Related provisions for CASS 1.4.6

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COLL 6.6B.1RRP
1This section applies to the depositary of a UCITS scheme managed by an authorised fund manager.
COLL 6.6B.2RRP
A depositary in carrying out its functions must act: (1) honestly, fairly, professionally and independently; and(2) solely in the interests of the UCITS scheme and its unitholders.[Note: article 25(2) first paragraph of the UCITS Directive]
COLL 6.6B.3RRP
A depositary must not carry out activities with regard to the UCITS scheme, or the authorised fund manager, acting on behalf of the scheme, that may create conflicts of interest between the scheme, the unitholders in the scheme or the authorised fund manager and itself, unless:(1) the depositary has properly identified any such potential conflicts of interest;(2) the depositary has functionally and hierarchically separated the performance of its depositary tasks from its other
COLL 6.6B.4GRP
A depositary of a UCITS scheme must be a firmestablished in the United Kingdom that has the Part 4A permission of acting as trustee or depositary of a UCITS.
COLL 6.6B.5GRP
COLL 6.6A.8R sets out the categories of firms that may be appointed by an authorised fund manager as the depositary of a UCITS scheme.
COLL 6.6B.6GRP
For a depositary to be established in the United Kingdom, it must have its registered office or branch in the United Kingdom.
COLL 6.6B.7GRP
A depositary appointed in accordance with COLL 6.6A.8R(3) needs to satisfy the capital requirements in either:(1) IPRU(INV) 5; or(2) IFPRU and the EU CRR.
COLL 6.6B.8RRP
A full-scope IFPRU investment firm which is appointed as a depositary of a UCITS scheme must maintain own funds of at least £4million.
COLL 6.6B.9GRP
(1) If the depositary is a full-scope IFPRU investment firm, it is subject to the capital requirements of IFPRU and the EU CRR.(2) However, these requirements are not in addition to COLL 6.6B.8R and therefore that firm may use the own funds required under IFPRU and the EU CRR to meet the £4million requirement.
COLL 6.6B.10GRP
If the depositary appointed in accordance with COLL 6.6A.8R(3) is an incoming EEA firm that has a top-up permission for acting as trustee or depositary of a UCITS, it must comply with the applicable capital requirements set out in IPRU(INV) 5.
COLL 6.6B.11RRP
A depositary appointed under COLL 6.6A.8R(3) must: (1) ensure that it has the infrastructure necessary to keep in custody UCITS custodial assets that can be registered in a financial instruments account opened in the depositary’s books; (2) establish adequate policies and procedures sufficient to ensure the compliance of the depositary, including its managers and employees, with its obligations under the regulatory system; (3) have: (a) sound administrative and accounting procedures
COLL 6.6B.12GRP
A firm’s attention is also drawn to the organisational requirements in SYSC. The rules and guidance in SYSC apply to a depositary appointed under COLL 6.6A.8R(3), in accordance with the application provisions summarised in SYSC 1.1A (Application) and provided in detail in SYSC 1 Annex 1.
COLL 6.6B.13RRP
(1) A depositary must ensure that its appointment as depositary of a UCITS scheme is evidenced by a written contract.(2) The contract must regulate the flow of information deemed necessary to allow the depositary to perform its functions for the scheme.[Note: article 22(2) of the UCITS Directive]
COLL 6.6B.15GRP
Article 2 of the UCITS level 2 regulation sets out the minimum information that must be included in the written contract between the authorised fund manager and the depositary.
COLL 6.6B.16RRP
The depositary must, for each UCITS scheme for which it is appointed: (1) ensure that the sale, issue, repurchase, redemption and cancellation of units of the scheme are carried out in accordance with: (a) the applicable national law; (b) the instrument constituting the fund; (c) the prospectus; and(d) COLL 6.2 (Dealing);(2) ensure that the price of the units of the UCITS is calculated in accordance with:(a) the applicable national law; (b) the instrument constituting the fund;
COLL 6.6B.17RRP
The depositary must ensure that the cash flows of each UCITS scheme are properly monitored and that:(1) all payments made by, or on behalf of, investors upon the subscription of units of the scheme have been received; (2) all cash of the scheme has been booked in cash accounts which are: (a) opened in the name of:(i) the scheme; or(ii) the authorised fund manager, acting on behalf of the scheme; or(iii) the depositary acting on behalf of the scheme; and(b) at:(i) a central bank;
COLL 6.6B.18RRP
(1) The depositary of a UCITS scheme must hold in custody all UCITS custodial assets of the scheme. (2) The depositary must ensure that all UCITS custodial assets that can be registered in a financial instruments account: (a) are registered in the depositary’s books within segregated accounts opened in the name of: (i) the UCITS scheme; or(ii) the authorised fund manager, acting on behalf of the scheme; and(b) can be clearly identified as belonging to the UCITS scheme at all times
COLL 6.6B.19RRP
The depositary must, for UCITS schemeproperty other than UCITS custodial assets:(1) verify that the UCITS scheme or the authorised fund manager, acting on behalf of the scheme, is the owner of the assets based: (a) on information or documents provided by the authorised fund manager; and(b) where available, on external evidence; and(2) maintain, and keep up to date, a record of those assets for which it is satisfied that the UCITS scheme or the authorised fund manager, acting on
COLL 6.6B.20RRP
The depositary must provide a comprehensive inventory of all the assets comprising the schemeproperty of the UCITS scheme to the authorised fund manager on a regular basis. [Note: article 22(6) of the UCITS Directive]
COLL 6.6B.21RRP
(1) The depositary must not re-use UCITS custodial assets except: (a) where permitted under COLL 5.4 (stock lending); and(b) when carrying out the instructions of the authorised fund manager on behalf of the scheme.(2) Re-use of the UCITS custodial assets comprises any transaction in relevant schemeproperty including, but not limited to, transferring, pledging, selling and lending. [Note: article 22(7) first paragraph of the UCITS Directive]
COLL 6.6B.22RRP
A depositary must not delegate its oversight function in COLL 6.6B.16R or its cash monitoring function in COLL 6.6B.17R to a third party.[Note: article 22a(1) of the UCITS Directive]
COLL 6.6B.23GRP
The use of services provided by securities settlement systems, as specified in the Settlement Finality Directive, or similar services provided by third-country securities settlement systems, does not constitute a delegation by the depositary of its functions for the purposes of COLL 6.6B.22R.[Note: article 22a(4) of the UCITS Directive]
COLL 6.6B.24GRP
(1) (a) If a depositary performs part of its functions through a branch in another EEA State, this is not a delegation by the depositary of its functions to a third party.(b) This is because ‘third party’ in COLL 6.6B.22R means any party that is not part of the same legal entity as the depositary.(2) Paragraph (1) also applies where the depositary is the UKbranch of an EEA firm and it performs part of its functions:(a) through a branch in another EEA State; or(b) from the EEA
COLL 6.6B.25RRP
A depositary may delegate the functions in COLL 6.6B.18R and COLL 6.6B.19R to one or more third parties if:(1) the tasks are not delegated with the intention of avoiding the requirements of the UCITS Directive;(2) the depositary can demonstrate that there is an objective reason for the delegation;(3) the depositary:(a) has exercised all due skill, care and diligence in the selection and appointment of any third party to whom it intends to delegate parts of its tasks; and(b) continues
COLL 6.6B.26RRP
A depositary may delegate custody tasks in relation to UCITS custodial assets to an entity in a third country even though that entity does not satisfy the conditions in COLL 6.6B.25R(4)(b)(i) if: (1) the law of that third country requires those UCITS custodial assets to be held in custody by a local entity; (2) no local entity satisfies the conditions in COLL 6.6B.25R(4)(b)(i);(3) the depositary delegates its functions to such a local entity only: (a) to the extent required by
COLL 6.6B.27RRP
A depositary must ensure that a third party to whom the depositary has delegated functions under COLL 6.6B.25R does not, in turn, sub-delegate those functions unless the delegate complies with the same requirements that apply to the depositary, with any necessary changes, in relation to the delegation by the depositary of its functions in COLL 6.6B.25R and COLL 6.6B.26R. [Note: article 22a(3) third paragraph of the UCITS Directive]
COLL 6.6B.28GRP
A depositary may delegate the safekeeping of assets to a third party that maintains an omnibus account for multiple UCITS schemes, provided it is a segregated common account that is segregated from the third party’s own assets.[Note: recital 22 of the UCITS Directive]
COLL 6.6B.29GRP
The requirements of SUP 2 (Information gathering by the FCA on its own initiative) apply to the depositary, under which it must enable the FCA to obtain, on request, all information that the depositary has obtained while discharging its duties and that the FCA considers necessary.[Note: article 26a first paragraph of the UCITS Directive]
COLL 6.6B.30RRP
A depositary must have appropriate procedures for its employees to report potential or actual breaches of national provisions transposing the UCITS Directive internally through a specific, independent and autonomous channel. [Note: article 99d(5) of the UCITS Directive]
COLL 6.6.2RRP
This table belongs to COLL 6.6.1 R.RuleICVCACDAny other directors of an ICVCDepositary of an ICVCAuthorised fund manager of an AUT or ACS1010Depositary of an AUT or ACS10106.6.1Rxxxxxx6.6.3Rxxxxx106.6.3AR*x106.6.3BR*x6.6.4Rxx6.6.5Rxxxxx996.6.5AR*10xx1096.6.5BG*10xx106.6.6Rxx6.6.7Rxx6.6.8Rxx6.6.9Rxx6.6.10Rxxxx6.6.11Gxx6.6.12Rxx6.6.13Rxxxxx6.6.14Rxxxx6.6.15Rxxxx8x86.6.15AR*xx6.6.16Gxxxx6.6.17Rxxxxx6.6.18Gxxxxx8Notes:(1)“x” means “applies”, but not every paragraph in every rule will
COLL 6.6.3RRP
(1) The authorised fundmanager must manage the scheme in accordance with:(a) the instrument constituting the fund;1111(b) the rules in this sourcebook;(c) the most recently published prospectus; and(d) for an ICVC, the OEIC Regulations.(2) The authorised fund manager must take such steps as necessary to ensure compliance with the rules in this sourcebook that impose obligations upon the ICVC.(3) The authorised fund manager must:(a) make decisions as to the constituents of the
COLL 6.6.4RRP
(1) The depositary of an authorised fund must take reasonable care to ensure that the scheme is managed by the authorised fund manager in accordance with:(a) COLL 5 (Investment and borrowing powers);(b) COLL 6.2 (Dealing);(c) COLL 6.3 (Valuation and pricing);(d) COLL 6.8 (Income: accounting, allocation and distribution); and(e) any provision of the instrument constituting the fund11 or prospectus that relates to the provisions referred to in (a) to (d).11(2) The depositary
COLL 6.6.5RRP
(1) The duties and powers of the authorised fund manager, the directors of an ICVC and the depositary under the rules in this sourcebook and under the instrument constituting the fund11 are in addition to the powers and duties under the general law. 11(2) Paragraph (1) applies only in so far as the relevant general law is not qualified by the rules in this sourcebook or the instrument constituting the fund11 or the OEIC Regulations.11
COLL 6.6.6RRP
(1) The authorised fund manager must make and retain for six years such records as enable:(a) the scheme and the authorised fund manager to comply with the rules in this sourcebook and the OEIC Regulations; and(b) it to demonstrate at any time that such compliance has been achieved.(2) The authorised fund manager must make and retain for six years a daily record of the units in the scheme held, acquired or disposed of by the authorised fund manager, including the classes of such
COLL 6.6.6ARRP
(1) This section applies to:(a) an authorised fund manager of a UCITS scheme, a depositary, an ICVC and any other director of an ICVC which is a UCITS scheme; and(b) subject to (2), a UKUCITS management company providing collective portfolio management services for an EEA UCITS scheme under the freedom to provide cross border services.(2) COLL 6.6A.6 R ((Strategies for the exercise of voting rights) also applies to a UKUCITS management company providing collective portfolio management
COLL 6.6.8RRP
(1) The authorised fund manager10 of an AUT or ACS10 must, upon any vacancy for the position of auditor for an AUT or ACS10, with the approval of the depositary,10 appoint as auditor for the AUT or ACS10 a person qualified for appointment as auditor of an authorised person.1010(2) The audit fees of the auditor are determined by the authorised fund manager10 with the approval of the depositary10.1010(3) The authorised fund manager of an AUT or ACS10 may, with the approval of the
COLL 6.6.10RRP
(1) The authorised fund manager may give instructions to deal in the property of the scheme.(2) The authorised fundmanager must obtain the consent of the depositary for the acquisition or disposal of immovable property.(3) Where the depositary is of the opinion that a deal in property is not within the rules in this sourcebook and the instrument constituting the fund11, the depositary may require the authorised fund manager to cancel the transaction or make a corresponding disposal
COLL 6.6.11GRP
SUP 15.3 (General notification requirements) contains rules and guidance on matters that should be notified to the FCA. Such matters include, but are not limited to, any circumstance that the depositary becomes aware of whilst undertaking its functions or duties in COLL 6.6.4 R (1) (General duties of the depositary) that the FCA would reasonably view as significant.
COLL 6.6.12RRP
(1) The depositary of an authorised fund is responsible for the safekeeping of all of the scheme property (other than tangible movable property) entrusted to it and must:(a) take all steps and complete all documents needed to ensure completion of transactions properly entered into for the account of the scheme;(b) ensure that scheme property in registered form is, as soon as practicable, registered in the name of the depositary, its nominee or a person retained by it under COLL
COLL 6.6.13RRP
(1) The depositary must take all necessary steps to ensure that instructions given to it by the authorised fund manager for the exercise of rights attaching to the ownership of scheme property are carried out.(2) Where the scheme property of an authorised fund contains units in any other scheme managed or otherwise operated by the authorised fund manager10 of the AUT or ACS10 or, as the case may be, by any director of the ICVC or by any associate of either, the depositary must
COLL 6.6.14RRP
(1) The authorised fundmanager must avoid the scheme property being used or invested contrary to COLL 5, or any provision in the instrument constituting the fund11 or the prospectus as referred to in COLL 5.2.4 R (Investment powers:general), and COLL 5.6.4 R (Investment powers: general)2, except to the extent permitted by (3)(b).11(2) The authorised fund manager must, immediately upon becoming aware of any breach of a provision listed in (1), take action, at its own expense, to
COLL 6.6.15RRP
(1) The directors of an ICVC may delegate to any one or more of their number any of the directors' powers or duties but remain responsible for the acts or omissions of any such directors.(1A) The directors of an ICVC have the power to retain the services of anyone to assist in the performance of their functions, subject to the duty of the ACD to comply with COLL 6.6.15A R.8(2) [deleted]8(3) [deleted]88(4) The depositary of a non-UCITS retail scheme managed by a small authorised
COLL 6.6.15ARRP
(1) 8This rule applies to:(a) an authorised fund manager (other than an EEA UCITS management company) of an AUT, ACS10 or an ICVC where such AUT, ACS10 or ICVC is a UCITS scheme or a non-UCITS retail scheme; and(b) a UK UCITS management company providing collective portfolio management services for an EEA UCITS scheme from a branch in another EEA State or under the freedom to provide cross border services.(2) The authorised fund manager has the power to retain the services of
COLL 6.6.16GRP
(1) Directors of an ICVC, authorised fund managers and depositaries should also have regard to SYSC 8 (Outsourcing).66SYSC 8.1.6 R4 states that a firm remains fully responsible for discharging 6all of its obligations under the regulatory system6 if it outsources crucial or important operational functions4 or any relevant services and activities.6646644(2) SUP 15.8.6 R (Delegation by UCITS management companies) requires the 8authorised fund manager of a UCITS scheme to inform the
COLL 6.6.17RRP
(1) The authorised fund manager, any other director of an ICVC and the depositary must take reasonable care to ensure that a transaction within (a) to (f) is not carried out on behalf of the scheme:(a) putting cash on deposit with an affected person unless that person is an eligible institution or an approved bank and the arm's length requirement in (2) is satisfied;(b) lending money by an affected person to, or for the account of, the scheme, unless the affected person is an
COLL 6.2.1RRP
(R This section applies to an authorised fund manager, a depositary, an ICVC and any other director of an ICVC.
COLL 6.2.2GRP
(1) This section helps in achieving the statutory objective of securing an appropriate degree of protection for consumers. In accordance with Principle 6, this section is also concerned with ensuring the authorised fund manager pays due regard to its clients' interests and treats them fairly.(2) An authorised fund manager of an AUT, ACS or ICVC7 is responsible for arranging for the issue and the cancellation of units for the authorised fund. An authorised fund manager of an AUT,
COLL 6.2.3RRP
(1) During the initial offer period, units may only be issued at the initial price.(2) The length of any initial offer should not be unreasonable when considered alongside the characteristics of the authorised fund.(3) The authorised fund manager must, as soon as practicable after receiving the initial price from the purchaser and no later than the fourth business day following the end of the initial offer, pay the depositary in respect2 of any unit it has agreed to sell during
COLL 6.2.6RRP
(1) The depositary7 must issue or cancelunits in an AUT or ACS7 when instructed by the authorised fund manager.777(2) Any instructions given by the authorised fund manager7must state, for each class of unit to be issued or cancelled, the number to be issued or cancelled, expressed either as a number of units or as an amount in value (or as a combination of the two).7(3) If the depositary7 is of the opinion that it is not in the interests of unitholders that any units should be
COLL 6.2.6ARRP
3If an authorised fund has two or more classes of unit in issue, the authorised fund manager may treat any or all of those classes as one for the purpose of determining the number of units to be issued or cancelled by reference to a particular valuation point, if:(1) the depositary gives its prior agreement; and(2) the relevant classes:(a) have the same entitlement to participate in, and the same liability for charges, expenses and other payments that may be recovered from, the
COLL 6.2.7RRP
(1) The authorised fund managermay require, on agreement with the depositary, or may permit, on the request of the investor, direct issues and cancellations of units by an ICVC or by the depositary of an AUT or ACS7.7(2) If (1) applies:(a) the instrument constituting the fund8 must provide for this; and(b) the prospectus must provide details of the procedure to be followed which must be consistent with the rules in this section.8
COLL 6.2.8RRP
(1) An authorised fund manager must ensure that at each valuation point there are at least as many units in issue of any class as there are units registered to unitholders for that class.(2) An authorised fund manager must not:(a) for an AUT or ACS7, when giving instructions to the depositary72 for the issue or cancellation of units; or27(b) for an ICVC, when arranging for the issue or cancellation of units;do, or omit to do, anything that2 would, or might, confer on itself2 or
COLL 6.2.9GRP
(1) As the authorised fund manager normally controls the issue, cancellation, sale and redemption of an authorised fund'sunits, it occupies a position that could, without appropriate systems and controls, involve a conflict of interest between itself and its clients.(2) SYSC 3.1.1 R (Systems and controls) requires that a firm take reasonable care to establish and maintain such systems and controls as are appropriate to its business and Principle 8 requires a firm to manage conflicts
COLL 6.2.10RRP
(1) Any instruction for the issue or cancellation of units under COLL 6.2.5 R (Issue and cancellation of units by an ICVC) or COLL 6.2.6 R (Issue and cancellation of units in an AUT or ACS7) may be modified but only if the depositary agrees and has taken reasonable care to determine that:(a) the modification corrects an error in the instruction; and(b) the error is an isolated one.(2) Any error in (1) must be corrected within the payment period applicable under COLL 6.2.13 R (Payment
COLL 6.2.11RRP
(1) Where the authorised fund manager has not complied with COLL 6.2.8 R (1) (Controls over the issue and cancellation of units), it must correct the error as soon as possible and must reimburse the authorised fund any costs it may have incurred in correcting the position.(2) The authorised fund manager need not reimburse the authorised fund when:(a) the amount under (1) is not, in the depositary's opinion, material to the authorised fund;(b) the authorised fund manager can demonstrate
COLL 6.2.12GRP
Explanatory table: This table belongs to COLL 6.2.2 G (4) (Purpose).Correction of box management errors1Controls by authorised fund managersAn authorised fund manager needs to be able to demonstrate that it has effective controls over:(1)its calculations of what units are owned by it (its 'box'); and(2)compliance with COLL 6.2.8 R which is intended to prevent a negative box.2Controls by depositaries(1)Under COLL 6.6.4 (General duties of the depositary), a depositary should take
COLL 6.2.13RRP
(1) The authorised fund manager must, by the close of business on the fourth business day following the issue of any units, arrange for payment to the depositary of an AUT or ACS7 or the ICVC of:227(a) 2in the case of a single-priced authorised fund, the price of the units and any payments required under COLL 6.3.7 R (SDRT provision) and COLL 6.3.8 R (Dilution); or(b) 2in the case of a dual-priced authorised fund, the issue price of the units and any payment required under COLL
COLL 6.2.14RRP
(1) On cancellingunits the authorised fund manager must, before the expiry of the fourth business day following the cancellation of the units or, if later, as soon as practicable after delivery to the depositary of the AUT or ACS7 or the ICVC of such evidence of title to the units as it may reasonably require, require the depositary to pay:27(a) 2in the case of a single-priced authorised fund, the price of the units (less any deduction required under COLL 6.3.7 R and COLL 6.3.8
COLL 6.2.15RRP
The depositary may take into or pay out of scheme property assets other than cash2 as payment for the issue or cancellation of units2 but only if:(1) it has taken reasonable care to ensure that the property concerned would not be likely to result in any material prejudice to the interests of unitholders; and(2) the instrument constituting the fund8 so provides.8
COLL 8.5.1RRP
This section applies to an ICVC which is a qualified investor scheme and the authorised fund manager any other directors of an ICVC and the depositary of a qualified investor scheme.
COLL 8.5.2RRP
(1) The authorised fund manager must manage the scheme in accordance with:(a) the instrument constituting the fund;1212(b) the rules in this sourcebook;(c) the most recently published prospectus; and(d) for an ICVC, the OEIC Regulations.(2) The authorised fund manager must carry out such functions as are necessary to ensure compliance with the rules in this sourcebook that impose obligations on the authorised fund manager or ICVC, as appropriate.(3) The authorised fund manager
COLL 8.5.3RRP
(1) An authorised fund manager may give instructions to deal in the scheme property.(2) An authorised fund manager must avoid the scheme property being used or invested contrary to any provision in COLL 8.4 (Investment and borrowing powers).(3) An authorised fund manager must immediately on becoming aware of any breach of COLL 8.4 take action, at its own expense, to rectify that breach.(4) An authorised fund manager must take the action in (3) immediately, except in circumstances
COLL 8.5.4RRP
(1) The depositary is responsible for the safekeeping of all the scheme property.(2) The depositary must:(a) take all steps to ensure that transactions properly entered into for the account of the scheme are completed;(b) take all steps to ensure that instructions properly given by the authorised fund manager in respect of the exercise of rights related to scheme property are carried out;(c) ensure that any scheme property in registered form is as soon as reasonably practicable
COLL 8.5.5RRP
(1) The authorised fund manager (or in addition any other director in the case of an ICVC) may delegate any function to any person.(2) The depositary has the power to delegate any function to anyone, including in the case of an ICVC a director, to assist the depositary to perform its functions, save that it must not retain the services of the authorised fund manager or, in the case of an ICVC, any other director to perform any part of its functions of safe custody of the scheme
COLL 8.5.6GRP
Directors of an ICVC, authorised fund managers and depositaries should also have regard to 6SYSC 85 (Outsourcing).6SYSC 8.1.6 R5states that a firm remains fully responsible for discharging all of its obligations under the regulatory system if it outsources crucial or important operational functions or any relevant services and activities. 5555
COLL 8.5.7RRP
(1) The authorised fund manager and the depositary must ensure that any transaction in respect of the scheme property undertaken with an affected person is on terms at least as favourable to the scheme as any comparable arrangement on normal commercial terms negotiated at arm's length with an independent third party.(2) Paragraph (1) is subject to any provision in the instrument constituting the fund12 and the prospectus imposing a prohibition in relation to any type of trans
COLL 8.5.8RRP
(1) The authorised fund manager10 or the depositary of an AUT or ACS10 (in accordance with their responsibilities as set out in the instrument constituting the fund12) must maintain a register of unitholders as a document in accordance with this rule.101012(2) The register must contain:(a) the name and address of each Unitholder (for joint Unitholders no more than four need to be registered);(b) the number of units (including fractions of a unit) of each class held by each unitholder;
COLL 8.5.10RRP
(1) The authorised fund manager must:(a) ensure that at each valuation point there are at least as many units in issue of any class as there are units registered to unitholders of that class; and(b) not do, or omit anything that would, or might confer on itself a benefit or advantage at the expense of a unitholder or potential unitholder.(2) For the purposes of (1) the authorised fund manager may take into account sales and redemptions after the valuation point, provided it has
COLL 8.5.10ARRP
3If a qualified investor scheme has two or more classes of unit in issue, the authorised fund manager may treat any or all of those classes as one for the purpose of determining the number of units to be issued or cancelled by reference to a particular valuation point, if:(1) the depositary gives its prior agreement; and(2) the relevant classes:(a) have the same entitlement to participate in, and the same liability for charges, expenses and other payments that may be recovered
COLL 8.4.1RRP
This section applies to an ICVC which is a qualified investor scheme and an authorised fund manager and a depositary of a qualified investor scheme.
COLL 8.4.6RRP
(1) An authorised fund manager must take reasonable care to determine the following when entering into any transaction in derivatives or any commodity contract which may result in any asset becoming part of the scheme property:(a) if it is an asset in which the scheme property could be invested, that the transaction:(i) can be readily closed out; or(ii) would at the expected time of delivery relate to an asset which could be included in the scheme property under the rules in this
COLL 8.4.7ARRP
A transaction in an OTC derivative must be capable of valuation which it will only be if the authorised fund manager having taken reasonable care determines that, throughout the life of the derivative (if the transaction is entered into), it will be able to value the investment concerned with reasonable accuracy: (1) on the basis of the pricing model; or(2) on some other reliable basis reflecting an up-to-date market value;which has been agreed between the authorised fund manager
COLL 8.4.9RRP
(1) The ICVC, or the depositary at the request of the ICVC, or the depositary of an AUT or ACS9 at the request of the authorised fund manager,9 may enter into a repo contract or a 2stock lending arrangement within section 263B of the Taxation of Chargeable Gains Act 1992 (without extension by section 263C).99(2) The depositary must ensure that the value of any collateral, for the stock lending arrangement is at all times at least equal to the value of the securities transferred
COLL 8.4.10RRP
(1) The ICVC or depositary of an AUT or ACS9 (on the instructions of the authorised fund manager)9 may borrow money for the use of the authorised fund on terms that the borrowing is to be repayable out of the scheme property.99(2) The authorised fund manager must ensure that the authorised fund's borrowing does not, on any day, exceed 100 % of the net value of the scheme property and must take reasonable care to ensure that arrangements are in place that will enable borrowings
COLL 8.4.11RRP
(1) Any investment in land or a building held within the scheme property of a qualified investor scheme must be in an immovable within (2).(2) For an immovable :(a) it must be situated in a country or territory identified in the prospectus;(b) the authorised fund manager must have taken reasonable care to determine that the title to the interest in the immovable is a good marketable title; and(c) the authorised fund manager of an AUT or ACS9 or the ICVC must have received a report
COLL 8.4.11BGRP
(1) 4The authorised fund manager may transfer capital and income between an intermediate holding vehicle and the scheme by the use of inter-company debt if the purpose of this is for investment in immovables and repatriation of income generated by such investment. In using inter-company debt, the authorised fund manager should ensure the following:(a) a record of inter-company debt is kept in order to provide an accurate audit trail; and(b) interest paid out on the debt instruments
COLL 8.4.13RRP
(1) In relation to the appointment of a valuer the authorised fund manager must:(a) at the outset appoint the standing independent valuer with the approval of the depositary and likewise upon any vacancy; and(b) ensure that any immovables in the scheme property are valued by an appropriate valuer (standing independent valuer) appointed by the authorised fund manager.(2) The following apply in relation to the functions of the standing independent valuer:(a) the authorised fund
COLL 4.4.1RRP
This section applies to an authorised fund manager, a depositary and any other director of an ICVC.
COLL 4.4.2RRP
(1) The authorised fund manager, the depositary or the other directors of an ICVC may convene a general meeting of unitholders at any time.(2) The unitholders may request the convening of a general meeting by a requisition which must:(a) state the objects of the meeting;(b) be dated;(c) be signed by unitholders who, at that date, are registered as the unitholders of units representing not less than one-tenth in value (or such lower proportion stated in the instrument constituting
COLL 4.4.5RRP
(1) Where the authorised fund manager, the depositary or the other directors of an ICVC decide to convene a general meeting of unitholders:(a) each unitholder must be given at least 14 days written notice, inclusive of the date on which the notice is first served and the day of the meeting; and(b) the notice must specify the place, day and hour of the meeting and the terms of the resolutions to be proposed and a copy of the notice must be sent to the depositary. (2) The accidental
COLL 4.4.7RRP
(1) Except where an extraordinary resolution is specifically required or permitted, any resolution of unitholders is passed by a simple majority of the votes validly cast at a general meeting of unitholders.(2) In the case of an equality of, or an absence of, votes cast, the chairman is entitled to a casting vote.(3) Where a resolution (including an extraordinary resolution) is required to conduct business at a meeting of unitholders and every unitholder is prohibited under COLL
COLL 4.4.9RRP
(1) A resolution put to the vote of a general meeting must be determined on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:(a) the chairman;(b) at least two unitholders; or(c) the depositary.(2) Unless a poll is demanded in accordance with (1), a declaration by the chairman as to the result of a resolution is conclusive evidence of the fact.
COLL 4.4.11RRP
(1) A meeting of unitholders must have a chairman, nominated:11(a) in the case of an AUT or ACS3, by the depositary;313(b) in the case of an ICVC, by a director other than the ACD or an associate of the ACD or, if no such nomination is made, by the depositary.1(2) If the chairman is not present after a reasonable time from the time for the meeting, the unitholders present must choose one of them to be chairman.(3) The chairman:(a) may, with the consent of any meeting of unitholders
COLL 4.4.13RRP
(1) Any document or notice to be served on or information to be given to, any person, including the FCA , must be in legible form.(2) For the purposes of this rule, any form is legible form which:(a) is consistent with the ICVC's, the directors', the authorised fund manager's or the depositary's knowledge of how the recipient of the document wishes or expects to receive the document;(b) is capable of being provided in hard copy by the authorised fund manager, the depositary or
COLL 6.6A.1RRP
(1) 1This section applies to:(a) an authorised fund manager of a UCITS scheme, a depositary, an ICVC and any other director of an ICVC which is a UCITS scheme; and(b) subject to (2), a UKUCITS management company providing collective portfolio management services for an EEA UCITS scheme under the freedom to provide cross border services.(2) COLL 6.6A.6 R (Strategies for the exercise of voting rights) also applies to a UKUCITS management company providing collective portfolio management
COLL 6.6A.7RRP
2An authorised fund manager of a UCITS scheme, or a UK UCITS management company of an EEA UCITS scheme, must (for each scheme it manages) ensure that: (1) a single depositary is appointed; and (2) the assets of the UCITS are entrusted to the depositary for safekeeping in accordance with:(a) for a UCITS scheme, COLL 6.6B.18R and COLL 6.6B.19R; and(b) for an EEA UCITS scheme, the national laws and regulations in the Home State of the EEA UCITS scheme that implement article 22(5)
COLL 6.6A.8RRP
2An authorised fund manager must ensure that the depositary it appoints under COLL 6.6A.7R is a firmestablished in the United Kingdom that has the Part 4A permission of acting as trustee or depositary of a UCITS and is one of the following:(1) a national central bank; or(2) a credit institution; or(3) a firm which: (a) has own funds of not less than the higher of: (i) the requirement calculated in accordance with articles 315 or 317 of the EU CRR; or(ii) £4million; and(b) either:
COLL 6.6A.9GRP
2For a depositary to be established in the United Kingdom, it must have its registered office or branch in the United Kingdom.
COLL 6.6A.10RRP
2A UK UCITS management company must ensure the depositary it appoints for each EEA UCITS scheme it manages is established in the Home State of the EEA UCITS scheme and is eligible to be a depositary in that Home State. [Note: article 23(2) of the UCITS Directive]
COLL 6.6A.11RRP
(1) 2An authorised fund manager of a UCITS scheme, or a UK UCITS management company of an EEA UCITS scheme, must ensure that the appointment of the depositary is evidenced by a written contract.(2) The contract must regulate the flow of information deemed necessary to allow the depositary to perform its functions for the scheme.[Note: article 22(2) of the UCITS Directive]
COLL 6.6A.13GRP
2Article 2 of the UCITS level 2 regulation sets out the minimum information that must be included in the written contract between: (1) (a) the authorised fund manager of a UCITS scheme; or(b) a UK UCITS management company of an EEA UCITS scheme; and(2) the depositary.
COLL 6.5.2RRP
Table of application This table belongs to COLL 6.5.1 R.RuleICVCACDAny other director of an ICVCDepositary of an ICVCAuthorised fund manager of an AUT or ACS33Depositary of an AUT or ACS336.5.1Rxxxxxx6.5.3Rxxxx6.5.4Rxxx6.5.5Rxx6.5.6Rxx6.5.7Rxx6.5.8Rxx6.5.9Rxx6.5.10RxxxxNote: "x" means "applies", but not every paragraph in every rule will necessarily apply.
COLL 6.5.2AGRP
4COLL 6.6A and COLL 6.6B set out additional FCArules and guidance applicable to the authorised fund manager and depositary of a UCITS scheme in relation to the appointment and duties of the depositary.
COLL 6.5.3RRP
(1) The directors (or director) of an ICVC must take all practicable steps to ensure the ICVC has at all times as its ACD a person who is qualified to act as ACD.(2) If the ICVC ceases to have any director, the depositary must exercise its powers, under the OEIC Regulations, to appoint a person to be an ACD of the ICVC.(3) For an ICVC that holds annual general meetings under the OEIC Regulations, the1 appointment of an ACD (other than the first ACD), under (1) or (2), must terminate
COLL 6.5.4RRP
(1) The appointment of an ACD terminates immediately upon it ceasing to be a director.(2) The appointment of an ACD terminates if a notice of termination of that appointment, the terms of which have been approved by a resolution of the board of directors of the ICVC, is given to the ACD.(3) If there is no director other than the ACD, the appointment of the ACD terminates if a notice of termination of that appointment is given by the depositary to the ACD and to the ICVC, following
COLL 6.5.6RRP
If the ICVC ceases to have any directors, the depositary may:(1) retain the services of an authorised person to carry out the functions referred to in COLL 6.6.3 R (3) (a) and COLL 6.6.3 R (1) (b) ; or(2) manage the scheme property itself on behalf of the ICVC until a director is appointed or the winding up of the ICVC is commenced provided it is not prohibited from doing so by any law or rule.
COLL 6.5.7RRP
(1) The authorised fund manager3 of an AUT3 or ACS3 is subject to removal by written notice by the depositary3 upon any of the following events:33(a) the calling of a meeting to consider a resolution for winding up the authorised fund manager3;3(b) an application being made to dissolve the authorised fund manager3 or to strike it off the Register of Companies;3(c) the presentation of a petition for the winding up of the authorised fund manager3;3(d) the making of, or any proposals
COLL 6.5.8RRP
(1) The authorised fund manager of an AUT or ACS3 has the right to retire in favour of another person eligible under the Act and approved in writing by the depositary3 upon:33(a) the retiring authorised fund manager3 appointing that person by deed as authorised fund manager3 in its place and assigning to that person all its rights and duties as such a authorised fund manager3; and333(b) the new authorised fund manager3 entering into such deeds as the depositary3 reasonably considers
COLL 6.5.9RRP
(1) Upon the removal or retirement of the authorised fund manager3, the removed or retiring authorised fund manager of an AUT or ACS:333(a) is entitled to be recorded in the register for those units continued to be held or treated as held by it as principal3; and(b) may require the depositary3 to issue to it a certificate for those units (if not previously issued).3(2) Paragraph (1) is subject to any restriction in the prospectus relating to the permitted categories of unitho
COLL 6.5.10RRP
(1) The depositary of an authorised fund may not retire voluntarily except upon the appointment of a new depositary.(2) The depositary of an authorised fund must not retire voluntarily unless, before its retirement, it has ensured that the new depositary has been informed of any circumstance of which the retiring depositary has informed the FCA.(3) When the depositary of an authorised fund wishes to retire or ceases to be an authorised person, the authorised fundmanager may, subject
COLL 5.2.1RRP
13(1) 13This section applies to an ICVC, an ACD, an authorised fund manager17 of an AUT or ACS and17 a depositary of an ICVC, AUT or ACS17 where such ICVC, AUT or ACS17 is a UCITS scheme, in accordance with COLL 5.2.2 R (Table of application).17171717(2) COLL 5.2.23C R (Valuation of OTC derivatives) also applies to a UK UCITS management company providing collective portfolio management services for an EEA UCITS scheme from a branch in another EEA State or under the freedom to
COLL 5.2.2RRP
This table belongs to COLL 5.2.1 R.RuleICVCACDAuthorised fund manager of an AUT or ACS1717Depositary of an ICVC, AUT or ACS17175.2.3R to 5.2.9Rxx12125.2.9ARxx5.2.10R(1)xx5.2.10R(2)(a)&(b)xx5.2.10R(2)(c)x175.2.10R(3)xx5.2.10AR to 5.2.10EG7xx5.2.11R to 5.2.21Rxx5.2.22Rxx13135.2.22AGxxxx175.2.23R(1)xxx5.2.23R(2) to (4)7xxxx17135.2.23CRxx5.2.26Rxx5.2.27Rx5.2.28Rx5.2.29R to 5.2.33Rxxx13135.2.34GxxNote: x means "applies"
COLL 5.2.10RRP
(1) A market is eligible for the purposes of the rules in this sourcebook if it is:(a) a regulated market;(b) a market in an EEA State which is regulated, operates regularly and is open to the public; or(c) any market within (2).(2) A market not falling within (1)(a) and (b) is eligible for the purposes of the rules in this sourcebook if:(a) the authorised fund manager, after consultation with and notification to the depositary (and in the case of an ICVC, any other directors),
COLL 5.2.11AGRP
(1) [deleted]13113(2) [deleted]1313(3) 5In applying the spread limit of 20% in value of scheme property which may consist of deposits with a single body, all uninvested cash comprising capital property that the depositary holds should be included in calculating the total sum of the deposits held by it and other companies in its group on behalf of the scheme.
COLL 5.2.12RRP
(1) This rule applies to government and public securities ("such securities").(2) Where no more than 35% in value of the scheme property is invested in such securities issued by any one body, there is no limit on the amount which may be invested in such securities or in any one issue.(3) An authorised fund may invest more than 35% in value of the scheme property in such securities issued by any one body provided that:(a) the authorised fund manager has before any such investment
COLL 5.2.13RRP
A UCITS scheme must not invest in units in a collective investment scheme ("second scheme") unless the second scheme satisfies all of the following conditions, and provided that no more than 30% of the value of the UCITS scheme is invested in second schemes within (1)(b) to (e):88(1) the second scheme must:(a) satisfy the conditions necessary for it to enjoy the rights conferred by the UCITS Directive; or(b) be a recognised scheme18 under the provisions of section 27218 of the
COLL 5.2.14GRP
(1) COLL 9.3 gives further detail as to the recognition of a scheme under section 27218of the Act.18(2) Article 5013 of the UCITS Directive sets out the general investment limits. So, a scheme18 which has the power to invest in gold or immovables would not meet the criteria set out in COLL 5.2.13R (1).18131818(3) 8In determining whether a scheme (other than a UCITS)18 meets the requirements of article 50(1)(e)13 of the UCITS Directive for the purposes ofCOLL 5.2.13R (1),18 the
COLL 5.2.22AGRP
[deleted]131(1) In the FCA's view the requirement in COLL 5.2.22R (1)(a) can be met where:(a) the risks of the underlying financial instrument of a derivative can be appropriately represented by another financial instrument and the underlying financial instrument is highly liquid; or(b) the authorised fund manager or the depositary has the right to settle the derivative in cash, and cover exists within the scheme property which falls within one of the following asset classes:(i)
COLL 5.2.23RRP
A transaction in an OTC derivative under COLL 5.2.20 R (1) (b) must be:(1) with an approved counterparty; a counterparty to a transaction in derivatives is approved only if the counterparty is:(a) an eligible institution or an approved bank; or(b) a person whose permission (including any requirements or limitations), as published in the Financial Services Register, or whose Home State authorisation, permits it to enter into the transaction as principal off-exchange;(2) on approved
COLL 5.2.23BRRP
10In respect of its obligations under COLL 6.6.4 R (1) (a) , the depositary must take reasonable care to ensure that the authorised fund manager has systems and controls that are adequate to ensure compliance with COLL 5.2.23 R (1) to (4).
COLL 6.9.1RRP
This section applies to an1authorised fund manager, a1depositary, an ICVC and any other directors of an ICVC1.111
COLL 6.9.2GRP
(1) Regulation 15(8)(f) of the OEIC Regulations (Requirements for authorisation) requires independence between the depositary, the ICVC and the ICVC's directors, as does section 243(4) of the Act (Authorisation orders) for the trustee and manager of an AUT, and section 261D(4) of the Act (Authorisation orders) for the depositary and authorised fund manager of an ACS6. COLL 6.9.3 G to COLL 6.9.5 G give the6FCA's view of the meaning of independence of these relationships. An ICVC,
COLL 6.9.3GRP
(1) Independence is likely to be lost if, by means of executive power, either relevant party could control the action of the other.(2) The board of one relevant party should not be able to exercise effective control of the board of another relevant party. Arrangements which might indicate this situation include quorum provisions and reservations of decision-making capacity of certain directors.(3) For an AUT or ACS6, the FCA would interpret the concept of directors in common to
COLL 6.9.6GRP
(1) Regulation 15(9) of the OEIC Regulations, and sections 243(8) and 261D(10)6 of the Act require that an authorised fund's name must not be undesirable or misleading. This section contains guidance on some specific matters the FCA will consider in determining whether the name of an authorised fund is undesirable or misleading. It is in addition to the requirements of regulation 19 of the OEIC Regulations (Prohibition on certain names).6(2) The FCA will take into account whether
COLL 6.9.11RRP
An ICVC must notify the FCA within 14 days of the occurrence of any of the following:(1) any amendment to the instrument of incorporation;(2) any change in the address of the head office of the ICVC;(3) any change of director;(4) any change of depositary;(5) in respect of any director or depositary, any change in the information mentioned in regulation 12(1)(b) or (c) of the OEIC Regulations (Applications for authorisation);(6) any change of the auditor of the ICVC;(7) any order
COLL 7.7.1RRP
1This section applies to an ICVC, an authorised fund manager of an AUT, ACS3 or ICVC, any other director of an ICVC and the depositary of any such scheme where, in each case, the AUT, ACS3 or ICVC is a UCITS scheme that is a party to:(1) a domestic UCITS merger; or(2) a cross-border UCITS merger.
COLL 7.7.4RRP
A domestic UCITS merger between two or more UCITS schemes, or a cross-border UCITS merger between one or more UCITS schemes which is or are the merging UCITS and one or more EEA UCITS schemes, is permissible provided:(1) it is effected in accordance with the requirements of:(a) the UCITS Regulations 2011, which include the need for the FCA to have made a prior order approving the proposed merger (which may be made subject to (2)); and(b) this chapter; and (2) in the case of a
COLL 7.7.6GRP
(1) The requirements and the process which must be followed to give effect to a proposal for a UCITS merger as specified by Chapter VI of the UCITS Directive (see articles 37 to 48) have been implemented in the United Kingdom by the provisions of Part 4 of the UCITS Regulations 2011. The main features of the regime as set out in those provisions include:(a) the different types of merger operation that will be recognised for a UCITS merger;(b) the need for the FCA to give prior
COLL 7.7.9RRP
The depositary of a UCITS scheme that is either a merging UCITS or a receiving UCITS in a proposed UCITS merger must verify that the statements in the common draft terms of merger required under COLL 7.7.7 R (2)(a), (f) and (g), to the extent they relate to the scheme for which it is the depositary, conform with the provisions of the regulatory system and the instrument constituting the fund.55[Note: article 41 of the UCITS Directive]
COLL 7.7.10RRP
(1) The authorised fund manager of a UCITS scheme that is a merging UCITS or a receiving UCITS in a proposed UCITS merger must ensure that a document containing appropriate and accurate information on the merger is provided to the unitholders of that scheme so as to enable them to:(a) make an informed judgment about the impact of the proposal on their investment;(b) exercise their rights under regulation 12 (Right of redemption) of the UCITS Regulations 2011; and(c) where applicable,
COLL 7.7.13RRP
(1) Where the merging UCITS is a UCITS scheme, the information document that its authorised fund manager must provide to its unitholders under COLL 7.7.10 R (3)(b) must also include:(a) details of any differences in the rights of unitholders of the merging UCITS before and after the proposed UCITS merger takes effect;(b) if the key investor information of the merging UCITS and the receiving UCITS show synthetic risk and reward indicators in different categories, or identify different
COLL 7.7.22RRP
The authorised fund manager of a UCITS scheme that is the receiving UCITS in either a domestic or cross-border UCITS merger must confirm in writing to the depositary of the UCITS scheme and the FCA that the merger transfer is complete.[Note: article 48(4) of the UCITS Directive]
COLL 5.5.1RRP
This section applies to an ICVC, an ACD, an authorised fund manager of an AUT or ACS, and4 a depositary of an ICVC, AUT or ACS4, where such ICVC, AUT or ACS4 is a UCITS scheme as set out in COLL 5.5.2 R (Table of application).444
COLL 5.5.2RRP
This table belongs to COLL 5.5.1 R.RuleICVCACDAuthorised fund manager of an AUT or ACS44Depositary of an ICVCDepositary of an AUT or ACS5.5.3Rxx5.5.4R(1) to (3)xx5.5.4R(4)&(5)xx5.5.4R(6)xx5.5.4R(7)xxxxx5.5.4R(8)x5.5.5R(1) to (3)xx15.5.6R(1)&(2)xxx5.5.6R(3)x5.5.7R(1)-(3)xxx5.5.7R(4)xxx5.5.8Rxxx5.5.9Rxxx5.5.10GxxxxxNote: x means "applies"
COLL 5.5.4RRP
(1) The ICVC or depositary of an AUT or ACS4 (on the instructions of the authorised fund manager4) may, in accordance with this rule and COLL 5.5.5 R (Borrowing limits), borrow money for the use of the authorised fund on terms that the borrowing is to be repayable out of the scheme property.44(2) Paragraph (1) is subject to the obligation of the authorised fund to comply with any restriction in the instrument constituting the fund.55(3) The ICVC or depositary of an AUT or ACS4
COLL 5.5.7RRP
(1) The scheme property of an authorised fund other than money must not be lent by way of deposit or otherwise.(2) Transactions permitted by COLL 5.4 (Stock lending) are not to be regarded as lending for the purposes of (1).(3) The scheme property must not be mortgaged.(4) Where transactions in derivatives or forward transactions are used for the account of the authorised fund in accordance with any of the rules in this chapter, nothing in this rule prevents the ICVC or the depositary
COLL 5.5.9RRP
(1) An ICVC or a depositary for the account of an authorised fund must not provide any guarantee or indemnity in respect of the obligation of any person.(2) None of the scheme property of an authorised fund may be used to discharge any obligation arising under a guarantee or indemnity with respect to the obligation of any person.(3) Paragraphs (1) and (2) do not apply to:(a) any indemnity or guarantee given for margin requirements where the derivatives or forward transactions
SUP 16.6.2GRP
Applicable provisions of this section (see SUP 16.6.1 G)Category of firmApplicable provisionsBank4SUP 16.6.4 R - SUP 16.6.5 RTrustee of an AUT Depositary of an ICVC Depositary of an ACS5SUP 16.6.6 R - SUP 16.6.9 G7
SUP 16.6.6RRP
A firm within a category listed in the left-hand column of SUP 16.6.7 R must submit compliance reports in accordance with SUP 16.6.7 R.
SUP 16.6.7RRP
Compliance reports from trustees of AUTs, and7depositaries of ICVCs and ACSs7(see SUP 16.6.6R)6Report Frequency Due dateReport from a trustee of an AUT on manager's failures as set out in SUP 16.6.8 R (1)Quarterly 1 month after quarter end (Note)66Report from adepositaryof anACSon failures by theauthorised contractual scheme manageras set out in SUP 16.6.8 R (2A)Quarterly1 month after quarter end (Note)Report from a depositary of an ICVC on failures by the authorised corporate
SUP 16.6.8RRP
(1) The report from a trustee of an AUT to the FCA13 must state, in relation to the manager of each AUT for which it is a trustee, the number of times during the quarter in which facts came to the firm's knowledge from which it appeared, or might have appeared, that the manager had failed (materially or otherwise) to: 13(a) give correct instructions to the trustee to create or cancel units in the AUT when the manager should have done so, and the error: (i) resulted in the creation
COLL 7.4A.1GRP
(1) 1This section deals with the circumstances and manner in which an ACS is to be wound up or a sub-fund of a co-ownership scheme is to be terminated otherwise than by the court as an unregistered company under the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 (further rules regarding schemes of arrangement are found in COLL 7.6 (Schemes of arrangement)).(2) An ACS may be wound up under this section only if it is solvent. Under section 261W of the Act (Requests
COLL 7.4A.3GRP
This table belongs to COLL 7.4A.1G (5) (Explanation of COLL 7.4A)Summary of the main steps in winding up an ACS or terminating a sub-fund of a co-ownership scheme under FCArulesNotes: N = Notice to be given to the FCA under section 261Q of the Act in a section 261Q case.R = Request to wind up the scheme under section 261W of the Act in a section 261W case. E = commencement of winding up or terminationW/U = winding upFAP = final accounting periodStep numberExplanationWhenCOLLrule,
COLL 7.4A.4RRP
(1) Upon the happening of any of the matters or dates referred to in (3), and subject to the requirement of (4) being satisfied, and not otherwise:(a) COLL 6.2 (Dealing), COLL 6.3(Valuation and pricing) and COLL 5 (Investment and borrowing powers) cease to apply to the ACS or to the units and scheme property in the case of a sub-fund of a co-ownership scheme; (b) the depositary must cease to issue and cancelunits, except in respect of the final cancellation under COLL 7.4A.6R
COLL 7.4A.5RRP
(1) Either before notice is given under section 261Q of the Act or before a request is made under section 261W of the Act in relation to the proposals referred to in COLL 7.4A.4R (4), the authorised contractual scheme manager must make a full inquiry into the ACS's (or, in the case of the termination of a sub-fund of a co-ownership scheme, the sub-fund's) affairs, business and property to establish whether the ACS or the sub-fund will be able to meet all its liabilities.(2) The
COLL 7.4A.6RRP
(1) Where COLL 7.4A.4R (3)(f) applies, the depositary must cancel all units in issue and wind up the ACS or terminate the sub-fund of the co-ownership scheme in accordance with the approved scheme of arrangement.(2) In any other case falling within COLL 7.4A.4 R:(a) once the ACS falls to be wound up or sub-fund terminated, the depositary must realise the scheme property;(b) after paying out or retaining adequate provision for all liabilities payable and for the costs of the winding
COLL 7.4A.7GRP
For the purposes of this section, an ACS may be treated as having been wound up or a sub-fund of a co-ownership scheme terminated upon completion, where relevant, of all of the steps in (1) to (3):(1) payment or adequate provision being made (by the depositary after consulting the authorised contractual scheme manager) to cover the expenses relating to the winding up or termination and all liabilities of the scheme;(2) the scheme property being realised or distributed in accordance
COLL 7.4A.9RRP
(1) For any annual or half-yearly accounting period which begins after commencement of the winding up or termination, the authorised contractual scheme manager is not required to prepare a short report (COLL 4.5.13R (Provision of short report)), provided that it has reasonably determined that the report is not required in the interests of the unitholders.(2) The authorised contractual scheme manager must consult the depositary before determining that a short report is not required
COLL 11.4.1RRP
(1) An authorised fund manager of a feeder UCITS is responsible for communicating to the depositary of the scheme any information about the master UCITS which is required for the completion of the depositary's regulatory obligations.(2) Where a master UCITS and its feeder UCITS have different depositaries, the depositaries must enter into an information-sharing agreement in order to ensure fulfilment of their respective duties.[Note: article 61(1) first and fourth paragraphs of
COLL 11.4.2RRP
(1) The information-sharing agreement referred to in COLL 11.4.1R (2) must include:(a) identification of the documents and categories of information which are to be routinely shared between both depositaries, and whether that information or those documents are provided by one depositary to the other or made available on request;(b) the manner and timing, including any applicable deadlines, of the transmission of information by the depositary of the master UCITS to the depositary
COLL 11.4.3RRP
(1) Where a depositary of a master UCITS detects any irregularities with regards to the scheme which may have a negative impact on the relevant feeder UCITS, the depositary must immediately inform:(a) the FCA;(b) the feeder UCITS or, where applicable, its management company; and(c) the depositary of the feeder UCITS.(2) The irregularities referred to in (1) include, but are not limited to:(a) errors in the valuation of the scheme property performed in accordance with COLL 6.3.3
COLL 11.4.4GRP
(1) When notifying the FCAof any irregularities in accordance with COLL 11.4.3R (1), the depositary of the master UCITS should also inform the depositary of the feeder UCITS how the master UCITS or its authorised fund manager has resolved or proposes to resolve the irregularity.(2) Where the depositary of a UCITS scheme that is a feeder UCITS is informed by the depositary of a master UCITS of an irregularity and is not satisfied that the resolution or proposed resolution is in
COLL 11.4.5GRP
Section 351A (Disclosure under the UCITS directive) of the Act provides that where a trustee of an AUT or the depositary of an ACS1 which is a master UCITS or a feeder UCITS, or any person acting on their behalf, makes a disclosure to comply with rules implementing Chapter VIII of the UCITS Directive, that disclosure is not to be taken as a contravention of any duty to which the person making the disclosure is subject. The OEIC Regulations (see regulation 83A) contain corresponding
COLL 5.6.1RRP
(1) This section applies to the authorised fund manager and the depositary of a non-UCITS retail scheme and to an ICVC which is a non-UCITS retail scheme.(2) Where this section contains a reference to a rule in any of COLL 5.1 to COLL 5.5 , these rules and any rules to which they refer or any relevant guidance should be read as if any reference to a UCITS scheme is to a non-UCITS retail scheme.
COLL 5.6.7AGRP
(1) 2COLL 5.6.7 R (7) to (10) replicate the provisions of Article 5 of the Commission Recommendation 2004/383/EC of 27 April 2004 on the use of financial derivative instruments for undertakings for collective investment in transferable securities, so as to enable non-UCITS retail schemes to benefit from the same flexibility.11(2) The attention of authorised fund managers is specifically drawn to condition (d) in COLL 5.6.7 R (8) under which the collateral has to be legally enforceable
COLL 5.6.17GRP
(1) The risk management process should take account of the investment objectives and policy of the non-UCITS retail scheme as stated in its most recent prospectus.(2) The depositary should take reasonable care to review the appropriateness of the risk management process in line with its duties under COLL 6.6.4 R (General duties of the depositary) and COLL 6.6.14 R (Duties of the depositary and authorised fund manager: investment and borrowing powers)2, as appropriate.2(3) An authorised
COLL 5.6.18RRP
(1) Any investment in land or a building held within the scheme property of a non-UCITS retail scheme must be an immovable within (2) to (5).(2) An immovable must:(a) be situated in a country or territory identified in the prospectus for the purpose of this rule; and(b) if situated in:(i) England and Wales or Northern Ireland, be a freehold or leasehold interest; or(ii) Scotland, be any interest or estate in or over land or heritable right including a long lease; or(c) if not
COLL 5.6.18BGRP
(1) 5The authorised fund manager may transfer capital and income between an intermediate holding vehicle and the scheme by the use of inter-company debt if the purpose of this is for investment in immovables and repatriation of income generated by such investment. In using inter-company debt, the authorised fund manager should ensure the following:(a) a record of inter-company debt is kept in order to provide an accurate audit trail; and(b) interest paid out on the debt instruments
COLL 5.6.20RRP
(1) The following requirements apply in relation to the appointment of a valuer:(a) the authorised fund manager must ensure that any immovables in the scheme property are valued by an appropriate valuer (standing independent valuer) appointed by the authorised fund manager; and(b) the appointment must be made with the approval of the depositary at the outset and upon any vacancy.18(2) The standing independent valuer in (1) must be:(a) for an AUT or ACS18, independent of the authorised
EG 14.2.1RP
1The FCA may use its powers under sections 254, 257 and 258 (in the case of AUTs) and sections 261U, 261X and 261Y (in the case of ACSs) individually, together, and as well as direct enforcement action against a depositary or authorised fund manager in their capacity as firms.
EG 14.2.3RP
1The following are examples of situations where the FCA may consider it appropriate to seek a court order under section 258 (in the case of an AUT) or section 261Y (in the case of an ACS) to remove the authorised fund manager or depositary: (1) Where there are grounds for concern over the behaviour of the authorised fund manager or depositary in respect of the management of the scheme or of its assets. (2) Where an authorised
EG 14.2.4RP
1The FCA recognises that participants in an AUT or ACS have a direct financial interest in the scheme property. It follows that in cases where it considers it appropriate to use its section 254 power (in the case of an AUT) or its section 261U power (in the case of an ACS) to revoke an authorisation order, the FCA will generally first require the authorised fund manager or depositary to wind up the AUT or ACS (or seek a court order for the
COLL 11.1.1RRP
1This chapter applies to:(1) an authorised fund manager of an AUT, ACS2 or an ICVC;(2) any other director of an ICVC;(3) an ICVC; and(4) a depositary2 of an AUT, ACS or2ICVC;2where such AUT, ACS2 or ICVC is a UCITS scheme that is a feeder UCITS or a master UCITS in accordance with COLL 11.1.2 R (Table of application).
COLL 11.1.2RRP
This table belongs to COLL 11.1.1 RReferenceICVCACDAny other directors of an ICVCAuthorised fund manager of an AUT or ACS22Depositary of an ICVC, AUT or ACS2211.1.1Rxxxxx11.1.3Gxxxxx11.2.1Gxxxx11.2.2Rxxxx11.3.1Rxxxx11.3.2Rxxxx11.3.3Gxxxx11.3.4Gxxxx11.3.5Rxxxx11.3.6Rxxxx11.3.7Rxxxx11.3.8Rxxxx11.3.9Rxxxx11.3.10Gxxxx11.3.11Rxxxx11.3.12Rxxxx11.3.13Rxxxx11.3.14Gxxxx11.4.1Rxxxxx11.4.2Rx11.4.3Rx11.4.4Gx11.4.5Gx11.5.6Rxxxx11.6.1Gxxxxx11.6.2Rxxxxx11.6.3Rxxxx11.6.4Rxxxx11.6.5Rxxxx11.6.6Rxxxx11.6.7Rxxxx11.6.8Gxxxx11.6.9Rxxxx11.6.10Rxxxx11.6.11Gxxxx11.6.12Rxxxx11.6.13Rxxxx11
COLL 11.1.3GRP
(1) This chapter sets out:(a) the notification requirements for a UCITS scheme to be approved as a feeder UCITS under section 283A (Master-feeder structures) of the Act; and(b) the requirements which apply to a feeder UCITS where its master UCITS is wound up, merges with another UCITS or is divided into one or more UCITS.(2) This chapter also ensures there is a flow of information and documents between a feeder UCITS and its master UCITS. In particular, it allows the authorised
COLL 8.6.1RRP
This section applies to:(1) an authorised fund manager, the directors, and the depositary of a qualified investor scheme; and(2) an ICVC which is a qualified investor scheme.
COLL 8.6.3RRP
(1) The authorised fund manager may, with the prior agreement of the depositary, and must without delay, if the depositary so requires,1 within any parameters which are fair and reasonable in respect of all the unitholders in the scheme and which are set out in the prospectus, temporarily1 suspend dealings in units of the scheme, a sub-fund or a class.(2) Any suspension within (1) must only be where the authorised fund manager has determined on reasonable grounds that there is
COLL 8.6.5RRP
In relation to an ICVC, ACS2 or an AUT which is a qualified investor scheme, the provisions in COLL 7.6 (Schemes of arrangement) will apply as appropriate to the authorised fund manager, any other directors of the ICVC and the depositary as if COLL 7.6 applied to a qualified investor scheme and did not exclude unitholders becoming unitholders in another qualified investor scheme.
COLL 3.2.1RRP
This section applies to:(1) an authorised fund manager of an AUT, ACS12 or ICVC;(2) any other director of an ICVC;(3) a depositary of an AUT, ACS12 or an ICVC;12(4) an ICVC; and12(5) a nominated partner;12except COLL 3.2.8 R(UCITS obligations), which applies only to an ICVC or to the authorised fund manager of an AUT or ACS where the ICVC, AUT or ACS is a UCITS scheme.1212
COLL 3.2.2RRP
(1) The instrument constituting the fund14 must not contain any provision that:14(a) conflicts with any rule in this sourcebook;(b) prevents units in the scheme being marketed in the United Kingdom; or(c) is unfairly prejudicial to the interests of unitholders generally or to the unitholders of any class of units.(2) Any power conferred by the rules on the ICVC, the authorised fund manager, any other director of the ICVC, or the depositary, whether in a sole or joint capacity,
COLL 3.2.3ARRP
12An ACS must be constituted by a contractual scheme deed made between the authorised contractual scheme manager and:(1) the depositary, in the case of a co-ownership scheme; or(2) the nominated partner, in the case of a limited partnership scheme.
COLL 3.2.6RRP
This table belongs to COLL 3.2.4 R (Matters which must be included in the instrument constituting the fund14)14Name of scheme1A statement of:(1) the name of the authorised fund; and(2) whether the authorised fund is a UCITS scheme or a non-UCITS retail scheme.Investment powers in eligible markets2A statement that, subject to any restriction in the rules in this sourcebook or the instrument constituting the fund14, the scheme has the power to invest in any eligible securities market