S.I. No. 497/2003 - European Communities (Undertakings For Collective Investment in Transferable Securities) (Amendment No. 2) Regulations 2003

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.

1.3. In the case of investment companies having different investment compartments, the indication of the compartments.

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. In the case of investment companies having different investment compartments, information on how a unit- holder may pass from one compartment into another and the charges applicable in such cases.

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 prices(1)

.

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.

2. 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.

3. 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.

4. 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.

5. Other investment information

5.1. Historical performance of the unit trust, common contractual fund or of the investment company (where applicable) - such information may be either included in or attached to the prospectus;

5.2. Profile of the typical investor for whom the unit trust, common contractual fund or the investment company is designed.

6. Economic information

6.1. Possible expenses or fees, other than the charges mentioned in paragraph 1.17 distinguishing between those to be paid by the unit-holder and those to be paid out of the unit trust's, common contractual fund's or of the investment company's assets.

SCHEDULE 2

Information to be included in the annual and half-yearly reports

I. Statement of assets and liabilities, including the following

—transferable securities,

—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;

(c) recently issued transferable securities of the type referred to in Regulation 45(d);

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

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 48A and 48B carried out by the UCITS during the reference period, of the resulting amount of commitments.

SCHEDULE 3

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

72(3)

74(3)

5

83 (2) to (7)

85 (2) to (9)

6

99 to 105

98 to 105

SCHEDULE 4

Contents of the simplified prospectus

Brief presentation of the UCITS

— when the unit trust, common contractual fund or the investment company was created and indication of the Member State where the unit trust, common contractual fund or the investment company has been registered/incorporated,

— in the case of UCITS having different investment compartments, the indication of this circumstance,

— management company (when applicable),

— expected period of existence (when applicable),

— trustee,

— auditors,

— financial group (e.g. a Bank) promoting the UCITS.

Investment information

— short definition of the UCITS' objectives,

— the unit trust's, common contractual fund's or the investment company's investment policy and a brief assessment of the fund's risk profile (including, if applicable, information according to Regulations 51 and 52 and by investment compartment),

— historical performance of the unit trust, common contractual fund or investment company (where applicable) and a warning that this is not an indicator of future performance - such information may be either included in or attached to the prospectus,

— profile of the typical investor the unit trust, common contractual fund or the investment company is designed for.

Economic information

— tax regime,

— entry and exit commissions,

— other possible expenses or fees, distinguishing between those to be paid by the unit-holder and those to be paid out of the unit trust's, common contractual fund's or the investment company's assets.

Commercial information

— how to buy the units,

— how to sell the units,

— in the case of UCITS having different investment compartments how to pass from one investment compartment into another and the charges applicable in such cases,

— when and how dividends on units or shares of the UCITS (if applicable) are distributed,

— frequency and where/how prices are published or made available.

Additional information

— statement that, on request, the full prospectus, the annual and half-yearly reports may be obtained free of charge before the conclusion of the contract and afterwards,

— competent authority,

— indication of a contact point (person/department, timing, etc.) where additional explanations may be obtained if needed,

— publishing date of the prospectus.

SCHEDULE 5

Functions included in the activity of collective portfolio management

(1) Investment management.

(2) Administration

(a) legal and fund management accounting services;

(b) customer inquiries;

(c) valuation and pricing (including tax returns);

(d) regulatory compliance monitoring;

(e) maintenance of unit-holder register;

(f) distribution of income;

(g) unit issues and redemptions;

(h) contract settlements (including certificate dispatch);

(i) record keeping.

(3) Marketing.

SCHEDULE 6

Requirements and obligations for authorisation of management companies

(1) An application for authorisation shall be in such form and contain such particulars as the Bank shall specify from time to time and, without prejudice to the generality of the aforesaid, shall include such particulars

or

information as the Bank may request in relation to

(a) the type of business to be carried on or likely to be carried on by the proposed management company;

(b) any person or persons having a qualifying shareholding or having ownership of the proposed management company including any natural or legal person whose shareholding or other commercial relationship with the proposed management company might influence the conduct of the proposed management company to a material degree; and

(c) the memorandum of association and articles of association of the proposed management company.

(2) A proposed management company shall not be authorised by the Bank unless it satisfies the Bank —

(a) that it is a company incorporated under the Companies Acts, and the proposed management company has made arrangements to ensure that its activities will be carried out in such a manner that the requirements of these Regulations are complied with;

(b) that, where applicable, the memorandum of association and articles of association of the proposed management company contain sufficient provision so as to enable it to operate in accordance with these Regulations, and in accordance with any condition or requirement, or both, as the Bank may impose;

(c) that it has the minimum level of capital which shall be specified by the Bank;

(d) as to the probity and competence of each of its directors and managers;

(e) as to the suitability of each of its qualifying shareholders;

(f) as to the organisational structure and management skills of the proposed management company and that adequate levels of staff and expertise will be employed to carry out its proposed activities;

(g) that it has and will follow established procedures to enable the Bank to be supplied with all information necessary for the Bank to carry out its supervisory functions and to enable the public to be supplied with any information which the Bank may specify;

(h) that the organisation of its business structure is such that it and any of its associated or related undertakings, where appropriate and practicable, are capable of being supervised adequately by the Bank; and

(i) as to its conduct of business, its financial resources and any other matters as the Bank considers necessary in the interests of the proper and orderly regulation and supervision of authorised management companies or in the interests of the protection of investors.

(3) The Bank may impose conditions or requirements, from time to time in respect of the level of capital to be maintained by an authorised management company and shall have regard to the capital requirements set out in these Regulations and the Investment Intermediaries Acts 1995 to 2000.

(4) The Bank may require that an appointment as a director of an authorised management company or proposed management company or to the post of chief executive or manager or post equivalent thereto, on or after the granting of an authorisation under these Regulations, shall be subject to the prior approval in writing of the Bank which approval shall not be given unless the authorised management company or proposed management company satisfies the Bank as to the probity and competence of the proposed appointee.

(5) The Bank may direct an authorised management company to alter its memorandum or articles of association in the interest of the proper and orderly regulation and supervision of management companies or the protection of investors or both.

(6) An authorisation granted by the Bank under these Regulations shall specify the classes of services which may be provided by an authorised management company.

(7) (a) The Bank may authorise in writing such and so many persons to be authorised officers for the purposes of these Regulations and may revoke such authorisations,

(b) The Bank may at any time prior to the grant or refusal of an authorisation request further information from the proposed management company or may instruct an authorised officer to make such inquiries or carry out such investigations as may be necessary for the purpose of evaluating properly an application under these Regulations and such inquiries or investigations shall be carried out in accordance with these Regulations.

(8) The Bank shall consult the competent authorities of the other Member State involved before authorising a management company which is

(a) a subsidiary of another management company, an investment firm a credit institution or an insurance undertaking authorised in another Member State,

(b) a subsidiary of the parent undertaking of another management company, an investment firm, a credit institution or an insurance undertaking authorised in another Member State,

or

(c) controlled by the same natural or legal persons as control another management company, an investment firm, a credit institution or an insurance undertaking authorised in another Member State.

(9) (a) In the case of a management company, the Bank shall apply these Regulations, having regard to the division of responsibilities between the home and host Member States of the management company concerned, which are set out in the Directive and the relevant sections of these Regulations shall be construed accordingly.

(b) Subject to the provisions of these Regulations, a management company shall comply with such conditions or requirements or both as may be imposed on it by the Bank in the interests of any or all of the following, namely

(i) the proper and orderly regulation and supervision of a management company,

(ii) the protection of investors or clients or both.

(10) The Bank may impose requirements on a proposed management company or an authorised management company to organise its business or corporate structure or control of any associated undertaking or related undertaking not supervised by the Bank such that the management company when authorised under these Regulations and where appropriate and practicable, the business of any associated undertaking or related undertaking, either collectively or individually, is capable of being supervised to the satisfaction of the Bank under these Regulations.

1

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

2

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

3

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

4

O.J. No. L41/35 of 13/2/2002 (the Product Directive)

5

O.J. No. L41/20 of 13/2/2002 (the Management Directive)

6

O.J. L 141/27 of 11/6/1993

7

O.J. L 126/1 of 26/5/2000

8

O.J. L 193/1 of 18/7/1983

9

O.J. L 348/62 of 17/12/1988

10

O.J. L 141/1 of 11/6/1993

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

— 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.

7. The Principal Regulations are amended by substituting the following for Regulation 11

“

Authorisation of UCITS

.

8. The Principal Regulations are amended by

(a) the insertion of the following after Regulation 15

“PART IV A

AUTHORISATION OF MANAGEMENT COMPANIES

Chapter 1

Conditions for taking up business and appeal of decisions by the Bank

Authorisation by the Bank

15 A. Subject to the provisions of these Regulations, the Bank may grant or refuse to grant to any management company applying to it under this Regulation an authorisation to operate as a management company. The grant of authorisation is subject to the conditions and requirements set out in Regulation 17 and Schedule 6.

Decision by the Bank and right of appeal.

15 B. (1) A proposed management company shall be informed within six months of the date of receipt of a complete application whether or not authorisation has been granted. Reasons shall be given whenever an authorisation is refused.

(2) A proposed management company which has been refused authorisation may apply to the court in accordance with Regulation 105.

(3) A proposed management company shall have the same right to apply to the court as in paragraph (2) if the Bank fails to take a decision on authorisation within the time prescribed in paragraph (1).

Right of appeal of a management company authorised in another Member State.

15 C. The right of application to the court under Regulation 105 shall apply to a management company authorised in another Member State in respect of a decision by the Bank acting as the competent authority of the host Member State.

Offence.

15 D. It is an offence for a proposed management company or any other person to apply for authorisation under these Regulations knowingly or recklessly using false or misleading information, or knowingly or recklessly making false or misleading statements, in relation to an application for an authorisation under these Regulations.”,

and

(b) the deletion of the heading

“PART V

UNIT TRUSTS AND COMMON CONTRACTUAL FUNDS”.

Amendment of Regulation 16 of the Principal Regulations

.

9. The Principal Regulations are amended by substituting the following for Regulation 16

“

Activities of a management company.

10. The Principal Regulations are amended by substituting the following for Regulation 17

“

Authorisation of Management Companies.

11. (1) (a) A unit trust shall be authorised only if the Bank has approved the trust deed, the name of the unit trust, the trustee, and has authorised the management company pursuant to Regulation 15A.

(b) An investment company shall be authorised only if the Bank has approved its memorandum and articles, the name of the investment company and its choice of trustee.

(c) A common contractual fund shall be authorised only if the Bank has approved the deed of constitution, the name of the common contractual fund and the choice of trustee and has authorised the management company pursuant to Regulation 15A.

(2) The Bank shall not authorise a UCITS if the management company or the investment company does not comply with the preconditions laid down in these Regulations.

(3) The Bank shall not authorise a UCITS if it is legally prevented from marketing its units or shares in the State, including through a provision in the fund rules or instruments of incorporation.”.

Insertion of new Part IV A in the Principal Regulations, insertion of new Regulations after Regulation 15 of the Principal Regulations and deletion of the Heading to Part V.

12. The Principal Regulations are amended by the insertion of the following before Regulation 18

“PART V

UNIT TRUSTS AND COMMON CONTRACTUAL FUNDS

Trustee obligations”.

Insertion of new Regulations and Chapter after Regulation 36.

13. The Principal Regulations are amended by the insertion of the following after Regulation 36

“

Conditions for taking up business applicable to all investment companies.

36 A. (1) (a) The Bank shall not authorise an investment company if the directors are not of sufficiently good repute or sufficiently experienced in relation to the type of business carried out by the investment company.

(b) The names of the directors of the investment company and of every person succeeding them in office must be communicated to the Bank.

(2) An investment company may start business as soon as authorisation has been granted.

(3) An investment company may only manage assets of their own portfolio and may not, under any circumstances, receive any mandate to manage assets on behalf of a third party.

Chapter 4

Provisions applicable to an investment company which has not appointed a management company

Application of Chapter 4.

36 B. This chapter applies to an investment company which has not appointed a management company.

Conditions for taking up business.

36 C. (1) The Bank shall not authorise an investment company unless

(a) the investment company has an initial capital of at least €300,000;

(b) the investment company has submitted a programme of activity to the Bank setting out its organisational structure in the application for authorisation; and

(c) the conduct of the investment company's business is decided by at least two persons who meet the conditions laid down by the Bank in accordance with Regulation 36A (1).

(2) Where close links exist between the investment company and other natural or legal persons, the Bank shall grant authorisation only if those do not prevent the effective exercise of its supervisory functions.

(3) The Bank shall also refuse authorisation if the laws, regulations or administrative provisions of a non-Member State governing one or more natural or legal persons with which the investment company has close links, or difficulties involved in their enforcement, prevent the effective exercise of their supervisory functions.

(4) A proposed investment company shall be informed within six months of the date of receipt of a complete application whether or not authorisation has been granted. Reasons shall be given whenever an authorisation is refused.

(5) For the purpose of this Regulation ‘close links’ has the same meaning as defined in Regulation 85 (3) (b).

Delegation of activities.

36 D. (1) (a) An investment company may delegate activities to third parties, for the purpose of the more efficient conduct of the investment company's business, provided that

(i) the Bank is informed in an appropriate manner;

(ii) the delegation mandate does not prevent the effectiveness of supervision over the investment company and in particular it must not prevent the investment company from acting, or the investment company from being managed, in the best interests of its investors;

(iii) when the delegation concerns investment management, the mandate is given to undertakings which are authorised or registered for the purpose of asset management and subject to prudential supervision; the delegation must be in accordance with investment criteria periodically laid down by the investment companies;

(iv) where the mandate concerns investment management and is given to a non-Member State undertaking, cooperation between the Bank and the supervisory authorities of the non-Member State concerned is ensured;

(v) a mandate with regard to the core function of investment management is not given to the trustee or to any other undertaking whose interests may conflict with those of the investment company or the unit-holders;

(vi) measures are put in place which enable the persons who conduct the business of the investment company to monitor effectively at any time the activity of the undertaking to which the mandate is given;

(vii) the mandate does not prevent the persons who conduct the business of the investment company either from giving at any time further instructions to the undertaking to which functions are delegated or from withdrawing the mandate with immediate effect or both when this is in the interest of investors;

(viii) having regard to the nature of the functions to be delegated the undertaking to which functions will be delegated is qualified and capable of undertaking the functions in question; and

(ix) the prospectuses issued by an investment company list the functions which a management company has been permitted to delegate.

(2) Neither the investment company's nor the trustee's liability shall be affected by the fact that the investment company delegated any functions to third parties, nor shall the investment company delegate its functions to the extent that it becomes a letter box entity.

Prudential rules.

36 E. (1) The Bank shall draw up prudential rules which shall be observed at all times by investment companies that have not designated a management company authorised pursuant to these provisions.

(2) In particular, the Bank, having regard also to the nature of the investment company, shall require that the company has sound administrative and accounting procedures, control and safeguard arrangements for electronic data processing and adequate internal control mechanisms including, in particular, rules for personal transactions by its employees or for the holding or management of investments in financial instruments in order to invest its initial capital and ensuring, inter alia, that each transaction involving the company may be reconstructed according to its origin, the parties to it, its nature, and the time and place at which it was effected and that the assets of the investment company are invested according to the instruments of incorporation and the legal provisions in force.”.

Substitution of Chapter heading in Part VI

14. The Principal Regulations are amended by the substitution of the following heading for that before Regulation 37

“Chapter 5

Assets of investment companies and responsibilities of trustee”.

Amendment of Regulation 74 of the Principal Regulations.

15. The Principal Regulations are amended by

(a) the substitution of the following for Regulations 74 (1) and 74 (2)

“74. (1) An investment company and, for each of the unit trusts and common contractual funds it manages, a management company must publish

(i) a simplified prospectus and

(ii) a full prospectus,

both of which must be dated and their essential elements kept up to date.

(2) Both the simplified and the full prospectuses must include the information necessary for investors to be able to make an informed judgement of the investment proposed to them, and in particular of the risks attached thereto. The latter shall include, independent of the instruments invested in, a clear and easily understandable explanation of the fund's risk profile.

(3) The simplified prospectus shall contain in summary form the key information provided for in Schedule 4. It shall be structured and written in such a way that it can be easily understood by the average investor.

(4) The Bank may permit that the simplified prospectus be attached to the full prospectus as a removable part of it.

(5) The simplified prospectus can be used as a marketing tool designed to be used in all Member States without alterations except translation. The Bank may therefore not require any further documents or additional information to be added.

(6) Both the full and the simplified prospectus may be incorporated in a written document, or in any durable medium having an equivalent legal status approved by the Bank.

(7) The full prospectus issued by a management company or investment company shall contain at least the information provided for in Schedule 1, insofar as that information does not already appear in the documents annexed to the full prospectus in accordance with Regulation 75.”,

and

(b) the renumbering of Regulations 74 (3) and 74 (4) of the Principal Regulations as Regulations 74 (8) and 74 (9) respectively.

Amendment of Regulation 75 of the Principal Regulations.

16. The Principal Regulations are amended by the substitution of the following for Regulation 75

“

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

17. The Principal Regulations are amended by the substitution of the following for Regulation 76

“

Transmission of prospectus and simplified prospectus to Bank.

18. The Principal Regulations are amended by the substitution of the following for Regulation 79

“

Contents of annual report.

19. The Principal Regulations are amended by the substitution of the following for Regulation 80

“

Contents of half-yearly report.

20. The Principal Regulations are amended by the substitution of the following for Regulation 82

“

Offering of simplified prospectus to investors before contract is concluded and availability of prospectus and the latest published annual and half-yearly reports.

21. The Principal Regulations are amended by the substitution of the following for Regulation 83

“

Availability to public of annual and half-yearly reports as specified in full and simplified prospectus.

22. The Principal Regulations are amended by the substitution of the following for Regulation 87

“

Publicity

23. The Principal Regulations are amended by the substitution of the following for Regulation 88 (2) (c)

“(c) its full and simplified prospectuses including any amendments thereto,”.

Amendment of Regulation 93 of the Principal Regulations.

24. The Principal Regulations are amended by the substitution of the following for Regulation 93

“

Marketing of units.

25. The Principal Regulations are amended by

(a) substituting the following for the heading to Part XI

“PART XI

COLLABORATION WITH COMPETENT AUTHORITIES IN OTHER MEMBER STATES”

and

(b) substituting the following for Regulation 96

“

Collaboration with competent authorities in other Member States.

26. The Principal Regulations are amended by the substitution of the following for Regulation 97 (3) (c)

“ (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.”.

Amendment of Regulation 102 (4) of the Principal Regulations.

27. The Principal Regulations are amended by the substitution of the following for Regulation 102 (4)

“ (4) The Bank may withdraw the authorisation issued to a management company only where that management company

(a) does not make use of the authorisation within 12 months, expressly renounces the authorisation or has ceased the activity covered by these Regulations for more than the previous 6 months unless the Bank has provided for authorisation to lapse automatically in such cases;

(b) has obtained the authorisation by making false statements, or by any other irregular means;

(c) no longer fulfils the conditions under which authorisation was granted;

(d) no longer complies with Council Directive 93/6/EEC of 15 March 1993 if its authorisation also covers the discretionary portfolio management service specified in Regulation 16 (3) (a);

or

(e) has either seriously or systematically infringed the rules or requirements of the Bank imposed pursuant to these Regulations.

(5) 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.”.

Amendment of Regulation 105 of the Principal Regulations.

28. The Principal Regulations are amended by the substitution of the following for Regulation 105

“

Review by the court

.

29. The Principal Regulations are amended by the substitution of the following for Regulation 106(1)

“106. (1) An investment company, proposed management company or management company which, or a trustee or any person who, contravenes any provision of these Regulations is guilty of an offence.”.

Amendment of Regulation 107 (2) of the Principal Regulations.

30. The Principal Regulations are amended by the substitution of the following for Regulation 107 (2)

“(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 3.”.

Transitional provisions and time limits.

31. The transitional provisions and time limits applicable are as follows

(1) Management companies authorised before 13 February 2004 under Council Directive 85/611/EEC shall be deemed to be authorised for the purposes of these provisions provided that to take up such activity they must comply with conditions equivalent to those imposed in Regulation 15A.

(2) Management companies authorised before 13 February 2004 which are not included among those referred to in paragraph (1) may continue such activity provided that, no later than 13 February 2007 and pursuant to the applicable requirements, they obtain the appropriate authorisation to continue such activity in accordance with the provisions adopted herein.

Amendment of Schedules to the Principal Regulations.

32. The Principal Regulations are amended by substituting the following for Schedules 1A, 1B and 2

“SCHEDULE 1

Information requirements to be contained in full prospectus

75. (1) The fund rules, trust deed, deed of constitution or an investment company's articles of incorporation shall form an integral part of the full prospectus and must be annexed thereto.

(2) The documents referred to in paragraph (1) need not, however, be annexed to the full prospectus provided that the unit-holder 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 placed on the market he or she may consult them.”.

Amendment of Regulation 76 of the Principal Regulations.

76. A UCITS must send its full and simplified prospectuses and any amendments thereto to the Bank.”.

Amendment of Regulation 79 of the Principal Regulations.

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 2 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.”.

Amendment of Regulation 80 of the Principal Regulations.

80. The half-yearly report must include at least the information provided for in paragraph I to IV of Schedule 2 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.”.

Amendment of Regulation 82 of the Principal Regulations.

82. (1) The simplified prospectus must be offered to subscribers free of charge before the conclusion of the contract.

(2) In addition, the full prospectus and the latest published annual and half-yearly reports shall be supplied to subscribers free of charge on request.”.

Amendment of Regulation 83 of the Principal Regulations.

83. The annual and half-yearly reports must be available to the public at the places, or through other means approved by the Bank, specified in the full and simplified prospectus.”.

Amendment of Regulation 87 of the Principal Regulations.

87. All publicity comprising an invitation to purchase the units of UCITS must indicate that prospectuses exist and the places where they may be obtained by the public or how the public may have access to them.”.

Amendment of Regulation 88 (2) (c) of the Principal Regulations.

93. (1) 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.

(2) If a UCITS markets its units in another Member State, it must distribute in that other Member State, in accordance with the same procedures as those provided for by the Bank, the full and simplified prospectuses, the annual and half-yearly reports and the other information provided for in Regulations 74 and 75.

(3) These documents shall be provided in the, or one of the, official languages of the host Member State or in a language approved by the competent authorities of the host Member State.”.

Amendment of Regulation 96 of the Principal Regulations.

96. (1) 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 so that the responsibilities of each supervisory and competent authority may be more effectively discharged.

(2) The Bank may verify, at the request of a competent authority in another Member State, that any management company authorised by that competent authority is complying with the relevant regulatory requirements imposed by that competent authority or by the home Member State of such a management company.

(3) Insofar as it is necessary for the purpose of exercising their powers of supervision, the Bank shall exchange information with the other competent authorities regarding any measures taken pursuant to Regulation 17 J (6), which involves penalties imposed on a management company or restrictions on a management company's activities.

(4) (a) A competent authority in another Member State authorised in that Member State to supervise a management company may, having notified the Bank, inspect or investigate the business of a management company authorised by the Bank which has a place of business in the State at that place of business or otherwise for the purpose of verifying any information of the type referred to in Regulations 96 (1), (2) and (3) in any one of the following manners—

(i) by inspection of the management company, at that place of business or otherwise, by the authority concerned,

(ii) by inspection of the management company, at that place of business or otherwise, by a person authorised in that capacity by the authority concerned, or

(iii) by a request from the authority concerned to the Bank to carry out the inspection on its behalf at that place of business or otherwise.

(b) The Bank shall act upon such requests from a competent authority.

(c) This Regulation shall not affect the right of the Bank, in discharging its responsibilities under these provisions, to inspect or investigate the business of a management company's branch established within the State.”.

Amendment of Regulation 97 (3) (c) of the Principal Regulations.

105. (1) (a) Where the Bank refuses an application for authorisation under Regulation 14(1) or Regulation 15 B(1), fails to take a decision on an application within the time prescribed by Regulation 14(2) or Regulation 15 B(1), refuses to communicate the information referred to in Regulation 17 H (2) (c), 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 proposed management company, the management company, investment company, trustee or any aggrieved party may apply to the court to have the matter reviewed by way of motion on notice grounded upon affidavit.

(b) (i) In accordance with Regulation 15 an authorised UCITS situated in another Member State may appeal a decision by the Bank.

(ii) A management company authorised in another Member State may appeal a decision by the Bank under Regulation 15 C or a measure adopted by the Bank under Regulation 17 J (7).

(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) or 15 B(1), 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.”.

Amendment of Regulation 106(1) of the Principal Regulations.

Arrangement of Regulations

Regulation

1.

Citation.

2.

Interpretation.

3.

Amendment of Regulation 2 (1) of the Principal Regulations.

4.

Amendment of Regulation 3 (2) of the Principal Regulations.

5.

Amendment of Regulation 7 of the Principal Regulations.

6.

Amendment of Regulation 8 of the Principal Regulations.

7.

Amendment of Regulation 11 of the Principal Regulations.

8.

Insertion of new Part IV A in the Principal Regulations, insertion of new Regulations after Regulation 15 of the Principal Regulations and deletion of the Heading to Part V.

9.

Amendment of Regulation 16 of the Principal Regulations.

10.

Amendment of Regulation 17 of the Principal Regulations

11.

Amendment of Section 2 of the Investor Compensation Act 1998.

12.

Insertion of new Heading before Regulation 18 of the Principal Regulations.

13.

Insertion of new Regulations and Chapter after Regulation 36.

14.

Substitution of Chapter heading in Part VI.

15.

Amendment of Regulation 74 of the Principal Regulations.

16.

Amendment of Regulation 75 of the Principal Regulations.

17.

Amendment of Regulation 76 of the Principal Regulations.

18.

Amendment of Regulation 79 of the Principal Regulations.

19.

Amendment of Regulation 80 of the Principal Regulations.

20.

Amendment of Regulation 82 of the Principal Regulations.

21.

Amendment of Regulation 83 of the Principal Regulations.

22.

Amendment of Regulation 87 of the Principal Regulations.

23.

Amendment of Regulation 88 (2) (c) of the Principal Regulations.

24.

Amendment of Regulation 93 of the Principal Regulations.

25.

Substitution of Heading to Part XI and amendment of Regulation 96 of the Principal Regulations.

26.

Amendment of Regulation 97 (3) (c) of the Principal Regulations.

27.

Amendment of Regulation 102 (4) of the Principal Regulations.

28.

Amendment of Regulation 105 of the Principal Regulations.

29.

Amendment of Regulation 106(1) of the Principal Regulations.

30.

Amendment of Regulation 107 (2) of the Principal Regulations.

31.

Transitional provisions and time limits.

32.

Amendment of Schedules to the Principal Regulations.

Schedules

Schedule 1: Information Requirements to be contained in full prospectus

Schedule 2: Information to be included in the annual and half-yearly reports

Schedule 3: Table of cross-references to specific UCITS Regulations in legislation

Schedule 4: Contents of the simplified prospectus

Schedule 5: Functions included in the activity of collective portfolio management under the headings - Investment management, Administration and Marketing

Schedule 6: Requirements and obligations for authorisation of management companies

Schedule 7: Requirements for holding of client money and investment instruments

Schedule 8: Code of conduct

European Communities (Undertakings for Collective Investment in Transferable Securities) (Amendment No. 2) 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 1985

1

, as amended by Council Directive No. 88/220/EEC of 22 March 1988

2

, Directive No. 95/26/EC of 29 June 1995 of the European Parliament and of the Council

3

, Directive No. 2001/108/EC of 21 January 2002 of the European Parliament and of the Council

4

and Directive No. 2001/107/EC of 21 January 2002 of the European Parliament and of the Council

5

, hereby make the following regulations

Citation.