Related provisions for SUP 3.4.5
This table belongs to COLL 4.2.2 R (Publishing the prospectus).
Document status |
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1 |
A statement that the document is the prospectus of the authorised fund valid as at a particular date (which shall be the date of the document). |
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Authorised fund |
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2 |
A description of the authorised fund including: |
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(a) |
its name; |
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(b) |
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(i) |
unitholders are not liable for the debts of the authorised fund; |
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(ii) |
for an ICVC, a statement that the sub-funds of a scheme which is an umbrella are not 'ring fenced' and in the event of the umbrella being unable to meet liabilities attributable to any particular sub-fund out of the assets attributable to that sub-fund, that the remaining liabilities may have to be met out of the assets attributable to other sub-funds; |
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3(ba) |
whether it is a UCITS scheme or a non-UCITS retail scheme; |
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(c) |
for an ICVC, the address of its head office and the address of the place in the United Kingdom for service on the ICVC of notices or other documents required or authorised to be served on it; |
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(d) |
the effective date of the authorisation order made by the FSA and relevant details of termination, if the duration of the authorised fund is limited; |
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(e) |
its base currency; |
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(f) |
for an ICVC, the maximum and minimum sizes of its capital; and |
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(g) |
the circumstances in which it may be wound up under the rules and a summary of the procedure for, and the rights of unitholders under, such a winding up |
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Investment objectives and policy |
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3 |
The following particulars of the investment objectives and policy of the authorised fund: |
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(a) |
the investment objectives, including its financial objectives; |
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(b) |
the authorised fund's investment policy for achieving those investment objectives, including the general nature of the portfolio and, if appropriate, any intended specialisation; |
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(c) |
an indication of any limitations on that investment policy; |
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(d) |
the description of assets which the capital property may consist of; |
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(e) |
the proportion of the capital property which may consist of an asset of any description; |
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(f) |
the description of transactions which may be effected on behalf of the authorised fund and an indication of any techniques and instruments or borrowing powers which may be used in the management of the authorised fund; |
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(g) |
a list of the eligible markets through which the authorised fund may invest or deal in accordance with COLL 5.2.10 R (2)(b) (Eligible markets: requirements); |
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(h) |
for an ICVC, a statement as to whether it is intended that the scheme will have an interest in any immovable property or movable property ((in accordance with COLL 5.6.4 R (2) (Investment powers: general) or COLL 5.2.8 R (2) (UCITS schemes: general)) for the direct pursuit of the ICVC's business; |
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(i) |
where COLL 5.2.12 R (3) (Spread: government and public securities) applies, a prominent statement as to the fact that more than 35% of the scheme property is or may be invested in government and public securities and the names of the individual states, local authorities or public international bodies in whose securities the authorised fund may invest more than 35% of the scheme property; |
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(k) |
for an authorised fund which may invest in other schemes, the extent to which the scheme property may be invested in the units of schemes which are managed by the authorised fund manager or by its associate; |
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(ka) |
where a scheme is a feeder scheme, which (in respect of investment in units in collective investment schemes) is dedicated to units in a single collective investment scheme, details of the master scheme and the minimum (and, if relevant, maximum) investment that the feeder scheme may make in it; |
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(l) |
where a scheme invests principally in scheme units, deposits or derivatives, or replicates an index in accordance with COLL 5.2.31 R or COLL 5.6.23 R (Schemes replicating an index), a prominent statement regarding this investment policy; |
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(m) |
where derivatives transactions may be used in a scheme, a prominent statement as to whether these transactions are for the purposes of efficient portfolio management (including10hedging)10 or meeting the investment objectives or both and the possible outcome of the use of derivatives on the risk profile of the scheme; |
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(n) |
information concerning the profile of the typical investor for whom the scheme is designed; |
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(o) |
information concerning the historical performance of the scheme presented in accordance with COBS 4.6.2 R (the rules on past performance);6 6 |
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(p) |
for a non-UCITS retail scheme which invests in immovables, a statement of the countries or territories of situation of land or buildings in which the authorised fund may invest; |
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(q) |
for a UCITS scheme which invests a substantial portion of its assets in other schemes, a statement of the maximum level of management fees that may be charged to that UCITS scheme and to the schemes in which it invests; |
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5(qa) |
where the authorised fund is a qualifying money market fund, a statement to that effectand a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund; |
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(r) |
where the net asset value of a UCITS scheme is likely to have high volatility owing to its portfolio composition or the portfolio management techniques that may be used, a prominent statement to that effect; and |
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(s) |
for a UCITS scheme, a statement that any unitholder may obtain on request the types of information (which must be listed) referred to in COLL 4.2.3R (3) (Availability of prospectus and long report). |
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Reporting, distributions and accounting dates |
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4 |
Relevant details of the reporting, accounting and distribution information which includes: |
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(a) |
the accounting and distribution dates; |
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(b) |
procedures for: |
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(i) |
determining and applying income (including how any distributable income is paid); |
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(ii) |
unclaimed distributions; and |
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(iii) |
if relevant, calculating, paying and accounting for income equalisation; |
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(c) |
the accounting reference date and when the long report will be published in accordance with COLL 4.5.14 R (Publication and availability of annual and half-yearly long report); and |
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(d) |
when the short report will be sent to unitholders in accordance with COLL 4.5.13 R (Provision of short report). |
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Characteristics of the units |
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5 |
Information as to: |
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(a) |
where there is more than one class of unit in issue or available for issue, the name of each such class and the rights attached to each class in so far as they vary from the rights attached to other classes; |
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(b) |
where the instrument constituting the scheme provides for the issue of bearer certificates, that fact and what procedures will operate for them; |
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(c) |
how unitholders may exercise their voting rights and what these amount to; |
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(d) |
where a mandatory redemption, cancellation or conversion of units from one class to another may be required, in what circumstances it may be required; and |
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(e) |
for an AUT, the fact that the nature of the right represented by units is that of a beneficial interest under a trust. |
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Authorised fund manager |
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6 |
The following particulars of the authorised fund manager: |
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(a) |
its name; |
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(b) |
the nature of its corporate form; |
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(c) |
the date of its incorporation; |
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(d) |
the address of its registered office; |
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(e) |
the address of its head office, if that is different from the address of its registered office; |
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(f) |
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; |
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(g) |
if the duration of its corporate status is limited, when that status will or may cease; and |
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(h) |
the amount of its issued share capital and how much of it is paid up. |
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Directors of an ICVC, other than the ACD |
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7 |
Other than for the ACD: |
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(a) |
the names and positions in the ICVC of any other directors (if any); and |
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(b) |
the manner, amount and calculation of the remuneration of such directors. |
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Depositary |
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8 |
The following particulars of the depositary: |
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(a) |
its name; |
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(b) |
the nature of its corporate form; |
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(c) |
the address of its registered office; |
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(d) |
the address of its head office, if that is different from the address of its registered office; |
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(e) |
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; and |
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(f) |
a description of its principal business activity. |
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Investment adviser |
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9 |
If an investment adviser is retained in connection with the business of an authorised fund: |
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(a) |
its name; and |
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(b) |
where it carries on a significant activity other than providing services to the authorised fund as an investment adviser, what that significant activity is. |
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Auditor |
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10 |
The name of the auditor of the authorised fund. |
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Contracts and other relationships with parties |
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11 |
The following relevant details: |
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(a) |
for an ICVC: |
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(i) |
a summary of the material provisions of the contract between the ICVC and the ACD3 which may be relevant to unitholders including provisions (if any) relating to remuneration, termination, compensation on termination and indemnity; 3 |
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(ii) |
the main business activities of each of the directors (other than those connected with the business of the ICVC) where these are of significance to the ICVC's business; |
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(iii) |
if any director is a body corporate in a group of which any other corporate director of the ICVC is a member, a statement of that fact; 3 |
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(iv) |
the main terms of each contract of service between the ICVC and a director in summary form; and3 |
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3(v) |
for an ICVC that does not hold annual general meetings, a statement that copies of contracts of service between the ICVC and its directors, including the ACD, will be provided to a unitholder on request; |
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(b) |
the names of the directors of the authorised fund manager and the main business activities of each of the directors (other than those connected with the business of the authorised fund) where these are of significance to the authorised fund's business; |
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(c) |
a summary of the material provisions of the contract between the ICVC or the manager of the AUT and the depositary which may be relevant to unitholders, including provisions relating to the remuneration of the depositary; |
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(d) |
if an investment adviser retained in connection with the business of the authorised fund is a body corporate in a group of which any director of the ICVC or the manager of the AUT is a member, that fact; |
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(e) |
a summary of the material provisions of any contract between the authorised fund manager or the ICVC and any investment adviser which may be relevant to unitholders; |
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(f) |
if an investment adviser retained in connection with the business of the authorised fund has the authority of the authorised fund manager or the ICVC to make decisions on behalf of the authorised fund manager or the ICVC, that fact and a description of the matters in relation to which it has that authority; |
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(g) |
what functions (if any) the authorised fund manager has delegated and to whom; and |
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(h) |
in what capacity (if any), the authorised fund manager acts in relation to any other regulated collective investment schemes2 and the name of such schemes. 2 |
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Register of Unitholders |
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12 |
Details of: |
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(a) |
the address in the United Kingdom where the register of unitholders, and where relevant the plan register is kept and can be inspected by unitholders; and |
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(b) |
the registrar's name and address. |
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Payments out of scheme property |
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13 |
In relation to each type of payment from the scheme property, details of: |
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(a) |
who the payment is made to; |
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(b) |
what the payment is for; |
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(c) |
the rate or amount where available; |
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(d) |
how it will be calculated and accrued; |
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(e) |
when it will be paid; and |
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(f) |
where a performance fee is taken, examples of its operation in plain English and the maximum it can amount to. |
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Allocation of payments |
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14 |
If, in accordance with COLL 6.7.10 R4 (Allocation of payments to income or capital), the authorised fund manager and the depositary have agreed that all or part of any income expense payments may be treated as a capital expense: |
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(a) |
that fact; |
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(b) |
the policy for allocation of these payments; and |
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(c) |
a statement that this policy may result in capital erosion or constrain capital growth. |
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Moveable and immovable property (ICVC only) |
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15 |
An estimate of any expenses likely to be incurred by the ICVC in respect of movable and immovable property in which the ICVC has an interest. |
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Valuation and pricing of scheme property |
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16 |
In relation to the valuation of scheme property and pricing of units1: 1 |
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(a) |
either:1 1 |
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(i) |
in the case of a single-priced authorised fund,1 a provision that there must be only a single price for any unit as determined from time to time by reference to a particular valuation point; or1 |
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(ii) |
1in the case of a dual-priced authorised fund, the authorised fund manager's policy for determining prices for the sale and redemption of units by reference to a particular valuation point and an explanation of how those prices may differ; |
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(b) |
details of: |
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(i) |
how the value of the scheme property is to be determined in relation to each purpose for which the scheme property must be valued; |
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(ii) |
how frequently and at what time or times of the day the scheme property will be regularly valued for dealing purposes and a description of any circumstance in which the scheme property may be specially valued; |
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(iii) |
where relevant, how the price of units of each class will be determined for dealing purposes; 1 |
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(iv) |
where and at what frequency the most recent prices will be published; and |
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(v) |
1where relevant in the case of a dual-priced authorised fund, the authorised fund manager's policy in relation to large deals; and |
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(c) |
if provisions in (a) and (b) do not take effect when the instrument constituting the scheme or (where appropriate) supplemental trust deed takes effect, a statement of the time from which those provisions are to take effect or how it will be determined. |
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Dealing |
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17 |
The following particulars: |
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(a) |
the procedures, the dealing periods and the circumstances in which the authorised fund manager will effect: |
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(i) |
the sale and redemption of units and the settlement of transactions (including the minimum number or value of units which one person may hold or which may be subject to any transaction of sale or redemption) for each class of unit in the authorised fund; and |
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(ii) |
any direct issue or cancellation of units by an ICVC or by the trustee (as appropriate) through the authorised fund manager in accordance with COLL 6.2.7R (2) (Issue and cancellation of units through an authorised fund manager); |
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(b) |
the circumstances in which the redemption of units may be suspended; |
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(c) |
whether certificates will be issued in respect of registered units; |
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(d) |
the circumstances in which the authorised fund manager may arrange for, and the procedure for the issue or cancellation of units in specie; |
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(e) |
the investment exchanges (if any) on which units in the scheme are listed or dealt; |
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(f) |
the circumstances and conditions for issuing units in an authorised fund which limit the issue of any class of units in accordance with COLL 6.2.21 (Limited issue); |
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(g) |
the circumstances and procedures for the limitation or deferral of redemptions in accordance with COLL 6.2.16 (Limited redemption) or COLL 6.3.8 (Deferred redemption); 12 |
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(h) |
in a prospectus available during the period of any initial offer: |
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(i) |
the length of the initial offer period; |
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(ii) |
the initial price of a unit, which must be in the base currency; |
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(iii) |
the arrangements for issuing units during the initial offer, including the authorised fund manager's intentions on investing the subscriptions received during the initial offer; |
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(iv) |
the circumstances when the initial offer will end; |
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(v) |
whether units will be sold or issued in any other currency; and12 |
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(vi) |
any other relevant details of the initial offer12; and12 |
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(i) |
whether 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.12 |
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Dilution |
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18 |
In the case of a single-priced authorised fund, details1 of what is meant by dilution including: |
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(a) |
a statement explaining: |
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(i) |
that it is not possible to predict accurately whether dilution is likely to occur; and |
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(ii) |
which of the policies the authorised fund manager is adopting under COLL 6.3.8 (1) (Dilution) together with an explanation of how this policy may affect the future growth of the authorised fund; and |
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(b) |
if the authorised fund manager may require a dilution levy or make a dilution adjustment, a statement of: |
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(i) |
the authorised fund manager's policy in deciding when to require a dilution levy, including the authorised fund manager's policy on large deals, or when to make a dilution adjustment; |
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(ii) |
the estimated rate or amount of any dilution levy or dilution adjustment based either on historical data or future projections; and |
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(iii) |
the likelihood that the authorised fund manager may require a dilution levy or make a dilution adjustment and the basis (historical or projected) on which the statement is made. |
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SDRT provision |
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19 |
An explanation of: |
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(a) |
what is meant by stamp duty reserve tax, SDRT provision and large deals; and |
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(b) |
the authorised fund manager's policy on imposing an SDRT provision including its policy on large deals, and the occasions, and the likely frequency of the occasions, in which an SDRT provision may be imposed and the maximum rate of it (a usual rate may also be stated). |
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Forward and historic pricing |
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20 |
The authorised fund manager's normal basis of pricing under COLL 6.3.9 (Forward and historic pricing). |
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Preliminary charge |
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21 |
Where relevant, a statement authorising the authorised fund manager to make a preliminary charge and specifying the basis for and current amount or rate of that charge. |
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Redemption charge |
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22 |
Where relevant, a statement authorising the authorised fund manager to deduct a redemption charge out of the proceeds of redemption; and if the authorised fund manager makes a redemption charge: |
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(a) |
the current amount of that charge or if it is variable, the rate or method of calculating it; |
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(b) |
if the amount, rate or method has been changed, that details of any previous amount, rate or method may be obtained from the authorised fund manager on request; and |
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(c) |
how the order in which units acquired at different times by a unitholder is to be determined so far as necessary for the purposes of the imposition of the redemption charge. |
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9Property Authorised Investment Funds |
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922A |
For a property authorised investment fund, a statement that: |
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(1) |
it is a property authorised investment fund; |
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(2) |
no body corporate may seek to obtain or intentionally maintain a holding of more that10% of the net asset value of the fund; and |
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(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: |
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(a) |
necessary in order to enable an orderly reduction of the holding to below 10%; and |
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(b) |
in the interests of the unitholders as a whole. |
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14Funds of alternative investment funds |
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1422B |
For a non-UCITS retail scheme operating as a FAIF, a statement that it is a fund of alternative investment funds. |
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General information |
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23 |
Details of: |
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(a) |
the address at which copies of the instrument constituting the scheme, any amending instrument and the most recent annual and half-yearly long reports may be inspected and from which copies may be obtained; |
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(b) |
the manner in which any notice or document will be served on unitholders; |
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(c) |
the extent to which and the circumstances in which: |
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(i) |
the scheme is liable to pay or suffer tax on any appreciation in the value of the scheme property or on the income derived from the scheme property; and |
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(ii) |
deductions by way of withholding tax may be made from distributions of income to unitholders and payments made to unitholders on the redemption of units; 3 |
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(d) |
for a UCITS scheme, any possible fees or expenses not described in paragraphs 13 to 22, distinguishing between those to be paid by a unitholder and those to be paid out of scheme property; and3 3 |
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3(e) |
for an ICVC, whether or not annual general meetings will be held. |
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Information on the umbrella |
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24 |
In the case of a scheme which is an umbrella with two or more sub-funds11, the following information: |
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(a) |
that a unitholder is entitled to exchange units in one sub-fund for units in any other sub-fund (other than a sub-fund which has limited the issue of units); |
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(b) |
that an exchange of units in one sub-fund for units in any other sub-fund is treated as a redemption and sale and will, for persons subject to United Kingdom taxation, be a realisation for the purposes of capital gains taxation; |
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(c) |
that in no circumstances will a unitholder who exchanges units in one sub-fund for units in any other sub-fund be given a right by law to withdraw from or cancel the transaction; |
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(d) |
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; |
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(e) |
what charges, if any, may be made on exchanging units in one sub-fund for units in any other sub-fund; and11 |
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(f) |
for 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 scheme which is an umbrella.11 |
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(g) |
[deleted]11 11 |
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Application of the prospectus contents to an umbrella |
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25 |
For a scheme which is an umbrella, information required must be stated: |
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(a) |
in relation to each sub-fund where the information for any sub-fund differs from that for any other; and |
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(b) |
for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole. |
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Marketing in another EEA state |
|||||
26 |
A prospectus of a UCITS scheme which is prepared for the purpose of marketing units in a EEA State other than the United Kingdom, must give details as to: |
||||
(a) |
what special arrangements have been made: |
||||
(i) |
for paying in that EEA State amounts distributable to unitholders resident in that EEA State; |
||||
(ii) |
for redeeming in that EEA State the units of unitholders resident in that EEA State; |
||||
(iii) |
for inspecting and obtaining copies in that EEA State of the instrument constituting the scheme and amendments to it, the prospectus and the annual and half-yearly long report; and |
||||
(iv) |
|||||
(b) |
how the ICVC or the manager of an AUT will publish in that EEA State notice: |
||||
(i) |
that the annual and half-yearly long report are available for inspection; |
||||
(ii) |
that a distribution has been declared; |
||||
(iii) |
of the calling of a meeting of unitholders; and |
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(iv) |
of the termination of the authorised fund or the revocation of its authorisation. |
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7Investment in overseas8 property through an intermediate holding vehicle |
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726A |
7If investment in an overseas8 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 vehicle is to enable the holding of overseas8 immovables by the scheme. |
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Additional information |
|||||
27 |
Any other material information which is within the knowledge of the directors of an ICVC or the manager of an AUT, or which the directors or manager would have obtained by making reasonable enquiries, including but not confined to, the following matters: |
||||
(a) |
information 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; |
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(b) |
a clear and easily understandable explanation of any risks which investment in the authorised fund may reasonably be regarded as presenting for reasonably prudent investors of moderate means; |
||||
(c) |
if there is any arrangement intended to result in a particular capital or income return from a holding of units in the authorised fund or any investment objective of giving protection to the capital value of, or income return from, such a holding: |
||||
(i) |
details of that arrangement or protection; |
||||
(ii) |
for any related guarantee, sufficient details about the guarantor and the guarantee to enable a fair assessment of the value of the guarantee; |
||||
(iii) |
a description of the risks that could affect achievement of that return or protection; and |
||||
(iv) |
details of the arrangements by which the authorised fund manager will notify unitholders of any action required by the unitholders to obtain the benefit of the guarantee; and |
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(d) |
whether any notice has been given to unitholders of the authorised fund manager intention to propose a change to the scheme and if so, its particulars. |
This table belongs to COLL 8.3.2 R.
1 |
Document status |
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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. |
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2 |
Description of the authorised fund |
|||
Information detailing: |
||||
(1) |
the name of the authorised fund; |
|||
(2) |
that the authorised fund is either an ICVC 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; |
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(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 FSA and, if the duration of the authorised fund is not unlimited, when it will or may terminate; |
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(7) |
the base currency for the authorised fund; |
|||
(8) |
where relevant, the maximum and minimum sizes of the ICVC's capital; and |
|||
(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. |
|||
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 |
|||
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. |
|||
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) |
||||
7 |
Directors of an ICVC, other than the ACD |
|||
Other than for the ACD: |
||||
(1) |
||||
(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 FSA. |
||||
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 trustee (as appropriate) may occur and the relevant procedures for such issues and cancellations; and66 |
|||
(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 whether a forward price or historic price 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 scheme, any amending instrument and the most recent annual reports may be inspected and from which copies may be obtained. |
|||
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; and |
|||
(5) |
for an ICVC, that the sub-funds are not "ring fenced" and in the event of an umbrella being unable to meet liabilities attributable to any particular sub-fund out of the assets attributable to that sub-fund, the remaining liabilities may have to be met out of the assets attributable to other sub-funds. |
|||
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 |
||||
19 |
Additional information |
|||
Any other material information which is within the knowledge of the directors of an ICVC or the manager of an AUT, or which the directors or manager 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. |
Frequently asked questions about allocation of functions in SYSC 2.1.3 R
This table belongs to SYSC 2.1.5 G
Question |
Answer |
|
1 |
Does an individual to whom a function is allocated under SYSC 2.1.3 R need to be an approved person? |
An individual to whom a function is allocated under SYSC 2.1.3 R will be performing the apportionment and oversight function (CF 8, see SUP 10.7.1 R) and an application must be made to the FSA for approval of the individual before the function is performed under section 59 of the Act (Approval for particular arrangements). There are exceptions from this in SUP 10.1 (Approved persons - Application). 5 |
2 |
If the allocation is to more than one individual, can they perform the functions, or aspects of the functions, separately? |
If the functions are allocated to joint chief executives under SYSC 2.1.4 R, column 2, they are expected to act jointly. If the functions are allocated to an individual under SYSC 2.1.4 R, column 2, in addition to individuals under SYSC 2.1.4 R, column 3, the former may normally be expected to perform a leading role in relation to the functions that reflects his position. Otherwise, yes. |
3 |
What is meant by "appropriately allocate" in this context? |
The allocation of functions should be compatible with delivering compliance with Principle 3, SYSC 2.1.1 R and SYSC 3.1.1 R. The FSA considers that allocation to one or two individuals is likely to be appropriate for most firms. |
4 |
If a committee of management governs a firm or group, can the functions be allocated to every member of that committee? |
Yes, as long as the allocation remains appropriate (see Question 3).If the firm also has an individual as chief executive, then the functions must be allocated to that individual as well under SYSC 2.1.4 R, column 2 (see Question 7). |
5 |
Does the definition of chief executive include the possessor of equivalent responsibilities with another title, such as a managing director or managing partner? |
Yes. |
6 |
Is it possible for a firm to have more than one individual as its chief executive? |
Although unusual, some firm may wish the responsibility of a chief executive to be held jointly by more than one individual. In that case, each of them will be a chief executive and the functions must be allocated to all of them under SYSC 2.1.4 R, column 2 (see also Questions 2 and 7). |
7 |
If a firm has an individual as chief executive, must the functions be allocated to that individual? |
Normally, yes, under SYSC 2.1.4 R, column 2. But if the firm is a body corporate and a member of a group, the functions may, instead of to the firm's chief executive, be allocated to a director or senior manager from the group responsible for the overall management of the group or of a relevant group division, so long as this is appropriate (see Question 3). Such individuals willnevertheless require approval by the FSA (see Question 1). If the firm chooses to allocate the functions to a director or senior manager responsible for the overall management of a relevant group division, the FSA would expect that individual to be of a seniority equivalent to or greater than a chief executive of the firm for the allocation to be appropriate. See also Question 14. |
8 |
If a firm has a chief executive, can the functions be allocated to other individuals in addition to the chief executive? |
Yes. SYSC 2.1.4 R, column 3, permits a firm to allocate the functions, additionally, to the firm's (or where applicable the group's) directors and senior managers as long as this is appropriate (see Question 3). |
9 |
What if a firm does not have a chief executive? |
Normally, the functions must be allocated to one or more individuals selected from the firm's (or where applicable the group's) directors and senior managers under SYSC 2.1.4 R, column 3. But if the firm: (1) is a body corporate and a member of a group; and (2) the group has a director or senior manager responsible for the overall management of the group or of a relevant group division; then the functions must be allocated to that individual (together, optionally, with individuals from column 3 if appropriate) under SYSC 2.1.4 R, column 2.2 |
10 |
What do you mean by "group division within which some or all of the firm's regulated activities fall"? |
A "division" in this context should be interpreted by reference to geographical operations, product lines or any other method by which the group's business is divided. If the firm's regulated activities fall within more than one division and the firm does not wish to allocate the functions to its chief executive, the allocation must, under SYSC 2.1.4 R, be to: (1) a director or senior manager responsible for the overall management of the group; or (2) a director or senior manager responsible for the overall management of one of those divisions; together, optionally, with individuals from column 3 if appropriate. (See also Questions 7 and 9.) |
11 |
How does the requirement to allocate the functions in SYSC 2.1.3R apply to an overseas firm which is not an incoming EEA firm, incoming Treaty firm or UCITS qualifier? |
The firm must appropriately allocate those functions to one or more individuals, in accordance with SYSC 2.1.4 R, but: (1) The responsibilities that must be apportioned and the systems and controls that must be overseen are those relating to activities carried on from a UK establishment with certain exceptions (see SYSC 1 Annex 1.1.7 R)6. Note that SYSC 1 Annex 1.1.10 R6 does not extend the territorial scope of SYSC 2 for an overseas firm. (2) The chief executive of an overseas firm is the person responsible for the conduct of the firm's business within the United Kingdom (see the definition of "chief executive"). This might, for example, be the manager of the firm's UK establishment, or it might be the chief executive of the firm as a whole, if he has that responsibility. The apportionment and oversight function applies to such a firm, unless it falls within a particular exception from the approved persons regime (see Question 1). 66 |
12 |
How does the requirement to allocate the functions in SYSC 2.1.3R apply to an incoming EEA firm or incoming Treaty firm? |
SYSC 1 Annex 1.1.1R6and SYSC 1 Annex 1.1.8 R6restrict the application of SYSC 2.1.3 R for such a firm. Accordingly: (1) Such a firm is not required to allocate the function of dealing with apportionment in SYSC 2.1.3 R (1). (2) Such a firm is required to allocate the function of oversight in SYSC 2.1.3 R (2). However, the systems and controls that must be overseen are those relating to matters which the FSA, as Host State regulator, is entitled to regulate (there is guidance on this in SUP 13A Annex 2 G3). Those are primarily, but not exclusively, the systems and controls relating to the conduct of the firm's activities carried on from its UK branch. (3) Such a firm need not allocate the function of oversight to its chief executive; it must allocate it to one or more directors and senior managers of the firm or the firm's group under SYSC 2.1.4 R, row (2). (4) An incoming EEA firm which has provision only for cross border services is not required to allocate either function if it does not carry on regulated activities in the United Kingdom; for example if they fall within the overseas persons exclusions in article 72 of the Regulated Activities Order. See also Questions 1 and 15.1 663 |
13 |
What about a firm that is a partnership or a limited liability partnership? |
The FSA envisages that most if not all partners or members will be either directors or senior managers, but this will depend on the constitution of the partnership (particularly in the case of a limited partnership) or limited liability partnership. A partnership or limited liability partnership may also have a chief executive (see Question 5). A limited liability partnership is a body corporate and, if a member of a group, will fall within SYSC 2.1.4 R, row (1) or (2). |
14 |
What if generally accepted principles of good corporate governance recommend that the chief executive should not be involved in an aspect of corporate governance? |
The Note to SYSC 2.1.4 R provides that the chief executive or other executive director or senior manager need not be involved in such circumstances. For example, the UK Corporate Governance Code7 recommends that the board of a listed company should establish an audit committee of non-executive directors to be responsible for oversight of the audit. That aspect of the oversight function may therefore be allocated to the members of such a committee without involving the chief executive. Such individuals may require approval by the FSA in relation to that function (see Question 1). 7 |
15 |
What about electronic commerce activities carried on from an establishment in another EEA State with or for a person in the United Kingdom?4 4 |
SYSC does not apply to an incoming ECA provider acting as such.1 4 |