COLL 11.6 Winding up, merger and division of master UCITS

1. (1)

   The commencement of winding up of a UCITS scheme that is a master UCITS must take place no sooner than 3 months after a notification is made to its unitholders and, where applicable, the competent authorities of the feeder UCITSHome State, informing them of the binding decision to wind up the master UCITS.

2. (2)

   Paragraph (1) is without prejudice to any provision of the insolvency legislation in force in the United Kingdom regarding the compulsory liquidation of AUTs, ACSs1 or ICVCs.

Where the authorised fund manager of a UCITS scheme that is a feeder UCITS is notified that its master UCITS is to be wound up, it must submit to the FCA the following:

1. (1)

   where the authorised fund manager of the feeder UCITS intends to invest at least 85% in value of the scheme property in units of another master UCITS:

   1. (a)

      its application for approval under section 283A of the Act for that investment;

   2. (b)

      where applicable, its notice under section 251 (Alteration of schemes and changes of manager or trustee) of the Act, section 261Q of the Act (Alteration of contractual schemes and changes of operator or depositary)1 or regulation 21 (The Authority's approval for certain changes in respect of a company) of the OEIC Regulations of any proposed amendments to its instrument constituting the fund;2

      2
   3. (c)

      the amendments to its prospectus and its key investor information in accordance with COLL 4.2.3 R (1)(b) (Provision and filing of the prospectus) and COLL 4.7.7 R (1) (Revision and filing of key investor information); and

   4. (d)

      the other documents required in accordance with COLL 11.2.2 R (Application for approval of an investment in a master UCITS);

2. (2)

   where the authorised fund manager of the feeder UCITS intends to convert it into a UCITS scheme that is not a feeder UCITS:

   1. (a)

      its application for approval under section 252A or section 261S1 of the Act or regulation 22A of the OEIC Regulations of the proposed amendments to its instrument constituting the fund;2 and

      2
   2. (b)

      the amendments to its prospectus and its key investor information in accordance with COLL 4.2.3 R (1)(b) and COLL 4.7.7 R (1); and

3. (3)

   where the authorised fund manager of the feeder UCITS intends to wind up the scheme, a notice under section 251 or section 261Q1 of the Act or regulation 21 of the OEIC Regulations of a proposal to that effect.

1. (1)

   The information in COLL 11.6.3 R must be submitted no later than two months after the date on which the master UCITS has informed the authorised fund manager of the feeder UCITS of the binding decision to be wound up.

2. (2)

   By way of derogation from (1), where the master UCITS has informed the authorised fund manager of the feeder UCITS of the binding decision to be wound up more than five months before the date at which the winding up will start, the authorised fund manager must submit the information to the FCA at the latest three months before the day the winding up will start.

Where the authorised fund manager of a UCITS scheme that is a feeder UCITS is notified that the master UCITS is to merge with another UCITS scheme or EEA UCITS scheme or divide into two or more such schemes, it must submit to the FCA the following:

1. (1)

   where the authorised fund manager of the feeder UCITS intends it to continue to be a feeder UCITS of the same master UCITS:

   1. (a)

      its application under section 283A of the Act, for approval;

   2. (b)

      where applicable, a notice under section 251 or section 261Q1 of the Act or regulation 21 of the OEIC Regulations of any proposed amendments to the instrument constituting the fund;2 and

      2
   3. (c)

      where applicable, the amendments to its prospectus and its key investor information in accordance with COLL 4.2.3 R (1)(b) and COLL 4.7.7 R (1);

2. (2)

   where the authorised fund manager of the feeder UCITS intends it to become a feeder UCITS of another master UCITS resulting from the proposed merger or division of the master UCITS, or intends the feeder UCITS to invest at least 85% in value of the scheme property in units of another master UCITS not resulting from the merger or division:

   1. (a)

      its application under section 283A of the Act for approval of that investment;

   2. (b)

      where applicable, a notice under section 251 or section 261Q1 of the Act or regulation 21 of the OEIC Regulations of any proposed amendments to the instrument constituting the fund;2

      2
   3. (c)

      the amendments to its prospectus and its key investor information in accordance with COLL 4.2.3 R (1)(b) and COLL 4.7.7 R (1);

   4. (d)

      the other documents required in accordance with COLL 11.2.2 R;

3. (3)

   where the authorised fund manager of the feeder UCITS intends it to convert into a UCITS scheme that is not a feeder UCITS:

   1. (a)

      its application for approval under section 252A or section 261S1 of the Act or regulation 22A of the OEIC Regulations of the proposed amendments to the instrument constituting the fund;2 and

      2
   2. (b)

      the amendments to its prospectus and its key investor information in accordance with COLL 4.2.3 R (1)(b) and COLL 4.7.7 R (1); and

4. (4)

   where the authorised fund manager of the feeder UCITS intends to wind up the scheme, a notice under section 251 or section 261Q1 of the Act or regulation 21 of the OEIC Regulations of a proposal to that effect.

1. (1)

   For the purposes of COLL 11.6.5R (1), a feeder UCITS will be considered as continuing to be a feeder UCITS of the same master UCITS where:

   1. (a)

      the master UCITS is the receiving UCITS in a proposed UCITS merger; or

   2. (b)

      the master UCITS is to continue materially unchanged as one of the resulting UCITS schemes or EEA UCITS schemes in a proposed division.

2. (2)

   For the purposes of COLL 11.6.5R (2), a feeder UCITS will be considered as becoming a feeder UCITS of another master UCITS resulting from the merger or division of the master UCITS where:

   1. (a)

      the master UCITS is the merging UCITS and, as a result of the UCITS merger, the feeder UCITS becomes a unitholder of the receiving UCITS; or

   2. (b)

      the feeder UCITS as a result of the division becomes a unitholder of a UCITS scheme or EEA UCITS scheme that is materially different to the master UCITS.

1. (1)

   The information in COLL 11.6.5 R must be submitted to the FCA no later than one month after the date on which the authorised fund manager of the feeder UCITS has received the information of the planned merger or division in accordance with regulation 13(6) of the UCITS Regulations 2011.

2. (2)

   By way of derogation from (1), where the master UCITS provides the information referred to in, or comparable with, COLL 7.7.10 R (Information to be given to Unitholders) to the authorised fund manager of the feeder UCITS more than four months before the proposed effective date of the merger or division of the master UCITS, the authorised fund manager must submit the information to the FCA at least three months before the proposed effective date.

1. (1)

   Where:

   1. (a)

      the authorised fund manager of a feeder UCITS has submitted the documents required under COLL 11.6.5R (2) and (3); and

   2. (b)

      does not receive the necessary approvals from the FCA by the business day preceding the last day on which the authorised fund manager of the feeder UCITS can request repurchase or redemption of its units in the master UCITS;

      the authorised fund manager of the feeder UCITS must exercise the right to repurchase or redeem its units in the master UCITS under regulation 12(4) of the UCITS Regulations 2011.

2. (2)

   The authorised fund manager of the feeder UCITS must also exercise the right in (1) to ensure that the right of its own unitholders to request repurchase or redemption in the feeder UCITS in accordance with COLL 4.8.3 R (1)(d) (Information to be provided to Unitholders) is not affected.

3. (3)

   Before exercising the right in (1), the authorised fund manager of the feeder UCITS must consider any available alternative solutions which may help to avoid or reduce transaction costs or other negative impacts for its own unitholders.

4. (4)

   Where the authorised fund manager of the feeder UCITS requests repurchase or redemption in accordance with (1), it must receive one of the following:

   1. (a)

      the repurchase or redemption proceeds in cash; or

   2. (b)

      some or all of the repurchase or redemption proceeds as a transfer in kind, where the authorised fund manager of the feeder UCITS so wishes and where its instrument constituting the fund2 and the master-feeder agreement provide for it.

      2
5. (5)

   Where (4)(b) applies, the authorised fund manager of the feeder UCITS may realise any part of the transferred assets for cash at any time.

Where:

1. (1)

   the FCA approves an application under sections 283A (Master-feeder structures), 252A or 261S1 (Proposal to convert to a non-feeder UCITS) of the Act or regulation 22A of the OEIC Regulations that arises as a result of the winding-up, merger or division of the master UCITS (other than an application pursuant to COLL 11.6.5R (1)); and

   1
2. (2)

   the authorised fund manager of the feeder UCITS holds or receives cash in accordance with COLL 11.6.9R (4) or as a result of a winding-up;

the authorised fund manager may not re-invest that cash, except for the purpose of efficient cash management, before the date on which the feeder UCITS invests in units of the master UCITS in accordance with COLL 11.3.2R (3) (Master-feeder agreement and internal conduct of business rules) or in accordance with its new investment objectives and policy.

Where the authorised fund manager of a feeder UCITS has submitted the documents required under COLL 11.6.3R (1), COLL 11.6.3R (2), COLL 11.6.5R (1), COLL 11.6.5R (2) or COLL 11.6.5R (3) and has received written notice of any required approvals from the FCA, it must:

1. (1)

   inform the master UCITS of those approvals; and

2. (2)

   in the case of the required approvals received in respect of documents submitted under COLL 11.6.3 R (1) and COLL 11.6.5 R (2), take the necessary measures to comply with the requirements of COLL 4.8.3 R as soon as possible.

Where the authorised fund manager of a feeder UCITS gives notice to the FCA under section 251 or section 261Q1 of the Act or regulation 21 of the OEIC Regulations that it intends to wind up the scheme, it must inform:

1. (1)

   the unitholders of the feeder UCITS; and

2. (2)

   where notice is given under COLL 11.6.5R (4) (Application for approval by a feeder UCITS where a master UCITS merges or divides), the authorised fund manager of the master UCITS;

of its intention without undue delay.