provision and shall not involve the auditor in liability of any kind.

Publication of issue and redemption prices.

86.

A UCITS must make public in an appropriate manner the issue, sale, repurchase or redemption price of its units each time it issues, sells, repurchases or redeems them, and at least twice a month. The Bank may, however, permit a UCITS to reduce the frequency to once a month on condition that such a derogation does not prejudice the interests of the unit-holders.

Publicity.

87.

All publicity comprising an invitation to purchase the units of a UCITS must indicate that a prospectus exists and the places where it may be obtained by the public.

PART X SPECIAL PROVISIONS APPLICABLE TO UCITS MARKETING IN A MEMBER STATE OTHER THAN THAT IN WHICH IT IS SITUATED

Prior requirements.

88.

(1) Where a UCITS situated in the State proposes to market its units in another Member State or a UCITS situated in another Member State proposes to market its units in the State it shall, prior to commencement of marketing, send written notification of its intention to the Bank.

(2) A UCITS situated in another Member State shall send to the Bank together with the notification under paragraph (1)—

(a) an attestation by the competent authority of the Member State in which it is situated to the effect that if fulfils the conditions imposed by the Directive,

(b) its fund rules in the case of a unit trust, its deed of constitution in the case of a common contractual fund, and its memorandum and articles in the case of an investment company,

(d) where appropriate its latest Annual Report and any subsequent half yearly report,

(e) details of the arrangements made for the marketing of its units in the State.

Entitlement to market in the State.

89.

The UCITS may commence marketing its units in the State at the expiry of two months after the requirements of Regulation 88(2) have been complied with unless the Bank establishes, in a reasoned decision taken before the expiry of that period of two months, that the arrangements made for the marketing of units do not comply with the provisions of Regulations 90 and 92.

Compliance with law, regulations and administrative provisions.

90.

A UCITS which markets its units in the State must comply with the law regulations and administrative provisions in force which do not fall within the field governed by the Directive.

Advertising.

91.

A UCITS which advertises its units in the State as part of its marketing activities within the State shall comply with any statutory provisions governing such advertising.

Provision of facilities in relation to unit-holders.

92.

A UCITS which markets its units in the State must satisfy the Bank that adequate measures have been taken to ensure that facilities are available in the State for making payments to unit holders, repurchasing or redeeming units and making available the information which UCITS are obliged to provide.

Distribution of documents and other information.

93.

A UCITS which markets its units in the State must distribute within the State, in at least one of the State's official languages, the documents and information required to be published under these Regulations and in accordance with the same procedure as provided for under these Regulations.

Power of Bank to prohibit marketing.

94.

The Bank may prohibit the marketing of the units of such a UCITS in the State if it fails to comply with the provisions of this Part. Any decision taken by the Bank in this regard shall be notified to the UCITS concerned and to the competent authorities of the Member State in which the UCITS is situated.

Generic names.

95.

For the purpose of carrying on its activities, a UCITS may use the same generic name (such as investment company or unit trust or common contractual fund) in the Community as it uses in the Member State in which it is situated. In the event of any danger of confusion, the host Member State may, for the purpose of clarification, require that the name by accompanied by certain explanatory particulars.

PART XI SPECIAL PROVISION IN RELATION TO THE BANK

Collaboration with competent authorities in other Member States.

96.

The Bank shall collaborate closely with the competent authorities in other Member States in order to carry out its authorisation and supervision duties under these Regulations and shall for those purposes alone communicate to the competent authorities in other Member States all information required by them.

PART XII POWERS OF BANK

Compliance with additional requirements imposed by Bank.

97.

(1) The Bank may impose such supervisory and reporting requirements or conditions relating to the business of a management company, investment company or trustee to which these Regulations apply as the Bank considers appropriate and prudent from time to time for the purposes of the orderly and proper regulation of UCITS in accordance with these Regulations.

(2) Requirements or conditions imposed under paragraph (1) may be imposed generally or on a particular management company, investment company or trustee or by reference to particular groups or classes of management company, investment company or trustee as the Bank considers appropriate and prudent for the purposes of the orderly and proper regulation of UCITS in accordance with these Regulations.

(3) Without prejudice to the generality of paragraphs (1) and (2), requirements or conditions imposed by the Bank on one or more UCITS may make provision for any or all of the following matters—

(a) the prudential requirements of the investment policies of the UCITS;

(b) prospectuses and other information disseminated by the UCITS;

(c) such other supervisory and reporting requirements and conditions relating to its business as the Bank considers appropriate and prudent to impose on the UCITS from time to time for the purposes of its or their orderly and proper regulation.

(4) A UCITS shall comply with any requirements or conditions relating to its authorisation or business imposed by the Bank.

(5) Supervisory and reporting requirements and conditions imposed under paragraph (1), including conditions relating to the investment policies of UCITS, may be additional to or stricter than those contained in these Regulations.

Keeping of books and records.

98.

(1) Every management company, investment company or trustee of a UCITS shall keep at an office or offices within the State such books and records (including accounts) as may be specified from time to time by the Bank in the due discharge by the Bank of its statutory functions and shall notify the Bank of the address of every office at which any such book or record is kept for the purposes of this Regulation.

(2) Different books and records may be specified by the Bank for the purposes of this Regulation in relation to different UCITS.

(3) A responsible authority may, in writing, appoint a qualified person to exercise the powers conferred by paragraph (4).

(4) To enable the Bank to perform its statutory functions, an authorised person may, on producing the person's authorisation, at any reasonable time inspect and take copies of, and make such enquiries as the person considers necessary in relation to—

(a) the records kept under this Regulation by the management company, investment company or trustee of an authorised UCITS and

(b) any accounting records relating to the management company investment company or trustee and kept under the Companies Acts, and

For those purposes the authorised person may enter any office to which paragraph (1) relates and any other place where the person reasonably believes any such records are kept.

(5) A person who has possession of, or control over, records referred to in paragraph (1) shall, at the request of an authorised person—

(a) produce the records to that person and permit that person to inspect and take copies of them, and

(b) give any information that that person reasonably requires with respect to the records, and

(6) Paragraphs (3) and (4) apply to every management company, investment company and trustee of a UCITS. When an inspection of the management company, investment company or trustee of a UCITS is being or proposed to be undertaken, those paragraphs (other than paragraph (4) (a)) also apply to—

(a) every associated enterprise of the management company investment company and trustee, and

(b) any other person,

if an inspection of the accounts or other records of that enterprise or other person is, in the opinion of the Bank, materially relevant to the proper appraisal of the business of the UCITS.

(7) Books and records kept pursuant to this Regulation shall—

(a) be in addition to any books or other records to be kept by or under any other enactment, and

(b) be retained for at least such period as the Bank may specify in respect of any such book or record.

(8) In this Regulation—

‘associated enterprise’, in relation to the management company investment company or trustee of a UCITS, means—

(a) a holding company of the management company, investment company or trustee, or

(b) a subsidiary company of the management company or investment company or trustee, or

(c) a company that is a subsidiary of a body corporate, where the management company, investment company or trustee is also a subsidiary of the body corporate, but neither company is a subsidiary of the other, or

(d) any other body corporate that is not a subsidiary of the management company, investment company or trustee but in respect of which the management company, investment company or trustee is beneficially entitled to more than 20 per cent in nominal value of either the allotted share capital or of the shares carrying voting rights (other than voting rights that arise only in specified circumstances) in that other body corporate, or

(e) a partnership in which the management company, investment company or trustee has an interest, and whose business is or, at the relevant time, was, in the opinion of the Bank, materially relevant to any inspection of the management company, investment company or trustee being carried out or proposed to be carried out under this Regulation;

‘authorised person’ means a person appointed under paragraph (3);

‘holding company’ has the meaning given to it by section 155 of the Companies Act 1963 ;

‘qualified person’ means—

(a) a Director, officer or employee of the Bank, or a member or officer of the Irish Financial Services Regulatory Authority, or

(b) in relation to any particular inspection (including a proposed inspection), any other person who in the opinion of the responsible authority possesses appropriate qualifications or experience to carry out the inspection to which this Regulation relates, or any part of that inspection;

‘records’ includes books and any other documents, and also includes—

(a) any information kept in a non-legible form (whether electronically or otherwise) that is capable of being reproduced in a legible form and

(b) the electronic or other means by which the information is capable of being reproduced;

‘responsible authority’ means the Governor of the Bank or the Chief Executive of the Irish Financial Services Regulatory Authority;

‘statutory functions’ means functions under these Regulations;

‘subsidiary company’ has the meaning given by section 155 of the Companies Act 1963 .

Furnishing of information to Bank.

99.

(1) A management company, an investment company and a trustee shall each furnish the Bank—

(a) at such times as the Bank may specify from time to time, such information and returns concerning the business to which the authorisation relates or the carrying on of a business as aforesaid by such person, as the case may be, as the Bank may specify from time to time, being information and returns which the Bank considers it necessary to have for the due performance of its statutory functions; and

(b) within such period as the Bank may specify, any information and returns (not being information or returns specified under paragraph (a) of this Regulation) concerning the business to which the authorisation relates or the carrying on of a business as aforesaid by such person, as the case may be, that the Bank may request in writing, being information and returns which the Bank considers it necessary to have for the due performance of its statutory functions.

(2) A person shall not furnish information or returns under this Regulation which he or she knows to be false.

(3) Paragraphs (1) and (2) shall apply to the business of an associated enterprise to the extent only that the information and returns sought by the Bank are, in the opinion of the Bank, materially relevant to the proper appraisal of the business of the holder of the authorisation to which the associated enterprise relates.

Application by Bank to High Court.

100.

(1) Where, on an application made in a summary manner by the Bank, the court is of the opinion that there has occurred or is occurring a failure by an authorised UCITS to comply with a requirement or condition imposed by virtue of these Regulations the court may, by order, prohibit the continuance of the failure by the UCITS concerned.

(2) The court when considering the matter may make such interim or interlocutory order as it considers appropriate.

(3) Where the court is satisfied, because of the nature or the circumstances of the case or otherwise in the interests of justice, that it is desirable, the whole or any part of the proceedings under this Regulation may be heard otherwise than in public.

Replacement of Management Company or Trustee.

101.

(1) Without prejudice to section 8 of the Unit Trusts Act 1990 , the Bank may replace a management company or trustee with another management company or trustee where—

(a) it is satisfied that the management company or trustee has failed to demonstrate the competence, probity or experience in the discharge of its functions reasonably required of it;

(b) it is satisfied that the management company or trustee is not of sufficiently good repute;

(c) it is satisfied that it is undesirable in the interests of the unit-holders that the management company or trustee remain as management company or trustee;

(d) without prejudice to paragraph (c), it is satisfied that the management company or trustee—

(i) has contravened any provision of these Regulations,

(ii) in purported compliance with any such provision, has furnished the Bank with false, inaccurate or misleading information, or

(iii) has contravened any prohibition or requirement imposed under these Regulations.

(2) Upon replacement by the Bank under this Regulation of a management company or trustee, the management company or trustee shall cease to act for the UCITS, and the powers and duties of the management company or trustee shall be exercised and carried out by the new management company or trustee, as the case may be.

(3) The Bank may, by application to the court, seek such interim or interlocutory relief preventing a management company or trustee from acting as such or appointing a person to carry out their functions and the court on such application, having regard to the matters specified in paragraph (1) and the protection of the unit-holders, may make such order as it deems appropriate.

(4) Where the Bank proposes to replace the management company or trustee it shall give the management company or trustee notice of its intention to do so, which notice shall contain a statement of the reasons for which the Bank proposes to act and of the right of the management company or trustee under paragraph (5) to make representations.

(5) A management company or trustee on whom a notice is given under paragraph (4) may, within 15 days from the date on which such notice is given, make written representations to the Bank.

(6) The Bank shall have regard to any representations made to it in accordance with paragraph (5) in determining whether or not to replace the management company or trustee.

Revocation of authorisation.

102.

(1) The Bank may revoke the authorisation of a UCITS if it appears to the Bank—

(a) that any of the requirements for the authorisation of the UCITS are no longer satisfied;

(b) that it is undesirable in the interests of the unit-holders or potential unit-holders that the UCITS should continue to be authorised;

(c) without prejudice to subparagraph (b), that the management company or investment company or trustee of the UCITS has contravened any provision of these Regulations or, in purported compliance with any such provision, has furnished the Bank with false, inaccurate or misleading information or has contravened any prohibition or requirement imposed under these Regulations; or

(d) that the UCITS has not made use of the authorisation within 12 months of the date on which it was authorised under these Regulations, or has failed to operate as a UCITS for a period of more than 6 months.

(2) For the purposes of making a determination to revoke the authorisation of a UCITS pursuant to paragraph (1)(b), the Bank may take into account any matter relating to —

(a) the unit trust, common contractual fund, management company investment company or trustee, or

(b) a director or controller of the management company, investment company or trustee, or

(c) any person employed by or associated with the management company, investment company or trustee in connection with the UCITS.

(3) The Bank may revoke the authorisation of a UCITS at the request of the management company or investment company or trustee of the UCITS; but it may refuse to do so if it considers that any matter concerning the UCITS should be investigated as a preliminary to a decision on the question of whether the authorisation should be revoked or that revocation would not be in the interests of the unit-holders.

(4) The Bank shall, within 21 days of the revocation of an authorisation publish notice of the revocation in Iris Oifigiúil and in at least one national daily newspaper.

Notice of intention to revoke.

103.

(1) Where the Bank proposes to revoke the authorisation of a UCITS otherwise than at the request of the management company, investment company or trustee of the UCITS, it shall give the applicants or, as the case may be, the management company, investment company or trustee of the UCITS written notice of its intention to do so, stating the reasons for which it proposes to act and giving particulars of the rights conferred by paragraph (2).

(2) A management company, investment company or trustee on whom a notice is served under paragraph (1) may, within 15 days of the date of service, make written representations to the Bank.

(3) The Bank shall have regard to any representations made in accordance with paragraph (2) in determining whether to refuse the application or revoke the authorisation, as the case may be.

Directions by the Bank.

104.

(1) Where the Bank is of the opinion that it is in the public interest to do so or in the interests of the orderly and proper regulation of UCITS, or that any of the requirements for authorising a UCITS are no longer satisfied, or that the management company, investment company or trustee of such a UCITS—

(a) has become or is likely to become unable to meet its obligations to its creditors,

(b) has contravened any provision of these Regulations, or has failed to comply with any condition or requirement imposed under these Regulations by the Bank, or in purported compliance with any such provision, has furnished the Bank with false, inaccurate or misleading information,

(d) no longer complies with the capital or other financial requirements imposed by the Bank from time to time,

the Bank may give a direction in writing to the management company investment company or trustee requiring it to take such steps, including the winding-up of the UCITS or the suspension of the issue or redemption or both the issue and redemption, of units of the UCITS on a date specified in that direction until such further date as is specified in that or another direction, as in the opinion of the Bank are necessary in the interests of the orderly and proper regulation of UCITS or for the protection of unit-holders or creditors of the UCITS.

(2) Where a direction under paragraph (1) affects an individual UCITS, that UCITS shall immediately notify its unit-holders of the terms of the direction.

(3) The revocation of the authorisation of a UCITS shall not affect the operation of any direction under paragraph (1) which is then in force, and a direction may be given under that paragraph in relation to a UCITS whose authorisation has been revoked if a direction under that paragraph was already in force at the time of revocation.

(4) For the purpose of paragraph (1), the Bank may take into account any matter relating to the UCITS, management company, investment company, trustee or any person employed by or associated with the management company, investment company or trustee in connection with the UCITS.

(5) The Bank may revoke a direction under paragraph (1) unless an order under paragraph (10) has been made in respect of that direction.

(6) A management company, investment company or trustee the subject of a direction under paragraph (1) may apply to the court for, and the court may grant, an order varying or setting aside the direction.

(7) A creditor who is affected by a direction under paragraph (1) may apply to the court to vary or set aside that direction where it affects the interests of the creditor to a material degree.

(8) Upon application to it under paragraph (6) or (7), the court shall not vary or set aside a direction given by the Bank unless it is satisfied that the procedures laid down by, or the requirements of, these Regulations have not been complied with in any material respect, or that—

(a) there was no evidence upon which the Bank could reasonably form an opinion that the public interest or the interests of the orderly and proper regulation of UCITS required such a direction,

(b) there was no evidence upon which the Bank could reasonably form an opinion that the state of affairs specified in paragraph (1 existed, or

(c) having regard to the matters submitted to the court and the orderly and proper regulation of UCITS, the direction was not reasonably proportionate to those matters so submitted.

(9) An application under paragraph (6) or (7) shall be made within the period of 21 days from the date of the making of the direction and any such application that is so made after the expiry of that period shall not be entertained by the court.

(10) The Bank may apply to the court for, and the court may grant, an order confirming a direction given under paragraph (1) or confirming and extending the period of operation of the direction for such period as the court may consider appropriate.

(11) A direction to which paragraph (10) applies shall cease to have effect—

(a) where the direction was confirmed, upon the expiration of the period to which the direction relates,

(b) where the direction was confirmed and the period of its operation was extended, upon the expiration of that extended period,

(d) upon the making of a winding-up order in respect of the UCITS, or with the sanction of the court, the dissolution of the UCITS, or

(e) where the court is of the opinion that the circumstances which gave rise to the direction have ceased to exist and that it would be unjust and inequitable not to make an order to that effect, from such date as the court determines,

whichever occurs first.

(12) Where the Bank is of the opinion that, even if the management company investment company or trustee the subject of a direction under paragraph (1) appears to be able to meet its obligations to its creditors, the circumstances giving rise to the direction are likely to continue to exist after the giving of direction, it may apply forthwith to the court for, and the court may grant, an order directing the management company investment company or trustee to prepare, in consultation with the Bank, a scheme for the orderly termination of its business and the discharge of its liabilities and to submit the scheme to the court, within 3 months after its preparation, for the approval of the court.

(13) Notice of an application under paragraph (12) shall be given by the Bank to the management company, investment company or trustee, as appropriate.

(14) The court shall not grant an order under paragraph (12) unless it is satisfied that the orderly and proper regulation of UCITS as a whole and the interests of the unit-holders and creditors of the UCITS in question together with the creditors of the trustee and management company require such an order.

(15) The court shall not approve the terms of a scheme under paragraph (12 without hearing the Bank and, if any dispute in respect of the preparation of the scheme arises between the Bank and the other party concerned, the court may determine the dispute on application being made to it in that behalf by either party.

(16) If the management company, investment company or trustee fails to comply with an order of the court under paragraph (12) or to adhere to a scheme approved by the court under paragraph (12), the Bank may apply to the court for, and the court may grant, such further order as it considers appropriate, including an order of committal or a winding-up order on the grounds that it is just and equitable that the management company investment company or trustee be wound up.

(17) The court may, on application under paragraph (10), (12) or (16), hear evidence from creditors, and the court may make such interim or interlocutory order, as it considers appropriate.

(18) While a direction under paragraph (1) is in force—

(a) the UCITS to which it relates shall not be dissolved, and

(b) the court may restrain any disposal of the assets of the UCITS should such disposal have the effect of perpetrating a fraud on the UCITS, its creditors or unit-holders.

Review of Bank's decision, etc., by the High Court.

105.

(1) Where the Bank refuses an application for authorisation under Regulation 14(1), fails to take a decision on an application within the time prescribed by Regulation 14(2), revokes or refuses to revoke an authorisation under these Regulations, or proposes to replace a management company or trustee under Regulation 101, the applicant or the management company investment company, trustee or any aggrieved party may apply to the court to have the matter reviewed.

(2) Whenever an application to review a decision of the Bank is brought to the court pursuant to paragraph (1) the court shall confirm the decision of the Bank unless it is satisfied that the procedures laid down by, or the requirements of these Regulations or the Directive have not been complied with in any material respect.

(3) In any case where the court is satisfied that the procedures laid down by or the requirements of these Regulations or the Directive have not been complied with in any material respect, the court may set aside the decision of the Bank or, if the Bank has failed to take a decision within the time prescribed in Regulation 14(2), direct it to take a decision within such time as the court directs, and in any such case, remit the matter to the Bank which shall thereupon reconsider the matter and make a decision in accordance with such procedures and requirements.

PART XIII OFFENCES

Penalties.

106.

(1) An investment company, management company or trustee which contravenes any provision of these Regulations is guilty of an offence.

(2) An auditor who contravenes any provision of these Regulations is guilty of an offence.

(3) A person who contravenes the conditions of professional secrecy imposed by these Regulations is guilty of an offence.

(4)
(a) A person guilty of an offence under paragraph (1) or (2) is liable on summary conviction to a fine not exceeding € 1,270 or, at the discretion of the court in the case of an individual, to imprisonment for a term not exceeding 12 months or to both.

(b) If the contravention in respect of which a person was convicted under paragraph (a) is continued after the conviction that person is guilty of a further offence on every day on which the contravention continues and for each such offence the person is liable on summary conviction to a fine not exceeding € 320.

(5) Summary proceedings in relation to an offence under these Regulations may be brought and prosecuted by the Director of Public Prosecutions or the Bank.

(6) Notwithstanding section 10(4) of the Petty Sessions (Ireland) Act 1851 summary proceedings for an offence under these Regulations may be instituted within 3 years from the date of the offence.

(7) Where an offence under these Regulations committed by a body corporate or by a person purporting to act on behalf of a body corporate is proved to have been so committed with the consent, or connivance of, or to be attributable to, or to have been facilitated by, any neglect on the part of any officer or employee of that body, that person is also guilty of an offence.

(8) In this Regulation, a reference to a contravention includes a reference to a failure to comply.

PART XIV VALIDITY OF UCITS ALREADY AUTHORISED AND REVOCATION OF EARLIER STATUTORY INSTRUMENTS

Validity of UCITS already authorised and revocation of earlier statutory instruments.

107.

(1) The European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 1989 ( S.I. No. 78 of 1989 ), the European Communities (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 1996 ( S.I. No. 357 of 1996 ), the European Communities (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 1999 ( S.I. No. 50 of 1999 ) and the European Communities (Undertakings for Collective Investment in Transferable Securities) (Amendment Regulations 2003 ( S.I. No. 51 of 2003 ) are revoked.

(2) A reference in any other enactment to a provision of the Regulations revoked by paragraph (1) shall be construed as a reference to the corresponding provision of these Regulations as shown in Schedule 2.

(3) A reference in any other enactment to the Regulations revoked by paragraph (1) shall be construed as a reference to these Regulations.

(4) Notwithstanding paragraph (1), the provisions of these Regulations shall not affect any act or thing done or commenced (but not yet completed) pursuant to the Regulations revoked by paragraph (1), prior to the coming into effect of these Regulations, including without limitation, the terms or conditions of Bank authorisations granted pursuant thereto and any such act or thing shall continue to have effect or may be completed and have effect as if done or commenced pursuant to these Regulations.

SCHEDULE 1 A

Information Requirements

— the method and frequency of calculation of the net asset value of units,

— the means, place and frequency of the publication of the value,

— the stock exchange in the country of marketing the price on which determines the price of transactions effected outside stock exchanges in that country.

Information concerning the trustee:

2.1. Name or style, form in law, registered office and head office if different from the registered office;

2.2 Main activity.

Information concerning the advisory firms or external investment advisers who give advice under contract which is paid for out of the assets of the UCITS:

3.1. Name or style of the firm or name of the adviser;

3.2. Material provisions of the contract with the management company or the investment company which may be relevant to the unit-holders, excluding those relating to remuneration;

3.3. Other significant activities.

Information concerning the arrangements for making payments to unit-holders, purchasing or redeeming units and making available information concerning the UCITS. Such information must in any case be given in the Member State in which the UCITS is situated. In addition, where units are marketed in another Member State, such information shall be given in respect of that Member State in the prospectus published there.

SCHEDULE 1 B

Information to be included in the periodic reports

I. Statement of assets and liabilities

—transferable securities,

—debt instruments of the type referred to in Regulation 46(2)(a),

—bank balances,

—other assets,

—total assets,

—liabilities,

—net asset value.

II. Number of units in circulation.

III. Net asset value per unit.

IV. Portfolio, distinguishing between:

(a) transferable securities admitted to official stock exchange listing;

(b) transferable securities dealt in on another regulated market;

(d) other transferable securities of the type referred to in Regulation 46(1);

(e) debt instruments treated as equivalent in accordance with Regulation 46(2)(a);

and analysed in accordance with the most appropriate criteria in the light of the investment policy of the UCITS (e.g. in accordance with economic, geographical or currency criteria) as a percentage of net assets; for each of the above investments the proportion it represents of the total assets of the UCITS should be stated.

Statement of changes in the composition of the portfolio during the reference period.

V. Statement of the developments concerning the assets of the UCITS during the reference period including the following:

—income from investments,

—other income,

—management charges,

—trustee's charges,

—other charges and taxes,

—net income,

—distributions and income reinvested,

—changes in capital account,

—appreciation or depreciation of investments,

—any other changes affecting the assets and liabilities of the UCITS.

VI. a comparative table covering the last three financial years and including, for each financial year, at the end of the financial year:

—the total net asset value,

—the net asset value per unit.

VII. Details, by category of transaction within the meaning of Regulation 48(ii) and (iii) carried out by the UCITS during the reference period, of the resulting amount of commitments.

SCHEDULE 2 Table of cross references to specific UCITS Regulations in legislation

PART 1 Unit Trusts Act 1990

(No. 37 of 1990)


Item	Section of Act	Subsection or Table of Section	UCITS Regulations references	New UCITS Regulations references
1	15	(1)	63	63
2	15	(1)	75 to 83	77 to 85
3	15	(1)	99 to 105	98 to 105
4	15	(1)	78	80
5	15	(1)	105	105
6	15	(2)	102	102
7	15	Table	14	14
8	15	Table	59	59

PART 2 Companies Act 1990

(No. 33 of 1990)


Item	Section of Act	UCITS Regulations references	New UCITS Regulations references
1	258	14	14
2		30	31
3		63	63
4		83 (2) to (7)	85 (2) to (9)
5		99 to 105	98 to 105


---	---
Given under my Official Seal, this 29th day of May, 2003	Given under my Official Seal, this 29th day of May, 2003

	MARY HARNEY
	Minister for Enterprise, Trade and Employment

EXPLANATORY NOTE

(This is not part of the instrument and does not purport to be a legal interpretation.)

The purpose of these Regulations is to give legal effect to Council Directive No. 85/611/EEC of 20 December 1985¹ as amended by Council Directive No. 88/220/EEC of 22 March 1988² and Directive No. 95/26/EC of the Council and of the European Parliament of 29 June 1995³ , on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS).

These Regulations apply to UCITS whose sole object is the collective investment in transferable securities of capital raised from the public, which operate on the principle of risk spreading and whose units are redeemable at the request of the unit holder (open-ended UCITS).

Under the Regulations, UCITS may be constituted either as unit trusts, investment companies with fixed capital or investment companies with variable capital or common contractual funds.

UCITS subject to the Regulations are prohibited from carrying on activities within the State unless they have been authorised by a competent authority in a Member State. The Central Bank and Financial Services Authority of Ireland (Bank), is appointed as a competent authority in respect of UCITS situated in the State. The Regulations are divided into 14 Parts.

Part I sets out the citation and interpretation clauses.

Part II defines the UCITS subject to the Regulations and provides that the provisions of the Unit Trusts Act, 1990 shall not apply to these UCITS.

Part III provides for the appointment of the Bank as a competent authority and publication of the names of UCITS authorised under the Regulations.

Part IV sets out the general requirements relating to authorization by the Bank of UCITS situated in the State and provides for a right of appeal to the High Court when authorization is refused.

Part V requires that the assets of a Unit Trust or a common contractual fund shall be entrusted to a trustee for safekeeping and sets out the general requirements for, and obligations and liability of, the trustee as well as the requirements in relation to the management company.

Part VI provides for the operation of UCITS in the form of investment companies. Disapplications of certain provisions of the Companies Acts are set out in Chapters 1 and 2. Chapter 1 covers investment companies with fixed capital. Chapter 2 provides for investment companies with variable capital. Chapter 3 sets out amendments in the Companies Act of 1963 in relation to UCITS authorised under the Regulations.

Chapter 4 requires that the assets of an investment company shall be entrusted to a trustee for safekeeping and sets out the requirements for, and obligations and liability of, the trustee. The Bank has discretion to exempt investment companies which market 80 per cent or more of their shares through one or more Stock Exchanges from the requirement to have a trustee.

Part VII prescribes the categories of investment in which UCITS subject to the Regulations may invest.

Part VIII obliges UCITS to redeem or repurchase units at the request of the unit holder and makes provision for the valuation of assets and the calculation of the issue and repurchase prices of units. It provides for the suspension of redemption or repurchase of units in certain circumstances. UCITS are required to issue registered certificates or bearer securities or alternatively written confirmation of entry in a register. Provision is made in relation to the remuneration of the manager and for the replacement of manager and trustee in exceptional circumstances. UCITS are prohibited from borrowing, with certain exceptions, and are prohibited from granting loans.

Part IX requires that prospectuses must be published and prescribes minimum information requirements. It also sets out the material to be contained in the annual and half yearly reports, which must be published within time limits and supplied to unit holders free of charge. The auditing requirements and duties of auditors are prescribed. This part also provides for the regular publication of issue and redemption prices for units and requires that all publicity comprising an invitation to purchase must indicate where the prospectuses can be obtained.

Part X sets out the requirements that a UCITS authorised in another Member State must comply with in order to market its units within the State. Such UCITS must ensure that facilities are provided within the State for making payments to unit holders, repurchasing units and distribution of required information in at least one of the official languages of the State.

Part XI provides for collaboration between the Bank and competent authorities in other Member States in relation to its authorisation and supervisory duties.

Part XII provides for the inspection and enforcement powers of the Bank and the keeping of such books and records as the bank may specify. The Bank is provided with powers to revoke authorisation, to issue directions and to apply to the High Court for a prohibition on the continuance of the failure by UCITS to comply with requirements. Provision is made for a review by the High Court of the Bank's decision to refuse or revoke authorisation or failure to take a decision within the prescribed time limits.

Part XIII provides for penalties for breaches of the Regulations.

Part XIV provides for the revocation of previous UCITS Regulations while acts done or commenced including authorisations by the Bank are saved.

These Regulations come into operation on 29 May 2003.

Schedules

Schedule 1A lists information requirements.

Schedule IB sets out the information to be included in the periodic reports referred to in Part IX.

Schedule 2 sets out a table of cross-references to specific UCITS Regulations in legislation.

Footnotes

O.J. No. L375/3 of 31/12/1985

O.J. No. L100/31 of 19/4/1988

O.J. No. L168/7 of 18/7/1995

O.J. No. L322/30 of 17/12/1977

O.J. No. L386/1 of 30/12/1998

O.J. No. L193 of 18/7/1983. Directive as last amended by Directive No. 90/605/EEC (O.J. No. L317 of 16/11/1990).

Investment companies within the meaning of Regulation 41 (1) of these Regulations shall also indicate:

This document does not substitute the official text published in the Irish Statute Book. We accept no responsibility for any inaccuracies arising from the transcription of the original into this format.

This text is published under Irish Statute Book's own terms of reuse, not a Legalize or public-domain licence. Irish Statute Book
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Contains Irish Public Sector Information licensed under the Oireachtas (Houses of the Oireachtas) Open Data PSI Licence / Creative Commons Attribution 4.0 International, sourced from https://www.irishstatutebook.ie.


1. Information concerning the unit trust or common contractual fund.	1. Information concerning the management company.	1. Information concerning the investment company.
1.1 Name.	1.1. Name or style, form in law, registered office and head office if different from the registered office.	1.1. Name or style, form in law, registered office and head office if different from the registered office.
1.2. Date of establishment of the unit trust or common contractual fund. Indication of duration, if limited.	1.2. Date of incorporation of the company. Indication of duration if limited.	1.2. Date of incorporation of the company. Indication of duration, if limited.
	1.3. If the company manages other unit trusts or common contractual funds, indication of those other trusts.
1.4. Statement of the place where the trust deed or deed of constitution, if it is not annexed, and periodic reports may be obtained.		1.4. Statement of the place where the articles of association, if they are not annexed, and periodic reports may be obtained.
1.5. Brief indications relevant to unit-holders of the tax system applicable to the unit trust or common contractual fund. Details of whether deductions are made at source from the income and capital gains paid by the trust to unit-holders.		1.5. Brief indications relevant to unit-holders of the tax system applicable to company. Details of whether deductions are made at source from the income and capital gains paid by the company to unit holders.
1.6. Accounting and distribution dates.		1.6. Accounting and distribution dates.
1.7. Names of the persons responsible for auditing the accounting information referred to in Regulation 85(1).		1.7. Names of the persons responsible for auditing the accounting information referred to in Regulation 85 (1).
	1.8. Names and positions in the company of the members of the administrative, management and supervisory bodies. Details of their main activities outside the company where these are of significance with respect to that company.	1.8. Names and positions in the company of the members of the administrative, management and supervisory bodies. Details of their main activities outside the company where these are of significance with respect to that company.
	1.9. Amount of the subscribed capital with an indication of the capital paid- up.	1.9. Capital.
1.10. Details of the types and main characteristics of the units and in particular:		1.10. Details of the types and main characteristics of the units and in particular:
— the nature of the right (real, personal or other) represented by the unit, — original securities or certificates providing evidence of title; entry in a register or in an account, — characteristics of the units: registered or bearer. Indication of any denominations which may be provided for, — indication of unit-holders' voting rights if these exist, — circumstances in which winding-up of the unit trust or common contractual fund can be decided on and winding-up procedure, in particular as regards the rights of unit-holders.		— original securities or certificates providing evidence of title; entry in a register or in an account, — characteristics of the units; registered or bearer. Indication of any denominations which may be provided for, — indication of unit- holders' voting rights, — circumstances in which winding-up of the investment company can be decided on and winding-up procedure, in particular as regards the rights of unit-holders.
1.11. Where applicable, indication of stock exchanges or markets where the units are listed or dealt in.		1.11. Where applicable, indication of stock exchanges or markets where the units are listed or dealt in.
1.12. Procedures and conditions of issue and sale of units.		1.12. Procedures and conditions of issue and sale of units.
1.13. Procedures and conditions for repurchase or redemption of units, and circumstances in which repurchase or redemption may be suspended.		1.13. Procedures and conditions for purchase of units, and circumstances in which purchase may be suspended.
1.14. Description of rules for determining and applying income.		1.14. Description of rules for determining and applying income.
1.15. Description of the unit trust's or common contractual fund's investment objectives, including its financial objectives (e.g. capital growth or income), investment policy (e.g. specialisation in geographical or industrial sectors), any limitations on that investment policy and an indication of any techniques and instruments or borrowing powers which may be used in the management of the unit trust or common contractual fund.		1.15. Description of the company's investment objectives, including its financial objectives (e.g. capital growth or income), investment policy (e.g. specialisation in geographical or industrial sectors), any limitations on that investment policy and an indication of any techniques and instruments or borrowing powers which may be used in the management of the company.
1.16. Rules for the valuation of assets.		1.16. Rules for the valuation of assets.
1.17. Determination of the sale or issue price and the repurchase or redemption price of units, in particular:		1.17. Determination of the sale or issue price and the purchase price of units, in particular:
— the method and frequency of the calculation of those prices, — information concerning the charges relating to the sale or issue and the repurchase or redemption of units, — the means, places and frequency of the publication of those prices.		— the method and frequency of the calculation of those prices, — information concerning the charges relating to the sale or issue and the purchase of units, — the means, places and frequency of the publication of the prices⁷ .
1.18. Information concerning the manner, amount and calculation of remuneration payable by the unit trust or common contractual fund to the management company, the trustee or third parties, and reimbursement of costs by the unit trust or common contractual fund to the management company, to the trustee or to third parties.		1.18. Information concerning the manner, amount and calculation of remuneration paid by the company to its directors, and members of the administrative, management and supervisory bodies, to the trustee, or to third parties, and reimbursement of costs by the company to its directors, to the trustee or to third parties.