S.I. No. 352/2011 - European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011

• (b) specify in its trust deed, deed of constitution or in its articles the names of the States, local authorities or public international bodies issuing or guaranteeing securities in which it intends to invest more than 35% of its assets, and

• (c) include a prominent statement in its prospectus and any marketing communications drawing attention to the Bank’s authorisation and indicating the States, local authorities and public international bodies in the securities of which it intends to invest or has invested more than 35% of its assets.

Investments in UCITS and other collective investment undertakings

• (a) other UCITS,

• (b) other collective investment undertakings referred to in Regulation 68(1)(e),

provided that not more than 20% of its assets are invested in units of a single UCITS or other collective investment undertaking. Where the UCITS or other collective investment undertaking being invested in is established as an umbrella fund, each sub-fund of the umbrella fund may, subject to such conditions as may be imposed by the Bank, be regarded as if it were a separate UCITS or separate collective investment undertaking, for the purposes of applying this limit.

• (2) Investments made by a UCITS in units of collective investment undertakings other than UCITS may not exceed, in aggregate, 30% of the assets of the UCITS.

• (3) Where a UCITS has acquired units of UCITS or other collective investment undertakings or both, the assets of those underlying UCITS or other collective investment undertakings or both do not have to be combined for the purposes of the limits specified in Regulation 70.

• (4) When a UCITS invests in the units of other UCITS or other collective investment undertakings or both and that UCITS and that or those other UCITS or undertakings are managed, directly or by delegation, by the same management company or by any other company with which the management company is linked by common management or control, or by a substantial direct or indirect holding, that management company or other company shall not charge subscription or redemption fees on account of the investment of the UCITS in the units of such other UCITS or collective investment undertakings or both, as the case may be.

• (5) A UCITS that invests a substantial proportion of its assets in other UCITS or other collective investment undertakings or both shall disclose in its prospectus the maximum level of the management fees that may be charged to both the UCITS itself and to the other UCITS or collective investment undertakings or both, as the case may be, in which it intends to invest. The annual report of the UCITS shall indicate the maximum proportion of management fees charged both to the UCITS itself and to the UCITS or other collective investment undertakings or both in which it invests.

• (6) An umbrella fund may acquire the units of one sub-fund for the account of another sub-fund within that umbrella, subject to Regulation 67 and such conditions as may be imposed by the Bank.

Acquisitions of shares carrying voting rights

(2)(a) A UCITS may acquire not more than—

• (i) 10%of the non-voting shares of any single issuing body,

• (ii) 10%of the debt securities of any single issuing body,

• (iii) 25%of the units of any single UCITS or other collective investment undertaking within the meaning of subparagraphs (a) and (b) of Regulation 4(3),

• (iv) 10%of the money market instruments of any single issuing body.

• (b) The limits specified in clause (ii), (iii) or (iv) of subparagraph (a) may be disregarded at the time of acquisition if at that time the gross amount of the debt securities or of the money market instruments, or the net amount of the securities in issue, cannot be calculated.

• (3) Paragraphs (1) and (2) do not apply to—

• (a) transferable securities and money market instruments issued or guaranteed by a Member State or its local authorities,

• (b) transferable securities and money market instruments issued or guaranteed by a third country,

• (c) transferable securities and money market instruments issued by public international bodies of which one or more Member States are members,

• (d) shares held by a UCITS in the capital of a company incorporated in a third country investing its assets mainly in the securities of issuing bodies having their registered offices in that third country, where under the legislation of that third country such a holding represents the only way in which the UCITS can invest in the securities of issuing bodies of that country. This derogation, however, shall apply only if in its investment policy the company from the third country complies with the limits laid down in Regulations 70, 73, 74(1) and (2) and 90. Where the limits set down in Regulations 70, 73 or 90 are exceeded, Regulations 75 to 77 shall apply with all necessary modifications; and

• (e) shares held by an investment company or investment companies in the capital of subsidiary companies carrying on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the repurchase of units at unit-holders’ request exclusively on its or their behalf.

Subscription rights

Derogation for recently authorised UCITS

Breaches of limits

PART 9 Master — Feeder Structures

Chapter 1 Scope and approval

Meaning of feeder UCITS and master UCITS, etc

(2)(a) A feeder UCITS may hold up to 15 % of its assets in one or more of the following:

• (i) ancillary liquid assets in accordance with subparagraph 2 of Regulation 68;

• (ii) financial derivative instruments, which may be used only for hedging purposes, in accordance with Regulations 68(1)(g) and 69(2) to (4);

• (iii) movable and immovable property which is essential for the direct pursuit of the business, if the feeder UCITS is an investment company.

• (b) For the purposes of compliance with Regulation 69(2) to (4), the feeder UCITS shall calculate its global exposure related to financial derivative instruments by combining its own direct exposure under clause (ii) of paragraph (a) with either—

• (i) the master UCITS’ actual exposure to financial derivative instruments in proportion to the feeder UCITS’ investment into the master UCITS, or

• (ii) the master UCITS’ potential maximum global exposure to financial derivative instruments provided for in the master UCITS’ trust deed, deed of constitution or articles in proportion to the feeder UCITS investment into the master UCITS.

• (3) A master UCITS is a UCITS, or a sub-fund thereof, which—

• (a) has, among its unit-holders, at least one feeder UCITS,

• (b) is not itself a feeder UCITS, and

• (c) does not hold units of a feeder UCITS.

• (4) The following derogations for a master UCITS shall apply:

• (a) where a master UCITS has at least 2 feeder UCITS as unit-holders, Regulation 4(3)(a) and (9)(c) shall not apply, giving the master UCITS the choice whether or not to raise capital from other investors;

• (b) where a master UCITS does not raise capital from the public in a Member State other than that in which it is established, but only has one or more feeder UCITS in that Member State, Part 12 and the second subparagraph of Article 108(1) of Directive 2009/65/EC shall not apply.

Approval by Bank of investment of feeder UCITS

• (2) The feeder UCITS shall be informed within 15 working days following the submission of a complete file of the documents referred to in paragraph (3), whether or not the Bank has approved the feeder UCITS investment into the master UCITS.

(3)(a) The Bank shall grant approval if the feeder UCITS, its trustee and its auditor, as well as the master UCITS, comply with all the requirements set out in this Part. For such purposes, the feeder UCITS shall provide the Bank with the following documents:

• (i) where the master UCITS is not authorised by the Bank—

• (I) the fund rules of the master UCITS, and

• (II) the prospectus and key investor information of the master UCITS;

• (ii) the agreement between the feeder UCITS and the master UCITS or the internal conduct of business rules referred to in Regulation 80(1);

• (iii) where applicable, the information to be provided to unit-holders referred to in Regulation 80(1);

• (iv) where the master UCITS and the feeder UCITS have different trustees, the information-sharing agreement referred to in Regulation 80(1) between their respective trustees; and

• (v) where the master UCITS and the feeder UCITS have different auditors, the information-sharing agreement referred to in Regulation 80(1) between their respective auditors.

• (b) Where the master UCITS is established in a Member State other than the State, the feeder UCITS shall also provide an attestation by the competent authority of the master UCITS home Member State that the Master UCITS is a UCITS or a sub-fund thereof, which fulfils the conditions set out in Regulation 78(3)(b) and (c). Documents shall be provided by the feeder UCITS to the Bank in one of the State’s official languages.

Common provisions for feeder UCITS and master UCITS

• (b) A feeder UCITS authorised by the Bank shall not invest in excess of the limit applicable under Regulation 73(1) in units of the master UCITS until the agreement referred to in the subparagraph (a) has become effective. That agreement shall be made available, on request and free of charge, to all unit-holders.

• (c) In the event that both master UCITS and feeder UCITS are managed by the same management company, the agreement may be replaced by internal conduct of business rules ensuring compliance with the requirements set out in this paragraph.

• (2) The master UCITS and the feeder UCITS shall take appropriate measures to coordinate the timing of their net asset value calculation and publication in order to avoid market timing in their units, preventing arbitrage opportunities.

• (3) Without prejudice to Regulation 104, where a master UCITS temporarily suspends the repurchase, redemption or subscription of its units, whether at its own initiative or at the request of its competent authority, each of its feeder UCITS authorised by the Bank is entitled to suspend the repurchase, redemption or subscription of its units notwithstanding the conditions laid down in Regulation 104(2) within the same period of time as the master UCITS.

(4)(a) Where a master UCITS is liquidated, a feeder UCITS authorised by the Bank shall also be liquidated unless the Bank approves—

• (i) the investment of at least 85% of the assets of the feeder UCITS in units of another master UCITS, or

• (ii) the amendment of its trust deed, deed of constitution or articles in order to enable the feeder UCITS to convert into a UCITS which is not a feeder UCITS.

• (b) Without prejudice to any of the Bank’s rules concerning compulsory liquidation, the liquidation of a master UCITS authorised by the Bank shall take place no sooner than 3 months after the master UCITS has informed all unit-holders and the competent authority of the feeder UCITS home Member State of the binding decision to liquidate.

(5)(a) Where a master UCITS merges with another UCITS or is divided into 2 or more UCITS, a feeder UCITS authorised by the Bank shall be liquidated unless the Bank grants approval to the feeder UCITS to—

• (i) continue to be a feeder UCITS of the master UCITS or another UCITS resulting from the merger or division of the master UCITS,

• (ii) invest at least 85% of its assets in units of another master UCITS not resulting from the merger or division, or

• (iii) amend its trust deed, deed of constitution or articles in order to convert into a UCITS which is not a feeder UCITS.

• (b) No merger or division of a master UCITS authorised by the Bank shall become effective, unless the master UCITS has provided all of the unit-holders and the competent authority of its feeder UCITS home Member State including the Bank, if the feeder UCITS is authorised by the Bank, with the information referred to, or comparable with that referred to, in Regulation 61 by 60 days before the proposed effective date.

• (c) Unless the competent authority of the feeder UCITS home Member State (including the Bank), where a feeder UCITS is authorised by the Bank, has granted approval pursuant to subparagraph (a), the master UCITS shall enable the feeder UCITS to repurchase or redeem all units in the master UCITS before the merger or division of the master UCITS becomes effective.

• (6) The requirements specified in Parts 1 and 2 of Schedule 10 shall have effect for the purposes of this Regulation.

Provisions applicable where master UCITS and feeder UCITS have different trustees

• (b) A feeder UCITS authorised by the Bank shall not invest in units of a master UCITS until such agreement has become effective.

• (c) Where it complies with the requirements laid down in this Part, a trustee of a master UCITS authorised by the Bank or of a feeder UCITS authorised by the Bank shall be not be found to be in breach of any rules that restrict the disclosure of information or relate to data protection where such rules are provided for in contract or in law, regulation or administrative provision. Such compliance shall not give rise to any liability on the part of such trustee or any person acting on its behalf.

• (d) A feeder UCITS authorised by the Bank shall communicate to its trustee any information about the master UCITS which is required for the completion of the duties of the trustee.

• (2) The trustee of a master UCITS authorised by the Bank shall immediately inform the Bank, the feeder UCITS and, where applicable, the trustee of the feeder UCITS about any irregularities it detects with regard to the master UCITS which are deemed to have a negative impact on the feeder UCITS.

• (3) The requirements specified in Part 3 of Schedule 10 shall have effect for the purposes of this Regulation.

Provisions applicable where master UCITS and feeder UCITS have different auditors

• (b) A feeder UCITS authorised by the Bank shall not invest in units of a master UCITS until such agreement has become effective.

(2)(a) In its audit report, the auditor of a feeder UCITS authorised by the Bank shall take into account the audit report of the master UCITS. The auditor of a feeder UCITS shall, in particular, report on any irregularities revealed in the audit report of the master UCITS and on their impact on the feeder UCITS.

• (b) Where a master UCITS authorised by the Bank has a different accounting year to its feeder UCITS, the auditor of the master UCITS shall make an ad hoc report on the closing date of the feeder UCITS.

• (3) Where it complies with the requirements laid down in this Part, an auditor of a master UCITS authorised by the Bank or of a feeder UCITS authorised by the Bank shall not be found to be in breach of any rules that restrict the disclosure of information or relate to data protection where such rules are provided for in contract or in law, regulation or administrative provision. Such compliance shall not give rise to any liability on the part of such auditor or any person acting on its behalf.

• (4) The requirements specified in Part 4 of Schedule 10 shall have effect for the purposes of this Regulation.

Additional information to be contained in prospectus of feeder UCITS

• (a) a declaration that the feeder UCITS is a feeder of a particular master UCITS and as such permanently invests 85% or more of its assets in units of that master UCITS;

• (b) the investment objective and policy, including the risk profile and whether the performance of the feeder and the master UCITS are identical, or to what extent and for which reasons they differ, including a description of investment made in accordance with Regulation 78(2);

• (c) a brief description of the master UCITS, its organisation, its investment objective and policy, including the risk profile, and an indication of how the prospectus of the master UCITS may be obtained;

• (d) a summary of the agreement entered into between the feeder UCITS and the master UCITS or of the internal conduct of business rules pursuant to Regulation 80(1);

• (e) how the unit-holders may obtain further information on the master UCITS and the agreement entered into between the feeder UCITS and the master UCITS pursuant to Regulation 80(1);

• (f) a description of all remuneration or reimbursement of costs payable by the feeder UCITS by virtue of its investment in units of the master UCITS, as well as of the aggregate charges of the feeder UCITS and the master UCITS; and

• (g) a description of the tax implications of the investment into the master UCITS for the feeder UCITS.

(2)(a) In addition to the information provided for in Schedule 12, the annual report of the feeder UCITS shall include a statement on the aggregate charges of the feeder UCITS and the master UCITS.

• (b) The annual and the half-yearly reports of the feeder UCITS shall indicate how the annual and the half-yearly report of the master UCITS can be obtained.

• (3) In addition to the requirements laid down in Regulations 94 and 102, the feeder UCITS shall send the prospectus, the key investor information referred to in Regulation 98 and any amendment thereto, as well as the annual and half-yearly reports of the master UCITS, to the Bank.

• (4) A feeder UCITS shall disclose in any relevant marketing communications that it permanently invests 85% or more of its assets in units of such master UCITS.

• (5) A paper copy of the prospectus, and the annual and half-yearly reports of the master UCITS, shall be delivered by the feeder UCITS to investors on request and free of charge.

Information to be provided to unit-holders by certain feeder UCITS

• (i) a statement that the Bank approved the investment of the feeder UCITS in units of such master UCITS;

• (ii) the key investor information referred to in Regulation 98 concerning the feeder and the master UCITS;

• (iii) the date when the feeder UCITS is to start to invest in the master UCITS or, if it has already invested therein, the date when its investment will exceed the limit applicable under Regulation 73(1); and

• (iv) a statement that the unit-holders have the right to request within 30 days the repurchase or redemption of their units without any charges other than those retained by the UCITS to cover disinvestment costs. That right shall become effective from the moment the feeder UCITS has provided the information referred to in this paragraph.

• (b) That information shall be provided at least 30 days before the date referred to in clause (iii) of subparagraph (a).

• (2) A feeder UCITS authorised by the Bank which has notified the Bank of its intention to market its units in a host Member State shall provide the information referred to in paragraph (1) in the official language, or one of the official languages, of that feeder UCITS host Member State or in a language approved by their competent authorities. The feeder UCITS shall be responsible for producing the translation. That translation shall faithfully reflect the content of the original.

• (3) A feeder UCITS authorised by the Bank shall not invest into the units of the given master UCITS in excess of the limit applicable under Regulation 73(1) before the period of 30 days referred to in paragraph (1)(b) has elapsed.

Feeder UCITS to monitor master UCITS, etc

• (2) Where, in connection with an investment in the units of the master UCITS, a distribution fee, commission or other monetary benefit is received by the feeder UCITS, its management company, or any person acting on behalf of either the feeder UCITS or the management company of the feeder UCITS, the fee, commission or other monetary benefit, as the case may be, shall be paid into the assets of the feeder UCITS.

Information to be supplied to Bank by master UCITS authorised by Bank, etc

• (2) The master UCITS shall not charge subscription or redemption fees for the investment of the feeder UCITS into its units or the divestment thereof.

• (3) The master UCITS shall ensure the timely availability of all information that is required in accordance with these Regulations, the Directive, other community law, Irish law, trust deed, deed of constitution or articles of the feeder UCITS and to the competent authority, the trustee and the auditor of the feeder UCITS.

Information to be given by Bank in relation to non-compliance, etc

• (2) Where the master UCITS is authorised by the Bank and the feeder UCITS is authorised in a different Member State, the Bank shall immediately communicate any decision, measure, observation of non-compliance with the conditions of this Part or information reported pursuant to Regulation 135 with regard to the master UCITS or, where applicable, its management company, trustee or auditor, to the competent authority of the feeder UCITS home Member State.

• (3) Where the feeder UCITS is authorised by the Bank and the master UCITS is authorised in a different Member State and the Bank receives a communication from the competent authority of the master UCITS home Member State concerning any decision, measure, observation of non-compliance with the conditions of Chapter VIII of Directive 2009/65/EC or information reported pursuant to Article 106(1) of that Directive with regard to the master UCITS or, where applicable, its management company, depositary or auditor, it shall immediately inform the feeder UCITS.

PART 10 Obligations concerning Information to be provided to Investors

Chapter 1 Publication of prospectus and periodical reports

Information to be published by investment or management company

• (a) a prospectus;

• (b) an annual report for each financial year; and

• (c) a half-yearly report covering the first 6 months of the financial year.

• (2) The annual and half-yearly reports shall be published within the following time limits, with effect from the end of the period 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.

Information to be included in prospectus and periodic reports

• (b) The prospectus shall include, independent of the instruments invested in, a clear and easily understandable explanation of the fund’s risk profile.

• (2) The prospectus shall contain at least the information provided for in Schedule 11, in so far as that information does not already appear in the trust deed, deed of constitution or articles annexed to the prospectus in accordance with Regulation 91(1).

• (3) The annual report shall 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 12 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.

(4)(a) Notwithstanding section 148(2) of the Companies Act 1963 , an investment company to which Chapter 1 or 2 of Part 6 applies may, in respect of its individual accounts, opt to prepare those accounts in accordance with—

• (i) an alternative body of accounting standards, and

• (ii) section 149A of the Companies Act 1963 ,

as if the references in that section 149A to international financial reporting standards were references to that alternative body of accounting standards.

• (b) In the application of subsections (4), (5) and (6) of section 148 of the Companies Act 1963 to an investment company which has opted under subparagraph (a) to prepare its accounts in accordance with an alternative body of accounting standards—

• (i) the reference in that subsection (4) to international financial reporting standards shall be read as a reference to that alternative body of accounting standards, and

• (ii) there shall be substituted for “IFRS”, in each place where it occurs in those subsections (4), (5) and (6), “ABAS” (which shall be read as referring to that alternative body of accounting standards).

• (c) For the purposes of this Regulation, accounts shall not be regarded as having been prepared in accordance with an alternative body of accounting standards unless the accounts concerned would, were they to have been prepared by a company or undertaking registered in the relevant jurisdiction, be regarded as having been prepared in accordance with those standards.

• (d) In this Regulation—

“alternative body of accounting standards” means standards that accounts of companies or undertakings shall comply with that are laid down by such body or bodies having authority to lay down standards of that kind in—

• (i) United States of America,

• (ii) Canada,

• (iii) Japan, or

• (iv) any other state or territory prescribed for the purposes of the section hereafter mentioned in this paragraph,

as are prescribed under the Companies Act 1990 for the purposes of section 260A(4) of that Act;

“relevant jurisdiction” means the state or territory in which the alternative body of accounting standards concerned have effect.

• (5) The half-yearly report shall include at least the information provided for in paragraphs 1 to 4 of Schedule 12. Where a UCITS has paid or proposes to pay an interim dividend, the figures shall indicate the results after tax for the half-year concerned and the interim dividend paid or proposed.

Provisions supplementary to Regulation 89

• (a) whether these operations may be carried out for the purpose of hedging or with the aim of meeting investment goals, and

• (b) the expected effect of these transactions on the risk profile of the UCITS.

• (2) A UCITS which—

• (a) invests principally in—

• (i) deposits,

• (ii) UCITS or other collective investment undertakings or both, or

• (iii) financial derivative instruments,

or

• (b) aims to replicate a stock or debt securities index in accordance with Regulation 71,

shall include a prominent statement drawing attention to its investment policy in its prospectus and, where necessary, any other marketing communications.

• (3) When the net asset value of a UCITS is likely to have a high volatility due to its portfolio composition or the portfolio management techniques that may be used, a prominent statement drawing attention to this characteristic shall be included in its prospectus and, where necessary, any other marketing communications.

• (4) The UCITS management company or investment company shall supply to a unit-holder, on request by him or her, supplementary information in relation to—

• (a) the quantitative risk management limits applied by it,

• (b) the risk management methods used by it, and

• (c) the recent evolution of risks and yields for the main instrument categories with which the UCITS is involved.

Annexation of trust deed, etc. to prospectus, etc

• (2) The documents referred to in paragraph (1) need not be annexed to the prospectus provided that the investor is informed that, on request, he or she will be sent those documents or be informed of the place where, in each Member State in which the units are marketed, he or she may consult them.

(3)(a) 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.

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

Prospectus to be kept up to date

Auditing of accounting information

Prospectus, etc. to be sent to Bank, etc

Provision of prospectus, etc. to investors

• (2) The prospectus may be provided in a durable medium or by means of a website. A paper copy shall be delivered to investors on request and free of charge.

• (3) The annual and half-yearly reports shall be available to investors in the manner specified in the prospectus and in the key investor information referred to in Regulation 98. A paper copy of the annual and half-yearly reports shall be delivered to investors on request and free of charge.

Chapter 2 Publication of other information

Publication of price of units

• (2) The Bank may, however, permit a UCITS to reduce the frequency to once a month on condition that such derogation does not prejudice the interests of the unit-holders.

Marketing communications to investors

Chapter 3 Key investor information

Drawing up of key information for investors

• (2) Key investor information shall include appropriate information about the essential characteristics of the UCITS concerned, which is to be provided to investors so that they are reasonably able to understand the nature and the risks of the investment product that is being offered to them and, consequently, to take investment decisions on an informed basis.

(3)(a) Key investor information shall provide information on the following essential elements in respect of the UCITS concerned:

• (i) identification of the UCITS;

• (ii) a short description of its investment objectives and investment policy;

• (iii) past-performance presentation or, where relevant, performance scenarios;

• (iv) costs and associated charges; and

• (v) risk/reward profile of the investment, including appropriate guidance and warnings in relation to the risks associated with investments in the relevant UCITS.

• (b) Those essential elements shall be comprehensible to the investor without any reference to other documents.

• (4) Key investor information shall clearly specify where and how to obtain additional information relating to the proposed investment, including but not limited to where and how the prospectus and the annual and half-yearly report can be obtained on request and free of charge at any time, and the language in which such information is available to investors.

• (5) Key investor information shall be written in a concise manner and in non-technical language. It shall be drawn up in a common format, allowing for comparison, and shall be presented in a way that is likely to be understood by retail investors.

• (6) Key investor information shall be used without alterations or supplements, except for translation, in all Member States where the UCITS is notified to market its units in accordance with Regulation 117.

Pre-contractual information, etc

• (2) A person shall not incur civil liability solely on the basis of the key investor information, including any translation of such information, unless it is misleading, inaccurate or inconsistent with the relevant parts of the prospectus. Key investor information shall contain a clear warning in this respect.

Timing of provision of key investor information

• (2) An investment company and, for each of the common contractual funds and unit trusts it manages, a management company, which does not sell UCITS directly or through another natural or legal person who acts on its behalf and under its full and unconditional responsibility to investors shall provide key investor information to product manufacturers and intermediaries selling or advising investors on potential investments in such UCITS or in products offering exposure to such UCITS upon their request. The intermediaries selling or advising investors or potential investors in UCITS shall provide key investor information to their clients or potential clients and comply with Regulation 76 of the MIFID Regulations and, where applicable, Regulation 77 of the MIFID Regulations.

• (3) Key investor information shall be provided to investors free of charge.

Medium of provision of key investor information

• (2) In addition, an up-to-date version of the key investor information shall be made available on the website of the investment company or management company.

UCITS to send key investor information to Bank, etc

• (2) The essential elements of key investor information shall be kept up to date.

PART 11General Obligations of UCITS

Borrowing of money by UCITS

• (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) not more than 10% of its assets, in the case of an investment company, or not more than 10% 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) not more than 10% 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) shall not in total exceed 15% 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.

Redemption, etc. at request of unit-holder

(2)(a)(i) Notwithstanding paragraph (1), a UCITS may in the cases and according to the procedure provided in its trust deed, deed of constitution or articles, temporarily suspend the repurchase or redemption of its units.

• (ii) Suspension may be provided for only in exceptional cases where circumstances so require and suspension is justified having regard to the interest of the unit-holders.

• (b) The Bank may require the suspension of the repurchase or redemption of units in the interests of the unit-holders or the public.

• (c) A UCITS which acts in accordance with subparagraph (a)(i) shall without delay communicate its decision to the Bank and to the competent authorities of the Member States in which it markets its units.

Creation and cancellation of units of unit trust or common contractual fund

• (2) The trustee or, in the case of a common contractual fund, the management company shall not create or cancel units during any period in which redemption of units is suspended.

Issue of registered or bearer certificates

• (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.

Winding up of investment company

• (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;

• (c) the court, in considering the said petition, has regard to—

• (i) any conditions imposed under Regulation 123 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 unit-holders 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 123 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.

Value of assets

• (2) The assets of a UCITS may only be purchased and sold at prices which are in conformity with the criteria set out in paragraph (1).

• (3) The trust deed, the deed of constitution or the articles shall determine the frequency of the calculation of the issue and repurchase price.

Application of income

Issue and redemption or repurchase of units

• (2) Units shall not be issued unless the equivalent of the net issue price is paid into the assets of the UCITS within the usual time limits. This shall not preclude the distribution of bonus units.

• (3) Units shall be redeemed or repurchased at a price arrived at by dividing the net asset value of the UCITS by the number of units outstanding; such price may be decreased by duties and charges.

Loans or guarantees

• (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, money market instruments or other financial instruments referred to in Regulation 68(1)(e), (g) and (h) which are not fully paid.

Uncovered sales of transferable securities, etc

• (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 uncovered sales of transferable securities, money market instruments or other financial instruments referred to in Regulation 68(1)(e), (g) and (h).

Umbrella funds

Remuneration and expenditure

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

PART 12 Special Provisions Applicable to UCITS which Market their Units in Member States other than those in which they are established

UCITS authorised in another Member State may market units in the State without imposition of additional requirements, etc

• (2) The Bank shall ensure that complete information on the laws, regulations and administrative provisions which do not fall within the scope of these Regulations and which are specifically relevant to the arrangements made for the marketing of units of UCITS, established in another Member State, within the State is easily accessible by electronic means. That information shall be made available in English and shall be provided in a clear and unambiguous manner and be kept up to date.

• (3) For the purposes of this Part, a UCITS shall include sub-funds thereof.

• (4) The requirements specified in Schedule 13 shall have effect for the purposes of this Regulation.

Provision of facilities in relation to unit-holders

Notification requirements

• (b) The notification letter shall include information on arrangements made for marketing units of the UCITS in the host Member State, including, where relevant, in respect of share classes. In the context of Regulation 26(1), it shall include an indication that the UCITS is marketed by the management company that manages the UCITS.

• (2) A UCITS shall enclose with the notification letter, as referred to in paragraph (1), the latest version of the following:

• (a) its fund rules or its instruments of incorporation, its prospectus and, where appropriate, its latest annual report and any subsequent half-yearly report translated in accordance with Regulation 118(1)(b)(iii) and (iv); and

• (b) its key investor information referred to in Regulation 98, translated in accordance with Regulation 118(1)(b)(iii) and (iv).

(3)(a) The Bank shall verify whether the documentation submitted by the UCITS in accordance with paragraphs (1) and (2) is complete.

• (b) The Bank shall transmit the complete documentation referred to in paragraphs (1) and (2) to the competent authority of the Member State in which the UCITS proposes to market its units, not later than 10 working days of the date of receipt of the notification letter accompanied by the complete documentation provided for in paragraph (2). The Bank shall enclose with the documentation an attestation that the UCITS fulfils the conditions imposed by these Regulations.

• (c) Upon the transmission of the documentation, the Bank shall immediately notify the UCITS about the transmission. The UCITS may access the market of the UCITS host Member State as from the date of that notification.

• (4) The notification letter referred to in paragraph (1) and the attestation referred to in paragraph (3) shall be provided in the English language, unless the Bank and the host Member State concerned agree to that notification letter and that attestation being provided in an official language of both Member States.

• (5) Where the competent authority of another Member State is transmitting the documents referred to in Article 93 of Directive 2009/65/EC, the Bank shall accept the electronic transmission and filing of those documents.

• (6) For the purpose of the notification procedure set out in Article 93 of Directive 2009/65/EC and where a UCITS authorised in another Member State proposes to market its units in the State, the Bank shall not request any additional documents, certificates or information other than those provided for in that Article.

• (7) The Bank shall ensure that the competent authority of the UCITS host Member State have access, by electronic means, to the documents referred to in paragraph (2) and, if applicable, to any translations of such documents. The Bank shall ensure that the UCITS, authorised by the Bank, keeps those documents and translations up to date. The UCITS shall notify any amendments to the documents referred to in paragraph (2) to the competent authority of the UCITS host Member State and shall indicate where those documents can be obtained electronically.

• (8) In the event of a change in the information regarding the arrangements made for marketing communicated in the notification letter in accordance with paragraph (1), or a change regarding share classes to be marketed, the UCITS shall give notice in writing of such change to the competent authority of the host Member State before implementing the change.

• (9) The requirements specified in Schedule 14 shall have effect for the purposes of this Regulation.

Information for investors in host Member State

• (b) Such information and documents shall be provided to investors in compliance with the following:

• (i) without prejudice to Part 10, such information or documents shall be provided to investors in the way prescribed by the laws, regulations or administrative provisions of the UCITS host Member State;

• (ii) key investor information referred to in Regulation 98 shall be translated into the official language, or one of the official languages, of the UCITS host Member State or into a language approved by the competent authority of that Member State;

• (iii) information or documents other than key investor information referred to in Regulation 98 shall be translated, at the choice of the UCITS, into the official language, or one of the official languages, of the UCITS host Member State, into a language approved by the competent authority of that Member State or into a language customary in the sphere of international finance; and

• (iv) translations of information or documents under clauses (ii) and (iii) shall be produced under the responsibility of the UCITS and shall faithfully reflect the content of the original information.

• (c) Where a UCITS authorised in another Member State markets its units in the State, it shall distribute within the State in at least one of the State’s official languages all information and documents which are required to be published under these Regulations. Translations of information or documents shall be produced under the responsibility of the UCITS and shall faithfully reflect the content of the original information.

• (2) The requirements set out in paragraph (1) shall also be applicable to any changes to the information and documents referred therein.

• (3) The frequency of the publication of the issue, sale, repurchase or redemption price of units of UCITS authorised by the Bank according to Regulation 96 shall be subject to the laws, regulations and administrative provisions of the State.

Legal form of designation of UCITS

Power of Bank to prohibit marketing

PART 13 Provisions Concerning Authorities Responsible for Authorisation and Supervision

Establishment of Bank as competent authority

• (2) The Bank may arrange for its functions as a competent authority to be performed by any constituent part of the Bank or by any officer or employee of the Bank. Nothing in these Regulations precludes the Bank from being assisted in, or advised on, the discharge of those functions by any such constituent part, officer or employee.

Liability of Bank and the State

• (b) Neither the Bank nor any of its employees or officers or any member of its Board shall be liable in damages for anything done or omitted in the discharge or purported discharge of any of its functions under these Regulations unless it is shown that the act or omission was in bad faith.

• (2) The authorisation, supervision, regulation or revocation of authorisation of a management company under these Regulations shall not constitute a warranty as to the solvency or performance of such management company and neither the Bank nor the State shall be liable in respect of any loss or losses incurred through the insolvency, default or performance of the management company.

Powers of Bank

• (a) directly,

• (b) in collaboration with other authorities,

• (c) under the responsibility of the competent authorities, by delegation to entities to which tasks have been delegated, or

• (d) by application to the courts.

• (2) Under paragraph (1), the Bank shall have the power, at least, to—

• (a) access any document in any form and receive a copy of such document,

• (b) require any person to provide information and, if necessary, to summon and question a person with a view to obtaining information,

• (c) carry out on-site inspections,

• (d) require existing telephone and existing data traffic records,

• (e) require the cessation of any practice that is contrary to the provisions adopted in the implementation of these Regulations,

• (f) request the freezing or the sequestration of assets,

• (g) request the temporary prohibition of professional activity,

• (h) require authorised investment companies, management companies or trustees to provide information,

• (i) adopt any type of measure to ensure that investment companies, management companies or trustees continue to comply with the requirements of these Regulations or the Directive,

• (j) require the suspension of the issue, repurchase or redemption of units in the interest of the unit-holders or of the public,

• (k) withdraw the authorisation granted to a UCITS, a management company or a trustee,

• (l) refer matters for criminal prosecution, and

• (m) allow auditors or experts to carry out verifications or investigations.

• (3) 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.

• (4) Requirements or conditions imposed under paragraph (3) 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.

• (5) Without prejudice to paragraphs (3) and (4), 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:

• (d) with respect to the collective portfolio management activity of management companies and investment companies that do not designate a management company:

• (i) prudential rules and

• (ii) a code of conduct.

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

• (7) Supervisory and reporting requirements and conditions imposed under paragraph (3), including conditions relating to the investment policies of UCITS, may be additional to or stricter than those contained in these Regulations.

Register of authorised UCITS

• (2) The Bank shall maintain a register or registers of all UCITS and management companies which it has authorised under these Regulations and whose authorisation has not been revoked.

• (3) The Bank shall also maintain a register or registers of management companies providing services or which have a branch in the State of which the Bank has been informed by a competent authority in another member State in accordance with the Directive.

• (4) The Bank shall revise these registers at such intervals as the Bank deems appropriate but not less frequently than once a year. The Bank shall publish these registers which may be held in electronic form.

• (5) The registers of management companies shall include the names, addresses and contact details of all management companies and such other particulars as the Bank may decide from time to time.

• (6) In the case of a management company these registers shall include details of the services which the management company has been authorised to provide.

• (7) The Bank shall arrange that registers of all UCITS and management companies, or a copy or copies thereof, shall be open for inspection in a single location by any member of the public at all reasonable times on the payment of such fee as the Bank may specify or approve.

Keeping of books and records

• (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)(a) 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—

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

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

• (iii) any other documents relating to the business of the UCITS.

• (b) 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 (4) 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,

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

• (c) give such other assistance and information to that person as is reasonable in the circumstances.

• (6) Paragraphs (4) and (5) 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,

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

• (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,

• (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% 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

• (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—

• (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;

“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

• (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