European Communities (Undertakings For Collective Investment in Transferable Securities) Regulations 2003

Date29 May 2003
Statutory Instrument No.211/2003

ARRANGEMENT OF REGULATIONS

PART I

PRELIMINARY

Regulation

1.

Citation.

2.

Interpretation.

PART II

SCOPE

3.

Scope.

4.

Restriction of Unit Trusts Act 1990.

5.

Prohibition on conversion of UCITS into undertaking not subject to Directive.

PART III

COMPETENT AUTHORITY

6.

Bank to be competent authority.

7.

Liability of Bank.

8.

Publication of names of authorised UCITS.

PART IV

AUTHORISATION OF UCITS

9.

Situation of UCITS.

10.

Prohibition on UCITS carrying on activities in the State without authorisation.

11.

Requirements for authorisation.

12.

Approval of Bank necessary for subsequent changes.

13.

Applications for authorisation.

14.

Refusal of authorisation and right of appeal.

15.

Right of appeal of UCITS situated in another Member State.

PART V

UNIT TRUSTS AND COMMON CONTRACTUAL FUNDS

16.

Management company.

17.

Prohibition on management company engaging in other activities.

18.

Assets of a unit trust or common contractual fund.

19.

Trustee.

20.

Obligations of trustee.

21.

Liability of trustee.

22.

Prohibition on a single company acting as management company and trustee.

23.

Ownership of assets of UCITS established as unit trust or common contractual fund and liability of unit-holders.

PART VI

INVESTMENT COMPANIES

Chapter 1

Investment Companies with Fixed Capital

24.

Application of chapter 1.

25.

Share capital.

26.

Name.

27.

Issue of redeemable preference shares.

28.

Restriction of Companies Acts.

Chapter 2

Investment Companies with Variable Capital

29.

Application of chapter 2.

30.

Share capital.

31.

Name.

32.

Enabling provision regarding purchase of own shares.

33.

Repurchase of shares at request of shareholder and treatment of repurchased shares.

34.

Legal reserve.

35.

Restriction of Companies Acts.

Chapter 3

General

36.

Modification of Act of 1963.

Chapter 4

Trustee

37.

Assets of investment companies.

38.

Trustee.

39.

Obligations of trustee.

40.

Exemption from requirement to have trustee.

41.

Further exemption.

42.

Requirement on Bank to inform EC Commission regarding exemptions.

43.

Liability of trustee.

44.

Prohibition on a single company acting as investment company and trustee.

PART VII

INVESTMENT POLICIES OF UCITS

45.

Permitted investments.

46.

Limitations on investments.

47.

Limit of 10 per cent of assets in other investments.

48.

Ancillary liquid assets and investment techniques and instruments.

49.

Investments in one issuer's securities.

50.

Securities issued or guaranteed by States, local authorities or public international bodies.

51.

Investments in other UCITS.

52.

Acquisition of securities in a linked unit trust, common contractual fund or investment company.

53.

Acquisition of shares carrying voting rights.

54.

Limits in relation to non-voting shares, debt securities or units of a UCITS.

55.

Exemptions from Regulations 53 and 54.

56.

Subscription rights.

57.

Derogations for recently authorised UCITS.

58.

Breaches of limits.

PART VIII

GENERAL PROVISIONS RELATING TO UCITS

59.

Obligation on UCITS to redeem or repurchase units.

60.

Issue of units.

61.

Redemption or repurchase of units.

62.

Value of assets.

63.

Suspension of repurchase or redemption of units.

64.

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

65.

Issue of registered certificates or bearer securities.

66.

Replacement of management company and trustee.

67.

Winding up of an investment company.

68.

Remuneration and expenditure.

69.

Application of income.

70.

Borrowing.

71.

Loans or guarantees.

72.

Short Sales.

73.

Umbrella funds.

PART IX

PROSPECTUS, REPORTS AND PUBLICATION OF OTHER INFORMATION

74.

Publication of prospectus.

75.

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

76.

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

77.

Publication of annual and half-yearly reports.

78.

Time limits.

79.

Contents of annual report.

80.

Contents of half-yearly report.

81.

Transmission of reports to Bank.

82.

Offering of reports to investors before contract concluded.

83.

Availability to public of reports.

84.

Supply of reports to unit-holders.

85.

Auditing requirements in relation to annual report.

86.

Publication of issue and redemption prices.

87.

Publicity.

PART X

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

88.

Prior requirements.

89.

Entitlement to market in the State.

90.

Compliance with law, regulations and administrative provisions.

91.

Advertising.

92.

Provision of facilities in relation to unit-holders.

93.

Distribution of documents and other information.

94.

Power of Bank to prohibit marketing.

95.

Generic names.

PART XI

SPECIAL PROVISION IN RELATION TO THE BANK

96.

Collaboration with competent authorities in other Member States.

PART XII

POWERS OF BANK

97.

Compliance with additional requirements imposed by Bank.

98.

Keeping of books and records.

99.

Furnishing of information to Bank.

100.

Application by Bank to High Court.

101.

Replacement of Management Company or Trustee.

102.

Revocation of authorisation.

103.

Notice of intention to revoke.

104.

Directions by the Bank.

105.

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

PART XIII

OFFENCES

106.

Penalties.

PART XIV

VALIDITY OF UCITS ALREADY AUTHORISED AND REVOCATION OF EARLIER STATUTORY INSTRUMENTS

107.

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

Schedule 1 A

Information Requirements

Schedule 1 B

Information to be included in the periodic reports

Schedule 2

Table of cross references to specific UCITS Regulations in legislation

European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2003

I, Mary Harney, Minister for Enterprise, Trade and Employment, in exercise of the powers conferred on me by section 3 of the European Communities Act 1972 (No. 27 of 1972) and for the purpose of giving further 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 hereby make the following regulations:

PART I

PRELIMINARY

Citation.

1. These Regulations may be cited as the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2003.

Interpretation.

2. (1) In these Regulations:

“articles” in relation to a company has the meaning assigned to it by the Companies Act 1963 ;

“Bank” means the Central Bank and Financial Services Authority of Ireland;

“Companies Acts” means the Companies Act 1963 and every enactment which is to be construed with it as one Act;

“common contractual fund” means a collective investment undertaking being an unincorporated body established by a management company under which the participants by contractual arrangement participate and share in the property of the collective investment undertaking as co-owners;

“competent authority” means the Bank or, in the case of another Member State, the body or bodies designated by that State to act as a competent authority for the purposes of the Directive;

“credit institution” means a credit institution within the meaning of Council Directives 77/780/EEC4 and 89/646/EEC5 ;

“the court” unless otherwise specified means the High Court;

“the Directive” means the Council Directive of 20 December 1985 (85/611/EEC) on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as amended by Council Directive of 22 March 1988 (88/220/EEC) and Directive No. 95/26/EC of the Council and of the European Parliament of 29 June 1995;

“directors” means those persons who, under the Companies Acts or the trust deed or the deed of constitution or the memorandum and articles of association, represent the management company, the investment company or the trustee, or who effectively determine the policy of the management company, the investment company or the trustee;

“issue” means the sale of units or shares by a management company or investment company;

“investment company with fixed capital” means a company so referred to in Regulation 3(3);

“investment company with variable capital” means a company so referred to in Regulation 3(3);

“Member State” means a Member State of the European Community;

“repurchase” means the purchase of shares by a management company or investment company;

“redemption” means the purchase of units or shares from a holder by a management company or investment company;

“transferable securities” means securities in respect of which the right of transfer is unrestricted;

“trustee” in relation to a UCITS means an institution referred to as a depository in the Directive;

“umbrella fund” means a UCITS which is divided into a...

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