European Communities (Undertakings For Collective Investment in Transferable Securities) Regulations, 1989

• Date: 18 April 1989
• Statutory Instrument No.: 78/1989

S.I. No. 78 of 1989.
EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS, 1989
ARRANGEMENT OF REGULATIONS
PART I
PRELIMINARY
Regulation
1. Citation and commencement.
2. Interpretation.
PART II
SCOPE
3. Scope.
4. Restriction of Unit Trusts Act, 1972.
5. Prohibition on conversion of UCITS into undertaking not subject to Regulations.
PART III
COMPETENT AUTHORITY
6. Establishment of Central Bank as a competent authority.
7. Liability of Bank.
8. Publication of names of authorized UCITS.
PART IV
AUTHORIZATION OF UCITS
9. Situation of UCITS.
10. Prohibition on UCITS carrying on activities in the State without authorization.
11. Requirements for authorization.
12. Approval of Bank necessary for subsequent changes.
13. Applications for authorization.
14. Refusal of authorization and right of appeal.
15. Right of appeal of UCITS situated in an other Member State.
PART V
UNIT TRUSTS
16. Management company.
17. Prohibition on management company engaging in other activities.
18. Assets of a unit trust.
19. Trustee.
20. Obligations of trustee.
21. Liability of trustee.
22. Prohibition on a single company acting as management company and trustee.
PART VI
INVESTMENT COMPANIES
Chapter 1
Investment Companies with Fixed Capital
23. Application of chapter 1.
24. Share capital.
25. Name.
26. Issue of redeemable preference shares.
27. Restriction of Companies Acts.
Chapter 2
Investment Companies with Variable Capital
28. Application of chapter 2.
29. Share capital.
30. Name.
31. Enabling provision regarding purchase of own shares.
32. Purchase of shares at request of shareholder and treatment of purchased shares.
33. Legal reserve.
34. Restriction of Companies Acts.
Chapter 3
General
35. Modification of Act of 1983.
36. Modification of Act of 1986.
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 management 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 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.
65. Issue of registered certificates or bearer securities.
66. Replacement of management company and trustee.
67. Remuneration and expenditure.
68. Application of income.
69. Borrowing.
70. Loans or guarantees.
71. Sales of securities.
PART IX
PROSPECTUS, REPORTS AND PUBLICATION OF OTHER INFORMATION
72. Publication of prospectus.
73. Annexation of trust deed or articles to prospectus.
74. Offering of prospectus to investors before contract concluded and transmission of prospectus to Bank.
75. Publication of annual and half-yearly reports.
76. Time limits.
77. Contents of annual report.
78. Contents of half-yearly report.
79. Transmission of reports to Bank.
80. Offering of reports to investors before contract concluded.
81. Availability to public of reports.
82. Supply of reports to unit-holders.
83. Auditing requirements in relation to annual report.
84. Publication of issue and redemption prices.
85. Publicity.
PART X
SPECIAL PROVISIONS APPLICABLE TO UCITS MARKETING IN A MEMBER STATE OTHER THAN THAT IN WHICH IT IS SITUATED
86. Prior requirements.
87. Entitlement to market in the State.
88. Compliance with law, regulations and administrative provisions.
89. Advertising.
90. Provision of facilities in relation to unit-holders.
91. Distribution of documents and other information.
92. Power of Bank to prohibit marketing.
93. Generic names.
PART XI
SPECIAL PROVISION IN RELATION TO THE CENTRAL BANK OF IRELAND
94. Collaboration with competent authorities in other Member States.
95. Professional secrecy.
96. Application of professional secrecy to information exchanged with other competent authorities.
97. Restriction on use of information received from other Member States.
PART XII
INSPECTION AND ENFORCEMENT POWERS OF CENTRAL BANK
98. Compliance with additional requirements imposed by Bank.
99. Keeping of books and records.
100. Furnishing of information to Bank.
101. Application by Bank to High Court.
102. Revocation of authorization.
103. Notice of intention to revoke.
104. Bank's powers of intervention.
105. Review of Bank's decision, etc., by High Court.
PART XIII
OFFENCES
106. Penalties.
PART XIV
TRANSITIONAL PROVISION
107. Existing UCITS.
S.I. No. 78 of 1989.
EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS, 1989
I, RAY BURKE, Minister for Industry and Commerce, 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 effect to Council Directive No. 85/611/EEC of 20 December, 1985(1) as amended by Council Directive No. 88/220/EEC of 22 March, 1988(2) hereby make the following Regulations:
(1) O.J. No. L375/3 of 31/12/85
(2) O.J. No. L100/31 of 19/4/88
PART IPRELIMINARY
	1 Citation and commencement.	1. These Regulations may be cited as the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989 and shall come into operation on 1 June, 1989.
	2 Interpretation	2. (1) In these Regulations:
"articles" in relation to a company has the meaning assigned to it by the Companies Act, 1963 ;
"Companies Acts" means the Companies Act, 1963 , and every enactment which is to be construed with it as one Act;
"competent authority" means the Central Bank of Ireland 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;
"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);
"directors" means those persons who, under the Companies Acts or the trust deed or the memoradnum 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;
"UCITS" has the meaning assigned to it by Regulation 3 (1);
"umbrella fund" means a UCITS which is divided into a number of sub-funds and in which the shareholders are entitled to exchange rights in one sub-fund for rights in another;
"undertaking for collective investment in transferrable securities" has the meaning assigned to it by Regulation 3 (2);
"unit" includes a share and any other instrument granting an entitlement to share in the investments or relevant income of a collective investment undertaking;
"unit-holder" means, in relation to a collective investment undertaking, any person who by reason of the holding of units in the undertaking or by reason of having invested capital in the undertaking is entitled to any of the investments or relevant income of the undertaking:
"unit trust" means a collective investment undertaking under which the property in question is held on trust for the participants;
"usual time limits" means those time limits which are acceptable market practice in the context of a particular transaction.
(2) In these Regulations, except where the context otherwise requires, words and expressions which are also used in the Directive have the same meaning as in the Directive.
PART IISCOPE
	3 Scope.	3. (1) Subject to paragraph (5), these Regulations apply to undertakings for collective investment in transferable securities (hereinafter referred to as UCITS) situated in the State within the meaning of Regulation 9(1).
(2) For the purposes of these Regulations, UCITS shall be undertakings:
—the...