COLL 11 Annex 1 Contents of the standard master-feeder agreement

(1)

Provisions related to access to information by a master UCITS and a feeder UCITS:

(a)

how and when the master UCITS provides the feeder UCITS with a copy of its instrument constituting the scheme, prospectus and key investor information or any amendment of them;

(b)

how and when the master UCITS informs the feeder UCITS of a delegation of investment management and risk management functions to third parties in accordance with COLL 6.6.15AR;

(c)

where applicable, how and when the master UCITS provides the feeder UCITS with internal operational documents, such as its risk management process and its compliance reports;

(d)

what details of breaches by the master UCITS of;

(i)

the law;

(ii)

the instrument constituting the scheme; and

(iii)

the master-feeder agreement;

must be notified to the feeder UCITS and the manner and timing thereof;

(e)

where a feeder UCITS uses derivatives for hedging purposes, how and when the master UCITS will provide the feeder UCITS with information about its actual exposure to derivatives to enable the feeder UCITS to calculate its own global exposure as envisaged by COLL 5.8.4 R (Exposure to derivatives); and

(f)

a statement that the master UCITS must inform the feeder UCITS of any other information-sharing arrangements entered into with third parties and, where applicable, how and when the master UCITS makes those other information-sharing arrangements available to the feeder UCITS.

[Note: article 8 of the UCITS implementing Directive No 2]

(2)

Provisions related to the basis of investment and divestment by the feeder UCITS:

(a)

a statement of which classes of units of the master UCITS are available for investment by the feeder UCITS;

(b)

the charges and expenses to be borne by the feeder UCITS and details of any rebate or retrocession of charges or expenses by the master UCITS; and

(c)

where applicable, the terms on which any initial or subsequent transfer of assets in kind may be made from the feeder UCITS to the master UCITS.

[Note: article 9 of the UCITS implementing Directive No 2]

(3)

Provisions related to standard dealing arrangements:

(a)

co-ordination of the frequency and timing of the net asset value calculation process and the publication of prices of units;

(b)

co-ordination of transmission of dealing orders by the feeder UCITS, including, where applicable, the role of transfer agents or any other third party;

(c)

where applicable, any arrangements necessary to take account of the fact that the units of the master UCITS or the feeder UCITS are listed or traded on a secondary market;

(d)

where necessary, appropriate measures to ensure compliance with the requirements in COLL 11.3.6 R (Avoidance of opportunities for market timing);

(e)

where the units of the feeder UCITS and the master UCITS are denominated in different currencies, the basis for conversion of dealing orders;

(f)

settlement cycles and payment details for purchases or subscriptions and repurchases or redemptions of units of the master UCITS including, where agreed between the parties, the terms on which the master UCITS may settle redemption requests by a transfer of assets in kind to the feeder UCITS, notably where a master UCITS is wound up, merges with another UCITS scheme or EEA UCITS scheme or divides into two or more such schemes;

(g)

procedures to ensure enquiries and complaints from unitholders are handled appropriately; and

(h)

where the instrument constituting the scheme and prospectus of the master UCITS give it certain rights or powers in relation to unitholders, and the master UCITS chooses to limit or forego the exercise of all or any such rights and powers in relation to the feeder UCITS, a statement of the terms on which it does so.

[Note: article 10 of the UCITS implementing Directive No 2]

(4)

Provisions related to events affecting dealing arrangements:

(a)

the manner and timing of a notification by either the master UCITS or the feeder UCITS of the temporary suspension and resumption of repurchase, redemption, purchase or subscription of its units; and

(b)

the arrangements for notifying and resolving pricing errors in the master UCITS.

[Note: article 11 of the UCITS implementing Directive No 2]

(5)

Provisions related to the standard arrangements for the audit report:

(a)

where the feeder UCITS and the master UCITS have the same accounting years, the co-ordination of the production of their periodic reports; and

(b)

where the feeder UCITS and the master UCITS have different accounting years, arrangements for the feeder UCITS to obtain any necessary information from the master UCITS to enable it to produce its periodic reports on time and which ensure that the auditor of the master UCITS is in a position to produce an ad hoc report on the closing date of the accounting year of the feeder UCITS in accordance with COLL 11.5.4 R (Preparation of the audit report).

[Note: article 12 of the UCITS implementing Directive No 2]

(6)

Provisions related to changes to the standing arrangements:

How and when notice is to be given:

(a)

by the master UCITS of proposed and effective amendments to its instrument constituting the scheme, prospectus and key investor information, if these details differ from the standard arrangements for notification of unitholders laid down in the instrument constituting the scheme or prospectus of the master UCITS;

(b)

by the master UCITS of a planned or proposed winding up, merger or division;

(c)

by either the feeder UCITS or the master UCITS that it has ceased or will cease to meet the qualifying conditions to be a feeder UCITS or a master UCITS respectively;

(d)

by either the feeder UCITS or the master UCITS that it intends to replace its management company, its depositary, its auditor or any third party which is mandated to carry out investment management or risk management functions; and

(e)

by the master UCITS of other changes to standing arrangements that it undertakes to provide.

[Note: article 13 of the UCITS implementing Directive No 2]