Related provisions for LR 15.5.3
Article 17 of the MiFID Regulation
2Pre-trade transparency obligations |
|
(1) |
A ... market operator operating an MTF or a regulated market shall, in respect of each share admitted to trading on a regulated market that is traded within a system operated by it and specified in Table 1 of Annex II [(see REC 2.6.8 EU)], make public the information set out in paragraphs 2 to 6. |
(2) |
Where one of the entities referred to in paragraph 1 operates a continuous auction order book trading system, it shall, for each share as specified in paragraph 1, make public continuously throughout its normal trading hours the aggregate number of orders and of the shares those orders represent at each price level, for the five best bid and offer price levels. |
(3) |
Where one of the entities referred to in paragraph 1 operates a quote-driven trading system, it shall, for each share as specified in paragraph 1, make public continuously throughout its normal trading hours the best bid and offer by price of each market maker in that share, together with the volumes attaching to those prices. |
The quotes made public shall be those that represent binding commitments to buy and sell the shares and which indicate the price and volume of shares in which the registered market makers are prepared to buy or sell. |
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In exceptional market conditions, however, indicative or one-way prices may be allowed for a limited time. |
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(4) |
Where one of the entities referred to in paragraph 1 operates a periodic auction trading system, it shall, for each share specified in paragraph 1, make public continuously throughout its normal trading hours the price that would best satisfy the system's trading algorithm and the volume that would potentially be executable at that price by participants in that system. |
(5) |
Where one of the entities referred to in paragraph 1 operates a trading system which is not wholly covered by paragraphs 2 or 3 or 4, either because it is a hybrid system falling under more than one of those paragraphs or because the price determination process is of a different nature, it shall maintain a standard of pre-trade transparency that ensures that adequate information is made public as to the price level of orders or quotes for each share specified in paragraph 1, as well as the level of trading interest in that share. |
In particular, the five best bid and offer price levels and/or two-way quotes of each market maker in that share shall be made public, if the characteristics of the price discovery mechanism permit it. |
|
(6) |
A summary of the information to be made public in accordance with paragraphs 2 to 5 is specified in Table 1 of Annex II. [(see REC 2.6.8 EU)] |
Table 1 of Annex II to the MiFID Regulation: Information to be made public in accordance with Article 17 (see REC 2.6.9EU)
2Type of system |
Description of system |
Summary of information to be made public, in accordance with Article 17 |
continuous auction order book trading system |
a system that by means of an order book and a trading algorithm operated without human intervention matches sell orders with matching buy orders on the basis of the best available price on a continuous basis |
the aggregate number of orders and the shares they represent at each price level, for at least the five best bid and offer price levels. |
quote-driven trading system |
a system where transactions are concluded on the basis of firm quotes that are continuously made available to participants, which requires the market makers to maintain quotes in a size that balances the needs of members and participants to deal in a commercial size and the risk to which the market maker exposes itself |
the best bid and offer by price of each market maker in that share, together with the volumes attaching to those prices |
periodic auction trading system |
a system that matches orders on the basis of a periodic auction and a trading algorithm operated without human intervention |
the price at which the auction trading system would best satisfy its trading algorithm and the volume that would potentially be executable at that price |
trading system not covered by first three rows |
A hybrid system falling into two or more of the first three rows or a system where the price determination process is of a different nature than that applicable to the types of system covered by [the] first three rows |
adequate information as to the level of orders or quotes and of trading interest; in particular, the five best bid and offer price levels and/or two way quotes of each market maker in the share, if the characteristics of the price discovery mechanism so permit |
Article 27(1) of the MiFID Regulation
2Post-trade transparency obligation |
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1. |
... regulated markets, and ... market operators operating an MTF shall, with regard to transactions in respect of shares admitted to trading on regulated markets concluded ... within their systems, make public the following details: |
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(a) |
the details specified in points 2, 3, 6, 16, 17, 18 and 21 of Table 1 of Annex I [(see REC 2.6.16 EU)] |
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(b) |
an indication that the exchange of shares is determined by factors other than the current market valuation of the share, where applicable [(see REC 2.6.17 EU)]; |
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(c) |
an indication that the trade was a negotiated trade, where applicable; |
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(d) |
any amendments to previously disclosed information, where applicable. |
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Those details shall be made public either by reference to each transaction or in a form aggregating the volume and price of all transactions in the same share taking place at the same price at the same time. |
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Table of application, notification and vetting fees
(1) Fee payer |
(2) Fee payable |
Due date |
(a) Any applicant for Part IV permission (including an incoming firm applying for top-up permission) |
(1) Unless (2) applies, in1 respect of a particular application, the highest of the tariffs set out in FEES 3 Annex 1 part 11 which apply to that application. (2) In respect of a particular application which is: (i) a straightforward or moderately complex case for the purposes of FEES 3 Annex 1 part 1, and (ii) only involves a simple change of legal status as set out in FEES 3 Annex 1 part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 1 part 11 1 |
On or before the application is made |
(b) Any Treaty firm that wishes to exercise a Treaty right to qualify for authorisation under Schedule 4 to the Act (Treaty rights) in respect of regulated activities for which it does not have an EEA right, except for a firm providing cross border services only4 |
(1) Where no certificate has been issued under paragraph 3(4) of Schedule 4 to the Act the fee payable is, in respect of a particular exercise, set out in FEES 3 Annex 1, part 4 (2) Where a certificate in (i) has been issued no fee is payable |
On or before the notice of exercise is given |
(c) Any applicant for a certificate under article 54 of the Regulated Activities Order |
2,000 |
On or before the application is made |
(d) Applicants for an authorisation order for, or recognition of, a collective investment scheme |
FEES 3 Annex 2, part 1 |
On or before the application is made |
(f) Any person seeking an order under section 326(1) of the Act to become a designated professional body. |
10,000 |
30 days after the order is granted |
(g) Any applicant for recognition as a UK recognised body:17 (i) under section 287 or section 288of the Act; or17 (ii) under regulation 2(1) of the RAP regulations17 |
FEES 3 Annex 3, part 1 |
On or before the date the application is made |
(h) Any applicant for recognition as an overseas recognised body under section 287 or section 288 and section 292 of the Act |
FEES 3 Annex 3, part 2 |
On or before the date the application is made |
(i) An applicant for listing (under the listing rules) |
FEES 3 Annex 4, part 1 |
On or before the date the application is made |
(j) Applicant for approval as sponsor (under the listing rules) |
FEES 3 Annex 4, part 2 |
On or before the date the application is made |
(k) Issuers of tranches from debt issuance programmes and securitised derivative tranches |
FEES 3 Annex 4, part 1 |
An upfront fee is required per tranche for draw downs in the following 12 months |
(l) Under the listing rules, an issuer involved in specific events or transactions during the year where documentation is subject to a transaction vetting |
FEES 3 Annex 5, part 1, unless the transaction would come within the definition of significant transaction under category (v) or super transaction under category 7(q) in this table, in which case the fee payable under that category.2 |
On or before the date that relevant documentation is first submitted to the FSA |
(m) Under the prospectus rules, an issuer or person requesting approval or vetting of the documents arising in relation to specific events or transactions that it might be involved in during the year |
FEES 3 Annex 5, part 2, unless the transaction would come within the definition of significant transaction under category (v) or super transaction under category 7(q) in this table, in which case the fee payable under that category.2 |
On or before the date that relevant documentation is first submitted to the FSA |
(n) Applicants to be added to the list of designated investment exchanges |
50,000 |
On or before the date the application is made |
(i) a firm applying to the FSA for permission to use one of the advanced prudential calculation approaches listed in FEES 3 Annex 6 R (or guidance on its availability), including any future proposed amendments to those approaches or (in the case of any application being made for such permission to the FSA as EEA consolidated supervisor under the ) any firm making such an application ;5 or (ii) in the case of an application to 5a Home State regulator other than the FSA5for the use of the Internal Ratings Based approach and the Home State regulator requesting the FSA's assistance in accordance with the Capital Requirements Regulations 2006 , any firm to which the FSA would have to apply any decision to permit the use of that approach.5 112555 |
(1) Unless5 (2) applies, FEES 3 Annex 6.5 (2) (a) Unless5 (b) applies a1firm submitting a second application for the permission or5guidance described in column (1) within 12 months of the first application (where the fee was paid in accordance with (1)) must pay 50% of the fee applicable to it under FEES 3 Annex 6, but only in respect of that second application (b) No fee is payable by a firm in relation to a successful application for a permission5 based on a minded to grant decision in respect of the same matter following a complete application for guidance in accordance with prescribed submission requirements.1 (c) No fee is payable where the Home State regulator has requested the assistance of the FSAas described in paragraph (o)(ii) of column 1 except in the cases specified in 5FEES 3 Annex 6.2 5251255555 |
Where the firm has made an application directly to the FSA, on or before the date the application is made, otherwise within 30 days after the FSA notifies the firm that its EEA parent's Home State regulator has requested the FSA's assistance.2 2 |
(p) A firm applying for a variation of its Part IV permission |
(1) Unless (2) or (3)11 applies, if the proposed new1 business of the firm would1 fall within one or more activity groups specified in Part 1 of FEES 4 Annex 1 not applicable before the application1, the fee is 50% of the highest of the tariffs set out in which apply to that application. (2) If the only change is that the1 A.12 activity group tariff applied to the firm's business before the variation and the A.13 activity group will apply after variation, no fee is payable (3) If the firm is in the A.1 fee-block at the date of the application and the variation involves adding any of the regulated activities of meeting of repayment claims or managing dormant account funds (including the investment of such funds), the fee is 50% of the fee in FEES 3 Annex 1 R that applies to that application11 (4) 11 In all other cases, other than applications by credit unions, the fee payable is 250, unless the variation involves only the reduction (and no other increases) in the scope of a Part IV permission in which case no fee is payable.1 1111 |
On or before the date the application is made |
2(q) A super7transaction, being one where: (i) the issuer has a market capitalisation in excess of 1.5 billion and it is a new applicant for a premium listing1379 under the listing rules, or involved in a reverse or hostile takeover or a significant restructuring; or (ii) the issuer has a market capitalisation in excess of 5 billion and is involved in a class 1 transaction,7 a transaction requiring vetting of an equity prospectus or equivalent document or a transaction requiring vetting of a prospectus in relation to a Depositary Receipt.7 7137977 |
50,000 |
On or before the date that the relevant documentation is first submitted to the FSA.3 33 |
2(r) Providers of reporting or trade matching systems applying for recognition under MiFID as an Approved Reporting Mechanism. |
100,0006 6 |
Having received its application, within 30 days after the FSA has notified the applicant that it is to commence testing of the applicants systems.6 56 |
5(s) In the case of an insurance business transfer scheme, a transferor. Note - for the purpose of this paragraph an insurance business transfer scheme consists of a single transferor and a single transferee. Where however such a scheme is part of a single larger scheme, that larger scheme is treated as a single insurance business transfer scheme. If an insurance business transfer scheme includes more than one transferor in accordance with this paragraph, the transferors are liable to pay the fee under column (2) jointly. |
Either (1) or (2) as set out below: (1) In the case of an insurance business transfer scheme involving long term insurance business, 18,500; or (2) in the case of an insurance business transfer scheme not involving long term insurance business, 10,000. |
On or before any application is made to the FSA for the appointment of a person as an independent expert. |
6(t) A firm, a third party acting on a firm's behalf, an operator of a regulated market or an operator of an MTF applying to the FSA to report transaction reports directly to the FSA other than through the FSA's Transaction Reporting System (see FEES 4.2.11 R and FEES 4 Annex 3 for the fees payable for firms using the FSA's Transaction Reporting System). |
100,000 |
Having received its application, within 30 days after the FSA has notified the applicant that it is to commence testing of the applicants systems. |
7(u) Any of the following: (i) an operator of an approved reporting mechanism; (ii) a firm; (iii) a third party acting on behalf of a firm; (iv) a market operator; or (v) an MTF operator; that satisfies the following conditions: (1) it provides transaction reports directly to the FSA; and (2) having made changes to its reporting systems, it asks the FSA to support the testing of the compatibility of its systems with the FSA's systems. |
As set out in FEES 3 Annex 7. |
Within 30 days of the date of the invoice. |
(v) A significant transaction, being one where: (i) the issuer has a market capitalisation in excess of 500 million and is producing an equity prospectus, a prospectus in relation to a Depository Receipt or a document in relation to a class 1 transaction; or (ii) the issuer is producing a document for vetting in relation to a reverse takeover, a hostile takeover or a significant restructuring. A significant transaction does not include a super transaction. |
20,000 |
On or before the date that the relevant documentation is first submitted to the FSA. |
(w) A listed issuer that requests or whose representative requests the FSA to amend the Official List, or any records held by the FSA in relation to the Official List, otherwise than pursuant to an application for listing. |
FEES 3 Annex 4 part 3 |
On or before the date the request is made. |
(x) (1) is a fee payer under one or more of the categories set out in (ii); and (2) requests the FSA's approval or vetting of a document that includes a mineral expert's report. (ii) The categories are (1), (m) (q), and (v) of this table. (iii) A fee under this category is payable in addition to any fee payable under the categories set out in (ii). |
5,000 |
On or before the date the relevant documentation is first submitted to the FSA.8 |
8(y) An applicant for authorisation as an authorised payment institution under regulation 5 of the Payment Services Regulations |
The highest of the tariffs set out in FEES 3 Annex 8 which apply to that application. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 Part 6, the fee payable is 50% of the tariff that would otherwise be payable in |
On or before the date the application is made. |
(z) An application by a small payment institution for authorisation as an authorised payment institution because regulation 15 of the Payment Services Regulations applies |
The highest of the tariffs set out in FEES 3 Annex 8R which apply to that application. |
On or before the date the application is made. |
(za) An applicant for registration as a small payment institution under regulation 12 of the Payment Services Regulations |
FEES 3 Annex 8R, paragraph (1). Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 8R. |
On or before the date the application is made. |
(zb) An authorised payment institution applying to vary its authorisation under regulation 8 of the Payment Services Regulations. |
(1) If the payment services carried on by the authorised payment institution prior to the variation only fall within paragraph (f) or (g) or (h) of Part 1 of Schedule 1 to the Payment Services Regulations and any of the payment services in paragraphs (a) to (e) of that Schedule will apply after variation, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 8R which apply to that application. (2) Where the authorised payment institution:(i) already has authorisation to provide payment services within any one or more of paragraphs (a) to (e) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to add one or more other services in (a) to (g); or (ii) has authorisation to provide payment services in either paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to extend its authorisation to include the other paragraph ((f) or (g)); the fee payable is 250 irrespective of the number of agents it has. (3) In cases where the variation involves only the reduction (and no increases) of the types of payment services to be carried on after the variation, no fee is payable. |
On or before the date the application is made. |
(zc) A small payment institution applying to vary its registration under regulation 12 of the Payment Services Regulations |
(1) If the payment services carried on by the small payment institution prior to the variation only fall within paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and any of the payment services in paragraphs (a) to (e) of that Schedule will apply after variation, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 8Rwhich apply to that application. (2) Where the small payment institution: (i) is already registered to provide payment services within any one or more of paragraphs (a) to (e) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to add one or more other of the services in (a) to (g); or (ii) is registered to provide payment services in either paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to extend its registration to include the other paragraph ((f) or (g));the fee payable is 250 irrespective of the number of agents it has. (2) (3) In cases where the variation involves only the reduction (and no increases) of the types of payment services to be carried on after the variation, no fee is payable. |
On or before the date the application is made. |
A financial institution notifying the FSA in accordance with regulation 121(2)(a) of the Payment Services Regulations. |
50% of the highest of the tariffs set out in FEES 3Annex 8R, paragraphs (2) to (5) which apply to that application. |
On or before the date the application is made. |
(ze) Any person to which the Special Project Fee for restructuring applies under FEES 3 Annex 9.12 12 |
Special Project Fee for restructuring in accordance with FEES 3 Annex 9 . |
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(zf) An applicant for a ceding insurer's waiver. |
20,000 |
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16(zg) An applicant for authorisation as an authorised electronic money institution under regulation 5 of the Electronic Money Regulations. |
The amount set out in FEES 3 Annex 10 R. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 10 R. |
On or before the date the application is made. |
16(zh) An applicant for registration as a small electronic money institution under regulation 12 of the Electronic Money Regulations. |
The amount set out in FEES 3 Annex 10 R. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 10 R. |
On or before the date the application is made. |
16(zi) An application by a small electronic money institution for authorisation as an authorised electronic money institution14because regulation 16 of the Electronic Money Regulations applies. |
The amount set out in FEES 3 Annex 10 R. |
On or before the date the application is made. |
16(zj) An authorised electronic money institution applying to vary its authorisation under regulation 8 of the Electronic Money Regulations. |
The amount set out in FEES 3 Annex 10 R. |
On or before the date the application is made. |
16(zk) A small electronic money institution applying to vary its registration under regulation 12 of the Electronic Money Regulations. |
The amount set out in FEES 3 Annex 10 R. |
On or before the date the application is made. |
15(zl) An applicant for recognition as an accredited body. |
2,500 |
On or before the date the application is made.18 |
18(zm) An issuer applying for registration of a regulated covered bond. |
(1) Unless (2) applies, 45,000. (2) In the case of a proposed covered bond or programme where the assets in the asset pool will consist primarily of UK residential mortgages, 25,000. |
On or before the date the application is made. |
18(zn) An issuer who proposes to make a material change to the contractual terms of a regulated covered bond under RCB 3.5.4 D. |
6,500 |
On or before the date the notification under RCB 3.5.4 D is made. |
[Note:Guidance on how a firm liable to pay a fee under both rows (s) and (ze) of this table for the same transaction should expect to be treated is set out in FEES 3 Annex 11 G.]19
This table belongs to COLL 8.2.5 R
1 |
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 a qualified investor scheme; and |
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(3) |
in the case of an ICVC, whether the head office of the company is situated in England and Wales or Wales or Scotland or Northern Ireland. |
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3Property Authorised Investment Funds |
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1A |
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 that 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 in accordance with 6A 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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2 |
Constitution |
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The following statements: |
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(1) |
the scheme property of the scheme is entrusted to a depositary for safekeeping (subject to any exception permitted by the rules); |
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(2) |
if relevant, the duration of the scheme is limited and, if so, for how long; |
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(3) |
charges and expenses of the scheme may be taken out of scheme property; |
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(4) |
for an ICVC: |
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(a) |
what the maximum and minimum sizes of the scheme's capital are; and |
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(b) |
the unitholders are not liable for the debts of the company; and5 |
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5(4A) |
for an ICVC which is an umbrella, a statement that the assets of a sub-fund belong exclusively to that sub-fund and shall not be used to discharge directly or indirectly the liabilities of, or claims against, any other person or body, including the umbrella, or any other sub-fund, and shall not be available for any such purpose; |
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(5) |
for an AUT: |
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(a) |
the trust deed: |
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(i) |
is made under and governed by the law of England and Wales, or the law of Scotland or the law of Northern Ireland; |
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(ii) |
is binding on each unitholder as if he had been a party to it and that he is bound by its provisions; and |
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(iii) |
authorises and requires the trustee and the manager to do the things required or permitted of them by its terms; |
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(b) |
subject to the provisions of the trust deed and all the rules made under section 247 of the Act (Trust scheme rules): |
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(i) |
the scheme (other than sums held to the credit of the distribution account) is held by the trustee on trust for the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of individual shares in the scheme property represented by the units held by each unitholder; and |
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(ii) |
the sums standing to the credit of any distribution account are held by the trustee on trust to distribute or apply in accordance with COLL 8.5.15 R (Income); |
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(c) |
a Unitholder is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units he holds; and |
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(d) |
payments to the trustee by way of remuneration are authorised to be paid (in whole or in part) out of the scheme property. |
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3 |
Investment objectives |
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A statement of the object of the scheme, in particular the types of investments and assets in which it and each sub-fund (where applicable) may invest and that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk. |
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4 |
Units in the scheme |
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A statement of: |
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(1) |
the classes of units which the scheme may issue, indicating, for a scheme which is an umbrella, which class or classes may be issued in respect of each sub-fund; and |
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(2) |
the rights attaching to units of each class (including any provisions for the expression in two denominations of such rights). |
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5 |
Limitation on issue of and redemption of units |
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Details as to: |
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(1) |
the provisions relating to any restrictions on the right to redeem units in any class; and |
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(2) |
the circumstances in which the issue of the units of any particular class may be limited. |
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6 |
Income and distribution |
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Details of the person responsible for the calculation, transfer, allocation and distribution of income for any class of unit in issue during the accounting period. |
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3Redemption or cancellation of units on breach of law or rules |
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6A |
A statement that where any holding of units by a unitholder is (or is reasonably considered by the authorised fund manager to be) an infringement of any law, governmental regulation or rule, those units must be redeemed or cancelled. |
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7 |
Base currency |
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A statement of the base currency of the scheme. |
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8 |
Meetings |
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Details of the procedures for the convening of meetings and the procedures relating to resolutions, voting and the voting rights for unitholders. |
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9 |
Powers and duties of the authorised fund manager and depositary |
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Where relevant, details of any function to be undertaken by the authorised fund manager and depositary which the rules in COLL require to be stated in the instrument constituting the scheme. |
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10 |
Termination and suspension |
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Details of: |
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(1) |
the grounds under which the authorised fund manager may initiate a suspension of the scheme and any associated procedures; and |
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(2) |
the methodology for determining the rights of unitholders to participate in the scheme property on winding up. |
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110A |
Investment in overseas2 property through an intermediate holding vehicle1 |
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If investment in an overseas2 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles will be to enable the holding of overseas2 immovables by the scheme.1 |
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11 |
Other relevant matters |
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Details of those matters which enable the scheme, authorised fund manager or depositary to obtain any privilege or power conferred by the rules in COLL which is not otherwise provided for in the instrument constituting the scheme. |
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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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3(ba) |
whether it is a UCITS scheme or a non-UCITS retail scheme; |
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17(bb) |
a statement that unitholders are not liable for the debts of the authorised fund. |
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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 17 |
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17Umbrella ICVCs |
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2A |
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(a) |
its sub-funds are segregated portfolios of assets and, accordingly, the assets of a sub-fund belong exclusively to that sub-fund and shall not be used to discharge directly or indirectly the liabilities of, or claims against, any other person or body, including the umbrella, or any other sub-fund, and shall not be available for any such purpose; and |
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(b) |
while the provisions of the OEIC Regulations provide for segregated liability between sub-funds, the concept of segregated liability is relatively new. Accordingly, where claims are brought by local creditors in foreign courts or under foreign law contracts, it is not yet known how those foreign courts will react to regulations 11A and 11B of the OEIC Regulations. |
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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; |
||||
(e) |
the proportion of the capital property which may consist of an asset of any description; |
||||
(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; |
||||
(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); |
||||
(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; |
||||
(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; |
||||
(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; |
||||
(ka) |
where a scheme is a feeder scheme (other than a feeder UCITS),16 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; 16 |
||||
(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; |
||||
(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; |
||||
(n) |
information concerning the profile of the typical investor for whom the scheme is designed; |
||||
(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 |
||||
(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; |
||||
(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; |
||||
5(qa) |
where the authorised fund is a qualifying money market fund, short-term money market fund or money market fund, 15a statement identifying it as such a fund 15and a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund, short-term money market fund or money market fund, as appropriate;15 15 |
||||
(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; 16 |
||||
(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); and16 |
||||
16(t) |
for a UCITS scheme that is or is intended to be a master UCITS, a statement that it is not a feeder UCITS and will not hold units of a feeder UCITS. |
||||
Reporting, distributions and accounting dates |
|||||
4 |
Relevant details of the reporting, accounting and distribution information which includes: |
||||
(a) |
the accounting and distribution dates; |
||||
(b) |
procedures for: |
||||
(i) |
determining and applying income (including how any distributable income is paid); |
||||
(ii) |
unclaimed distributions; and |
||||
(iii) |
if relevant, calculating, paying and accounting for income equalisation; |
||||
(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 |
||||
(d) |
when the short report will be sent to unitholders in accordance with COLL 4.5.13 R (Provision of short report). |
||||
Characteristics of the units |
|||||
5 |
Information as to: |
||||
(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; |
||||
(b) |
where the instrument constituting the scheme provides for the issue of bearer certificates, that fact and what procedures will operate for them; |
||||
(c) |
how unitholders may exercise their voting rights and what these amount to; |
||||
(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 |
||||
(e) |
for an AUT, the fact that the nature of the right represented by units is that of a beneficial interest under a trust. |
||||
Authorised fund manager |
|||||
6 |
The following particulars of the authorised fund manager: |
||||
(a) |
its name; |
||||
(b) |
the nature of its corporate form; |
||||
(c) |
the date of its incorporation; |
||||
(d) |
the address of its registered office; |
||||
(e) |
the address of its head office, if that is different from the address of its registered office; |
||||
(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; |
||||
(g) |
if the duration of its corporate status is limited, when that status will or may cease; and |
||||
(h) |
the amount of its issued share capital and how much of it is paid up. |
||||
Directors of an ICVC, other than the ACD |
|||||
7 |
Other than for the ACD: |
||||
(a) |
the names and positions in the ICVC of any other directors (if any); and |
||||
(b) |
the manner, amount and calculation of the remuneration of such directors. |
||||
Depositary |
|||||
8 |
The following particulars of the depositary: |
||||
(a) |
its name; |
||||
(b) |
the nature of its corporate form; |
||||
(c) |
the address of its registered office; |
||||
(d) |
the address of its head office, if that is different from the address of its registered office; |
||||
(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 |
||||
(f) |
a description of its principal business activity. |
||||
Investment adviser |
|||||
9 |
If an investment adviser is retained in connection with the business of an authorised fund: |
||||
(a) |
its name; and |
||||
(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. |
||||
Auditor |
|||||
10 |
The name of the auditor of the authorised fund. |
||||
Contracts and other relationships with parties |
|||||
11 |
The following relevant details: |
||||
(a) |
for an ICVC: |
||||
(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 |
||||
(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; |
||||
(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 |
||||
(iv) |
the main terms of each contract of service between the ICVC and a director in summary form; and3 |
||||
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; |
||||
(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; |
||||
(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; |
||||
(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; |
||||
(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; |
||||
(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; |
||||
(g) |
a list of:16 16 |
||||
16(i) |
the functions which the authorised fund manager has delegated in accordance with FSArules or, for an EEA UCITS management company, in accordance with applicable Home State measures implementing article 13 of the UCITS Directive; and |
||||
16(ii) |
the person to whom such functions have been delegated; and |
||||
(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 |
||||
Register of Unitholders |
|||||
12 |
Details of: |
||||
(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 |
||||
(b) |
the registrar's name and address. |
||||
Payments out of scheme property |
|||||
13 |
In relation to each type of payment from the scheme property, details of: |
||||
(a) |
who the payment is made to; |
||||
(b) |
what the payment is for; |
||||
(c) |
the rate or amount where available; |
||||
(d) |
how it will be calculated and accrued; |
||||
(e) |
when it will be paid; and |
||||
(f) |
where a performance fee is taken, examples of its operation in plain English and the maximum it can amount to. |
||||
Allocation of payments |
|||||
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: |
||||
(a) |
that fact; |
||||
(b) |
the policy for allocation of these payments; and |
||||
(c) |
a statement that this policy may result in capital erosion or constrain capital growth. |
||||
Moveable and immovable property (ICVC only) |
|||||
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. |
||||
Valuation and pricing of scheme property |
|||||
16 |
In relation to the valuation of scheme property and pricing of units1: 1 |
||||
(a) |
either:1 1 |
||||
(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 |
||||
(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; |
||||
(b) |
details of: |
||||
(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; |
||||
(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; |
||||
(iii) |
where relevant, how the price of units of each class will be determined for dealing purposes; 1 |
||||
(iv) |
where and at what frequency the most recent prices will be published; and |
||||
(v) |
1where relevant in the case of a dual-priced authorised fund, the authorised fund manager's policy in relation to large deals; and |
||||
(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. |
||||
Dealing |
|||||
17 |
The following particulars: |
||||
(a) |
the procedures, the dealing periods and the circumstances in which the authorised fund manager will effect: |
||||
(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 |
||||
(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); |
||||
(b) |
the circumstances in which the redemption of units may be suspended; |
||||
(c) |
whether certificates will be issued in respect of registered units; |
||||
(d) |
the circumstances in which the authorised fund manager may arrange for, and the procedure for the issue or cancellation of units in specie; |
||||
(e) |
the investment exchanges (if any) on which units in the scheme are listed or dealt; |
||||
(f) |
the circumstances and conditions for issuing units in an authorised fund which limit the issue of any class of units in accordance with 13COLL 6.2.18 R13 (Limited issue); |
||||
(g) |
the circumstances and procedures for the limitation or deferral of redemptions in accordance with 13COLL 6.2.19 R13 (Limited redemption) or 13COLL 6.2.21 R13 (Deferred redemption); 12 |
||||
(h) |
in a prospectus available during the period of any initial offer: |
||||
(i) |
the length of the initial offer period; |
||||
(ii) |
the initial price of a unit, which must be in the base currency; |
||||
(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; |
||||
(iv) |
the circumstances when the initial offer will end; |
||||
(v) |
whether units will be sold or issued in any other currency; and12 |
||||
(vi) |
any other relevant details of the initial offer12; and12 |
||||
(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 |
||||
Dilution |
|||||
18 |
In the case of a single-priced authorised fund, details1 of what is meant by dilution including: |
||||
(a) |
a statement explaining: |
||||
(i) |
that it is not possible to predict accurately whether dilution is likely to occur; and |
||||
(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 |
||||
(b) |
if the authorised fund manager may require a dilution levy or make a dilution adjustment, a statement of: |
||||
(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; |
||||
(ii) |
the estimated rate or amount of any dilution levy or dilution adjustment based either on historical data or future projections; and |
||||
(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. |
||||
SDRT provision |
|||||
19 |
An explanation of: |
||||
(a) |
what is meant by stamp duty reserve tax, SDRT provision and large deals; and |
||||
(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). |
||||
Forward and historic pricing |
|||||
20 |
The authorised fund manager's normal basis of pricing under COLL 6.3.9 (Forward and historic pricing). |
||||
Preliminary charge |
|||||
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. |
||||
Redemption charge |
|||||
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: |
||||
(a) |
the current amount of that charge or if it is variable, the rate or method of calculating it; |
||||
(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 |
||||
(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. |
||||
9Property Authorised Investment Funds |
|||||
922A |
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 that10% 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. |
||||
14Funds of alternative investment funds |
|||||
1422B |
For a non-UCITS retail scheme operating as a FAIF, a statement that it is a fund of alternative investment funds. |
||||
General information |
|||||
23 |
Details of: |
||||
(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; |
||||
(b) |
the manner in which any notice or document will be served on unitholders; |
||||
(c) |
the extent to which and the circumstances in which: |
||||
(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 |
||||
(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 |
||||
(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 |
||||
3(e) |
for an ICVC, whether or not annual general meetings will be held. |
||||
Information on the umbrella |
|||||
24 |
In the case of a scheme which is an umbrella with two or more sub-funds11, the following information: |
||||
(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); |
||||
(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; |
||||
(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; |
||||
(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; |
||||
(e) |
what charges, if any, may be made on exchanging units in one sub-fund for units in any other sub-fund; and11 |
||||
(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 |
||||
(g) |
[deleted]11 11 |
||||
Application of the prospectus contents to an umbrella |
|||||
25 |
For a scheme which is an umbrella, information required must be stated: |
||||
(a) |
in relation to each sub-fund where the information for any sub-fund differs from that for any other; and |
||||
(b) |
for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole.16 |
||||
16Information on a feeder UCITS |
|||||
1625A |
In the case of a feeder UCITS, the following information: |
||||
(a) |
a declaration that the feeder UCITS is a feeder of a particular master UCITS and as such permanently invests at least 85% in value of the scheme property in units of that master UCITS; |
||||
(b) |
the investment objective and policy, including the risk profile; and whether the performance records of the feeder UCITS and the master UCITS are identical, or to what extent and for which reasons they differ, including a description of how the balance of the scheme property which is not invested in units of the master UCITS is invested in accordance with COLL 5.8.3 R (Balance of scheme property: investment restrictions on a feeder UCITS); |
||||
(c) |
a brief description of the master UCITS, its organisation, its investment objective and policy, including the risk profile, and an indication of how the prospectus of the master UCITS may be obtained; |
||||
(d) |
a summary of the master-feeder agreement or where applicable, the internal conduct of business rules referred to in COLL 11.3.2 R (2) (Master-feeder agreement and internal conduct of business rules); |
||||
(e) |
how the unitholders may obtain further information on the master UCITS and the master-feeder agreement; |
||||
(f) |
a description of all remuneration or reimbursement of costs payable by the feeder UCITS by virtue of its investment in units of the master UCITS, as well as the aggregate charges of the feeder UCITS and the master UCITS; and |
||||
(g) |
a description of the tax implications of the investment into the master UCITS for the feeder UCITS. |
||||
[Note: article 63(1) of the UCITS Directive] |
|||||
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 |
||||
(iv) |
of the termination of the authorised fund or the revocation of its authorisation. |
||||
7Investment in overseas8 property through an intermediate holding vehicle |
|||||
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. |
||||
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; |
||||
(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 |
||||
(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. |
||||