
CHAPTER I
Article 1 
This Regulation lays down uniform requirements and conditions for managers of collective investment undertakings that wish to use the designation ‘RVECA’ in relation to the marketing of qualifying venture capital funds in the  United Kingdom.
It also lays down ... rules for the marketing of qualifying venture capital funds to eligible investors  in the United Kingdom, for the portfolio composition of qualifying venture capital funds, for the eligible investment instruments and techniques to be used by qualifying venture capital funds as well as for the organisation, conduct and transparency of managers that market qualifying venture capital funds  in the United Kingdom.
Article 2 

1. This Regulation applies to managers of collective investment undertakings as defined in point (a) of Article 3 that meet the following conditions:
(a) their assets under management in total do not exceed the threshold referred to in  regulation 9(1)(a) of the AIFM Regulations;
(b) they are established in the  United Kingdom;
(c) they are subject to registration with the FCA in accordance with regulation 10 of the AIFM Regulations; and
(d) they manage portfolios of qualifying venture capital funds.
2. Articles 3 to 6, Article 12, points (c) and (i) of Article 13(1), Articles 14a                            , 17, 18... 21 and 21a of this Regulation shall apply to managers of collective investment undertakings  who 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 2001and who manage  portfolios of qualifying venture capital funds and intend to use the designation ‘RVECA
                        ’ in relation to the marketing of those funds in the  United Kingdom.
3. Where managers of qualifying venture capital funds are external managers and are registered in accordance with Article 14, they may additionally manage                        UK UCITS (which has the meaning given in section 237 of FSMA).
Article 3 
For the purposes of this Regulation, the following definitions apply:

((a)) ‘collective investment undertaking’ means an AIF as defined in  regulation 3 of the AIFM Regulations;
((aa)) “UK insurance undertaking” means an undertaking which—

((i)) has its registered office, or (if it has no registered office) its head office, in the United Kingdom;
((ii)) has, or is treated as having, permission under Part 4A of FSMA to carry on one or more regulated activities; and
((iii)) would have required authorisation in accordance with Article 14 of the Solvency 2 Directive, were the United Kingdom a Member State;
((b)) ‘qualifying venture capital fund’  , unless the contrary intention appears, means a collective investment undertaking that:

((i)) intends to invest at least 70 % of its aggregate capital contributions and uncalled committed capital in assets that are qualifying investments, calculated on the basis of amounts investible after deduction of all relevant costs and holdings in cash and cash equivalents, within a time frame laid down in its rules or instruments of incorporation;
((ii)) does not use more than 30 % of its aggregate capital contributions and uncalled committed capital for the acquisition of assets other than qualifying investments, calculated on the basis of amounts investible after deduction of all relevant costs and holdings in cash and cash equivalents;
((iii)) is established within the  United Kingdom;
((c)) ‘manager of a qualifying venture capital fund’ means a legal person the regular business of which is managing at least one qualifying venture capital fund;
((d)) ‘qualifying portfolio undertaking’ means an undertaking that—

((i)) at the time of the first investment by the qualifying venture capital fund in that undertaking complies with one of the following conditions:

 — the undertaking is not admitted to trading on a UK regulated market, an EU regulated market, a UK multilateral trading facility or an EU multilateral trading facility (as defined in points (13A), (13B), (14A) and (14B) of Article 2(1) of the Markets in Financial Instruments Regulation 2014) and employs up to 499 persons,
 — the undertaking is a small and medium-sized enterprise (as defined in Article 4(1)(13) of Directive 2014/65/EU), which is listed on an EU SME growth market (which has the meaning given to an  “SME growth market” in Article 4(1)(12) of Directive 2014/65/EU) or a UK SME growth market (which means a MTF that is registered as an SME growth market in accordance with Part 5.10 of the Market Conduct sourcebook);
((ii)) is not itself a collective investment undertaking;
((iii)) is not one or more of the following—

— — a credit institution as defined in Article 4(1)(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms,
— — an investment firm as defined in Article 2(1A) of the Markets in Financial Instruments Regulation 2014,
— — a UK insurance undertaking,
— — an EU insurance undertaking, which has the meaning given to  ‘insurance undertaking’ in Article 13(1) of Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II),
— — a financial holding-company as defined in Article 4(1)(20) of Regulation 575/2013/EU of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012, or
— — a mixed-activity holding company as defined in Article 4(1)(22) of Regulation 575/2013/EU;
((iv)) is established within the United Kingdom, the territory of a Member State, or in a third country provided that the third country—

— — is not listed as a Non-Cooperative Country and Territory by the Financial Action Task Force on Anti-Money Laundering and Terrorist Financing,
— — has signed an agreement with the United Kingdom to ensure that the third country fully complies with the standards laid down in Article 26 of the OECD Model Tax Convention on Income and on Capital and ensures an effective exchange of information in tax matters, including any multilateral tax agreements;
((e)) ‘qualifying investments’ means any of the following instruments:

((i)) equity or quasi-equity instruments that are issued by:

— a qualifying portfolio undertaking and acquired directly by the qualifying venture capital fund from the qualifying portfolio undertaking,
— a qualifying portfolio undertaking in exchange for an equity security issued by the qualifying portfolio undertaking, or
— an undertaking of which the qualifying portfolio undertaking is a majority-owned subsidiary and which is acquired by the qualifying venture capital fund in exchange for an equity instrument issued by the qualifying portfolio undertaking;
((ii)) secured or unsecured loans granted by the qualifying venture capital fund to a qualifying portfolio undertaking in which the qualifying venture capital fund already holds qualifying investments, provided that no more than 30 % of the aggregate capital contributions and uncalled committed capital in the qualifying venture capital fund is used for such loans;
((iii)) shares of a qualifying portfolio undertaking acquired from existing shareholders of that undertaking;
((iv)) units or shares of one or several other qualifying venture capital funds, provided that those qualifying venture capital funds have not themselves invested more than 10 % of their aggregate capital contributions and uncalled committed capital  in— 
(aa) qualifying venture capital funds,
(bb) European qualifying venture capital funds (which has the meaning given to  ‘qualifying venture capital funds’ in Article 3(3)(b) of Regulation (EU) 345/2013 of the European Parliament and of the Council of 17 April 2013 on European venture capital funds as it applies in the European Union, as amended from time to time),
(cc) a combination of the funds specified in point (aa) and (bb)
((v)) an instrument falling within Article 3(e)(iv) of Regulation (EU) 345/2013 as it applies in the European Union, as amended from time to time;
((f)) ‘relevant costs’ means all fees, charges and expenses which are directly or indirectly borne by investors and which are agreed between the manager of a qualifying venture capital fund and the investors therein;
((g)) ‘equity’ means ownership interest in an undertaking, represented by the shares or other forms of participation in the capital of the qualifying portfolio undertaking, issued to its investors;
((h)) ‘quasi-equity’ means any type of financing instrument which is a combination of equity and debt, where the return on the instrument is linked to the profit or loss of the qualifying portfolio undertaking and where the repayment of the instrument in the event of default is not fully secured;
((i)) ‘marketing’ means a direct or indirect offering or placement at the initiative of the manager of a qualifying venture capital fund, or on its behalf, of units or shares of a venture capital fund it manages to or with investors domiciled or with a registered office in the  United Kingdom;
((j)) ‘committed capital’ means any commitment pursuant to which an investor is obliged, within the time frame laid down in the rules or instruments of incorporation of the qualifying venture capital fund, to acquire an interest in, or to make capital contributions to, that fund;
((k)) ...
((l)) ...
((m)) ...

((n)) ...
((o)) ‘the FCA’ means the Financial Conduct Authority;
((p)) ‘FSMA’ means the Financial Services and Markets Act 2000;
((q)) ‘the AIFM Regulations’ means the Alternative Investment Fund Managers Regulations 2013;
((r)) ‘the Markets in Financial Instruments Regulation 2014’ means Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as that Regulation forms part of domestic law.Any reference in this Regulation to a sourcebook is to a sourcebook in the Handbook of Rules and Guidance published by the FCA containing rules made and guidance issued by the FCA under FSMA as the sourcebook has effect on  IP completion day.
In regard to point (c) of the first subparagraph, where the legal form of a qualifying venture capital fund permits internal management and where the governing body of the fund does not appoint an external manager, the qualifying venture capital fund itself shall be registered as the manager of a qualifying venture capital fund in accordance with Article 14. A qualifying venture capital fund that is registered as an internal manager of a qualifying venture capital fund shall not be registered as an external manager of a qualifying venture capital fund of other collective investment undertakings.
CHAPTER II
Article 4 
Managers of qualifying venture capital funds that comply with the requirements set out in this Chapter shall be entitled to use the designation ‘RVECA’ in relation to the marketing of qualifying venture capital funds in the  United Kingdom.
Article 5 

1. Managers of qualifying venture capital funds shall ensure that, when acquiring assets other than qualifying investments, no more than 30 % of the fund’s aggregate capital contributions and uncalled committed capital is used for the acquisition of such assets. The 30 % threshold shall be calculated on the basis of amounts investible after the deduction of all relevant costs. Holdings in cash and cash equivalents shall not be taken into account for calculating that threshold as cash and cash equivalents are not to be considered as investments.
2. Managers of qualifying venture capital funds shall not employ at the level of the qualifying venture capital fund any method by which the exposure of the fund will be increased beyond the level of its committed capital, whether through borrowing of cash or securities, the engagement into derivative positions or by any other means.
3. Managers of qualifying venture capital funds may only borrow, issue debt obligations or provide guarantees at the level of the qualifying venture capital fund where such borrowings, debt obligations or guarantees are covered by uncalled commitments.
Article 6 

1. Managers of qualifying venture capital funds shall market the units and shares of qualifying venture capital funds exclusively to investors which are considered to be professional clients in accordance with                        Part 2 of Schedule 1 to the Markets in Financial Instruments Regulation 2014  or which may, on request, be treated as professional clients in accordance with  Part 3 of Schedule 1 to the Markets in Financial Instruments Regulations 2014, or to other investors that:
(a) commit to investing a minimum of EUR 100 000; and
(b) state in writing, in a separate document from the contract to be concluded for the commitment to invest, that they are aware of the risks associated with the envisaged commitment or investment.
2. Paragraph 1 shall not apply to investments made by executives, directors or employees involved in the management of a manager of a qualifying venture capital fund when investing in the qualifying venture capital funds that they manage.
Article 7 
Managers of qualifying venture capital funds shall, in relation to the qualifying venture capital funds they manage:

((a)) act honestly, fairly and with due skill, care and diligence in conducting their activities;
((b)) apply appropriate policies and procedures for preventing malpractices that can reasonably be expected to affect the interests of the investors and the qualifying portfolio undertakings;
((c)) conduct their business activities in such a way as to promote the best interests of the qualifying venture capital funds they manage, the investors therein and the integrity of the market;
((d)) apply a high level of diligence in the selection and ongoing monitoring of investments in qualifying portfolio undertakings;
((e)) possess adequate knowledge and understanding of the qualifying portfolio undertakings in which they invest;
((f)) treat their investors fairly. This shall not preclude more favourable treatment of private investors than of a public investor, provided that such treatment is compatible with State aid rules, in particular Article 21 of Commission Regulation (EU) No 651/2014, and is disclosed in the fund’s rules or instruments of incorporation;
((g)) ensure that no investor obtains preferential treatment, unless such preferential treatment is disclosed in the rules or instruments of incorporation of the qualifying venture capital fund.
Article 8 

1. Where a manager of a qualifying venture capital fund delegates functions to third parties, the manager’s liability towards the qualifying venture capital fund or the investors therein shall remain unaffected. The manager shall not delegate functions to the extent that, in essence, it can no longer be considered to be the manager of a qualifying venture capital fund and to the extent that it becomes a letter-box entity.
2. Any delegation of functions under paragraph 1 shall not undermine the effectiveness of supervision of the manager of a qualifying venture capital fund, and, in particular, shall not prevent that manager from acting, or the qualifying venture capital fund from being managed, in the best interests of the investors therein.
Article 9 

1. Managers of qualifying venture capital funds shall identify and avoid conflicts of interest and, where they cannot be avoided, manage and monitor and, in accordance with paragraph 4, disclose promptly, those conflicts of interest in order to prevent them from adversely affecting the interests of the qualifying venture capital funds and the investors therein and to ensure that the qualifying venture capital funds they manage are fairly treated.
2. Managers of qualifying venture capital funds shall identify in particular those conflicts of interest that may arise between:
(a) managers of qualifying venture capital funds, persons who effectively conduct the business of those managers, employees of, or any person who directly or indirectly controls or is controlled by, those managers, and the qualifying venture capital fund managed by those managers, or the investors therein;
(b) the qualifying venture capital fund or the investors therein, and another qualifying venture capital fund managed by the same manager, or the investors therein;
(c) the qualifying venture capital fund or the investors therein, and a collective investment undertaking or UCITS managed by the same manager, or the investors therein.
3. Managers of qualifying venture capital funds shall maintain and operate effective organisational and administrative arrangements in order to comply with the requirements set out in paragraphs 1 and 2.
4. Disclosures of conflicts of interest as referred to in paragraph 1 shall be provided, where organisational arrangements made by a manager of a qualifying venture capital fund to identify, prevent, manage and monitor conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to investors’ interests will be prevented. A manager of a qualifying venture capital fund shall disclose in clear terms the general nature or sources of conflicts of interest to the investors before undertaking business on their behalf.
5. The  Treasury may by Regulations specify:
(a) the types of conflicts of interest referred to in paragraph 2 of this Article;
(b) the steps that managers of qualifying venture capital funds must take, in terms of structures and organisational and administrative procedures in order to identify, prevent, manage, monitor and disclose conflicts of interest.
Article 10 

1. At all times, managers of qualifying venture capital funds shall have sufficient own funds and shall use adequate and appropriate human and technical resources as necessary for the proper management of the qualifying venture capital funds that they manage.
2. Both internally managed qualifying venture capital funds and external managers of qualifying venture capital funds shall have an initial capital of EUR 50 000.
3. Own funds shall at all times amount to at least one eighth of the fixed overheads incurred by the manager in the preceding year. The  FCA  may adjust that requirement in the event of a material change to the manager’s business since the preceding year. Where the manager of a qualifying venture capital fund has not completed a year of business, the requirement shall amount to one eighth of the fixed overheads expected in its business plan, unless FCA requires an adjustment to that plan.
4. Where the value of the qualifying venture capital funds managed by the manager exceeds EUR 250 000 000, the manager shall provide an additional amount of own funds. That additional amount shall be equal to 0,02 % of the amount by which the total value of the qualifying venture capital funds exceeds EUR 250 000 000.
5. The  FCA  may authorise the manager of qualifying venture capital funds not to provide up to 50 % of the additional amount of own funds referred to in paragraph 4 if that manager benefits from a guarantee for the same amount given by a credit institution or an insurance undertaking which has its registered office in  the United Kingdom, or in a third country where it is subject to prudential rules which FCA considers to be equivalent to those laid down in  the law of the United Kingdom.
6. Own funds shall be invested in liquid assets or assets readily convertible to cash in the short term and shall not include speculative positions.
Article 11 

1. Rules for the valuation of assets shall be laid down in the rules or instruments of incorporation of the qualifying venture capital fund and shall ensure a sound and transparent valuation process.
2. The valuation procedures used shall ensure that the assets are valued properly and that the asset value is calculated at least annually.
Article 12 

1. Managers of qualifying venture capital funds shall make available an annual report to the  FCA  for each qualifying venture capital fund that they manage, by six months following the end of the financial year. The report shall describe the composition of the portfolio of the qualifying venture capital fund and the activities of the previous year. It shall also disclose the profits earned by the qualifying venture capital fund at the end of its life and, where applicable, the profits distributed during its life. It shall contain the audited financial accounts for the qualifying venture capital fund.The annual report shall be produced in accordance with existing reporting standards and the terms agreed between the managers of qualifying venture capital funds and the investors. Managers of qualifying venture capital funds shall provide the report to investors on request. Managers of qualifying venture capital funds and investors may agree to make additional disclosures to each other.
2. An audit of the qualifying venture capital fund shall be conducted at least annually. The audit shall confirm that money and assets are held in the name of the qualifying venture capital fund and that the manager of a qualifying venture capital fund has established and maintained adequate records and checks in respect of the use of any mandate or control over the money and assets of the qualifying venture capital fund and the investors therein.
3. Where the manager of a qualifying venture capital fund is required to make public an annual financial report in accordance with  rule 4.1.3 of the Disclosure Guidance and Transparency Rules sourcebook  in relation to the qualifying venture capital fund, the information referred to in paragraph 1 may be provided separately or as an additional part of the annual financial report.
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Article 13 

1. Managers of qualifying venture capital funds shall, in relation to the qualifying venture capital funds that they manage, inform their investors, prior to the investment decision of the latter, in a clear and understandable manner, of the following:
(a) the identity of that manager and any other service providers contracted by that manager in relation to their management of the qualifying venture capital funds, and a description of their duties;
(b) the amount of own funds available to that manager for maintaining the adequate human and technical resources necessary for the proper management of its qualifying venture capital funds;
(c) a description of the investment strategy and objectives of the qualifying venture capital fund, including:
((i)) the types of the qualifying portfolio undertakings in which it intends to invest;
((ii)) any other qualifying venture capital funds in which it intends to invest;
((iii)) the types of qualifying portfolio undertakings in which any other qualifying venture capital fund, as referred to in point (ii), intends to invest;
((iv)) the non-qualifying investments which it intends to make;
((v)) the techniques that it intends to employ; and
((vi)) any applicable investment restrictions;
(d) a description of the risk profile of the qualifying venture capital fund and any risks associated with the assets in which the fund may invest or investment techniques that may be employed;
(e) a description of the qualifying venture capital fund’s valuation procedure and of the pricing methodology for the valuation of assets, including the methods used for the valuation of qualifying portfolio undertakings;
(f) a description of how the remuneration of the manager of a qualifying venture capital fund is calculated;
(g) a description of all relevant costs and of the maximum amounts thereof;
(h) where available, the historical financial performance of the qualifying venture capital fund;
(i) the business support services and the other support activities provided by the manager of a qualifying venture capital fund or arranged through third parties in order to facilitate the development, growth or in some other respect the ongoing operations of the qualifying portfolio undertakings in which the qualifying venture capital fund invests, or, where these services or activities are not provided, an explanation of that fact;
(j) a description of the procedures by which the qualifying venture capital fund may change its investment strategy or investment policy, or both.
2. All of the information referred to in paragraph 1 shall be fair, clear and not misleading. It shall be kept up to date and reviewed regularly where relevant.
3. Where the qualifying venture capital fund is required to publish a prospectus, in accordance with  Part 6 of FSMA, or in accordance with national law in relation to the qualifying venture capital fund, the information referred to in paragraph 1 of this Article may be provided separately or as a part of the prospectus.
CHAPTER III
Article 14 

1. Managers of qualifying venture capital funds that intend to use designation ‘RVECA’ for the marketing of their qualifying venture capital funds shall inform the  FCA  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;
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2. The  FCA  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 II.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. Registration under this Article shall be valid in the  United Kingdom  and shall allow managers of qualifying venture capital funds to market qualifying venture capital funds under the designation ‘RVECA
                        ’  in the United Kingdom.
4. The  FCA
                      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  regulation 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  FCA  of any material changes to the conditions for its initial registration in accordance with this Article before such changes are implemented.If the  FCA  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  FCA 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 FCA  does not oppose the changes within the relevant assessment period.
7. 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.
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Article 14a 

1. Managers of collective investment undertakings  who 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 ‘RVECA’.
2. The application for registration referred to in paragraph 1 shall be made to the  FCA  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);
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .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).
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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 the 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 ..., the  FCA  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  FCA  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  United Kingdom  and shall allow the marketing of those funds in the United Kingdom  under the designation ‘RVECA’.
8. 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.
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Article 14b 
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Article 15 
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Article 16 
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Article 16a 
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Article 17 

1. The 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 ‘RVECA’ and the qualifying venture capital funds for which they use that designation ....
2. On its website,  the 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  FCA  shall supervise compliance with the requirements laid down in this Regulation.
1a. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Article 19 
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Article 20 
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Article 21 

1. While respecting the principle of proportionality, the  FCA  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;
(c) uses the designation ‘RVECA’ 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 ‘RVECA’ for the marketing of funds which are not established in accordance with point (b)(iii) of Article 3;
(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.
2. In the cases referred to in paragraph 1, the  FCA  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 ‘RVECA’ and remove that manager, or the qualifying venture capital fund concerned, from the register.
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4. The right to market one or more qualifying venture capital funds under the designation ‘RVECA’ in the  United Kingdom  shall expire with immediate effect from the date of the decision of the  FCA  referred to in point (b) of paragraph 2.
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Article 21a 
The powers conferred on  the 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.
Article 22 
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Article 23 

1. All persons who work or who have worked for the  FCA, as well as auditors and experts instructed by the  FCA, 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.
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3. 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.
Article 24 
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CHAPTER IV
Article 25 

1. Any power to make regulations conferred on the Treasury by this Regulation is exercisable by statutory instrument.
2. Such regulations may—
(a) contain incidental, supplemental, consequential and transitional provision; and
(b) may make different provision for different purposes.
3. A statutory instrument containing regulations made under this Regulation is subject to annulment in pursuance of a resolution of either House of Parliament.
Article 26 
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Article 27 
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Article 28 
This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.
It shall apply from the 22 July 2013, except for Article 9(5), which shall apply from 15 May 2013.
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