CHAPTER IIISUPERVISION AND ADMINISTRATIVE COOPERATION

Article 14

1.

Managers of qualifying venture capital funds that intend to use designation ‘F1RVECA’ for the marketing of their qualifying venture capital funds shall inform the F2FCA of their intention and shall provide the following information:

(a)

the identity of the persons who effectively conduct the business of managing qualifying venture capital funds;

(b)

the identity of the qualifying venture capital funds, the units or shares of which are to be marketed and their investment strategies;

(c)

information on the arrangements made for complying with the requirements of Chapter II;

F3(d)

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F4(e)

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2.

The F5FCA shall only register the manager of a qualifying venture capital fund if the following conditions are met:

(a)

the persons who effectively conduct the business of managing qualifying venture capital funds are of sufficiently good repute and are sufficiently experienced also in relation to the investment strategies pursued by the manager of a qualifying venture capital fund;

(b)

the information required under paragraph 1 is complete;

(c)

the arrangements notified according to point (c) of paragraph 1 are suitable for complying with the requirements of Chapter IIF6.

F4(d)

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3.

Registration under this Article shall be valid in the F7United Kingdom and shall allow managers of qualifying venture capital funds to market qualifying venture capital funds under the designation ‘F8RVECA ’ F9in the United Kingdom.

F104.

The F11FCA shall inform the manager as referred to in paragraph 1 whether it has been registered as a manager of a qualifying venture capital fund no later than two months after it has provided all the information referred to in that paragraph.

5.

A registration in accordance with this Article shall constitute a registration for the purposes of F12regulation 10(1) of the AIFM Regulations in respect of the management of qualifying venture capital funds.

6.

A manager of a qualifying venture capital fund as referred to in this Article shall notify the F13FCA of any material changes to the conditions for its initial registration in accordance with this Article before such changes are implemented.

If the F13FCA decides to impose restrictions or reject the changes referred to in the first subparagraph, it shall inform the manager of the qualifying venture capital fund, within one month of receipt of notification of those changes. The F14FCA may extend that period by up to one month where it considers this to be necessary due to the specific circumstances of the case, after having notified the manager of the qualifying venture capital fund. The changes may be implemented if the F15FCA does not oppose the changes within the relevant assessment period.

F167.

The FCA may make technical standards to specify further the information to be provided to it in the application for registration as set out in paragraph 1 and to specify further the conditions as set out in paragraph 2.

8.

The FCA may make technical standards on standard forms, templates and procedures for the provision of information to it in the application for registration set out in paragraph 1 and the conditions set out in paragraph 2.

F179.

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F10Article 14a

1.

Managers of collective investment undertakings F18who have permission under Part 4A of FSMA to carry on the regulated activity specified by article 51ZC of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (managing an AIF) shall apply for registration of the qualifying venture capital funds for which they intend to use the designation ‘F19RVECA’.

2.

The application for registration referred to in paragraph 1 shall be made to the F20FCA and shall include the following:

(a)

the rules or instruments of incorporation of the qualifying venture capital fund;

(b)

information on the identity of the depositary;

(c)

the information referred to in Article 14(1);

F21(d)

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For the purposes of point (c) of the first subparagraph, the information on the arrangements made for complying with the requirements of Chapter II shall refer to the arrangements made for complying with Articles 5 and 6 and points (c) and (i) of Article 13(1).

F223.

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4.

Managers as referred to in paragraph 1 shall not be required to provide information or documents which they have already provided under F23the law of the United Kingdom which was relied on immediately before IP completion day to implement Directive 2011/61/EU and its implementing measures—

(a)

as they have effect on IP completion day, in the case of rules made by the FCA or by the PRA under FSMA, and

(b)

as amended from time to time, in all other cases.

5.

Having assessed the documentation received in accordance with paragraph 2 F24..., the F25FCA shall register a fund as a qualifying venture capital fund if the manager of that fund meets the conditions laid down in Article 14(2).

6.

The F26FCA shall inform the manager as referred to in paragraph 1 whether that fund has been registered as a qualifying venture capital fund no later than two months after that manager has provided all the documentation referred to in paragraph 2.

7.

Registration under this Article shall be valid in the F27United Kingdom and shall allow the marketing of those funds F28in the United Kingdom under the designation ‘F29RVECA’.

F308.

The FCA may make technical standards to specify further the information to be provided to it in accordance with paragraph 2.

9.

The FCA may make technical standards on standard forms, templates and procedures for the provision of information to it in accordance with paragraph 2.

F3110.

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F32Article 14b

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F33Article 15

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F34Article 16

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F35Article 16a

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F6Article 17

1.

F36The FCA shall maintain a central database that is publicly accessible on the internet and that lists all managers of qualifying venture capital funds that use the designation ‘F37RVECA’ and the qualifying venture capital funds for which they use that designation F38....

2.

On its website, F39the FCA shall provide weblinks to the relevant information regarding third countries that fulfil the applicable requirement under point (d)(iv) of the first paragraph of Article 3.

Article 18

1.

The F40FCA shall supervise compliance with the requirements laid down in this Regulation.

F411a.

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F421b.

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F432.

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F443.

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F45Article 19

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F46Article 20

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Article 21

F61.

While respecting the principle of proportionality, the F47FCA shall take the appropriate measures referred to in paragraph 2, as applicable, where the manager of a qualifying venture capital fund:

(a)

fails to comply with the requirements that apply to portfolio composition, in breach of Article 5;

(b)

markets, in breach of Article 6, the units and shares of a qualifying venture capital fund to non-eligible investors;

F6(c)

uses the designation ‘F48RVECA’ but is not registered in accordance with Article 14, or the qualifying venture capital fund is not registered in accordance with Article 14a;

(d)

uses the designation ‘F49RVECA’ for the marketing of funds which are not established in accordance with point (b)(iii) of Article 3;

F6(e)

has obtained registration through false statements or any other irregular means, in breach of Article 14 or Article 14a;

(f)

fails to act honestly, fairly or with due skill, care or diligence, in conducting their business, in breach of point (a) of Article 7;

(g)

fails to apply appropriate policies and procedures for preventing malpractices, in breach of point (b) of Article 7;

(h)

repeatedly fails to comply with the requirements under Article 12 regarding the annual report;

(i)

repeatedly fails to comply with the obligation to inform investors in accordance with Article 13.

F62.

In the cases referred to in paragraph 1, the F50FCA shall, as appropriate:

(a)

take measures to ensure that the manager of a qualifying venture capital fund concerned complies with Articles 5 and 6, points (a) and (b) of Article 7 and Articles 12 to 14a, as applicable;

(b)

prohibit the manager of the qualifying venture capital fund concerned from using the designation ‘F51RVECA’ and remove that manager, or the qualifying venture capital fund concerned, from the register.

F523.

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4.

The right to market one or more qualifying venture capital funds under the designation ‘F53RVECA’ in the F54United Kingdom shall expire with immediate effect from the date of the decision of the F55FCA referred to in point (b) of paragraph 2.

F565.

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F10Article 21a

The powers conferred on F57the FCA in respect of AIFMs (as defined in regulation 4(1) of the AIFM Regulations) under FSMA or the AIFM Regulations, including those related to penalties, shall also be exercised with respect to the managers referred to in Article 2(2) of this Regulation.

F58Article 22

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Article 23

1.

All persons who work or who have worked for the F59FCA, as well as auditors and experts instructed by the F60FCA, are bound by the obligation of professional secrecy. No confidential information which those persons receive in the course of their duties shall be divulged to any person or authority whatsoever, save in summary or aggregate form such that managers of qualifying venture capital funds and qualifying venture capital funds cannot be individually identified, without prejudice to cases covered by criminal law and proceedings under this Regulation.

F612.

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F623.

Where the FCA receives confidential information under this Regulation, the FCA may use it only in the course of its duties and for the purpose of administrative and judicial proceedings.

F63Article 24

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