This chapter enables potential operators of recognised schemes to know what information and documents the FCA wish to receive to enable it to consider whether to recognise the scheme under the Act for marketing in the United Kingdom.
1The units of an EEA UCITS scheme in respect of which a notification has been transmitted to the FSA by the competent authority of the UCITS Home State in accordance with article 93 of the UCITS Directive may be marketed in the United Kingdom. This is the effect of section 264 (Schemes constituted in other EEA States) read in conjunction with section 238(4)(c) (Restrictions on promotion) of the Act.
Where a management company wishes to market the units of an EEA UCITS scheme it manages, without establishing a branch or providing any other services in the United Kingdom, a management company passport is not required for such marketing activities.
In this Chapter references to an EEA UCITS scheme include its sub-funds.
[Note: article 16(1) second paragraph, article 91(1) and 91(4) of the UCITS Directive]
If the operator of a scheme gives notice to the FCA under section 270 of the Act (Schemes authorised in designated countries or territories) or makes an application under section 272 of the Act (Individually recognised overseas schemes), the notice or application must include the information in paragraph (4).
The documents must be in English or accompanied by a translation in English.
The documents must be certified by the operator to be true copies of the originals.
The operator of the scheme must provide the following information and documents with the notification or application:
the name of the scheme;
the legal form of the scheme;
the name and address of the operator;
the address of the place in the United Kingdom for service on the operator of notices or other documents;
whether the operator intends to market the scheme in the United Kingdom in a manner which will involve it carrying on a regulated activity in the United Kingdom;
the name and address of any person to whom the property subject to the scheme is entrusted for safekeeping;
the address of the place in the United Kingdom where scheme facilities (see COLL 9.4) will be maintained;
details of the arrangements for the marketing of units in the United Kingdom, namely:
the proposed commencement date;
whether the units will be sold by or through any employed sales force, authorised persons, or unsolicited calls;
a copy of the instrument constituting the scheme;
a copy of the prospectus or any similar document giving details of the scheme;
a copy of the latest annual report and any subsequent half-yearly report;
a copy of any other document affecting the rights of participants in the scheme; and
for notifications under section 270 only, a copy of the authorisation document issued by the authority in the designated territory confirming that the scheme is of a class covered by the designation order.
An operator of a scheme recognised under section 272 of the Act must ensure the prospectus:
contains a statement that "Complaints about the operation of the scheme may be made to the FCA."; and
states whether or not investors in the scheme would be covered by the compensation scheme, and if so, it must state how they are covered and who they would need to contact for further information.
An operator of a scheme which is a recognised scheme by virtue of section 270 or 272 of the Act must comply, subject to paragraph (2) below, with the requirements set out in COLL 4.2 (Pre-sale notifications).
Where a scheme recognised under section 270of the Act is managed and authorised in Guernsey, Jersey, or the Isle of Man, the prospectus need not comply with the requirements of COLL 4.2.5 R (Table: contents of prospectus), providing it contains corresponding matter required under the law in its home territory.
The operator of a recognised scheme under section 264, section 270 or section 272 of the Act must maintain facilities in the United Kingdom in order to satisfy the requirements of COLL 9.4.2 R to COLL 9.4.6 R.
In this section, a facility is a place of business that complies with COLL 9.4.6 R (Place of facilities).
The operator of a recognised scheme must maintain facilities in the United Kingdom for any person, for inspection (free of charge) and for the obtaining (free of charge, in the case of the documents at (c) and (d), and otherwise at no more than a reasonable charge) of copies in English of:
any instrument amending the instrument constituting the scheme;
the latest prospectus (which must include the address where the facilities are maintained and details of those facilities);
for a section 264 recognised scheme, the EEA key investor information document;1 and
1the latest annual and half-yearly reports.
For a section 264 recognised scheme, the requirement in (1) for documents to be in English applies only to the EEA key investor information document referred to in (1)(d).2
In relation to notices and documents sent by operators and depositaries to and from the United Kingdom, COLL 4.4.12 R (Notice to Unitholders) and COLL 4.4.13 R (Other notices) apply.
The operator must maintain facilities in the United Kingdom for any person where:
information in English can be obtained about prices of units in the scheme; and
a participant may redeem or arrange for redemption of units in the scheme and obtain payment.
An operator is treated as complying with paragraph (1) if it ensures participants may sell their units on an investment exchange at a price not significantly different from net asset value; and if so, must inform participants of the investment exchange.
The operator must maintain facilities in the United Kingdom at which the unitholder of a bearer certificate may obtain free of charge:
payment of dividends; and
details or copies of any notices which have been given or sent to participants in the scheme.
The operator must state:
the nature of the right represented by the units in the scheme; and
whether persons other than unitholders can vote at meetings of unitholders and, if so, who those persons are.
The address of the facilities maintained by the operator in accordance with this section and the details of the facilities so maintained must be stated in the prospectus of the scheme.
The address of the facilities referred to in (1) must be the address of the operator's principal place of business in the United Kingdom, or, if there is no such address,, the alternative address in paragraph (3).
The alternative address is such convenient address as the operator determines, except that, in the case of a scheme recognised under section 272 of the Act where the operator is not an authorised person, the alternative address is to be the principal place of business in the United Kingdom of the authorised person who is the representative of the operator.
