Related provisions for COLL 6.9.1

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COLL 6.6.2RRP

This table belongs to COLL 6.6.1 R.

Rule

ICVC

ACD

Any other directors of an ICVC

Depositary of an ICVC

Authorised fund manager of an AUT or ACS10

10

Depositary of an AUT or ACS10

10

6.6.1R

x

x

x

x

x

x

6.6.3R

x

x

x

x

x

106.6.3AR*

x

106.6.3BR*

x

6.6.4R

x

x

6.6.5R

x

x

x

x

x9

96.6.5AR*10

x

x10

96.6.5BG*10

x

x10

6.6.6R

x

x

6.6.7R

x

x

6.6.8R

x

x

6.6.9R

x

x

6.6.10R

x

x

x

x

6.6.11G

x

x

6.6.12R

x

x

6.6.13R

x

x

x

x

x

6.6.14R

x

x

x

x

6.6.15R

x

x

x

x

8

x

86.6.15AR*

x

x

6.6.16G

x

x

x

x

6.6.17R

x

x

x

x

x

6.6.18G

x

x

x

x

x

8Notes:

(1)

“x” means “applies”, but not every paragraph in every rule will necessarily apply.

8(2)

* COLL 6.6.3A Rand COLL 6.6.3B R only apply to authorised contractual scheme managers of ACSs.10

10

10(3)

* COLL 6.6.5A R and COLL 6.6.5B G only apply to ACDs of ICVCs which are umbrellas and authorised contractual scheme managers of co-ownership schemes which are umbrellas.10

10(4)

* COLL 6.6.15A R has a special application as set out in COLL 6.6.15AR (1).10

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, the16instrument constituting the fund, the OEIC Regulations, or the Money Market Funds Regulation16.1111
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 6.6.13RRP
(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 6.6.15RRP
(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 6.6.16GRP
(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 8.5.1RRP
(1) Subject to (2) and (3), 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.16(2) COLL 8.5.9R(1) to (8) and (10) do not apply where the qualified investor scheme is a regulated money market fund.16(3) Where a qualified investor scheme is a regulated money market fund, COLL 8.5.2R and COLL 8.5.3R apply to the authorised fund manager and depositary
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) A small authorised UK AIFM13(or in addition any other director in the case of an ICVC managed by a small authorised UK AIFM)13 may delegate any function to any person.(2) (a) 13The depositary of a scheme managed by a small authorised UK AIFM 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. (b) 13However, it must not retain the services of the authorised fund manager or, in the
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 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 4.4.11RRP
(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 4.5.1RRP
The rules and guidance in this section apply to an authorised fund manager, a depositary and any other director of an ICVC.
COLL 4.5.7RRP
(1) An annual long report on an authorised fund, other than a scheme which is an umbrella, must contain:(a) the 3accounts 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) comparative information12 in accordance with COLL 4.5.10 R (Comparative information12);1212(d) the report of the depositary in accordance
COLL 4.5.9RRP
The matters set out in (1) to (13)2 must be included in any authorised fund manager's report, except where otherwise indicated:2(1) the names and addresses of :(a) the authorised fund manager;(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
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 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 6.5.2RRP

Table of application

This table belongs to COLL 6.5.1 R.

Rule

ICVC

ACD

Any other director of an ICVC

Depositary of an ICVC

Authorised fund manager of an AUT or ACS3

3

Depositary of an AUT or ACS3

3

6.5.1R

x

x

x

x

x

x

6.5.3R

x

x

x

x

6.5.4R

x

x

x

6.5.5R

x

x

6.5.6R

x

x

6.5.7R

x

x

6.5.8R

x

x

6.5.9R

x

x

6.5.10R

x

x

x

x

Note: "x" means "applies", but not every paragraph in every rule will necessarily apply.

COLL 4.3.6ARRP
(1) 3In the case of a UCITS scheme, the appointment of a new ACD of an ICVC under COLL 6.5.3 R (Appointment of an ACD) or the replacement of the authorised fund manager of an AUT or ACS5 who proposes to retire under COLL 6.5.8 R (Retirement of an authorised fund manager of an AUT or ACS)5 must, if in either case the new authorised fund manager is established in a different EEA State to the outgoing authorised fund manager, be treated as a significant change in accordance with
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 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 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 5.6.20RRP
(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
COLL 8.3.4RRP

This table belongs to COLL 8.3.2 R.

1

Document status

A statement that this document is the prospectus of the authorised fund valid as at a particular date which shall be the date of the document.

2

Description of the authorised fund

Information detailing:

(1)

the name of the authorised fund;

16(1A)

its FCA product reference number (PRN);

(2)

that the authorised fund is either an ICVC, ACS11 or an AUT;

(3)

that the scheme is a qualified investor scheme;

(4)

where relevant, that the unitholders in an ICVC are not liable for the debts of the authorised fund;

(5)

where relevant, the address of the ICVC's head office and the address in the United Kingdom for service on the ICVC of documents required or authorised to be served on it;

(6)

the effective date of the authorisation order made by the FCA and, if the duration of the authorised fund is not unlimited, when it will or may terminate;

(7)

the base currency for the authorised fund;

(8)

where relevant, the maximum and minimum sizes of the ICVC's capital;

11

(9)

the circumstances in which the authorised fund may be wound up under the rules in COLL and a summary of the procedure for, and the rights of unitholders under, such a winding up; and11

11

(10)11

for an ACS that is a limited partnership scheme, the address of the proposed principal place of business of the limited partnership scheme.

3

Investment objectives and policy

(1)

Sufficient information to enable a unitholder to ascertain:

(a)

the investment objectives of the authorised fund;

(b)

the authorised fund's investment policy for achieving those investment objectives, including:

(i)

the general nature of the portfolio and any intended specialisation;

(ii)

the policy for the spreading of risk in the scheme property; and

(iii)

the policy in relation to the exercise of borrowing powers;

(c)

a description of any restrictions in the assets in which investment may be made; and

(d)

the extent (if any) to which that investment policy does not envisage remaining fully invested at all times.

(2)

For investment in immovables :

(a)

the countries or territories of immovables in which the authorised fund may invest;

(b)

the policy of the authorised fund manager in relation to insurance of immovables forming part of the scheme property; and

(c)

the policy of the authorised fund manager in relation to the granting of options over immovables in the scheme property and the purchase of options on immovables.

(3)

If intended, whether the scheme property may consist of units in collective investment schemes ("second schemes") which are managed by or operated by the authorised fund manager or by one of its associates and a statement as:

(a)

to the basis of the maximum amount of the charges in respect of transactions in a second scheme; and

(b)

the extent to which any such charges will be reimbursed to the scheme.

(4)

If intended, whether the scheme may enter into stock lending transactions and, if so, what procedures will operate and what collateral will be required.

(5)

Where a scheme is a feeder scheme which (in respect of investment in units in a single collective investment scheme) is dedicated to units in a collective investment scheme, details of the master scheme and the minimum (and, if relevant, maximum) investment that the feeder scheme may make in it;8

19

19

9

4

Distributions and accounting dates

Relevant details of accounting and distribution dates and a description of the procedures:

(1)

for determining and applying income (including how any distributable income is paid); and

(2)

relating to unclaimed distributions.

5

The characteristics of units in the authorised fund

Information as to:

(1)

the names of the classes of units in issue or available for issue and the rights attached to them in so far as they vary from the rights attached to other classes;

(2)

how unitholders may exercise their voting rights and what these are; and

(3)

the circumstances where a mandatory redemption, cancellation or conversion of units from one class to another may be required.11

115A

Issue of units in ACSs: eligible investors

(1)

A statement that units may not be issued to a person other than to a person :

12

(a)

who 12is a:

(i)

professional ACS investor; or

(ii)

large ACS investor; or

(iii)

person who already holds units in the scheme; and

(b)

to whom units in a qualified investor scheme may be promoted under COBS 4.12.4 R.12

12

(2)

A statement that the authorised contractual scheme manager of an ACS must redeemunits as soon as practicable after becoming aware that those units are vested in anyone (whether as a result of subscription or transfer of units) other than a person meeting the criteria in (1).

115B

Transfer of units in ACSs

(1)

A statement whether the transfer of units in the ACSscheme is either:

(a)

prohibited; or

(b)

allowed;

by the instrument constituting the fund13 and prospectus.

13

(2)

A statement that where transfer of units is allowed by the instrument constituting the fund13 and prospectus in accordance with (1)(b), units may only be transferred in accordance with the conditions specified by FCArules, including that units may not be transferred to a person other than a person :

1312

(a)

who 12is a:

(i)

professional ACS investor; or

(ii)

large ACS investor; or

(iii)

person who already holds units in the scheme; and

(b)

to whom units in a qualified investor scheme may be promoted under COBS 4.12.4 R.12

12

(3)

For a co-ownership scheme which is an umbrella, a statement in accordance with (1)(a) or (1)(b) and, where appropriate, a statement in accordance with (2), must also be made for the sub-funds. Where individual sub-funds have differing policies in relation to transfer of units, separate statements are required.

6

The authorised fund manager

The following particulars of the authorised fund manager:

(1)

its name and the nature of its corporate form;

(2)

the country or territory of its incorporation;

(3)

the date of its incorporation and if the duration of its corporate status is limited, when that status will or may cease;

(4)

if it is a subsidiary, the name of its ultimate holding company and the country or territory in which that holding company is incorporated;

(5)

the address of its registered office, its head office, and, if different, the address of its principal place of business in the United Kingdom;

(6)

the amount of its issued share capital and how much of it is paid up;

(7)

for an ICVC, a summary of the material provisions of the contract between the ICVC and the authorised fund manager which may be relevant to unitholders including provisions (if any) relating to termination, compensation on termination and indemnity; and

(8)

for an AUT, the names of the directors of the authorised fund manager.11

11

7

Directors of an ICVC, other than the ACD

Other than for the ACD:

(1)

the names and positions in the ICVC of the directors; and

(2)

the manner, amount and calculation of the remuneration of the directors.

8

The depositary

The following particulars of the depositary:

(1)

its name and the nature of its corporate form;

(2)

the country or territory of its incorporation;

(3)

the address of its registered office and the address of its head office if that is different from the address of its registered office; and

(4)

if neither its registered office nor its head office is in the United Kingdom, the address of its principal place of business in the United Kingdom.

9

The investment adviser

If an investment adviser is retained in connection with the business of the authorised fund, its name and whether or not it is authorised by the FCA.

10

The auditor

The name of the auditor of the authorised fund.

11

The register of Unitholders

Details of the address in the United Kingdom where the register of unitholders is kept and can be inspected by unitholders.

12

Payments out of the scheme property

The payments that may be made out of the scheme property to any person whether by way of remuneration for services, or reimbursement of expense and for each category of remuneration or expense, the following should be specified:

(1)

the current rates or amounts of such remuneration;

(2)

how the remuneration will be calculated and accrue and when it will be paid;

(3)

if notice has been given to unitholders of the authorised fund manager's intention to:

(a)

introduce a new category of remuneration for its services; or

(b)

increase the basis of any current charge; or

(c)

change the basis of the treatment of a payment from the capital property set out in COLL 8.5.13 R (2) (Payments);

particulars of that introduction or increase and when it will take place;

(4)

the types of any other charges and expenses that may be taken out of the scheme property; and

(5)

if, in accordance with COLL 8.5.13 R (2), all or part of the remuneration or expense are to be treated as a capital charge:

(a)

that fact; and

(b)

the basis of the charge which may be so treated.

13

Dealing

Details of:

(1)

the dealing days and times in the dealing day on which the authorised fund manager will receive requests for the sale and redemption of units;

(2)

the procedures for effecting:

(a)

the issue and cancellation of units;

(b)

the sale and redemption of units; and

(c)

the settlement of transactions;

(3)

the steps required to be taken by a unitholder in redeeming units before he can receive the proceeds including any relevant notice periods and the circumstances and periods where a deferral of payment as provided in COLL 8.5.11 R (3) (Sale and redemption) may be applied;

(4)

the circumstances in which the redemption of units may be suspended;

(5)

the days and times in the day on which recalculation of the price will commence;

(6)

details of the minimum number or value of each type of unit in the authorised fund which:

(a)

any one person may hold; and

(b)

may be the subject of any one transaction of sale or redemption;

(7)

the circumstances in which the authorised fund manager may arrange for, and the procedure for, a redemption of units in specie;

(8)

the circumstances in which the further issue of units in any particular class may be limited and the procedures relating to this:66

(9)

the circumstances in which direct issue or cancellation of units by the ICVC or the depositary of an AUT or ACS11 (as appropriate) may occur and the relevant procedures for such issues and cancellations; and66

11

(10)

6whether a unitholder may effect transfer of title to units on the authority of an electronic communication and if so the conditions that must be satisfied in order to effect a transfer.6

14

Valuation of scheme property

Details as to:

(1)

how frequently and at what times of the day the scheme property will be regularly valued to determine the price at which units in the scheme may be purchased from or redeemed by the authorised fund manager and a description of any circumstance where the scheme property may be specially valued;

(2)

in relation to each purpose for which the scheme property must be valued, the basis on which it will be valued; and

(3)

how the price of units of each class will be determined, including a statement that 16a forward price16 basis is to be applied.

15

Sale and redemption charges

If the authorised fund manager makes any charges on sale or redemption of units, details of the charging structure and how notice will be provided to unitholders of any increase.

15A5

Property Authorised Investment Funds

For a property authorised investment fund, a statement that:

(1)

it is a property authorised investment fund;

(2)

no body corporate may seek to obtain or intentionally maintain a holding of more than 10% of the net asset value of the fund; and

(3)

in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units if the authorised fund manager reasonably considers such action to be:

(a)

necessary in order to enable an orderly reduction of the holding to below 10%; and

(b)

in the interests of the unitholders as a whole.

16

General information

Details as to:

(1)

when annual and half- yearly reports will be published; and

(2)

the address at which copies of the instrument constituting the fund,13 any amending instrument and the most recent annual reports may be inspected and from which copies may be obtained.

13

17

Information on the umbrella

In the case of a scheme which is an umbrella, the following information:

(1)

that a unitholder may exchange units in one sub-fund for units in another sub-fund and that such an exchange is treated as a redemption and sale;

(2)

what charges may be made on exchanging units in one sub-fund for units in other sub-funds;

(3)

the policy for allocating between sub-funds any assets of, or costs, charges and expenses payable out of, the scheme property which are not attributable to any particular sub-fund;

(4)

in respect of each sub-fund, the currency in which the scheme property allocated to it will be valued and the price of units calculated and payments made, if this currency is not the base currency of the umbrella; 16

(5)

for an ICVC or a co-ownership scheme,11 that:10

10

10(a)

for an ICVC,11 its sub-funds are segregated portfolios of assets and, accordingly, the assets of a sub-fund belong exclusively to that sub-fund and shall not be used to discharge directly or indirectly the liabilities of, or claims against, any other person or body, including the umbrella, or any other sub-fund, and shall not be available for any such purpose;

11

11(aa)

for a co-ownership scheme, the property subject to a sub-fund is beneficially owned by the participants in that sub-fund as tenants in common (or, in Scotland, is the common property of the participants in that sub-fund) and must not be used to discharge any liabilities of, or meet any claims against, any person other than the participants in that sub-fund; and

10(b)

for an ICVC or a co-ownership scheme,11 while the provisions of the OEIC Regulations, and section 261P (Segregated liability in relation to umbrella co-ownership schemes) of the Act in the case of co-ownership schemes,11 provide for segregated liability between sub-funds, the concept of segregated liability is relatively new. Accordingly, where claims are brought by local creditors in foreign courts or under foreign law contracts, it is not yet known how those foreign courts will react to regulations 11A and 11B of the OEIC Regulations or, as the case may be, section 261P of the Act; and16

1111

16(6)

the FCA product reference number (PRN) of each sub-fund.

18

Application of the prospectus contents to an umbrella

For a scheme which is an umbrella, information required must be stated:

(1)

in relation to each sub-fund where the information for any sub-fund differs from that for any other; and

(2)

for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole.

318A

Investment in overseas4 property through an intermediate holding vehicle3

If investment in an overseas4 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles a statement disclosing the existence of that intermediate holding vehicle or series of intermediate holding vehicles and confirming that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles is to enable the holding of overseas4 immovables by the scheme.3

1118B

Information on authorised contractual schemes

A statement that:

(1)

a unitholder in a co-ownership scheme is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units he holds;

(2)

a unitholder in a limited partnership scheme is not liable for the debts or obligations of the limited partnership scheme beyond the amount of the scheme property which is available to the authorised contractual scheme manager to meet such debts or obligations, provided that the unitholder does not take part in the management of the partnership business;

(3)

the exercise of rights conferred on limited partners by FCArules does not constitute taking part in the management of the partnership business; and

(4)

the scheme property of a co-ownership scheme is beneficially owned by the participants as tenants in common (or, in Scotland, is the common property of the participants).

19

Additional information

Any other material information which is within the knowledge of the directors11 of an ICVC or the authorised fund manager11 of an AUT or ACS11, or which the directors or authorised fund manager11 would have obtained by the making of reasonable enquiries which investors and their professional advisers would reasonably require, and reasonably expect to find in the prospectus, for the purpose of making an informed judgement about the merits of investing in the authorised fund and the extent and characteristics of the risks accepted by so participating.

111111
COLL 8.3.5ARRP
(1) An annual report, other than for a scheme which is an umbrella, must contain:(a) the accounts for the annual accounting period prepared in accordance with the requirements of the IMA SORP;7(b) the report of the authorised fund manager in accordance with COLL 8.3.5C R (Authorised fund manager's report);(bA) comparative information in accordance with COLL 4.5.10R (1A) and (2A) (Comparative information);14(c) the report of the depositary in accordance with COLL 8.3.5D R (Report
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 applicable rule15; (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, is subject
COLL 3.2.6RRP

This table belongs to COLL 3.2.4 R (Matters which must be included in the instrument constituting the fund14)

14

Name of scheme

1

A 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 markets

2

A 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 or deal on any eligible derivatives market to the extent that power to do so is conferred by COLL 5 (Investment and borrowing powers).

14

Unitholder's liability to pay

3

A provision that a unitholder in an AUT, ICVC or co-ownership scheme12 is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units which he holds.

3A

A provision that a unitholder in a limited partnership scheme is not liable for the debts or obligations of the limited partnership scheme beyond the amount of the scheme property which is available to the authorised contractual scheme manager to meet such debts or obligations, provided that the unitholder does not take part in the management of the partnership business.12

3B

A provision that the exercise of rights conferred on limited partners by FCArules does not constitute taking part in the management of the partnership business.12

Base currency

4

A statement of the base currency of the scheme.

Valuation and pricing

5

A statement setting out the basis for the valuation and pricing of the scheme.

Duration of the scheme

6

If the scheme is to be wound up after a particular period expires, a statement to that effect.

Object of the scheme

7

A statement:

(1)

as to the object of the scheme, in particular the types of investments and assets in which it and each sub-fund (where applicable) may invest; and

(2)

that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk and giving unitholders the benefits of the results of the management of that property.

27A

Where the authorised fund is a qualifying money market fund, a statement to that effect and a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund.

[deleted]13

13

Government and public securities: investment in one issuer

8

Where relevant, for a UCITS scheme, a statement in accordance with COLL 5.2.12 R (Spread: government and public securities) with the names of 15the individual states, local authorities 15or public international bodies issuing or guaranteeing the transferable securities or approved money-market instruments15in which more than 35% in value of the scheme property may be invested15.

Classes of unit

9

A statement:

(1)

specifying the classes of unit that may be issued, and for a scheme which is an umbrella, the classes that may be issued in respect of each sub-fund; and

(2)

if the rights of any class of unit differ, a statement describing those differences in relation to the differing classes.

Authorised fund manager's charges and expenses

10

A statement setting out the basis on which the authorised fund manager may make a charge and recover expenses out of the scheme property.

Issue or cancellation directly through the ICVC or depositary of an AUT or ACS12

11

Where relevant, a statement authorising the issue or cancellation of units to take place through the ICVC or depositary of an AUT or ACS directly.12

12

In specie issue and cancellation

12

Where relevant, a statement authorising payment for the issue or cancellation of units to be made by the transfer of assets other than cash.

Restrictions on sale and redemption

13

Where relevant, the restrictions which will apply in relation to the sale and redemption of units under COLL 6.2.16 R (Sale and redemption).

Voting at meetings

14

The manner in which votes may be given at a meeting of unitholders under COLL 4.4.8 R (Voting rights).

Certificates

15

A statement:

(1)

for ICVCs15, authorising the issue of bearer certificates if any, and how such holders are to identify themselves; and

12

(2)

authorising the person responsible for the register to charge for issuing any document recording, or for amending, an entry on the register, other than on the issue or sale of units.

Income

16

A statement setting out the basis for the distribution or re-investment of income.

Income equalisation

17

Where relevant, a provision for income equalisation.

Redemption or cancellation of units on breach of law or rules

18

A statement that where any holding of units by a unitholder is (or is reasonably considered by the authorised fund manager to be) an infringement of any law, governmental regulation or rule, those units must be redeemed or cancelled.

ICVCs: larger and smaller denomination shares

19

A statement of the proportion of a larger denomination share represented by a smaller denomination share for any relevant unit class.

ICVCs: resolution to remove a director

20

A statement that the ICVC may (without prejudice to the requirements of regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company), by a resolution passed by a simple majority of the votes validly cast for and against the resolution at a general meeting of unitholders, remove a director before his period of office expires, despite anything else in the ICVC's instrument of incorporation or in any agreement between the ICVC and that director.

ICVCs: unit transfers

21

A statement that the person designated for the purposes of paragraph 4 of Schedule 4 to the OEIC Regulations (Share transfers) is the person who, for the time being, is the ACD of the ICVC.1

7

ICVCs and ACSs: Charges and expenses12

22

A statement that charges or expenses of the ICVCor ACS12 may be taken out of the scheme property.10

10ICVCs: Umbrella schemes - principle of limited recourse

1022A

For an ICVC which is an umbrella, a statement that the assets of a sub-fund belong exclusively to that sub-fund and shall not be used to discharge directly or indirectly the liabilities of, or claims against, any other person or body, including the umbrella, or any other sub-fund, and shall not be available for any such purpose.

Co-ownership schemes: umbrella schemes - principle of limited recourse

22B

For a co-ownership scheme which is an umbrella, a statement that the property subject to a sub-fund is beneficially owned by the participants in that sub-fund as tenants in common (or, in Scotland, is the common property of the participants in that sub-fund) and must not be used to discharge any liabilities of, or meet any claims against, any person other than the participants in that sub-fund.12

AUTs: governing law for a trust deed

23

A statement that the trust deed is made under and governed by the law of England and Wales, Wales or Scotland or Northern Ireland.

AUTs: trust deed to be binding and authoritative

24

A statement that the trust deed:

(1)

is binding on each unitholder as if it had been a party to it and that it is bound by its provisions; and

(2)

authorises and requires the trustee and the manager to do the things required or permitted of them by its terms.

AUTs: declaration of trust

25

A declaration that, subject to the provisions of the trust deed and all rules made under section 247 of the Act (Trust scheme rules) and for the time being in force:

(1)

the scheme property (other than sums standing to the credit of the distribution account) is held by the trustee on trust for the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of undivided shares in the scheme property represented by the units held by each unitholder; and

(2)

the sums standing to the credit of the distribution account are held by the trustee on trust to distribute or apply them in accordance with COLL 6.8 (Income: accounting, allocation and distribution).

AUTs: trustee's remuneration

26

Where relevant, a statement authorising payments to the trustee by way of remuneration for its services to be paid (in whole or in part) out of the scheme property.

AUTs: responsibility for the register

27

A statement identifying the person responsible under the rules for the maintenance of the register.

ACSs: governing law for a contractual scheme deed

1227A

A statement that the contractual scheme deed is made under and governed by the law of England and Wales, or Scotland or Northern Ireland.

ACSs: contractual scheme deed to be binding and authoritative

1227B

A statement that the contractual scheme deed:

(1)

is binding on each unitholder as if it had been a party to it and that it is bound by its provisions; and

(2)

authorises and requires the depositary and the authorised contractual manager to do the things required or permitted of them by its terms.

ACSs: ownership of scheme property

1227C

A statement that, subject to the provisions of the contractual scheme deed and all rules made under section 261I of the Act (Contractual scheme rules) and for the time being in force:

(1)

the scheme property (other than sums standing to the credit of the distribution account) is held by, or to the order of, the depositary for and on behalf of the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of undivided shares in the scheme property represented by the units held by each unitholder;

(2)

the sums standing to the credit of the distribution account are held by the depositary to distribute or apply them in accordance with COLL 6.8 (Income: accounting, allocation and distribution); and

(3)

the scheme property of a co-ownership scheme is beneficially owned by the participants as tenants in common (or, in Scotland, is the common property of the participants).

ACSs: responsibility for the register

1227D

A statement identifying the person responsible under the rules for the maintenance of the register.

ACSs: UCITS and NURS eligible investors

1227E

For an ACS which is a UCITS scheme or a non-UCITS retail scheme, a statement that units may not be issued to a person other than a:

(1)

professional ACS investor;

(2)

large ACS investor; or

(3)

person who already holds units in the scheme.

1227F

A statement that the authorised contractual scheme manager must redeemunits as soon as practicable after becoming aware that those units are vested in anyone (whether as a result of subscription or transfer of units) other than a person meeting the criteria in paragraph 27E.

ACSs: UCITS and NURS transfer of units

1227G

(1)

A statement whether the transfer of units in the ACSscheme is either:

(a) prohibited; or

(b) allowed

(2)

Where transfer of units is allowed in accordance with (1)(b), a statement that units may only be transferred in accordance with the conditions specified by FCArules, including that units may not be transferred to a person other than a:

(a) professional ACS investor;

(b) large ACS investor; or

(c) person who already holds units in the scheme.

(3)

For a co-ownership scheme which is an umbrella, a statement in accordance with (1)(a) or (1)(b) and, where appropriate, a statement in accordance with (2), must also be made for the sub-funds. Where individual sub-funds have differing policies in relation to transfer of units, separate statements are required.

Co-ownership schemes: constitution

1227H

For a co-ownership scheme, a statement that the arrangements constituting the scheme are intended to constitute a co-ownership scheme as defined in section 235A(2) of the Act.

Co-ownership schemes: operator's powers

1227I

A statement that the operator of a co-ownership scheme is authorised to:

(1)

acquire, manage and dispose of the scheme property; and

(2)

enter into contracts which are binding on unitholders for the purposes of, or in connection with, the acquisition, management or disposal of scheme property.

Co-ownership schemes: winding-up

1227J

A statement that the operator and depositary of a co-ownership scheme are required to wind up the scheme if directed to do so by the FCA in exercise of its power under section 261X (Directions) or section 261Z (Winding up or merger of master UCITS) of the Act.

Limited partnership schemes: participants

1227K

A statement that the limited partners, other than the nominated partner, are to be the participants in the scheme.

Limited partnership schemes: resignation of limited partners

1227L

A statement that the scheme is not dissolved on any person ceasing to be a limited partner or nominated partner provided that there remains at least one limited partner.

Limited partnership schemes: inability to operate as an umbrella

1227M

A statement that the limited partnership scheme prohibits pooling as is mentioned in section 235(3)(a) of the Act in relation to separate parts of the scheme property, with the effect that the scheme cannot be an umbrella.

3Investment in overseas4 property through an intermediate holding vehicle

328

3If investment in an overseas4 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles will be to enable the holding of overseas4 immovables by the scheme.

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 6.4.1RRP
(1) This section applies to an authorised fund manager and a depositary of an AUT or ACS.11(2) COLL 6.4.9 (Plan registers) also applies to the ACD, any other director and the depositary of an ICVC.
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 R

Reference

ICVC

ACD

Any other directors of an ICVC

Authorised fund manager of an AUT or ACS2

2

Depositary of an ICVC, AUT or ACS2

2

11.1.1R

x

x

x

x

x

11.1.3G

x

x

x

x

x

11.2.1G

x

x

x

x

11.2.2R

x

x

x

x

11.3.1R

x

x

x

x

11.3.2R

x

x

x

x

11.3.3G

x

x

x

x

11.3.4G

x

x

x

x

11.3.5R

x

x

x

x

11.3.6R

x

x

x

x

11.3.7R

x

x

x

x

11.3.8R

x

x

x

x

11.3.9R

x

x

x

x

11.3.10G

x

x

x

x

11.3.11R

x

x

x

x

11.3.12R

x

x

x

x

11.3.13R

x

x

x

x

11.3.14G

x

x

x

x

11.4.1R

x

x

x

x

x

11.4.2R

x

11.4.3R

x

11.4.4G

x

11.4.5G

x

11.5.6R

x

x

x

x

11.6.1G

x

x

x

x

x

11.6.2R

x

x

x

x

x

11.6.3R

x

x

x

x

11.6.4R

x

x

x

x

11.6.5R

x

x

x

x

11.6.6R

x

x

x

x

11.6.7R

x

x

x

x

11.6.8G

x

x

x

x

11.6.9R

x

x

x

x

11.6.10R

x

x

x

x

11.6.11G

x

x

x

x

11.6.12R

x

x

x

x

11.6.13R

x

x

x

x

11 Annex 1R

x

x

x

x

11 Annex 2R

x

x

x

x

Note 1: "x" means "applies", but not every paragraph in every provision referred to will necessarily apply.

Note 2:COLL 11.5 (with the exception of COLL 11.5.6 R) applies to auditors.

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 8.6.5RRP
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 7.1.1RRP
(1) 2This chapter applies to an ICVC, an ACD, any other director of an ICVC, a depositary of an ICVC, an authorised fund manager3 of an AUT or ACS3 and a depositary3 of an AUT or ACS3, where such AUT, ACS3 or ICVC is a UCITS scheme or a non-UCITS retail scheme in accordance with COLL 7.1.2 R (Table of application).33(2) COLL 7.7 (UCITS mergers) applies only to a domestic UCITS merger or a cross-border UCITS merger.2
COLL 7.1.2RRP

This table belongs to COLL 7.1.1 R.

Rule

ICVC

ACD

Any other directors of an ICVC

Depositary of an ICVC

3Authorised fund manager of an AUT or ACS

3

3Depositary of an AUT or ACS

3

7.1.1

x

x

x

x

x

x

7.1.3

x

x

x

x

x

x

7.2.1

x

x

x

x

x

7.3.1

x

x

x

x

7.3.2

x

x

x

x

7.3.3

x

x

x

7.3.4

x

x

x

7.3.5

x

x

7.3.6

x

x

x

7.3.7

x

x

x

x

7.3.8

x

x

7.3.9

x

7.3.10

x

x

x

x

7.3.11

x

7.3.12

x

x

7.3.13 (1)

x

x

7.3.13 (2)

x

x

7.4*3

x

x

37.4A*

x

x

7.5

x

x

x

x

x

7.6

x

x

x

x

x2

27.7

x

x

x

x

x

x

3Notes:

(1)

"x" means "applies", but not every paragraph in every rule will necessarily apply.

(2)

*COLL 7.4 does not apply to the authorised contractual scheme manager or depositary of an ACS.

(3)

*COLL 7.4A does not apply to the manager or depositary of an AUT.