UCITS NOTICES UCITS NOTICES

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1 2013 UCITS NOTICES UCITS NOTICES Undertakings for Collective Investment in Transferable Securities authorised under European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 October 2013

2 Explanatory Memorandum European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 ("the Regulations"), implement Directive 2009/65/EC on the Co-ordination of Laws, Regulations and Administrative Provisions relating to Undertakings for Collective Investment in Transferable Securities (UCITS). The Central Bank of Ireland ("the Central Bank") is designated in the Regulations as the competent authority with responsibility for the authorisation and supervision of UCITS. Accordingly, any unit trust, common contractual fund, open-ended variable capital company or open-ended fixed capital company must be authorised by the Central Bank in order to be established as a UCITS in Ireland. The Central Bank has produced this series of UCITS Notices in order to: (i) (ii) explain and clarify various aspects of the Regulations; and set down conditions not contained in the Regulations with which UCITS must conform. This series of UCITS Notices must be read in conjunction with the Regulations. The Notices do not purport to be a full or legal interpretation of the Regulations. UCITS must comply with all of the provisions of the Regulations not just those provisions referred to in the Notices. Where individual Regulations are quoted the Notices are intended to act as guidelines. In the event of any difference or discrepancy between the Notices and the Regulations the provisions of the Regulations will prevail. Where a requirement of these Notices is amended or deleted, any legal proceedings, or any investigation, disciplinary or enforcement action in respect of any requirement may be continued, and any breach of the requirement so amended or deleted may subsequently be the subject of a legal proceeding, investigation, disciplinary or enforcement action by the Central Bank or other person, as if the requirement had not been amended or deleted. The following points should be noted: (1) Collective investment schemes other than UCITS may be established as unit trusts, under the Unit Trusts Act, 1990, investment companies under the

3 Companies Act, 1990 Part XIII, investment limited partnerships under the Investment Limited Partnerships Act, 1994 and common contractual funds under the Investment Funds, Companies and Miscellaneous Provisions Act, The Central Bank has issued a separate set of Notices for collective investment schemes other than UCITS. (2) These UCITS Notices also apply to the marketing, in Ireland, of a UCITS established in another Member State. (3) Obligations imposed on a UCITS under the Regulations and under these Notices are, in the case of a self-managed investment company, obligations of the investment company and in the case of unit trusts and common contractual funds or investment companies that have appointed a management company, obligations of the management company. (4) Interpretation: For the purposes of these Notices the following interpretations and definitions shall apply: Actively-managed UCITS ETF: An actively-managed UCITS ETF is a UCITS ETF, the manager of which has discretion over the composition of its portfolio, subject to the stated investment objectives and policies, (as opposed to a UCITS ETF which tracks an index and does not have such discretion). An activelymanaged UCITS ETF generally tries to outperform an index. Annual tracking difference: The difference between the annual return of the index-tracking UCITS and the annual return of the tracked index. Associated company: This term has the same meaning as is given to associated undertaking in the European Communities (Companies: Group Accounts) Regulations, 1992 (S.I. No. 201 of 1992). In general this states that companies are associated where a significant influence may be exercised by one company over the operating and financial policy of another. This is deemed to

4 be the case where 20 % or more of the voting rights in one company are owned directly or indirectly by another. Central Bank's Licensing Requirements: The Licensing and Supervision Requirements and Standards for Credit Institutions as issued by the Central Bank from time to time. Best execution: The best price available in the market, exclusive of any charges but taking account of any other exceptional circumstances such as counterparty risk, order size or client instructions. Board of directors: The board of directors of the management company or selfmanaged investment company. Client: Any natural or legal person, or any other undertaking including a UCITS, to whom a management company provides a service of collective portfolio management or, in the case of a management company, services pursuant to Regulation 16(2)(a). Collective portfolio management: Management of UCITS and other collective investment undertakings. Management includes the functions of investment management, administration and marketing. CIS: undertaking. This term refers to a UCITS or non-ucits collective investment Credit institution: A credit institution within the meaning of Directive 2006/48/EC. Credit ratings: References to credit ratings are made in some of the notices. The ratings referred to are Standard and Poors. An equivalent rating for the purposes of these notices is one which has been provided by an internationally recognised rating agency and which is deemed equivalent to the rating stipulated in the notice. An implied rating arises where a decision on an

5 unrated entity is made by a UCITS on the basis of a relationship between an issuer and its rated parent, or where an issuer has a senior debt/long term rating but no short term rating. Counterparty risk: The risk of loss for the UCITS resulting from the fact that the counterparty to a transaction may default on its obligations prior to the final settlement of the transaction s cash flow. Durable medium: An instrument which enables an investor to store information addressed personally to that investor in a way that is accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored. ESMA: European Securities and Markets Authority Fund Administration Services: The administration of CIS, including the performance of valuation services or fund accounting services or acting as transfer agents or registration agents for such CIS. Group companies: Companies which are included in the same group for the purposes of consolidated accounts, as defined in accordance with Directive 83/349/EEC 1 or in accordance with recognised international accounting rules. Indicative net asset value: A measure of the intraday value of the net asset value of a UCITS ETF based on the most up-to-date information. The indicative net asset value is not the value at which investors on the secondary market purchase and sell their units. Index-tracking UCITS: A UCITS the strategy of which is to replicate or track the performance of an index or indices, for example, through synthetic or physical replication. 1 Seventh Council Directive of 13 June 1983 based on article 54(3)(g) of the Treaty on consolidated accounts

6 Index-tracking leveraged UCITS: A UCITS the strategy of which is to have a leveraged exposure to an index or exposure to a leveraged index. Individual portfolio management: Discretionary portfolio management on a client-by-client basis. Investment and borrowing restrictions: For the purposes of the application of investment and borrowing restrictions, references in Notices UCITS 9, UCITS 10 and UCITS 11 to "assets" and "value of the fund" means net assets of a UCITS. UCITS may be established with mixed investment objectives. In these circumstances the investment restrictions applicable to particular types of assets apply to the net asset value of the UCITS as a whole. Liquid: money market instruments/transferable securities are regarded as being liquid where they can be repurchased, redeemed or sold at limited cost, in terms of low fees and narrow bid/offer spread, and with very short settlement delay. Liquidity risk: The risk that a position in the UCITS portfolio cannot be sold, liquidated or closed at limited cost in an adequately short time frame and that the ability of the UCITS to comply at any time with Regulation 104(1) is thereby compromised. Management company: A company whose regular business is collective portfolio management. Market risk: The risk of loss for the UCITS resulting from fluctuation in the market value of positions in the UCITS portfolio attributable to changes in market variables, such as interest rates, foreign exchange rates, equity and commodity prices or an issuer s credit worthiness. Multilateral trading facility: A multilateral trading facility as defined in Article 14 of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.

7 Operational risk: The risk of loss for the UCITS resulting from inadequate internal processes and failures in relation to people and systems of the management company/self-managed investment company or from external events, and includes legal and documentation risk and risk resulting from the trading, settlement and valuation procedures operated on behalf of the UCITS. Related company: This term has the same meaning as in the Companies Act, 1990 (Section 140(5)). In general this states that companies are related where 50 % of the paid up capital of, or 50 % of the voting rights in, one company are owned directly or indirectly by another. Relevant person: In the case of a UCITS management company or selfmanaged investment company a relevant person means any of the following: a) a director, partner or equivalent, or manager of the management company or investment company; b) an employee of the management company or investment company, as well as any other natural person whose services are placed at the disposal and under the control of the management company or investment company and who is involved in the provision by the management company or investment company of collective portfolio management; c) a natural person who is directly involved in the provision of services to the management company under a delegation arrangement to third parties for the purpose of the provision by the management company of collective portfolio management. Senior management: The person or persons who effectively conduct the business of a management company or self-managed investment company in accordance with Regulation 17(1)(c). Supervisory function: The relevant persons or body or bodies responsible for the supervision of its senior management and for the assessment and periodical review of the adequacy and effectiveness of the risk management process and of

8 the policies, arrangements and procedures put in place to comply with the obligations under the Regulations. Tracking error: The volatility of the difference between the return of the index-tracking UCITS and the return of the index or indices tracked. Trustee: The trustee function in respect of a unit trust, a common contractual fund or an investment company includes the custodian function. Unitholder: This term means any natural or legal person holding one or more units in a UCITS and applies to a shareholder in the case of an investment company, a participant in a common contractual fund and a unitholder in the case of a unit trust. UCITS ETF: A UCITS ETF is a UCITS at least one unit or share class of which is traded throughout the day on at least one regulated market or multilateral trading facility with at least one market maker which takes action to ensure that the stock exchange value of its units does not significantly vary from its net asset value and where applicable its indicative net asset value. Units: This term applies to shares of an investment company and units of a unit trust or a common contractual fund. Central Bank of Ireland February 2013

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10 LIST of UCITS NOTICES UCITS 1 UCITS 2 Information and document requirements of the Central Bank of Ireland in support of an application for authorisation as a UCITS Supervisory and reporting requirements and conditions for UCITS management companies, UCITS self-managed investment companies and administration companies authorised by the Central Bank of Ireland July February UCITS 3 Trustees - eligibility criteria July UCITS 4 Trustees duties, supervisory and reporting requirements and conditions December UCITS 5 Supervisory and reporting requirements and conditions for UCITS authorised by the Central Bank of Ireland December UCITS 6 Prospectus February UCITS 7 Information to be included in the monthly returns July UCITS 8 Publication of annual and half-yearly reports May UCITS 9 Eligible assets and investment restrictions July UCITS 10 Financial derivative instruments October UCITS 11 Borrowing powers December UCITS 12 Techniques and instruments, including Repurchase/Reverse Repurchase Agreements and Securities Lending, for the purposes of efficient portfolio management March UCITS 13 Umbrella UCITS December UCITS 14 Dealings by promoter, manager, trustee, investment adviser and group companies May UCITS 15 Cross-border notification of UCITS December UCITS 16 Code of conduct in relation to collective portfolio management July UCITS 17 Money Market Funds July

11 UCITS 18 Master-Feeder Structures December UCITS 19 Key Investor Information Document February UCITS 20 Exchange Traded Funds February UCITS 21 Financial Indices February Annex I Capital compliance requirement guidance and regulatory report February Annex II Requirements on outsourcing of administration activities in relation to CIS July Central Bank of Ireland October 2013

12 UCITS 1.3 Undertakings for Collective Investment in Transferable Securities Information and document requirements of the Central Bank of Ireland in support of an application for authorisation as a UCITS Obligations are derived directly from provisions of the Regulations, or are conditions imposed by the Central Bank of Ireland (the Central Bank) under Regulation 123(3) of the Regulations. General Information Required for all UCITS An application for authorisation of a UCITS shall be made in writing to the Central Bank. Applications must contain the following information: 1. the name of the UCITS; 2. a statement of the general nature of the investment objectives of the UCITS; 3. the prospectus; 4. the full name and address of the promoter of the UCITS. Sufficient information concerning the promoter to enable the Central Bank to be satisfied as to its expertise, integrity and adequacy of financial resources. This information should include, inter alia, details of shareholders, latest audited accounts and details of overseas regulatory status (if any), in accordance with Guidance Note 2/96 Promoters of Collective Investment Schemes; 5. where a UCITS proposes to employ the services of a management company the following information is to be supplied in respect of that company: (i) (ii) full name and address; memorandum and articles of association; (iii) the names of the directors, the company secretary, and the shareholders; (iv) sufficient information in respect of all directors and shareholders to enable the Central Bank to be satisfied that they have appropriate expertise and 1

13 are of good reputation and, in the case of shareholders, that they have appropriate financial resources, in accordance with Notice UCITS 2 and Guidance Note 4/07; 6. the full name and address of the proposed trustee; 7. the full name and address of the proposed investment manager, if it is different from the management company or investment company and a copy of the relevant agreement with the investment manager. Sufficient information concerning the investment manager to enable the Central Bank to be satisfied as to its expertise, integrity and adequacy of financial resources. This information should include, inter alia, details of shareholders, latest audited accounts and details of the overseas regulatory status (if any), in accordance with Policy Document - Investment managers and investment advisers to authorised collective investment schemes (CIS) approval and disclosure - November 2004; 8. the full name and address of the auditor; 9. the full name and address of any third party which has been contracted by the UCITS, or management company acting for the UCITS, to carry out its work and copies of the relevant agreements with the third party. Sufficient information concerning any third party involved to enable the Central Bank to be satisfied as to its expertise, integrity and adequacy of financial resources. This information should include, inter alia, details of shareholders, latest audited accounts and details of overseas regulatory status (if any); 10. such additional information as the Central Bank may specify in the course of determining individual applications. Additional Information Required for Unit Trusts and Common Contractual Funds An application for authorisation of a unit trust scheme or a common contractual fund shall be made in writing to the Central Bank by the management company. Applications must contain the following additional information: 2

14 11. the trust deed or deed of constitution; 12. the agreement with the trustee, in the case of a common contractual fund. Additional Information Required for Investment Companies An application for authorisation of an investment company shall be made in writing to the Central Bank by the investment company. Applications must contain the following additional information: 13. the full name and address of the investment company and the memorandum and articles of association; 14. the names of the directors and the company secretary. Sufficient information in respect of all directors to enable the Central Bank to be satisfied that they have appropriate expertise and are of good reputation. This information should include, inter alia, a curriculum vitae in the case of each director; 15. a copy of the agreement between the company and the trustee. Applications All applications should be addressed to: Funds Authorisation Unit Securities and Markets Supervision Division Central Bank of Ireland Block D Iveagh Court Harcourt Road Dublin 2. Central Bank of Ireland July

15 UCITS 2.6 Undertakings for Collective Investment in Transferable Securities Supervisory and reporting requirements and conditions for UCITS management companies, UCITS self-managed investment companies and administration companies authorised by the Central Bank of Ireland Obligations are derived directly from provisions of the Regulations, or are conditions imposed by the Central Bank of Ireland (the Central Bank) under Regulation 123(3) of the Regulations. UCITS management companies A management company may be authorised to provide collective portfolio management and individual portfolio management services. It may not be authorised solely to provide individual portfolio management services. A management company which is authorised to provide individual portfolio management services may also be authorised to provide investment advice and safekeeping and administration in relation to units of collective investment schemes. UCITS self-managed investment companies A UCITS investment company, which does not designate a management company, (a self-managed investment company), is also subject to this Notice. The applicable requirements are specified in paragraph 95. In accordance with the Regulations, management companies, and where relevant selfmanaged investment companies, must take into account the nature, scale and complexity of their business and the nature and range of services and activities undertaken in the course of that business when applying certain requirements of the Regulations, which are also included in this Notice. The relevant requirements are set out in paragraphs 23(ii), 24, 25, 46, 50, 52, 59, and 77. The business plan submitted by a management company or self-managed investment company, in accordance with paragraph 2 must outline the range of activities to be undertaken at the outset and indicate how the relevant requirements have been addressed. The business plan must be updated to take account of any material increase in the activities carried out by the management company which would affect these requirements. Application requirements 1. The Central Bank may not grant authorisation to a management company unless inter alia:

16 (i) (ii) the applicant is a body corporate with its registered office and its head office in Ireland; it meets with specific capital requirements; (iii) its shareholders, directors and managers satisfy tests in relation to fitness and probity; (iv) its directors and managers are sufficiently experienced in relation to the type of CIS, both UCITS and non-ucits, to be managed; and (v) its group structure does not prevent the effective supervision by the Central Bank. 2. An application for authorisation as a management company must be made by submitting: (i) (ii) (iii) A completed application form signed by two directors of the applicant management company; Completed individual questionnaires (IQ) in respect of; (a) each director and senior manager; (b) each individual who has a direct or indirect holding of shares or other interest in the proposed management company, which represents 10% or more of the capital or voting rights in the management company; (c) any other individual who is in a position to exercise a significant influence over the management of the management company. A detailed business plan which takes account of the requirements of Regulation 18. Organisational requirements 3. A management company must ensure that when allocating functions internally, senior management and, where appropriate, the supervisory function, are responsible for the management company s compliance with its obligations under the Regulations. 4. A management company shall ensure that its senior management: (i) (ii) is responsible for the implementation of the general investment policy for each managed CIS, as defined, where relevant, in the prospectus, the trust deed, deed of constitution or the instruments of incorporation of an investment company; oversees the approval of investment strategies for each managed CIS; (iii) is responsible for ensuring that the management company has a permanent and effective compliance function, even if this function is performed by a third party; 5

17 (iv) ensures and verifies on a periodic basis that the general investment policy, the investment strategies and the risk limits of each managed CIS are properly and effectively implemented and complied with, even if the risk management function is performed by third parties; (v) approves and reviews on a periodic basis the adequacy of the internal procedures for undertaking investment decisions for each managed CIS, so as to ensure that such decisions are consistent with the approved investment strategies; (vi) approves and reviews on a periodic basis the risk management policy and arrangements, processes and techniques for implementing that policy including the risk limit system for each managed CIS. The responsibilities set out in sub-paragraphs (i) - (vi) cannot be delegated and must be carried out by senior management. 5. A management company shall ensure that senior management and, where appropriate, the supervisory function shall: (i) (ii) assess and periodically review the effectiveness of the policies, arrangements and procedures put in place to comply with the obligations in the Regulations; take appropriate measures to address any deficiencies. 6. A management company must ensure that senior management and, where appropriate, the supervisory function receives on a frequent basis, and at least annually, written reports on matters of compliance, internal audit and risk management indicating in particular whether appropriate remedial measures have been taken in the event of any deficiencies. 7. A management company must ensure that senior management receives on a regular basis reports on the implementation of investment strategies and of the internal procedures for taking investment decisions, referred to in paragraph 4(ii) (v) above. 8. A management company must establish, implement and maintain decision making procedures and an organisational structure which clearly and in a documented manner specifies reporting lines and allocates functions and responsibilities. The board must appoint a Chairman on a permanent basis. 6

18 9. The organisation of a management company must be structured such that no one person can decide on the direction of the management company without the endorsement of another. 10. In accordance with good corporate governance principles, the Central Bank considers that the board of a management company is responsible as a whole for the following managerial functions: (i) decision making: The board must have clear responsibility and competence in relation to all material decisions affecting the operation and conduct of the business of the management company; (ii) monitoring compliance: The board must put in place procedures designed to ensure compliance with all applicable legal and regulatory requirements of the management company itself and all CIS under management; (iii) risk management: The board must put in place procedures designed to ensure that all applicable risks pertaining to the management company and to CIS under management can be identified, monitored and managed at all times; (iv) monitoring of investment policy, investment strategies and performance: The board must put in place procedures to ensure and verify that the investment policies and strategies of each CIS are complied with and to ensure availability of up to date information on portfolio performance; (v) financial control: The board must put in place procedures to ensure all relevant accounting records of the management company and of CIS under management are properly maintained and are readily available, including production of annual and half-yearly financial statements; (vi) monitoring of capital: The board must put in place procedures to ensure compliance with regulatory capital requirements; (vii) internal audit: The board must put in place procedures to ensure effective internal audit procedures for the management company and for CIS under management; (viii) supervision of delegates: The board must have clear structures in place for the ongoing monitoring of work delegated to third parties; (ix) complaints handling: The board must have arrangements in place to ensure that complaints from unitholders are addressed promptly and effectively; (x) accounting policies and procedures: The board must have procedures in place to ensure that proper accounting policies and procedures are employed in respect of the management company and all CIS under management. 11. (i) A management company may delegate functions subject to the provisions of the Regulations which inter alia require that measures are put in place 7

19 which enable the persons who conduct the business of the management company to monitor effectively at any time the activity of the undertaking to which the mandate is given. Moreover a management company shall not delegate functions to the extent that it becomes a letterbox entity. (ii) The liability of a management company shall not be affected by the delegation by the management company of any functions to third parties. Note: The Central Bank considers that in order for a management company to discharge its responsibilities under the Regulations, the management company must exercise care and diligence in choosing and appointing third parties, so as to ensure that the third party has and maintains the expertise, competence and standing appropriate to discharge the responsibilities concerned. The management company must maintain an appropriate level of supervision over the third parties and make appropriate inquiries from time to time to confirm that the obligations of the third party continue to be competently discharged. This does not purport to be a legal interpretation of the Regulations and the corresponding provisions of Directive 2009/65/EC. 12. Where a management company delegates activities the business plan must identify the board member or other individual ("designated persons") who will, on a day-to-day basis, monitor and control each of the individual activities identified in paragraph 10. The board of the management company must formally adopt a statement of responsibility in relation to the functions and the procedures which will apply in each case. 13. Where a management company delegates activities, the business plan must provide for the following requirements in relation to the reports to be received by the designated person and the required action, in the context of each function identified in paragraph 10: (i) (ii) Types of reports received: A list of reports which the designated person will receive from parties who have an involvement, by delegation or otherwise, in the performance of the function and the identity of those third parties. Frequency of the reports: The provisions relating to frequency must include procedures for immediate reporting to the designated person of all material issues which arise. 8

20 (iii) Action carried out: Circumstances in which action by a designated person is required and procedures to be followed by the designated person in this event, including escalation to the board. 14. A management company must ensure that all relevant persons are aware of the procedures which must be followed for the proper discharge of their responsibilities. 15. A management company must establish, implement and maintain adequate internal control mechanisms designed to secure compliance with decisions and procedures at all levels of the management company. 16. A management company must establish, implement and maintain effective internal reporting and communication of information at all levels of the management company as well as effective information flows with any third party involved. 17. A management company must maintain adequate and orderly records of its business and internal organisation. 18. A management company must establish, implement and maintain systems and procedures that are adequate to safeguard the security, integrity and confidentiality of information, taking into account the nature of the information in question. 19. A management company must establish, implement and maintain an adequate business continuity policy aimed at ensuring, in the case of an interruption to its systems and procedures, the preservation of essential data and functions, and the maintenance of services and activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of its services and activities. 9

21 20. (i) A management company must establish, implement and maintain accounting policies and procedures that enables the management company to deliver in a timely manner to the Central Bank financial accounts which reflect a true and fair view of its financial position and which comply with all applicable accounting standards and rules. (ii) Half-yearly financial and annual audited accounts of the management company must be submitted to the Central Bank. The half-yearly accounts must be submitted within two months and the annual accounts within four months of the relevant reporting period. Both half-yearly and annual accounts must be accompanied by the Minimum Capital Requirement Report, which forms part of these Notices. Annual audited accounts of the direct parents of the management company must also be submitted together with the accounts of any company within the group specified by the Central Bank. 21. A management company must monitor and, on a regular basis, evaluate the adequacy and effectiveness of its systems, internal control mechanisms and arrangements established in accordance with this Notice and to take appropriate measures to address any deficiencies. Directors 22. (i) Appointments to the office of director or alternate director require the prior approval of the Central Bank; (ii) Departures from the office of director and the reason for the departure must be notified to the Central Bank immediately; (iii) The board must not have directors in common with the board of the trustee of the CIS under management; (iv) A minimum of two directors must be Irish residents; (v) Directors are required to disclose to their board any concurrent directorships which they hold on the boards of authorised CIS and/or related entities which supply services to such CIS. 10

22 Resources 23. A management company must (i) (ii) satisfy the Central Bank, on a continuing basis, that it has adequate management resources to conduct its activities effectively. employ personnel with the skills, knowledge and expertise necessary for the discharge of the responsibilities allocated to them. 24. A management company must retain the necessary resources and expertise so as to effectively monitor the activities, including activities in relation to the valuation of OTC derivatives, carried out by third parties on the basis of an arrangement with the management company, especially with regard to the management of risk associated with those arrangements. 25. A management company must ensure that the performance of multiple functions by relevant persons does not and is not likely to prevent those relevant persons from discharging any particular function soundly, honestly and professionally. Capital 26. A UCITS management company must have at all times: (i) initial capital of at least 125,000 ( Initial Capital Requirement ) plus (ii) the Additional Amount (if required), as set out in paragraph 27; or one quarter of its total expenditure taken from the most recent annual accounts ( Expenditure Requirement ). (However the Central Bank reserves the right to increase this amount should it be deemed not to reasonably reflect the current position of the management company); whichever is higher ( Minimum Capital Requirement ). 27. When the net asset value of the CIS under management exceeds 250,000,000, a management company must provide an additional amount of capital equal to 0.02% of the amount by which the net asset value exceeds 250,000,000 ( Additional Amount ). A management company need not provide up to 50% of the Additional Amount if it benefits from a guarantee of the same amount given by a credit institution or insurance undertaking and the form of guarantee is approved by the Central Bank. 11

23 28. The total of the Initial Capital Requirement and the Additional Amount required to be held by a management company is not required to exceed 10,000, A management company is required to have financial resources, calculated in accordance with paragraph 6 of Minimum Capital Requirement Report, Notes on Compilation, (UCITS Management Company), at least equal to its Minimum Capital Requirement ( Financial Resources ). 30. A management company is required to hold the higher of the Expenditure Requirement or the Initial Capital Requirement in the form of Eligible Assets, as specified in paragraph 7 of Minimum Capital Requirement Report, Notes on Compilation (UCITS Management Company). Eligible Assets must be easily accessible and free from any liens or charges and maintained outside the management company s group. 31. A management company must be in a position to demonstrate its compliance with the Minimum Capital Requirement throughout the reporting period. 32. Any Subordinated Loan Capital or Eligible Capital Contribution, (as provided in paragraph 6.4 of Minimum Capital Requirement Report, Notes on Compilation, (UCITS Management Company)), incorporated in the calculation of Financial Resources (including repayment) is subject to the prior approval of the Central Bank. Subordinated Loan Capital may not be incorporated in the calculation of the Initial Capital Requirement. 33. Specific details and notes in relation to these requirements are contained in Minimum Capital Requirement Report, Notes on Compilation, (UCITS Management Company). This document and the Minimum Capital Requirement Report are contained in Annex I to these Notices. These documents may be amended from time to time and form part of the UCITS Notices. 12

24 Accounting procedures 34. (i) A management company must employ accounting policies and procedures for each CIS under management so as to ensure the protection of unitholders. (ii) The accounts of a CIS shall be kept in such a way that all assets and liabilities of the CIS can be directly identified at all times. (iii) If a CIS is an umbrella fund, separate accounts shall be maintained for each sub-fund. 35. A management company must establish, implement and maintain accounting policies and procedures in accordance with the accounting rules of the UCITS home Member States, so as to ensure that the calculation of the net asset value of each UCITS is accurately effected, on the basis of the accounting, and that subscription and redemption orders can be properly executed at that net asset value. 36. A management company must establish appropriate procedures to ensure the proper and accurate valuation of the assets and liabilities of a UCITS in accordance with the valuation rules of the UCITS home Member State. Recording of portfolio transactions 37. A management company must ensure, for each portfolio transaction relating to CIS under management, that a record of information which is sufficient to reconstruct the details of the order and the executed transaction is produced without delay. The record shall include: (i) the name or other designation of the CIS and of the person acting on account of the CIS; (ii) the details necessary to identify the instrument in question; (iii) the quantity; (iv) the type of order or transaction; (v) the price; (vi) for orders, the date and exact time of the transmission of the order and name or other designation of the person to whom the order was transmitted or for transactions, the date and exact time of the decision to deal and execution of the transaction; 13

25 (vii) the name of the person transmitting the order or executing the transaction; (viii) where applicable, the reasons for the revocation of the order; and (ix) for executed transactions, the counterparty and execution venue 1 identification. Recording of subscription and redemption orders 38. A management company must take all reasonable steps to ensure that the CIS subscription and redemption orders received are centralised and recorded immediately after receipt of any such order. The record shall include information on the following: (i) (ii) the relevant CIS; the person giving or transmitting the order; (iii) the person receiving the order; (iv) the date and time of the order; (v) the terms and means of payment; (vi) the type of order; (vii) the date of execution of the order; (viii) the number of units subscribed or redeemed; (ix) the subscription or redemption price for each unit; (x) the total subscription or redemption value of the units; and (xi) the gross value of the order including charges for subscription or net amount after charges for redemption. Electronic data processing 39. A management company must make appropriate arrangements for suitable electronic systems so as to permit the timely and proper recording of each portfolio transaction or subscription or redemption order. 1 An execution venue shall mean a regulated market as referred to under Article 4(1)(14) of Directive 2004/39/EC, a multilateral trading facility as referred to in Article 4(1)(15) of that Directive, a systematic internaliser as referred to in Article 4(1)(7) of that Directive, or a market maker or other liquidity provider or an entity that performs a similar function in a third country to the functions performed by any of the foregoing. 14

26 40. A management company must ensure a high level of security during the processing of electronic data as well as the integrity and confidentiality of the recorded information. Recordkeeping requirements 41. A management company shall retain, in a readily accessible form, for a period of at least six years, a full record of each transaction entered into by it (whether on its own behalf or on behalf of CIS under management) and all records required to demonstrate compliance with the provisions of the Regulations, including conditions imposed by the Central Bank and any records required by the Central Bank under Regulation 126. Original documentation should be retained where appropriate. Any record shall be produced for inspection to the Central Bank within a reasonable period of time and, where it is not retained in legible form, must be capable of being reproduced in that form. 42. In the event of the termination of its authorisation by the Central Bank, a management company is required to retain the records referred to in paragraph 41 for the outstanding term of the six year period. 43. Where a management company transfers its responsibilities in relation to a CIS to another management company, the transferring management company must ensure that records for the past six years are accessible to the receiving management company. 44. A management company must have adequate procedures for the maintenance, security, privacy and preservation of records and working papers belonging to the management company or to CIS under management so that they are reasonably safeguarded against loss, unauthorised access, alteration or destruction. 45. The records shall be retained in a medium that allows the storage of information in a way accessible for future reference by the Central Bank, and in such form and manner that the following conditions are met: 15

27 (i) (ii) the Central Bank must be able to access them readily and to reconstitute each key stage of the processing of each portfolio transaction; it must be possible for any corrections or other amendments, and the contents of the records prior to such corrections or amendments, to be easily ascertained; and (iii) it must not be possible for the records to be otherwise manipulated or altered. Permanent compliance function 46. A management company must establish, implement and maintain adequate policies and procedures designed to detect any risk of failure by the management company to comply with its obligations under the Regulations, as well as the associated risks, and put in place adequate measures and procedures designed to minimise such risk and to enable the Central Bank to exercise its powers effectively under the Regulations. 47. A management company must establish and maintain a permanent and effective compliance function which operates independently and which has the following responsibilities: (i) to monitor and, on a regular basis, to assess the adequacy and effectiveness of the measures, policies and procedures put in place in accordance with paragraph 46 and the actions taken to address any deficiencies in the management company s compliance with its obligations; (ii) to advise and assist the relevant persons responsible for carrying out services and activities to comply with the management company s obligations under the Regulations. 48. In order to enable the compliance function referred to in paragraph 47 to discharge its responsibilities properly and independently, management companies shall ensure that the following conditions are satisfied: (i) the compliance function must have the necessary authority, resources, expertise and access to all relevant information; (ii) a compliance officer must be appointed and must be responsible for the compliance function and for any reporting on a frequent basis, and at least annually, to the senior management on matters of compliance, indicating in particular whether the appropriate remedial measures have been taken in the event of any deficiencies; 16

28 (iii) the relevant persons involved in the compliance function must not be involved in the performance of services or activities they monitor; and (iv) the method of determining the remuneration of the relevant persons involved in the compliance function must not compromise their objectivity and must not be likely to do so. A management company shall not be required to comply with sub-paragraphs (iii) or (iv) where it is able to demonstrate that in view of the nature, scale and complexity of its business and the nature and range of its services and activities, that requirement is not proportionate and that its compliance function continues to be effective. Permanent internal audit function 49. A management company must, where appropriate and proportionate in view of the nature, scale and complexity of the business and the nature and range of the collective portfolio management activities undertaken in the course of that business, to establish and maintain an internal audit function which is separate and independent from the other functions and activities of the management company. 50. The internal audit function referred to in paragraph 49 shall have the following responsibilities: (i) to establish, implement and maintain an audit plan to examine and evaluate the adequacy and effectiveness of a management company s systems, internal control mechanisms and arrangements; (ii) to issue recommendations based on the result of work carried out in accordance with paragraph 50(i); (iii) to verify compliance with the recommendations referred to in paragraph 50(ii); and (iv) to report in relation to internal audit matters in accordance with paragraph 6. Permanent risk management function 51. A management company must establish and maintain a permanent risk management function. 17

29 52. The risk management function referred to in paragraph 51 must be hierarchically and functionally independent from operating units. 53. A management company must be able to demonstrate that appropriate safeguards against conflicts of interest have been adopted so as to allow an independent performance of risk management activities and that its risk management process satisfies the requirements of Regulation The permanent risk management function must: (i) (ii) implement the risk management policy and procedures; ensure compliance with the UCITS risk limit system, including statutory limits concerning global exposure and counterparty risk in accordance with paragraphs 11 to 24 of Schedule 9 of the Regulations and Notice UCITS 10; (iii) provide advice to the board of directors as regards the identification of the risk profile of each managed UCITS; (iv) provide regular reports to the board of directors and, where it exists, the supervisory function, on: (v) (a) (b) (c) the consistency between the current levels of risk incurred by each managed UCITS and the risk profile agreed for that UCITS; the compliance of each managed UCITS with relevant risk limit systems; the adequacy and effectiveness of the risk management process, indicating in particular whether appropriate remedial measures have been taken in the event of any deficiencies; provide regular reports to the senior management outlining the current level of risk incurred by each managed UCITS and any actual or foreseeable breaches to their limits, so as to ensure that prompt and appropriate action can be taken; (vi) review and support, where appropriate, the arrangements and procedures for the valuation of OTC derivatives as referred to in paragraphs 25 to 28 of Schedule 9 to the Regulations and Notice UCITS 10. The risk management function must have the necessary authority and access to all relevant information necessary to fulfil the tasks set out in this paragraph. Personal transactions 55. A management company must establish, implement and maintain adequate arrangements aimed at preventing the following activities in the case of any relevant person who is involved in activities that may give rise to a conflict of 18

30 interest, or who has access to inside information within the meaning of Article 1(1) of Directive 2003/6/EC or other confidential information relating to CIS or transactions with or for CIS by virtue of an activity carried out by him on behalf of the management company. (i) (ii) entering into a personal transaction which fulfils at least one of the following criteria: (a) (b) (c) that person is prohibited from entering into that personal transaction within the meaning of Directive 2003/6/EC; it involves the misuse or improper disclosure of confidential information; it conflicts or is likely to conflict with an obligation of the management company under Directive 2009/65/EC or under Directive 2004/39/EC. advising or procuring, other than in the proper course of his employment or contract for services, any other person to enter into a transaction in financial instruments which, if a personal transaction of the relevant person, would be covered by point (i) of this paragraph or by points (a) or (b) of Article 25(2) of Directive 2006/73/EC, or would otherwise constitute a misuse of information relating to pending orders; and (iii) disclosing, other than in the normal course of his employment or contract for services and without prejudice to Article 3(a) of Directive 2003/6/EC, any information or opinion to any other person if the relevant persons know, or reasonably ought to know, that as a result of that disclosure that other person will or would be likely to take either of the following steps: (a) (b) to enter into a transaction in financial instruments which, where a personal transaction of the relevant person would be covered by point (i) of this paragraph or by points (a) or (b) of Article 25(2) of Directive 2006/73/EC, or would otherwise constitute a misuse of information relating to pending orders; or to advise or procure another person to enter into such a transaction. 56. The arrangements required under paragraph 55 shall in particular be designed to ensure that: (i) (ii) each relevant person covered by paragraph 55 is aware of the restrictions on personal transactions, and of the measures established by a management company in connection with personal transactions and disclosure, in accordance with paragraph 55; a management company is informed promptly of any personal transaction entered into by a relevant person, either by notification of that transaction or by other procedures enabling the management company to identify such transactions; (iii) Where certain activities are performed by third parties, a management company shall ensure that the entity performing the activity maintains a record of personal transactions entered into by any relevant person and 19

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