Related provisions for BIPRU 5.4.29
A person is an indirect holder of shares for the purpose of the applicable definition of shareholder to the extent that he is entitled to acquire, to dispose of, or to exercise voting rights in any of the following cases or a combination of them:
Case |
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(a) |
voting rights held by a third party with whom that person has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the issuer in question; |
(b) |
voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights in question; |
(c) |
voting rights attaching to shares which are lodged as collateral with that person provided that person controls the voting rights and declares its intention of exercising them; |
(d) |
voting rights attaching to shares in which that person has the life interest; |
(e) |
voting rights which are held, or may be exercised within the meaning of points (a) to (d) or, in cases (f) and (h) by a person1 undertaking investment management, or by a management company, by an undertaking controlled by that person; 1 |
(f) |
voting rights attaching to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders; |
(g) |
voting rights held by a third party in his own name on behalf of that person; |
(h) |
voting rights which that person may exercise as a proxy where that person can exercise the voting rights at his discretion in the absence of specific instructions from the shareholders. |
[Note: article 10 of the TD]
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 |
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Information detailing: |
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(1) |
the name of the authorised fund; |
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(2) |
that the authorised fund is either an ICVC or an AUT; |
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(3) |
that the scheme is a qualified investor scheme; |
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(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; |
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(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; |
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(8) |
where relevant, the maximum and minimum sizes of the ICVC's capital; and |
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(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. |
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3 |
Investment objectives and policy |
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(1) |
Sufficient information to enable a unitholder to ascertain: |
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(a) |
the investment objectives of the authorised fund; |
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(b) |
the authorised fund's investment policy for achieving those investment objectives, including: |
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(i) |
the general nature of the portfolio and any intended specialisation; |
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(ii) |
the policy for the spreading of risk in the scheme property; and |
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(iii) |
the policy in relation to the exercise of borrowing powers; |
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(c) |
a description of any restrictions in the assets in which investment may be made; and |
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(d) |
the extent (if any) to which that investment policy does not envisage remaining fully invested at all times. |
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(2) |
For investment in immovables : |
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(a) |
the countries or territories of immovables in which the authorised fund may invest; |
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(b) |
the policy of the authorised fund manager in relation to insurance of immovables forming part of the scheme property; and |
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(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. |
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(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: |
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(a) |
to the basis of the maximum amount of the charges in respect of transactions in a second scheme; and |
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(b) |
the extent to which any such charges will be reimbursed to the scheme. |
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(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. |
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(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 |
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(6) |
Where the scheme is a money market fund or a short-term money market fund, a statement identifying it as such a fund and a statement that the scheme's investment objectives and policies will meet the conditions in the definition of money market fund or short-term money market fund, as appropriate.9 |
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4 |
Distributions and accounting dates |
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Relevant details of accounting and distribution dates and a description of the procedures: |
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(1) |
for determining and applying income (including how any distributable income is paid); and |
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(2) |
relating to unclaimed distributions. |
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5 |
The characteristics of units in the authorised fund |
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Information as to: |
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(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; |
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(2) |
how unitholders may exercise their voting rights and what these are; and |
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(3) |
the circumstances where a mandatory redemption, cancellation or conversion of units from one class to another may be required. |
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6 |
The authorised fund manager |
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The following particulars of the authorised fund manager: |
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(1) |
its name and the nature of its corporate form; |
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(2) |
the country or territory of its incorporation; |
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(3) |
the date of its incorporation and if the duration of its corporate status is limited, when that status will or may cease; |
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(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; |
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(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; |
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(6) |
the amount of its issued share capital and how much of it is paid up; |
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(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 |
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(8) |
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7 |
Directors of an ICVC, other than the ACD |
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Other than for the ACD: |
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(1) |
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(2) |
the manner, amount and calculation of the remuneration of the directors. |
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8 |
The depositary |
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The following particulars of the depositary: |
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(1) |
its name and the nature of its corporate form; |
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(2) |
the country or territory of its incorporation; |
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(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 |
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(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. |
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9 |
The investment adviser |
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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. |
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10 |
The auditor |
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The name of the auditor of the authorised fund. |
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11 |
The register of Unitholders |
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Details of the address in the United Kingdom where the register of unitholders is kept and can be inspected by unitholders. |
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12 |
Payments out of the scheme property |
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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: |
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(1) |
the current rates or amounts of such remuneration; |
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(2) |
how the remuneration will be calculated and accrue and when it will be paid; |
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(3) |
if notice has been given to unitholders of the authorised fund manager's intention to: |
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(a) |
introduce a new category of remuneration for its services; or |
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(b) |
increase the basis of any current charge; or |
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(c) |
change the basis of the treatment of a payment from the capital property set out in COLL 8.5.13 R (2) (Payments); |
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particulars of that introduction or increase and when it will take place; |
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(4) |
the types of any other charges and expenses that may be taken out of the scheme property; and |
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(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: |
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(a) |
that fact; and |
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(b) |
the basis of the charge which may be so treated |
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13 |
Dealing |
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Details of: |
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(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; |
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(2) |
the procedures for effecting: |
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(a) |
the issue and cancellation of units; |
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(b) |
the sale and redemption of units; and |
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(c) |
the settlement of transactions; |
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(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; |
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(4) |
the circumstances in which the redemption of units may be suspended; |
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(5) |
the days and times in the day on which recalculation of the price will commence; |
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(6) |
details of the minimum number or value of each type of unit in the authorised fund which: |
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(a) |
any one person may hold; and |
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(b) |
may be the subject of any one transaction of sale or redemption; |
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(7) |
the circumstances in which the authorised fund manager may arrange for, and the procedure for, a redemption of units in specie; |
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(8) |
the circumstances in which the further issue of units in any particular class may be limited and the procedures relating to this:66 |
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(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 |
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(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 |
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14 |
Valuation of scheme property |
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Details as to: |
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(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; |
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(2) |
in relation to each purpose for which the scheme property must be valued, the basis on which it will be valued; and |
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(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. |
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15 |
Sale and redemption charges |
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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. |
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15A5 |
Property Authorised Investment Funds |
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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 than 10% 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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16 |
General information |
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Details as to: |
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(1) |
when annual and half- yearly reports will be published; and |
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(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. |
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17 |
Information on the umbrella |
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In the case of a scheme which is an umbrella, the following information: |
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(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; |
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(2) |
what charges may be made on exchanging units in one sub-fund for units in other sub-funds; |
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(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; |
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(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 |
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(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. |
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18 |
Application of the prospectus contents to an umbrella |
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For a scheme which is an umbrella, information required must be stated: |
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(1) |
in relation to each sub-fund where the information for any sub-fund differs from that for any other; and |
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(2) |
for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole. |
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318A |
Investment in overseas4 property through an intermediate holding vehicle3 |
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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 |
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19 |
Additional information |
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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. |
Part II RAO Investments |
Part III RAO Investments |
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1. |
Reception and transmission of orders in relation to one or more financial instruments |
Article 252 |
Article 76-81, 83-85, 89 |
2. |
Execution of orders on behalf of clients |
Article 14, 21 |
A Article 76-81, 83-85, 89 |
3. |
Dealing on own account |
Article 14 |
Article 76-81, 83-85, 89 |
4. |
Portfolio management |
Article 37 (14, 21, 25 - see Note 1) 2 |
Article 76-81, 83-85, 89 |
5. |
Investment advice |
Article 53 |
Article 76-81, 83-85, 89 |
6. |
Underwriting of financial instruments and/or placing of financial instruments on a firm commitment basis |
Article 14, 21 |
Article 76-81, 83-85, 89 |
7. |
Placing of financial instruments without a firm commitment basis |
Article 21, 25 |
Article 76-81, 83-85, 89 |
8. |
Operation of Multilateral Trading Facilities |
Article 25B (see Note 2) |
Article 76-81, 83-85, 89 |
Ancillary services |
Part II RAO Activities |
Part III RAO Investments |
|
1. |
Safekeeping and administration of financial instruments for the account of clients, including custodianship and related services such as cash/collateral management |
Article 40, 45, 64 |
Article 76-81, 83-85, 89 |
2. |
Granting credits or loans to an investor to allow him to carry out a transaction in one or more of the relevant instruments where the firm granting the credit or loan is involved |
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3. |
Advice to undertakings on capital structure, industrial strategy and related matters and advice and services relating to mergers and the purchase of undertakings |
Article 14, 21, 25, 53, 64 |
Article 76-80, 83-85, 89 |
4. |
Foreign exchange services where these are connected with the provision of investment services |
Article 14, 21, 25, 53, 64 |
Article 83-85, 89 |
5. |
Investment research and financial analysis or other forms of general recommendation relating to transactions in financial instruments |
Article 53, 64 |
Article 76-81, 83-85, 89 |
6. |
Services related to underwriting |
Article 25, 53, 64 |
Article 76-81, 83-85, 89 |
7. |
Investment services and activities as well as ancillary services of the type included under Section A or B of Annex I related to the underlying of the derivatives included under Section C 5, 6, 7 and 10-where these are connected to the provision of investment or ancillary services. |
Article 14, 21, 25, 25B, 37, 53, 64 |
Article 83 and 84 |
Note 1. A firm may also carry on these other activities when it is managing investments.2 |
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Note 2. A firm operating an MTF under article 25B does not need to have a permission covering other regulated activities, unless it performs other regulated activities in addition to operating an MTF. |
Client assets report
Whether in the auditor's opinion |
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(1) |
the firm has maintained systems adequate to enable it to comply with the custody rules, the collateral rules,5 the client money rules3 (except CASS 5.2)13 and the mandate rules5 throughout the period ;5 353 |
1
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(2) |
the firm was in compliance with the custody rules, the collateral rules,5 the client money rules3 (except CASS 5.2) and the mandate rules5,13 at the date as at which the report has been made; 353 |
1
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(3) |
in the case of an investment management firm, personal investment firm, a UCITS firm,2securities and futures firm or BIPRU investment firm,2 when a subsidiary of the firm is during the period 5a nominee company in whose name custody assets of the firm are registered during the period, 5 that nominee company has maintained throughout the period5 systems for the custody, identification and control of custody assets which: 225 |
|
(a) |
were5 adequate; and 5 |
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(b) |
included5 reconciliations at appropriate intervals between the records maintained (whether by the firm or the nominee company) and statements or confirmations from custodians or from the person who maintained5 the record of legal entitlement; and 55 |
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(4) |
if there has been a secondary pooling event during the period, the firm has 1complied with the rules43CASS 5.6 and CASS 7A43 (Client money distribution)1 in relation to that pooling event. 3 |
1