
CHAPTER I
Article 1 
This Regulation lays down uniform requirements and conditions for managers of collective investment undertakings that wish to use the designation ‘SEF’ in relation to the marketing of qualifying social entrepreneurship funds in the  United Kingdom.
It also lays down ... rules for the marketing of qualifying social entrepreneurship funds to eligible investors  in the United Kingdom, for the portfolio composition of qualifying social entrepreneurship funds, for the eligible investment instruments and techniques to be used by qualifying social entrepreneurship funds as well as for the organisation, conduct and transparency of managers that market qualifying social entrepreneurship 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(1) that meet the following conditions:
(a) their assets under management in total do not exceed the threshold referred to in  sub-paragraph (a) of regulation 9(1) 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 social entrepreneurship funds.
2. Articles 3 to 6, Articles 10 and 13, points (d), (e) and (f) of Article 14(1), Articles 15a  , 18 and 19... 22 and 22a 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 2001 (managing an AIF)and who manage  portfolios of qualifying social entrepreneurship funds and intend to use the designation ‘SEF’ in relation to the marketing of those funds in the  United Kingdom.
3. Where managers of qualifying social entrepreneurship funds are external managers and are registered in accordance with Article 15, they may additionally manage  UK UCITS (which has the meaning given in section 237 of FSMA).
Article 3 

1. For the purposes of this Regulation, the following definitions shall apply:
(a) ‘collective investment undertaking’ means an AIF as defined in  regulation 3 of the AIFM Regulations;
(b) ‘qualifying social entrepreneurship 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 social entrepreneurship fund’ means a legal person the regular business of which is managing at least one qualifying social entrepreneurship fund;
(d) ‘qualifying portfolio undertaking’ means an undertaking that:
((i)) at the time of an investment by the qualifying social entrepreneurship fund 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 by points (13A), (13B), (14A) and (14B) of Article 2 of the Markets in Financial Instruments Regulation 2014);
((ii)) has the achievement of measurable, positive social impacts as its primary objective in accordance with its articles of association, statutes or any other rules or instruments of incorporation establishing the business, where the undertaking:

— provides services or goods which generate a social return;
— employs a method of production of goods or services that embodies its social objective; or
— provides financial support exclusively to social undertakings as defined in the first two indents;
((iii)) uses its profits primarily to achieve its primary social objective in accordance with its articles of association, statutes or any other rules or instruments of incorporation establishing the business and with the predefined procedures and rules therein, which determine the circumstances in which profits are distributed to shareholders and owners to ensure that any such distribution of profits does not undermine its primary objective;
((iv)) is managed in an accountable and transparent way, in particular by involving workers, customers and stakeholders affected by its business activities;
((v)) is established within the territory of  the United Kingdom,, 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 social entrepreneurship 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 social entrepreneurship fund in exchange for an equity instrument issued by the qualifying portfolio undertaking;
((ii)) securitised and un-securitised debt instruments, issued by a qualifying portfolio undertaking;
((iii)) units or shares of one or several other qualifying social entrepreneurship funds, provided that those qualifying social entrepreneurship funds have not themselves invested more than 10 % of their aggregate capital contributions and uncalled committed capital  in— 
(aa) qualifying social entrepreneurship funds;
(bb) European qualifying social entrepreneurship funds (which has the meaning given to  ‘qualifying social entrepreneurship funds’ in Article 3(1)(b) of this Regulation as it applies in the European Union, as amended from time to time);
((iv)) secured or unsecured loans granted by the qualifying social entrepreneurship fund to a qualifying portfolio undertaking;
((v)) any other type of participation in a qualifying portfolio undertaking;
(vi) an instrument within the meaning of Article 3(1)(e)(ii) of this Regulation 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 social entrepreneurship 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 social entrepreneurship fund, or on its behalf, of units or shares of a qualifying social entrepreneurship fund that is managed by that manager 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 social entrepreneurship 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 and amending Regulation (EU) No 648/2012 as that Regulation forms part of domestic law and has effect from time to time.
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.With regard to point (c) of the first subparagraph, where the legal form of a qualifying social entrepreneurship fund permits internal management and where the governing body of the fund does not appoint an external manager, the qualifying social entrepreneurship fund itself shall be registered as the manager of a qualifying social entrepreneurship fund in accordance with Article 15. A qualifying social entrepreneurship fund that is registered as an internal manager of a social entrepreneurship fund shall not be registered as an external manager of a qualifying social entrepreneurship fund of other collective investment undertakings.
2. The  Treasury may by regulations specify  the types of services or goods and the methods of production of services or goods that embody a social objective referred to in point (ii) of point (d) of paragraph 1 of this Article taking into account the different kinds of qualifying portfolio undertakings and those circumstances in which profits can be distributed to owners and investors.
CHAPTER II
Article 4 
Managers of qualifying social entrepreneurship funds that comply with the requirements set out in this Chapter shall be entitled to use the designation ‘SEF’ in relation to the marketing of qualifying social entrepreneurship funds  in the United Kingdom.
Article 5 

1. Managers of qualifying social entrepreneurship funds shall ensure that, when acquiring assets other than qualifying investments, no more than 30 % of the qualifying social entrepreneurship 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 social entrepreneurship funds shall not employ at the level of the qualifying social entrepreneurship 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, engaging in derivative positions or by any other means.
3. Managers of qualifying social entrepreneurship funds may only borrow, issue debt obligations or provide guarantees, at the level of the qualifying social entrepreneurship fund where such borrowings, debt obligations or guarantees are covered by uncalled commitments.
Article 6 

1. Managers of qualifying social entrepreneurship fund shall market the units and shares of the qualifying social entrepreneurship fund 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 Regulation 2014, or to other investors that:
(a) commit to invest a minimum of EUR 100 000; and
(b) state in writing, in a separate document from the contract that is concluded for the commitment to invest, that they are aware of the risks associated with the envisaged commitment.
2. Paragraph 1 shall not apply to investments made by executives, directors or employees involved in the management of a manager of a qualifying social entrepreneurship fund when investing in the qualifying social entrepreneurship funds that they manage.
Article 7 
Managers of qualifying social entrepreneurship funds shall, in relation to the qualifying social entrepreneurship 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 positive social impact of the qualifying portfolio undertakings in which they have invested, the best interests of the qualifying social entrepreneurship funds that 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 and the positive social impact of those undertakings;
((e)) possess adequate knowledge and understanding of the qualifying portfolio undertakings in which they invest;
((f)) treat their investors fairly;
((g)) ensure that no investor obtains preferential treatment, unless such preferential treatment is disclosed in the rules or instruments of incorporation of the qualifying social entrepreneurship fund.
Article 8 

1. Where a manager of a qualifying social entrepreneurship fund delegates functions to third parties, the manager’s liability towards the qualifying social entrepreneurship 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 the qualifying social entrepreneurship 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 social entrepreneurship fund, and, in particular, shall not prevent that manager from acting, or the qualifying social entrepreneurship fund from being managed, in the best interests of the investors therein.
Article 9 

1. Managers of qualifying social entrepreneurship funds shall identify and avoid conflicts of interest and, where they cannot be avoided, manage and monitor and, in accordance with paragraph 4, disclose those conflicts of interest promptly in order to prevent them from adversely affecting the interests of the qualifying social entrepreneurship funds and the investors therein and to ensure that the qualifying social entrepreneurship funds that they manage are fairly treated.
2. Managers of qualifying social entrepreneurship funds shall identify in particular those conflicts of interest that may arise between:
(a) managers of qualifying social entrepreneurship 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 social entrepreneurship fund managed by those managers, or the investors therein;
(b) a qualifying social entrepreneurship fund or the investors therein, and another qualifying social entrepreneurship fund managed by the same manager, or the investors therein;
(c) the qualifying social entrepreneurship 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 social entrepreneurship funds shall maintain and operate effective organisational and administrative arrangements in order to comply with the requirements laid down 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 social entrepreneurship 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 social entrepreneurship 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 a qualifying social entrepreneurship fund 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. Managers of a qualifying social entrepreneurship fund shall employ for each qualifying social entrepreneurship fund that they manage, procedures to measure the extent to which the qualifying portfolio undertakings, in which the qualifying social entrepreneurship fund invests, achieve the positive social impact to which they are committed. The managers shall ensure that these procedures are clear and transparent and include indicators that may, depending on the social objective and nature of the qualifying portfolio undertaking, include one or more of the following subjects:
(a) employment and labour markets;
(b) standards and rights related to job quality;
(c) social inclusion and protection of particular groups;
(d) equal treatment, equal opportunities and non-discrimination;
(e) public health and safety;
(f) access to and effects on social protection and on health and educational systems.
2. The  Treasury may by regulations specify  the details of the procedures referred to in paragraph 1 of this Article, in relation to different qualifying portfolio undertakings.
Article 11 

1. At all times, managers of qualifying social entrepreneurship funds shall have sufficient own funds and use adequate and appropriate human and technical resources as necessary for the proper management of the qualifying social entrepreneurship fund that they manage.
2. Both internally managed qualifying social entrepreneurship funds and external managers of qualifying social entrepreneurship 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 social entrepreneurship 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 social entrepreneurship 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 social entrepreneurship funds exceeds EUR 250 000 000.
5. The  FCA  may authorise the manager of qualifying social entrepreneurship fund 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 12 

1. Rules for the valuation of assets shall be laid down in the rules or instruments of incorporation of the qualifying social entrepreneurship 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.
3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 13 

1. Managers of qualifying social entrepreneurship funds shall make available an annual report to the  FCA  for each qualifying social entrepreneurship 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 social entrepreneurship fund and the activities of the previous year. It shall also disclose the profits earned by the qualifying social entrepreneurship 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 social entrepreneurship fund. The annual report shall be produced in accordance with existing reporting standards and the terms agreed between the managers of qualifying social entrepreneurship funds and the investors. Managers of qualifying social entrepreneurship funds shall provide the report to investors on request. Managers of qualifying social entrepreneurship funds and investors may agree additional disclosures to each other.
2. The annual report shall at least include the following:
(a) details, as appropriate, of the overall social outcomes achieved by the investment policy and the method used to measure those outcomes;
(b) a statement of any divestments in relation to qualifying portfolio undertakings that have occurred;
(c) a description of whether divestments in relation to the other assets of the qualifying social entrepreneurship fund which are not invested into qualifying portfolio undertakings occurred on the basis of the criteria as referred to in point (f) of Article 14(1);
(d) a summary of the activities that the manager of a qualifying social entrepreneurship fund has undertaken in relation to the qualifying portfolio undertakings as referred to in point (l) of Article 14(1);
(e) information on the nature, value and purpose of the investments other than qualifying investments referred to in Article 5(1);
(f) a description of how environmental and climate-related risks are taken into account in the investment approach of the qualifying social entrepreneurship funds.
3. An audit of the qualifying social entrepreneurship fund shall be conducted at least annually. The audit shall confirm that money and assets are held in the name of the qualifying social entrepreneurship fund and that the manager of a qualifying social entrepreneurship 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 social entrepreneurship fund and the investors therein.
4. Where the manager of a qualifying social entrepreneurship 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 social entrepreneurship fund the information referred to in paragraphs 1 and 2 of this Article may be provided separately or as an additional part of the annual financial report.
5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 14 

1. Managers of qualifying social entrepreneurship funds shall, in relation to the qualifying social entrepreneurship 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 of any other service providers contracted by that manager in relation to their management, 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 social entrepreneurship funds;
(c) a description of the investment strategy and objectives of the qualifying social entrepreneurship fund, including:
((i)) the types of qualifying portfolio undertakings in which it intends to invest;
((ii)) any other qualifying social entrepreneurship fund in which it intends to invest;
((iii)) the types of qualifying portfolio undertakings in which any other qualifying social entrepreneurship 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) the positive social impact being targeted by the investment policy of the qualifying social entrepreneurship fund, including, where relevant, projections of such outcomes as may be reasonable, and information on past performance in this area;
(e) the methodologies to be used to measure social impacts;
(f) a description of the assets other than qualifying portfolio undertakings and the process and the criteria which are used for selecting these assets unless they are cash or cash equivalents;
(g) a description of the risk profile of the qualifying social entrepreneurship fund and any risks associated with the assets in which the fund may invest or the investment techniques that may be employed;
(h) a description of the qualifying social entrepreneurship fund’s valuation procedure and of the pricing methodology for valuing assets, including the methods used for valuing qualifying portfolio undertakings;
(i) a description of how the remuneration of the manager of a qualifying social entrepreneurship fund is calculated;
(j) a description of all relevant costs and of the maximum amounts thereof;
(k) where available, the historical financial performance of the qualifying social entrepreneurship fund;
(l) the business support services and the other support activities the manager of a qualifying social entrepreneurship fund is providing or arranging 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 social entrepreneurship fund invests, or, where these services or activities are not provided, an explanation of that fact;
(m) a description of the procedures by which the qualifying social entrepreneurship 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 manager of a qualifying social entrepreneurship 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 social entrepreneurship fund, the information referred to in paragraph 1 of this Article may be provided separately or as a part of the prospectus.
4. The  Treasury may by regulations specify:
(a) the content of the information referred to in points (c) to (f) and (l) of paragraph 1 of this Article;
(b) how the information as referred to in points (c) to (f) and (l) of paragraph 1 of this Article can be presented in a uniform way in order to ensure the highest possible level of comparability.
CHAPTER III
Article 15 

1. Managers of qualifying social entrepreneurship funds that intend to use of the designation ‘SEF’ for the marketing of their qualifying social entrepreneurship 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 social entrepreneurship funds;
(b) the identity of the qualifying social entrepreneurship 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 register the qualifying social entrepreneurship fund manager only if the following conditions are met:
(a) the persons who effectively conduct the business of managing qualifying social entrepreneurship funds are of sufficiently good repute and are sufficiently experienced also in relation to the investment strategies pursued by the manager of a qualifying social entrepreneurship fund;
(b) the information required referred to in paragraph 1 is complete;
(c) the arrangements notified according to in 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 social entrepreneurship funds to market qualifying social entrepreneurship funds under the designation ‘SEF’  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 social entrepreneurship fund no later than two months after it has provided all the information referred to in that paragraph.
5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6. A manager of a qualifying social entrepreneurship 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 social entrepreneurship 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 social entrepreneurship 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.
9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 15a 

1. Managers of collective investment undertakings  who have permission under Part 4A of the 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 social entrepreneurship funds for which they intend to use the designation ‘SEF’.
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 social entrepreneurship fund;
(b) information on the identity of the depositary;
(c) the information referred to in Article 15(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, 6 and 10, Article 13(2) and points (d), (e) and (f) of Article 14(1).
3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 or any part of the United Kingdom which was relied on immediately before  IP completion day  to implement Directive 2011/61/EU and its implementing measures— 
(i) as they have effect on  IP completion day, in the case of rules made by the FCA or by the PRA under FSMA, and
(ii) 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 social entrepreneurship fund if the manager of that fund meets the conditions laid down in Article 15(2).
6. The  FCA  shall inform the manager as referred to in paragraph 1 whether that fund has been registered as a qualifying social entrepreneurship 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 ‘SEF’.
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.
10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 15b 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 16 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 17 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 17a 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 18 

1. The FCA  shall maintain a central database that is publicly accessible on the internet and that lists all managers of qualifying social entrepreneurship funds using the designation ‘SEF’ and the qualifying social entrepreneurship 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)(v) of the first subparagraph of Article 3(1).
Article 19 

1. The  FCA  shall supervise compliance with the requirements laid down in this Regulation.
1a. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 20 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 21 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 22 

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 the qualifying social entrepreneurship fund:
(a) fails to comply with the requirements that apply to the portfolio composition, in breach of Article 5;
(b) markets, in breach of Article 6, the units and shares of a qualifying social entrepreneurship fund to non-eligible investors;
(c) uses the designation ‘SEF’ but is not registered in accordance with Article 15, or the qualifying social entrepreneurship fund is not registered in accordance with Article 15a;
(d) uses the designation ‘SEF’ for the marketing of funds which are not established in accordance with point (b)(iii) of Article 3(1);
(e) has obtained registration through false statements or any other irregular means, in breach of Article 15 or Article 15a;
(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 13 regarding the annual report;
(i) repeatedly fails to comply with the obligation to inform investors in accordance with Article 14.
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 social entrepreneurship fund concerned complies with Articles 5 and 6, points (a) and (b) of Article 7, and Articles 13 to 15a, as applicable;
(b) prohibit the manager of the qualifying social entrepreneurship fund concerned from using the designation ‘SEF’ and remove that manager, or the qualifying social entrepreneurship fund concerned, from the register.
3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4. The right to market one or more qualifying social entrepreneurship funds under the designation ‘SEF’ 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.
5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 22a 
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 23 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 24 

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 social entrepreneurship funds and qualifying social entrepreneurship funds cannot be individually identified, without prejudice to cases covered by criminal law and proceedings under this Regulation.
2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 25 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CHAPTER IV
Article 26 

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 27 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 28 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 29 
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 3(2), Article 9(5), Article 10(2) and Article 14(4), which shall apply from 15 May 2013.
...