1. (1)

   1COLL 12.1 (Introduction) - COLL 12.3 (EEA UCITS management companies) apply to:

   1. (a)

      a UK UCITS management company that operates an EEA UCITS scheme; and

   2. (b)
      1. (i)

         an EEA UCITS management company that acts as:

         1. (A)

            (A) the authorised fund manager2 of an AUT or ACS;2 or

            2
         2. (B)

            (B) the ACD of an ICVC;

      2. (ii)

         any other director of an ICVC; and

      3. (iii)

         an ICVC;

      that is a UCITS scheme.

   3. (c)

      COLL 12.4 (UCITS product passport) applies in accordance with COLL 12.4.1 R (Application).

This section applies to a UK UCITS management company that operates an EEA UCITS scheme by establishing a branch in another EEA State or under the freedom to provide cross-border services.

Where this section refers to rules in any other part of this sourcebook, references in those rules and any relevant guidance to an authorised fund manager, AFM or operator of a UCITS scheme are to be interpreted as if they are referring to a UK UCITS management company of the EEA UCITS scheme.

A UK UCITS management company that operates an EEA UCITS scheme must in relation to that activity comply with the rules which relate to:

1. (1)

   the organisation of the management company, including delegation arrangements;

2. (2)

   risk-management procedures;

3. (3)

   prudential rules and supervision;

4. (4)

   operating conditions; and

5. (5)

   reporting requirements.

A UK UCITS management company that operates an EEA UCITS scheme must decide and be responsible for adopting and implementing all the arrangements and organisational decisions that are necessary to ensure compliance with rules drawn up by the EEA State in which that scheme is established, in implementation of its obligations under articles 19(3) and 19(4) of the UCITS Directive.

This section applies to an EEA UCITS management company that provides collective portfolio management services in the United Kingdom by acting as the authorised fund manager1 of an AUT, ACS1 or ICVC which is a UCITS scheme, either by establishing a branch or under the freedom to provide cross border services.

1. (1)

   An EEA UCITS management company which applies to manage a UCITS scheme under paragraph 15A(1) of Schedule 3 to the Act must provide the FCA with the following documents:

   1. (a)

      the written agreement that has been entered into with the depositary of the scheme, as referred to in COLL 6.6.4 R (6) (General duties of the depositary);

   2. (b)

      information on any delegation arrangements it has made regarding the functions of investment management and administration, as referred to in Annex II of the UCITS Directive; and

   3. (c)

      the form required under SUP 13A Annex 3R (EEA UCITS management companies: application for approval to manage a UCITS established in the United Kingdom).

2. (2)

   If the EEA UCITS management company already manages other UCITS schemes of the same type in the United Kingdom and under the same arrangements, reference to the documents already provided to the FCA is sufficient compliance with (1)(a) and (b).

3. (3)

   If any subsequent material modification is made to any of the documents referred to in (1)(a) and (b), the EEA UCITS management company must promptly notify the FCA of those changes.

An EEA UCITS management company that manages a UCITS scheme must comply with the rules of the FCAHandbook which relate to the constitution and functioning of the UCITS scheme (the fund application rules), as follows:

1. (1)

   the setting up and authorisation of the UCITS scheme (COLL 1 (Introduction), COLL 2 (Authorised fund applications), COLL 3 (Constitution), COLL 6.5 (Appointment and replacement of the authorised fund manager and the depositary), COLL 6.6 (Powers and duties of the scheme, the authorised fund manager and the depositary) (unless disapplied), COLL 6.7 (Payments), COLL 6.9.1 R (Application) to COLL 6.9.8 G (Undesirable or misleading names: umbrellas - guidance) and COLL 6.9.11 R (Notification to the FCA in its role as registrar of ICVCs));

2. (2)

   the issue and redemption of units (COLL 6.1 (Introduction and application), COLL 6.2 (Dealing) (with the exception of COLL 6.2.19 R (Limited redemption) and COLL 6.2.20 G (Limited redemption: guidance)) and COLL 7.2 (Suspension and restart of dealings));

3. (3)

   investment policies and limits, including the calculation of total exposure and leverage, and restrictions on borrowing, lending and uncovered sales (COLL 5.1 (Introduction) to COLL 5.5 (Cash, borrowing, lending and other provisions), COLL 5.8 (Investment powers and borrowing limits for feeder UCITS), COLL 6.12 (Risk management policy and risk measurement) and COLL 11 (Master-feeder arrangements under the UCITS Directive));

4. (4)

   the value of the scheme property and the accounting of the UCITS scheme (COLL 6.1 (Introduction and application) and COLL 6.3 (Valuation and pricing) (unless disapplied));

5. (5)

   the calculation of the issue or redemption price, and errors in the net asset value and related investor compensation (COLL 6.1 (Introduction and application) and COLL 6.3 (Valuation and pricing));

6. (6)

   the distribution or reinvestment of the income property (COLL 6.8 (Income: accounting, allocation and distribution));

7. (7)

   the disclosure and reporting requirements of the UCITS scheme, including the prospectus, key investor information document and periodic reports (COLL 4.1 (Introduction), COLL 4.2 (Pre-sale notifications), COLL 4.5 (Reports and accounts) and COLL 4.7 (Key investor information and marketing communications));

8. (8)

   the arrangements made for marketingCOBS 4 (Communicating with clients, including financial promotions), COBS 14 (Providing product information to clients) and COLL 4.7 (Key investor information and marketing communications));

9. (9)

   the relationship with unitholders (COLL 4.1 (Introduction), COLL 4.3 (Approvals and notifications) and COLL 4.4 (Meetings of Unitholders and service of notices));

10. (10)

    the merging, restructuring, winding up and liquidation of the UCITS scheme (COLL 7.1 (Introduction) and COLL 7.3 (Winding up a solvent ICVC and terminating a sub-fund of an ICVC) to COLL 7.7 (UCITS mergers) (including COLL 7.6.2 R (3) to COLL 7.6.2 R (6));

11. (11)

    where applicable, the content of the register (COLL 6.4 (Title and registers));

12. (12)

    the exercise of Unitholders' voting rights and other Unitholders' rights in relation to (1) to (11) (including COLL 4.1 (Introduction), COLL 4.3 (Approvals and notifications), COLL 4.4 (Meetings of Unitholders), Dispute resolution: Complaints sourcebook) (DISP - see DISP 1 Annex 2 G for a summary of the relevant requirements that apply) and the Compensation sourcebook (COMP)); and

13. (13)

    the application and periodic fees of the UCITS scheme (FEES)).

1. (1)

   An EEA UCITS management company that manages a UCITS scheme must establish appropriate procedures and arrangements to make information available at the request of the public or the FCA.

2. (2)

   The EEA UCITS management company must ensure that the procedures and arrangements it establishes in accordance with (1), enable the FCA to obtain any information it requests directly from the management company.

1. (1)

   This section applies to:

   1. (a)

      an authorised fund manager of an AUT, ACS1 or ICVC;

   2. (b)

      any other director of an ICVC; and

   3. (c)

      an ICVC;

   which is a UCITS scheme whose units may be marketed in another EEA State (the Host State).

2. (2)

   The marketing of units of a UCITS scheme in the Host State may not commence until the FCA has, in accordance with paragraph 20B(5) (Notice of intention to market) of Schedule 3 to the Act, notified the authorised fund manager, in response to the application of that firm, that it has transmitted a UCITS marketing notification to the appropriate Host State regulator.

1. (1)

   The authorised fund manager of a UCITS scheme whose units are being marketed in the Host State must ensure that:

   1. (a)

      its instrument constituting the scheme, its prospectus and, where appropriate, its latest annual report and any subsequent half-yearly report; and

   2. (b)

      its key investor information document;

   together with their translations (wherever necessary), are kept up to date.

2. (2)

   The authorised fund manager must notify any amendments to the documents referred to in (1) to each relevant Host State regulator and must indicate to them where those documents can be obtained electronically.

3. (3)

   In the event of a change in the information regarding the arrangements made for marketing, communicated in the notification letter submitted to the FCA under paragraph 20B of Schedule 3 to the Act, or a change regarding the classes of units to be marketed, the authorised fund manager must give written notice of the change to each relevant Host State regulator before implementing the change.

4. (4)

   For the purposes of (2) and (3), the authorised fund manager may give written notice of the change by sending an e-mail to the e-mail address maintained by each relevant Host State regulator.

5. (5)

   The e-mail referred to in (4) notifying the update or amendment may:

   1. (a)

      describe the update or the amendment that has been made; or

   2. (b)

      provide the new version of the document as an attachment, in which case it must be provided in a commonly used electronic format.

1. (1)

   The authorised fund manager of a UCITS scheme whose units are being marketed in a Host State must ensure that investors within the territory of that Host State are provided with all the information and documents which it is required by the Handbook to provide to investors in the United Kingdom.

2. (2)

   The information and documents referred to in (1) must be provided to investors in the way prescribed by the laws, regulations or administrative provisions of the Host State and in compliance with the following provisions:

   1. (a)

      the key investor information document must be translated into the official language or one of the official languages of the Host State or into a language approved by its Host State regulator;

   2. (b)

      information or documents other than the key investor information document (including the prospectus, the instrument constituting the scheme and the latest annual and half-yearly long reports of the scheme) must be translated, at the choice of the authorised fund manager, into the official language, or one of the official languages, of the Host State, or into a language approved by its Host State regulator, or provided in a language customary in the sphere of international finance; and

   3. (c)

      accurate translations of information or documents under (a) or (b) must be produced under the responsibility of the authorised fund manager.

3. (3)

   The requirements in this rule also apply to any changes to the information or documents referred to in (1) and (2).

For the purpose of pursuing its marketing activities in another Host State, an authorised fund manager of a UCITS scheme may use the same reference to the scheme's legal form (such as open-ended investment company or investment company with variable capital or authorised unit trust or, for an authorised contractual scheme, either a co-ownership scheme or a limited partnership scheme1) in its designation in the Host State as is used in the United Kingdom.

1. (1)

   The authorised fund manager of a UCITS scheme whose units are being marketed in a Host State must ensure that an electronic copy of each document referred to in COLL 12.4.4 R (1) is made available on:

   1. (a)

      the website of the UCITS scheme or the authorised fund manager; or

   2. (b)

      another website designated by the authorised fund manager in the notification letter submitted to the FCA under paragraph 20B of Schedule 3 to the Act or any updates to it.

2. (2)

   Any document that is made available on a website referred to in (1) must be provided in an electronic format in common use.

3. (3)

   The authorised fund manager of the UCITS scheme must ensure that each relevant Host State regulator has access to the website referred to in (1).