Paragraph 14 Financial Services and Markets Act 2000 (EEA Passport Rights) Regulations 2001

The Financial Services and Markets Act 2000 (EEA Passport Rights) Regulations 2001^f1 are amended as follows.

After regulation 2(5) (establishment of a branch: contents of consent notice) insert—

“(6)

In the case of an EEA AIFM, the prescribed information is—

(a)

a statement that the firm is an EEA AIFM;

(b)

the identity of the AIFs that the EEA AIFM intends to manage;

(c)

the organisational structure of the branch;

(d)

the address in the home state of each AIF that the EEA AIFM intends to manage from which documents relating to that AIF may be obtained;

(e)

the names and contact details of the persons responsible for the management of the branch.

(7)

In paragraph (6) “home state” in relation to an AIF means—

(a)

the EEA State in which the AIF is authorised or registered, or in the case of multiple authorisations or registrations, the EEA State in which the AIF was first authorised or registered; or

(b)

if the AIF is not authorised or registered in an EEA State, the EEA State in which it has its registered office or head office.”.

After regulation 3(4) (provision of services: contents of regulator’s notice) insert—

“(5)

In the case of an EEA AIFM, the prescribed information is—

(a)

a statement that the firm is an EEA AIFM;

(b)

if the EEA AIFM wishes to manage an AIF in the United Kingdom—

(i)

particulars of the programme of operations to be carried on in the United Kingdom, including a description of the particular EEA activities to be carried on; and

(ii)

the identity of the AIFs that the EEA AIFM intends to manage; and

(c)

if the EEA AIFM wishes to market an AIF in the United Kingdom—

(i)

the documents and information set out in Annex IV to the alternative investment fund managers directive; and

(ii)

a statement to the effect that the AIFM concerned is authorised to manage AIFs with a particular management strategy.”.

After regulation 7 (insurance firms: changes to services) insert—

“EEA AIFM: changes to branch details or services

7A.

(1)

An EEA AIFM which is exercising an EEA right in the United Kingdom deriving from the alternative investment fund managers directive must not make a material change to any of the matters referred to in regulation 2(6)(b) to (e) or 3(5)(b) or (c) unless the relevant requirement has been complied with.

(2)

Where the relevant requirement has been complied with, the EEA AIFM’s permission is to be treated as varied accordingly.

(3)

For the purposes of this regulation, the “relevant requirement” is that the home state regulator has informed the appropriate UK regulator that it has approved the proposed change.

(4)

In this regulation “the appropriate UK regulator” has the same meaning as in paragraph 14 of Schedule 3.”.

After regulation 17 (relevant details for purposes of regulation 16) insert—

“Full-scope UK AIFM: changes to branch details or services

17A.

(1)

A full-scope UK AIFM which has exercised an EEA right, deriving from the alternative investment fund managers directive, to establish a branch must not change and of the matters referred to in regulation 2(6)(b) to (e) unless the relevant requirements have been complied with.

(2)

A full-scope UK AIFM which is providing services in exercise of an EEA right deriving from the alternative investment fund managers directive, other than the EEA right to market an AIF, must not change—

(a)

the programme of operations, or the EEA activities, to be carried out in exercise of that right,

(b)

the EEA States, other than the United Kingdom, in which it manages AIFs, or

(c)

the identity of the AIFs it manages in those States,

unless the relevant requirements have been complied with.

(3)

A full-scope UK AIFM which is marketing an AIF in exercise of an EEA right deriving from the alternative investment fund managers directive, must not make a material change to any of the following matters, unless the relevant requirements have been complied with—

(a)

the programme of operations identifying the AIF the AIFM intends to market and information on where the AIF is established;

(b)

the AIF rules or instruments of incorporation;

(c)

identification of the depositary of the AIF;

(d)

the description of, or any information on, the AIF available to investors;

(e)

where the master AIF is established, if the AIF is a feeder AIF;

(f)

any additional information referred to in Article 23.1 of the alternative investment fund managers directive, for each AIF the AIFM intends to market;

(g)

the EEA States, other than the United Kingdom, in which the AIFM intends to market the units or shares of the AIF to professional investors;

(h)

information about arrangements made for the marketing of the AIF and, where relevant, arrangements established to prevent the AIF from being marketed to retail investors, including in the case where the AIFM relies on the activities of independent entities to provide investment services in respect of the AIF.

(4)

For the purposes of this regulation, the “relevant requirements” in the case of a planned change are that—

(a)

the AIFM has given written notice of the change to the appropriate UK regulator at least one month before implementing the change; and

(b)

either—

(i)

the appropriate UK regulator has consented to the change; or

(ii)

the appropriate UK regulator has not objected to the change in the period of one month beginning on the day on which the firm gave notice.

(5)

For the purposes of this regulation, the “relevant requirements” in the case of an unplanned change are that—

(a)

the AIFM has given written notice of the change to the appropriate UK regulator as soon as reasonably practicable and, at the latest, immediately after an unplanned change has occurred; and

(b)

the appropriate UK regulator has not objected to the change.

(6)

If a planned change would mean the AIFM no longer complied with an implementing provision, the appropriate UK regulator must inform the AIFM without undue delay that—

(a)

the FCA objects to the change; and

(b)

the AIFM must not implement the change.

(7)

If—

(a)

a planned change is implemented, or

(b)

an unplanned change takes place,

as a result of which the AIFM no longer complies with an implementing provision, the appropriate UK regulator must take steps to ensure that the AIFM complies with that provision or ceases to exercise the EEA right.

(8)

If a change notified under paragraph (4)(a) or (5)(a) does not affect compliance with an implementing provision, the appropriate UK regulator must—

(a)

give a notice to the host state regulator informing it of the change; and

(b)

inform the firm that it has given the notice, stating the date on which it did so.

(9)

If the appropriate UK regulator objects to a change under paragraph (6), takes steps under paragraph (7) or refuses to give notice to the host state regulator under paragraph (8)—

(a)

the AIFM may refer the matter to the Tribunal; and

(b)

the appropriate UK regulator must give notice to the AIFM of the reasons for its decision to object, to take such steps or to refuse to give such notice.

(10)

In this regulation—

• “depositary” has the meaning given in regulation 2 of the Alternative Investment Fund Managers Regulations 2013;

• “feeder AIF” has the meaning given in Article 4.1(m) of the alternative investment fund managers directive;

• “implementing provision” means a provision implementing the alternative investment fund managers directive or a provision of any directly applicable EU regulation made under that directive;

• “master AIF” has the meaning given in Article 4.1(y) of that directive;

• “retail investor” has the meaning given in Article 4.1(aj) of that directive.”.