COLL 4.5 Reports and accounts
Application
The rules and guidance in this section apply to an authorised fund manager, a depositary and any other director of an ICVC.
Explanation
In order to provide the unitholders with regular and relevant information about the progress of the authorised fund, the authorised fund manager must:
- (1)
prepare a short report and a long report half-yearly and annually;
- (2)
send the short report to all unitholders; and
- (3)
make the long report available to unitholders on request.
Preparation of long and short reports
- (1)
The authorised fund manager must for each annual accounting period and half-yearly accounting period, prepare a short report and a long report for a scheme.
- (2)
For a scheme which is an umbrella, the authorised fund manager must prepare a short report for each sub-fund but this is not necessary for the umbrella as a whole.
- (3)
Where the first annual accounting period of a scheme is less than 12 months, a half-yearly report need not be prepared.
- (4)
The first annual accounting period of a scheme must begin:
- (a)
on the first day of any period of initial offer; or
- (b)
in any other case, on the date of the relevant authorisation order.
- (a)
ICVC requirements
- (1)
The OEIC Regulations contain requirements for the preparation of annual and half-yearly reports and make the directors of an ICVC responsible for the preparation of annual and half-yearly reports on the ICVC.
- (2)
Regulations 66 (Reports: preparation), 67 (Reports: accounts) and 68 (Reports: voluntary revision) of the OEIC Regulations also contain a number of other requirements relating to reports and accounts of an ICVC.
Contents of a short report
- (1)
The short report for an authorised fund, or for a scheme which is an umbrella, its sub-fund, must contain for the relevant period:
- (a)
the name of the scheme or sub-fund, its stated investment objectives and policy for achieving those objectives, a brief assessment of its risk profile and the name and address of the authorised fund manager;
- (b)
a review of the scheme or sub-fund's investment activities and investment performance during the period;
- (c)
a performance record consistent with COLL 4.5.10R (1) (Comparative table) so as to enable a unitholder to put into context the results of the investment activities of the scheme during the period;
- (d)
sufficient information to enable unitholders to form a view on where the portfolio is invested at the end of the period and the extent to which that has changed over the period;
- (e)
any other significant information which would reasonably enable unitholders to make an informed judgement on the activities of the scheme or sub-fund during the period and the results of those activities at the end of the period; and
- (f)
a statement that the latest long report is available on request.
- (a)
- (2)
The authorised fund manager must take reasonable steps to ensure that the short report is structured and written in such a way that it can be easily understood by the average investor.
- (3)
The short report must form a separate stand-alone document which must not include any extraneous material.
- (4)
The inclusion in a single document of the short reports of more than one of an authorised fund manager's schemes with the same accounting periods, or of more than one sub-fund in an umbrella, is not a contravention of (3) if each such report is discrete and easily identifiable.
- (5)
The authorised fund manager must ensure that the information given in the short report is consistent with the long report for the relevant accounting period prepared under COLL 4.5.7 R (Contents of the annual long report) or COLL 4.5.8 R(Contents of the half-yearly long report).
Significant information to be contained in the short report
For the purpose of COLL 4.5.5R (1)(d) and COLL 4.5.5R (1)(e) the authorised fund manager should consider including the following as sufficient and significant information:
- (1)
particulars of any fundamental change to the scheme which required unitholder approval by meeting during the period;
- (2)
particulars of any significant change to the operation of the scheme requiring pre-notification, but this need only be given if the change impacts on the unitholders' ability to make an informed judgement on the activities of the scheme;
- (3)
particulars of any other developments in relation to the investment policy of the scheme or the instruments used by it during the period;
- (4)
the total expense ratio at the end of the period;
- (5)
particulars of any qualification of the reports of the auditor and depositary; and
- (6)
particulars of any income or distribution relating to the period.
Contents of the annual long report
- (1)
An annual long report on an authorised fund, other than a scheme which is an umbrella, must contain:
- (a)
the fullaccounts for the annual accounting period which must be prepared in accordance with the requirements of the IMA SORP;
- (b)
the report of the authorised fund manager in accordance with COLL 4.5.9 R (Authorised fund manager's report);
- (c)
the comparative table in accordance with COLL 4.5.10 R (Comparative table);
- (d)
the report of the depositary in accordance with COLL 4.5.11 R (Report of the depositary); and
- (e)
the report of the auditor in accordance with COLL 4.5.12 R (Report of the auditor).
- (a)
- (2)
An annual long report on a scheme which is an umbrella must contain:
- (a)
for each sub-fund:
- (i)
the full accounts for the annual accounting period which must be prepared in accordance with the requirements of the IMA SORP;
- (ii)
the report of the authorised fund manager in accordance with COLL 4.5.9 R; and
- (iii)
the comparative table in accordance with COLL 4.5.10 R;
- (i)
- (b)
the aggregation of the accounts required by (a)(i) for each sub-fund;
- (c)
the report of the depositary in accordance with COLL 4.5.11 R; and
- (d)
the report of the auditor in accordance with COLL 4.5.12 R.
- (a)
- (3)
The directors of an ICVC or the manager of an AUT must ensure that the accounts referred to in (1)(a) and (2)(a) give a true and fair view of the net income and the net gains and thelosses on the scheme property of the authorised fund, or, in the case of (2)(a), the sub-fund, for the annual accounting period in question and the financial position of the authorised fund or sub-fund as at the end of that period.
Contents of the half-yearly long report
- (1)
A half-yearly long report on an authorised fund, other than for a scheme which is an umbrella, must contain:
- (a)
the fullaccounts for the half-yearly accounting period which must be prepared in accordance with the requirements of the IMA SORP; and
- (b)
the report of the authorised fund manager in accordance with COLL 4.5.9 R (Authorised fund manager's report).
- (a)
- (2)
A half-yearly long report on a scheme which is an umbrella must contain:
- (a)
for each sub-fund:
- (i)
full accounts for the annual accounting period which must be prepared in accordance with the requirements of the IMA SORP; and
- (ii)
the report of the authorised fund manager in accordance with COLL 4.5.9 R; and
- (i)
- (b)
the aggregation of the accounts in (a)(i) for each sub-fund.
- (a)
Authorised fund manager's report
The matters set out in (1) to (12) must be included in any authorised fund manager's report, except where otherwise indicated:
- (1)
the names and addresses of :
- (a)
- (b)
the depositary;
- (c)
the registrar;
- (d)
any investment adviser;
- (e)
the auditor; and
- (f)
for a scheme which invests in immovables, the standing independent valuer;
- (2)
(for an ICVC), the names of any directors other than the ACD;
- (3)
a statement of the authorised status of the scheme;
- (4)
(for an ICVC) a statement that the unitholders of the ICVC are not liable for the debts of the ICVC;
- (5)
the investment objectives of the authorised fund;
- (6)
the policy
for achieving those objectives;
- (7)
a review of the investment activities during the period to which the report relates;
- (8)
particulars of any fundamental changes in accordance with COLL 4.3.4 R (Fundamental change requiring prior approval by meeting) made since the date of the last report;
- (9)
particulars of any significant changes which have occurred in accordance with COLL 4.3.6 R (Significant change requiring pre-event notification) since the date of the last report;
- (10)
any other information which would enable unitholders to make an informed judgement on the development of the activities of the authorised fund during this period and the results of those activities as at the end of that period;
- (11)
for a report on an umbrella prepared in accordance with COLL 4.5.7 R or COLL 4.5.8 R :
- (a)
a statement to the effect that, as a sub-fund is not a legal entity, if the assets attributable to any sub-fund were insufficient to meet the liabilities attributable to it, the shortfall might have to be met out of the assets attributable to one or more other sub-funds of the ICVC; and
- (b)
information required by (1) to (10) must be given for each sub-fund, if it would vary from that given in respect of the umbrella as a whole; and
- (a)
- (12)
for a UCITS scheme which invests a substantial proportion of its assets in other schemes, a statement as to the maximum proportion of management fees charged to the scheme itself and to other schemes in which that scheme invests.
Comparative table
The comparative table required by COLL 4.5.7R (1)(c) (Contents of the annual long report) must set out:
- (1)
a performance record over the last five calendar years, or if the authorised fund has not been in existence during the whole of that period, over the whole period in which it has been in existence, showing:
- (a)
the highest and the lowest price of a unit of each class in issue during each of those years; and
- (b)
the net income distributed (or, for accumulation units, allocated) for a unit of each class in issue during each of those years, taking account of any sub-division or consolidation of units that occurred during that period;
- (a)
- (2)
as at the end of each of the last three annual accounting periods (or all of the authorised fund's annual accounting periods, if less than three):
- (a)
the total net asset value of the scheme property at the end of each of those years;
- (b)
- (c)
- (a)
- (3)
if, in the period covered by the table:
- (a)
the authorised fund has been the subject of any event (such as a scheme of arrangement) having a material effect on the size of the authorised fund, but excluding any issue or cancellation of units for cash; or
- (b)
there have been changes in the investment objectives of the authorised fund;
- (c)
an indication, related in the body of the table to the relevant year in the table, of the date of the event or change in the investment objectives and a brief description of its nature.
- (a)
Report of the depositary
- (1)
The depositary must make an annual report to unitholders which must be included in the annual report.
- (2)
The annual report must contain:
- (a)
a description, which may be in summary form, of the duties of the depositary under COLL 6.6.4 (General duties of the depositary) and in respect of the safekeeping of the scheme property; and
- (b)
a statement whether, in any material respect:
- (i)
the issue, sale, redemption and cancellation, and calculation of the price of the units and the application of the authorised fund's income
, have not been carried out in accordance with the rules in this sourcebook and, where applicable, the OEIC Regulations and the instrument constituting the scheme; and
- (ii)
the investment and borrowing powers and restrictions applicable to the authorised fund have been exceeded.
- (i)
- (a)
Report of the auditor
The authorised fund manager must ensure that the report of the auditor to the unitholders must include a statement:
- (1)
whether, in the auditor's opinion, the accounts have been properly prepared in accordance with the IMA SORP, the rules in this sourcebook, and the instrument constituting the scheme;
- (2)
whether, in the auditor's opinion, the accounts give a true and fair view of the net incomeand the net gains or losses ofthe scheme property of the authorised fund (or, as the case may be, the scheme property attributable to the sub-fund) for the annual accounting period in question and the financial position of the authorised fund or sub-fund as at the end of that period;
- (3)
whether the auditor is of the opinion that proper accounting records for the authorised fund (or, as the case may be, sub-fund) have not been kept or whether the accounts are not in agreement with those records;
- (4)
whether the auditor has been given all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of his audit; and
- (5)
whether the auditor is of the opinion that the information given in the report of the directors or in the report of the authorised fund manager for that period is consistent with the accounts.
Provision of short report
- (1)
The authorised fund manager must, within four months after the end of each annual accounting period and within two months after the end of each half-yearly accounting period, respectively provide free of charge the short report in accordance with (2).
- (2)
The authorised fund manager must send a copy of the report:
- (a)
to each unitholder (or to the first named of joint unitholders) entered in or entitled to be entered in the register at the close of business on the last day of the relevant accounting period; and
- (b)
to each unitholder of bearer units at his request.
- (a)
- (3)
unitholders in a scheme which is an umbrella must be provided with a report relating to the particular sub-fund in which they hold units subject to providing the long report on the umbrella on request in accordance with COLL 4.5.14R (2)(a).
Publication and availability of annual and half-yearly long report
- (1)
The authorised fund manager must, within four months after the end of each annual accounting period and two months after the end of each half-yearly accounting period respectively, make available and publish the long report prepared in accordance with COLL 4.5.7 R (Contents of the annual long report) or COLL 4.5.8 R (Contents of the half-yearly long report).
- (2)
The reports referred to in (1) must:
- (a)
be supplied free of charge to unitholders who request it;
- (b)
be available in English, for inspection by the public free of charge during ordinary office hours at a place specified;
- (c)
for a UCITS scheme, be available for inspection by the public at a place designated by the authorised fund manager in each EEA State other than the United Kingdom in which units in the authorised fund are marketed, in English and in at least one of that other EEA State's official languages; and
- (d)
be sent to the FSA .
- (a)