COLL New Collective Investment Schemes

Part

COLL New Collective Investment Schemes

Printed on: 14/10/2024

Rulebook at: 01/07/2005

Chapters

COLL 1 Introduction
COLL 2 Authorised fund applications
COLL 3 Constitution
COLL 4 Investor Relations
COLL 5 Investment and borrowing powers
COLL 6 Operating duties and responsibilities
COLL 7 Suspension of dealings and termination of authorised funds
COLL 8 Qualified investor schemes
COLL 9 Recognised schemes
COLL 10 Fees
Transitional Provisions and Schedules

COLL 1

Introduction

COLL 1.1

Applications and purpose

01/12/2004

Application

COLL 1.1.1

(1) This sourcebook, except for COLL 9 (Recognised schemes), applies to:

(a) investment companies with variable capital (ICVCs);

(b) ACDs, other directors and depositaries of ICVCs; and

(2) COLL 9 applies to operators of schemes that are recognised schemes and to those seeking to secure recognised status for such schemes.

01/04/2004

Purpose

COLL 1.1.2

(1) The general purpose of this sourcebook is to contribute to the FSA meeting its regulatory objective of the protection of consumers. It provides a regime of product regulation for authorised funds, which sets appropriate standards of protection for investors by specifying a number of features of those products and how they are to be operated.

(2) In addition, this sourcebook implements part of the requirements of the UCITS Directive to meet community obligations relevant to authorised funds, with other requirements implemented in other parts of the Handbook.

01/04/2004

The Collective Investment Schemes Information Guide

COLL 1.1.3

The Collective Investment Schemes Information Guide COLLG provides some general background material on the regulatory structure surrounding scheme regulation in the UK.

01/04/2004

COLL 1.2

Types of authorised fund

01/12/2004

Types of authorised fund

COLL 1.2.1

An application for an authorisation order must propose that the scheme be one of the following types:

(1) a UCITS scheme;

(2) a non-UCITS retail scheme; or

(3) a qualified investor scheme.

01/04/2004

Types of authorised fund - explanation

COLL 1.2.2

(1) UCITS schemes have to comply with the conditions necessary in order to enjoy the rights available under the UCITS Directive. Such schemes must in particular comply with:

(a) COLL 3.2.8 R (UCITS obligations); and

(b) the investment and borrowing powers rules for UCITS schemes set out in COLL 5.2 to COLL 5.5.

(2) Non-UCITS retail schemes are schemes that do not comply with all the conditions set out in the UCITS Directive. Such schemes could become UCITS schemes provided they are changed, so as to comply with the conditions set out in the UCITS Directive.

(3) Qualified investor schemes may only be promoted to professional investors on the same terms as unregulated collective investment schemes. Such schemes could change to become non-UCITS retail schemes or UCITS schemes.

(4) The changes referred to in (2) and (3) require approval by the FSA and further information on that process is provided in COLLG 3.1.5 G (Notification of changes to unit trusts (section 251)) and COLLG 4.1.3 G (Notification of changes to ICVCs (Regulation 21)).

01/04/2004

COLL 2

Authorised fund applications

COLL 2.1

Authorised fund applications

01/12/2004

Application

COLL 2.1.1

This chapter applies to any person seeking to arrange for the authorisation of a scheme.

01/04/2004

Purpose

COLL 2.1.2

This chapter helps in achieving the regulatory objective of protecting consumers by ensuring that any application for authorisation of a fund meets certain standards.

01/04/2004

Explanation

COLL 2.1.3

(1) This chapter sets out the requirements that a person must follow in applying for an authorisation order for a scheme under regulation 12 of the OEIC Regulations (Applications for authorisation) or section 242 of the Act (Applications for authorisation of unit trust schemes) .

(2) COLLG 3 (The FSA's responsibilities under the Act) and COLLG 4 (The FSA's responsibilities under the OEIC Regulations) provide more information on what the Act and the OEIC Regulations require in relation to ongoing notifications to the FSA .

01/04/2004

Specific requirements on application

COLL 2.1.4

An application for an authorisation order in respect of an authorised fund must be:

(1) in writing in the manner directed and contain the information required in the application form available from the FSA ;

(2) addressed for the attention of a member of FSA staff responsible for collective investment scheme authorisation matters; and

(3) delivered to the FSA's address by one of the following methods:

(a) posting; or

(b) leaving it at the FSA's address and obtaining a time-stamped receipt; or

01/04/2004

COLL 3

Constitution

COLL 3.1

Introduction

01/12/2004

Application

COLL 3.1.1

This chapter applies to:

(1) an authorised fund manager of an AUT or an ICVC;

(2) any other director of an ICVC;

(3) a depositary of an AUT or an ICVC; and

(4) an ICVC,

where the AUT or ICVC is a UCITS scheme or a non-UCITS retail scheme.

01/04/2004

Purpose

COLL 3.1.2

This chapter assists in achieving the regulatory objective of protecting consumers. In particular:

(1) COLL 3.2 (The instrument constituting the scheme) contains requirements about provisions which must be included in the instrument constituting the scheme to give a similar degree of protection for investors in an ICVC or in an AUT; and

(2) COLL 3.3 (Units) provides rules and guidance which deal with the classes of units to ensure that investors in each class are treated equally.

01/04/2004

COLL 3.2

The instrument constituting the scheme

01/12/2004

Application

COLL 3.2.1

This section applies to:

(1) an authorised fund manager of an AUT or ICVC;

(2) any other director of an ICVC;

(3) a depositary of an AUT or an ICVC; and

(4) an ICVC,

except COLL 3.2.8 R (UCITS obligations), which applies only to an ICVC or to the manager of an AUT where the ICVC or AUT is a UCITS scheme.

01/04/2004

Relationship between the instrument constituting the scheme and the rulesRelationship between the instrument constituting the fund and the rules

COLL 3.2.2

(1) The instrument constituting the scheme must not contain any provision that:

(a) conflicts with any rule in this sourcebook;

(b) prevents units in the scheme being marketed in the United Kingdom; or

(2) Any power conferred by the rules on the ICVC, the authorised fund manager, any other director of the ICVC, or the depositary, whether in a sole or joint capacity, is subject to any restriction in the instrument constituting the scheme.

01/04/2004

The trust deed for AUTs

COLL 3.2.3

An AUT must be constituted by a trust deed made between the manager and the trustee.

01/04/2004

Matters which must be included in the instrument constituting the scheme

COLL 3.2.4

The statements and provisions required by COLL 3.2.6 R (Table: contents of the instrument constituting the scheme) must be included in the instrument constituting the scheme, where appropriate.

01/04/2004

The instrument constituting the scheme: OEIC Regulations and trust law requirements

COLL 3.2.5

(1) Several of the matters set out in COLL 3.2.6 R are required to be included in the instrument constituting the scheme under the OEIC Regulations or as a consequence of relevant trust law. In addition, further statements are required if the scheme or the authorised fund manager are to take advantage of the powers under the rules in this sourcebook.

(2) Additional matters which are not contained in COLL 3.2.6 R may be required to be included in the instrument constituting the scheme in order to comply with the OEIC Regulations, (particularly Schedule 2 - Instrument of Incorporation) and for the purposes of making the scheme eligible under relevant tax, pensions, or charities legislation.

01/04/2004

Table: contents of the instrument constituting the scheme

COLL 3.2.6

This table belongs to COLL 3.2.4 R (Matters which must be included in the instrument constituting the scheme)

Name of scheme

A statement of:

(1)

the name of the authorised fund; and

(2)

whether the authorised fund is a UCITS scheme or a non-UCITS retail scheme.

Investment powers in eligible markets

A statement that, subject to any restriction in the rules in this sourcebook or the instrument constituting the scheme , the scheme has the power to invest in any eligible securities market or deal on any eligible derivatives market to the extent that power to do so is conferred by COLL 5 (Investment and borrowing powers).

Unitholder's liability to pay

A provision that 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 which he holds.

Base currency

A statement of the base currency of the scheme.

Valuation and pricing

A statement setting out the basis for the valuation and pricing of the scheme.

Duration of the scheme

If the scheme is to be wound up after a particular period expires, a statement to that effect.

Object of the scheme

A statement:

(1)

as to 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

(2)

that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk and giving unitholders the benefits of the results of the management of that property.

Government and public securities: investment in one issuer

Where relevant, for a UCITS scheme, a statement in accordance with COLL 5.2.12 R (Spread: government and public securities) as to the individual states or bodies in which over 35% of the value of the scheme may be invested in government and public securities.

Classes of unit

A statement:

(1)

specifying the classes of unit that may be issued, and for a scheme which is an umbrella, the classes that may be issued in respect of each sub-fund; and

(2)

if the rights of any class of unit differ, a statement describing those differences in relation to the differing classes.

Authorised fund manager's charges and expenses

A statement setting out the basis on which the authorised fund manager may make a charge and recover expenses out of the scheme property.

Issue or cancellation directly through the ICVC or trustee

Where relevant, a statement authorising the issue or cancellation of units to take place through the ICVC or trustee directly.

In specie issue and cancellation

Where relevant, a statement authorising payment for the issue or cancellation of units to be made by the transfer of assets other than cash.

Restrictions on sale and redemption

Where relevant, the restrictions which will apply in relation to the sale and redemption of units under COLL 6.2.16 R (Sale and redemption).

Voting at meetings

The manner in which votes may be given at a meeting of unitholders under COLL 4.4.8 R (Voting rights).

Certificates

A statement:

(1)

authorising the issue of bearer certificates if any, and how such holders are to identify themselves; and

(2)

authorising the person responsible for the register to charge for issuing any document recording, or for amending, an entry on the register, other than on the issue or sale of units.

Income

A statement setting out the basis for the distribution or re-investment of income.

Income equalisation

Where relevant, a provision for income equalisation.

Redemption or cancellation of units on breach of law or rules

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.

ICVCs: larger and smaller denomination shares

A statement of the proportion of a larger denomination share represented by a smaller denomination share for any relevant unit class.

ICVCs: resolution to remove a director

A statement that the ICVC may (without prejudice to the requirements of regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company), by a resolution passed by a simple majority of the votes validly cast for and against the resolution at a general meeting of unitholders, remove a director before his period of office expires, despite anything else in the ICVC's instrument of incorporation or in any agreement between the ICVC and that director.

ICVCs: unit transfers

A statement that the person designated for the purposes of paragraph 4 of Schedule 4 to the OEIC Regulations (Share transfers) or for an ICVC established in Northern Ireland, paragraph 3 of Schedule 4 to the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (SR 2004/335) is the person who, for the time being, is the ACD of the ICVC.

ICVCs: Charges and expenses

A statement that charges or expenses of the ICVC may be taken out of the scheme property.

AUTs: governing law for a trust deed

A statement that the trust deed is made under and governed by the law of England and Wales, Wales or Scotland or Northern Ireland.

AUTs: trust deed to be binding and authoritative

A statement that the trust deed:

(1)

is binding on each unitholder as if it had been a party to it and that it is bound by its provisions; and

(2)

authorises and requires the trustee and the manager to do the things required or permitted of them by its terms.

AUTs: declaration of trust

A declaration that, subject to the provisions of the trust deed and all rules made under section 247 of the Act (Trust scheme rules) and for the time being in force:

(1)

the scheme property (other than sums standing 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 undivided shares in the scheme property represented by the units held by each unitholder; and

(2)

the sums standing to the credit of the distribution account are held by the trustee on trust to distribute or apply them in accordance with COLL 6.8 (Income: accounting, allocation and distribution).

AUTs: trustee's remuneration

Where relevant, a statement authorising payments to the trustee by way of remuneration for its services to be paid (in whole or in part) out of the scheme property.

AUTs: responsibility for the register

A statement identifying the person responsible under the rules for the maintenance of the register.

01/11/2004

Umbrella scheme with only one sub-fund

COLL 3.2.7

(1) If, after the first issue of a unit in a scheme which is an umbrella, for a period of 24 consecutive months, units of less than two sub-funds are in issue, the authorised fund manager or, for an ICVC, its other directors must take such action as is necessary to reflect the fact that the scheme is no longer an umbrella or cause units of more than one sub-fund to be in issue.

(2) If (1) applies or is reasonably expected to become applicable by the authorised fund manager or, for an ICVC, its other directors, the authorised fund manager or, for an ICVC, its other directors, the authorised fund manager or its other directors must notify the unitholders and the FSA of any action to comply with (1).

(3) Paragraph (1) does not apply if before the expiry of the 24 month period, winding up of the scheme has commenced.

01/04/2004

UCITS obligations

COLL 3.2.8

(1) The instrument constituting a UCITS scheme may not be amended in such a way that it ceases to be a UCITS scheme.

(2) If it is proposed to market units of a UCITS scheme in any EEA State other than the United Kingdom, the authorised fund manager of that scheme must notify the FSA of its proposal, specifying the EEA State concerned.

(3) The ICVC or the manager must make the notification in (2) no later than the notification to the authorities in that EEA State of that proposal.

01/04/2004

COLL 3.3

Units

01/12/2004

Application

COLL 3.3.1

This section applies to an authorised fund manager, an ICVC and the trustee of an AUT.

01/04/2004

Classes of units

COLL 3.3.2

(1) The instrument constituting the scheme may provide for different classes of unit to be issued in an authorised fund and, for a scheme which is an umbrella, provide that classes of units may be issued for each sub-fund.

(2) In order to be satisfied that COLL 3.2.2 R (Relationship between the instrument constituting the scheme and the rules) is complied with, the FSA will take into account the principles in (a) to (c) when considering proposals for unit classes:

(a) a unit class should not provide any advantage for that class if that would result in prejudice to unitholders of any other class;

(b) the nature, operation and effect of the new unit class should be capable of being explained clearly to prospective investors in the prospectus; and

01/04/2004

Currency class units

COLL 3.3.3

A currency class unit differs from other units mainly in that its price, having been calculated initially in the base currency, will be quoted, and normally paid for, in the currency of the designation of the class. Income distributions will also be paid in the currency of designation of the class.

01/04/2004

Currency class units: requirements

COLL 3.3.4

For a currency class unit:

(1) the currency of the class concerned must not be the base currency (or, in the case of a sub-fund which, in accordance with a statement in the prospectus, is to be valued in some other currency, the currency of the class may be in the base currency, but must not be in that other currency);

(2) the price must be expressed in the currency of the class concerned;

(3) any distribution must be paid in the currency of the class concerned; and

(4) statements of amounts of money or values included in statements and in tax certificates must be given in the currency of the class concerned (whether or not also given in the base currency).

01/04/2004

Rights of unit classes

COLL 3.3.5

(1) If any class of units in an authorised fund has different rights from another class of units in that fund, the instrument constituting the scheme must provide how the proportion of the value of the scheme property and the proportion of income available for allocation attributable to each such class must be calculated.

(2) For an authorised fund which is not an umbrella, the instrument constituting the scheme must not provide for any class of units in respect of which:

(a) the extent of the rights to participate in the capital property, income property or distribution account would be determined differently from the extent of the corresponding rights for any other class of units; or

(b) payments or accumulation of income or capital would differ in source or form from those of any other class of units.

(3) For a scheme which is an umbrella, the provisions in (2)(a) apply to classes of units in respect of each sub-fund as if each sub-fund were a separate scheme.

(4) Paragraphs (2) and (3) do not prohibit a difference between the rights attached to one class of units and to another class of units that relates solely to:

(a) the accumulation of income by way of periodical credit to capital rather than distribution; or

(b) charges and expenses that may be taken out of the scheme property or payable by the unitholders; or

01/04/2004

Requirement: larger and smaller denomination shares in an ICVC

COLL 3.3.6

(1) This rule applies whenever the instrument of incorporation of an ICVC provides, in relation to any class, for smaller denomination shares and larger denomination shares.

(2) Whenever a registered holding includes a number of smaller denomination shares that can be consolidated into a larger denomination share of the same class, the ACD must consolidate the relevant number of those smaller denomination shares into a larger denomination share.

(3) The ACD may, to effect a transaction in shares, substitute for a larger denomination share the relevant number of smaller denomination shares, in which case (2) does not apply to the resulting smaller denomination shareholding or holdings until immediately after the completion of the transaction.

01/04/2004

Characteristics of larger and smaller denomination shares in an ICVC

COLL 3.3.7

Regulation 45 of the OEIC Regulations (Shares) allows the rights attached to a share in an ICVC of any class to be expressed in two denominations, in which case the 'smaller' denomination must be such proportion of the 'larger' denomination (a standard share) as is fixed by the ICVC's instrument of incorporation as described in COLL 3.2.6R (19). This will enable holdings to consist of more or less than a complete number of larger denomination shares.

01/04/2004

Sub-division and consolidation of units

COLL 3.3.8

(1) The directors of an ICVC or the manager of an AUT may, unless expressly forbidden to do so by the instrument constituting the scheme, determine that:

(a) each unit of any class is to be subdivided into two or more units; or

(b) units of any class are to be consolidated.

(2) The ICVC or the manager must (unless it has done so before the sub-division or consolidation became effective) immediately give notice to each unitholder (or the first named of joint unitholders) of any sub-division or consolidation under (1).

01/04/2004

Guarantees and capital protection

COLL 3.3.9

If there is any arrangement intended to result in a particular capital or income return from a holding of units in an authorised fund, or any investment objective of giving protection to the capital value of, or income return from, such a holding:

(1) that arrangement or protection must not be such as to cause the possibility of a conflict of interest as between:

(a) unitholders and the authorised fund manager or depositary; or

(b) unitholders intended and not intended to benefit from the arrangement; and

(2) where, in accordance with any statement required by COLL 4.2.5R (27)(c)(iv) (Table: contents of the prospectus), action is required by the unitholders to obtain the benefit of any guarantee, the authorised fund manager must provide reasonable notice in writing to unitholders before such action is required.

01/04/2004

Switching rights: umbrella schemes

COLL 3.3.10

(1) In accordance with section 235(4) of the Act (Collective investment schemes), the participants in a scheme which is an umbrella are entitled to exchange rights in one sub-fund for rights in another sub-fund of the umbrella.

(2) To satisfy (1), where any sub-fund in a scheme which is an umbrella has provisions in its prospectus limiting the issue of units in that sub-fund, the authorised fund manager should ensure that at least two sub-funds are able to issue units at any time.

01/04/2004

COLL 4

Investor Relations

COLL 4.1

Introduction

01/12/2004

Application

COLL 4.1.1

This chapter applies to:

(1) an authorised fund manager of an AUT or an ICVC;

(2) any other director of an ICVC;

(3) a depositary of an AUT or an ICVC; and

(4) an ICVC,

where such AUT or ICVC is a UCITS scheme or a non-UCITS retail scheme.

01/04/2004

Purpose

COLL 4.1.2

This chapter helps in achieving the regulatory objective of protecting consumers by ensuring consumers have access to up-to-date detailed information about an authorised fund particularly before buying units and thereafter an appropriate level of investor involvement exists by providing a framework for them to:

(1) participate in the decisions on key issues concerning the authorised fund; and

(2) be sent regular and relevant information about the authorised fund.

01/04/2004

COLL 4.2

Pre-sale notifications

01/12/2004

Application

COLL 4.2.1

This section applies to an authorised fund manager, an ICVC and any other director of an ICVC

01/04/2004

Publishing the prospectus

COLL 4.2.2

(1) A prospectus must be drawn up in English and published as a document by the authorised fund manager and, for an ICVC, it must be approved by the directors.

(2) The authorised fund manager must ensure that the prospectus:

(a) contains the information required by COLL 4.2.5 R (Table: contents of the prospectus);

(b) does not contain any provision which is unfairly prejudicial to the interests of unitholders generally or to the unitholders of any class of units;

(d) is kept up-to-date and that revisions are made to it, whenever appropriate.

01/04/2004

Availability of prospectus and long report

COLL 4.2.3

(1) An ICVC or the manager of an AUT must:

(a) supply a copy of the scheme's most recent prospectus drawn up and published in accordance with COLL 4.2.2 R (Publishing the prospectus) free of charge to any person on request; and

(b) file a copy of the scheme's original prospectus, together with all revisions thereto, with the FSA .

(2) An ICVC or the manager of an AUT which in either case is a UCITS scheme intending to market units in the territory of another EEA State must:

(a) ensure that the following documents are drawn up in the, or one of the, official languages of the EEA State or a language approved by the Host State regulator:

(i) the prospectus;

(ii) the instrument constituting the scheme; and

(iii) the latest annual and half-yearly long reports of the scheme;

(b) supply copies of the most recent version of the documents in (a) to any purchaser of units free of charge on request, and

(c) file copies of the most recent version of the documents in (a) with the competent authority of each such Host State, provided in the language, or one of the, languages of that State or a language approved by the competent authority of that State.

(3) An authorised fund manager must, upon the request of a unitholder in a UCITS scheme that it manages, provide information supplementary to the prospectus of that scheme relating to:

(a) the quantitative limits applying to the risk management of that scheme;

(b) the methods used in relation to (a); and

01/04/2004

False or misleading prospectus

COLL 4.2.4

(1) The authorised fund manager:

(a) must ensure that the prospectus of the authorised fund does not contain any untrue or misleading statement or omit any matter required by the rules in this sourcebook to be included in it; and

(b) is liable to pay compensation to any person who has acquired any units in the authorised fund and suffered loss in respect of them as a result of such statement or omission; this is in addition to any liability incurred apart from under this rule.

(2) The authorised fund manager is not in breach of (1)(a) and is not liable to pay compensation under (1)(b) if, at the time when the prospectus was made available to the public, it had taken reasonable care to determine that the statement was true and not misleading, or that the omission was appropriate, and that:

(a) it continued to take such reasonable care until the time of the relevant acquisition of units in the scheme; or

(b) the acquisition took place before it was reasonably practicable to bring a correction to the attention of potential purchasers; or

(c) it had already taken all reasonable steps to ensure that a correction was brought to the attention of potential purchasers; or

(d) the person who acquired the units was not materially influenced or affected by that statement or omission in making the decision to invest.

(3) The authorised fund manager is also not in breach of (1)(a) and is not liable to pay compensation under (1)(b) if:

(a) before the acquisition a correction had been published in a manner calculated to bring it to the attention of persons likely to acquire the units in question; or

(b) it took all reasonable steps to secure such publication and had reasonable grounds to conclude that publication had taken place before the units were acquired.

(4) The authorised fund manager is not liable to pay compensation under (1)(b) if the person who acquired the units knew at the time of the acquisition that the statement was untrue or misleading or knew of the omission.

(5) For the purposes of this rule a revised prospectus will be treated as a different prospectus from the original one.

(6) References in this rule to the acquisition of units include references to contracting to acquire them.

01/04/2004

Table: contents of the prospectus

COLL 4.2.5

This table belongs to COLL 4.2.2 R (Publishing the prospectus).

Document status

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).

Authorised fund

A description of the authorised fund including:

(a)

its name;

(b)

whether it is an ICVC or an AUT and that:

(i)

unitholders are not liable for the debts of the authorised fund;

(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;

(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;

(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;

(e)

its base currency;

(f)

for an ICVC, the maximum and minimum sizes of its capital; and

(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

Investment objectives and policy

The following particulars of the investment objectives and policy of the authorised fund:

(a)

the investment objectives, including its financial objectives;

(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;

(c)

an indication of any limitations on that investment policy;

(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;

(j)

the policy in relation to the exercise of borrowing powers by the authorised fund;

(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;

(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 hedging 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 COB 3.8.11 R (Specific non-real time financial promotions: past performance);

(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;

(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

(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).

Reporting, distributions and accounting dates

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

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

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

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

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

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

The name of the auditor of the authorised fund.

Contracts and other relationships with parties

The following relevant details:

(a)

for an ICVC:

(i)

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 remuneration, termination, compensation on termination and indemnity;

(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; and

(iv)

the main terms of each contract of service between the ICVC and a director in summary form;

(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)

what functions (if any) the authorised fund manager has delegated and to whom; and

(h)

in what capacity (if any), the authorised fund manager acts in relation to any other collective investment schemes and the name of such schemes.

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

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

If, in accordance with COLL 6.2.19 (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)

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

In relation to the valuation and pricing of scheme property:

(a)

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;

(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; and

(iv)

where and at what frequency the most recent prices will be published; 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

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 COLL 6.2.21 (Limited issue);

(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); and

(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; and

(vi)

any other relevant details of the initial offer.

Dilution

Details 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

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

The authorised fund manager's normal basis of pricing under COLL 6.3.7 (Forward and historic pricing).

Preliminary charge

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

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.

General information

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; and

(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.

Information on the umbrella

In the case of a scheme which is an umbrella, 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;

(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; and

(g)

if there are units for less than two sub-funds in issue, the effect of COLL 3.2.7 R (Umbrella scheme with only one sub-fund).

Application of the prospectus contents to an umbrella

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.

Marketing in another EEA state

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)

for making public the price of units of each class; and

(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.

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 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.

01/04/2004

Guidance on contents of the prospectus

COLL 4.2.6

(1) In relation to COLL 4.2.5R (3)(b) the prospectus might include:

(a) a description of the extent (if any) to which that policy does not envisage the authorised fund remaining fully invested at all times;

(b) for a non-UCITS retail scheme which may invest in immovable property:

(i) the maximum extent to which the scheme property may be invested in immovables; and

(ii) a statement of the policy of the authorised fund manager in relation to insurance and immovables forming part of the scheme property; and

(c) a description of any restrictions in the assets in which investment may be made, including restrictions in the extent to which the authorised fund may invest in any category of asset, indicating (if appropriate) where the restrictions are more onerous than those imposed by COLL 5 (Investment and borrowing powers).

(2) In relation to COLL 4.2.5R (13), the type of payments are likely to include management fees (such as periodic and performance fees), depositary fees, custodian fees, transaction fees, registrar fees, audit fees and FSA fees. Expenses which represent properly incurred costs of the scheme may also be treated as a type of payment for this purpose.

(3) In relation to COLL 4.2.5R (27), the prospectus might include a prominent statement of non-accountability referred to in COLL 6.7.16 G (Exemptions from liability to account for profits).

01/04/2004

COLL 4.3

Approvals and notifications

01/12/2004

Application

COLL 4.3.1

This section applies to an authorised fund manager.

01/04/2004

Explanation

COLL 4.3.2

(1) The diagram in COLL 4.3.3 G explains how an authorised fund manager should treat changes it is proposing to a scheme and provides an overview of the rules and guidance in this section.

(2) Regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company) and section 251 of the Act (Alteration of schemes and changes of manager or trustee) require the prior approval of the FSA for certain proposed changes to an authorised fund, including a change of the authorised fund manager or depositary or a change to the instrument constituting the scheme . This should be kept in mind when considering any proposed change.

01/04/2004

Diagram: Change event

COLL 4.3.3

This diagram belongs to COLL 4.3.2 G.

01/04/2004

Fundamental change requiring prior approval by meeting

COLL 4.3.4

(1) The authorised fund manager, must, by way of an extraordinary resolution, obtain prior approval from the unitholders for any proposed change to the scheme which, in accordance with (2), is a fundamental change.

(2) A fundamental change is a change or event which:

(a) changes the purposes or nature of the scheme; or

(b) may materially prejudice a unitholder; or

(d) introduces any new type of payment out of scheme property.

01/04/2004

Guidance on fundamental changes

COLL 4.3.5

(1) Any change may be fundamental depending on its degree of materiality and effect on the scheme and its unitholders. Consequently an authorised fund manager will need to determine whether in each case a particular change is fundamental in nature or not.

(2) For the purpose of COLL 4.3.4R (2)(a) to COLL 4.3.4R (2)(c) a fundamental change to a scheme is likely to include:

(a) any proposal for a scheme of arrangement referred to in COLL 7.6.2 R (Schemes of arrangement: requirements);

(b) a change in the investment policy to achieve capital growth from investment in one country rather than another;

(c) a change in the investment objective or policy to achieve capital growth through investment in fixed interest rather than equity investments;

(d) a change in the investment policy to allow the authorised fund to invest in derivatives as an investment strategy which increases its volatility;

(e) a change to the characteristics of a scheme to distribute income annually rather than monthly; or

(f) the introduction of limited redemption arrangements.

01/04/2004

Significant change requiring pre-event notification

COLL 4.3.6

(1) The authorised fund manager must give prior written notice to unitholders, in respect of any proposed change to the operation of a scheme that, in accordance with (2), constitutes a significant change.

(2) A significant change is a change or event which is not fundamental in accordance with COLL 4.3.4 R but which:

(a) affects a unitholder's ability to exercise his rights in relation to his investment; or

(b) would reasonably be expected to cause the unitholder to reconsider his participation in the scheme; or

(c) results in any increased payments out of the scheme property to an authorised fund manager or any other director of an ICVC or an associate of either; or

(d) materially increases other types of payment out of scheme property.

(3) The notice period in (1) must be of a reasonable length (and must not be less than 60 days).

01/04/2004

Guidance on significant changes

COLL 4.3.7

(1) Changes may be significant depending in each case on their degree of materiality and effect on the scheme and its unitholders. Consequently the authorised fund manager will need to determine whether in each case a particular change is significant in nature or not.

(2) For the purpose of COLL 4.3.6 R a significant change is likely to include:

(a) a change in the method of price publication;

(b) a change in any operational policy such as dilution policy or allocation of payments policy; or

01/04/2004

Notifiable changes

COLL 4.3.8

(1) The authorised fund manager must inform unitholders in an appropriate manner and timescale of any notifiable changes that are reasonably likely to affect, or have affected, the operation of the scheme.

(2) A notifiable change is a change or event, other than a fundamental change under COLL 4.3.4 R or a significant change under COLL 4.3.6 R, which a unitholder must be made aware of unless the authorised fund manager concludes that the change is insignificant.

01/04/2004

Guidance on notifiable changes

COLL 4.3.9

(1) The circumstances causing a notifiable change may or may not be within the control of the authorised fund manager.

(2) For the purpose of COLL 4.3.8 R (Notifiable changes) a notifiable change might include:

(a) a change of named investment manager where the authorised fund has been marketed on the basis of that individual's involvement;

(b) a significant political event which impacts on the authorised fund or its operation;

(d) the introduction of limited issue arrangements; or

(e) a change of the depositary or a change in the name of the authorised fund.

(3) The appropriate manner and timescale of notification would depend on the nature of the change or event. Consequently the authorised fund manager will need to assess each change or event individually.

(4) An appropriate manner of notification could include:

(a) sending an immediate notification to the unitholder;

(b) publishing the information on a website; or

01/04/2004

COLL 4.4

Meetings of unitholders and service of notices

01/12/2004

Application

COLL 4.4.1

This section applies to an authorised fund manager, a depositary and any other director of an ICVC.

01/04/2004

General meetings

COLL 4.4.2

(1) The authorised fund manager, the depositary or the other directors of an ICVC may convene a general meeting of unitholders at any time.

(2) The unitholders may request the convening of a general meeting by a requisition which must:

(a) state the objects of the meeting;

(b) be dated;

(c) be signed by unitholders who, at that date, are registered as the unitholders of units representing not less than one-tenth in value (or such lower proportion stated in the instrument constituting the scheme ) of all of the units then in issue; and

(d) be deposited at the head office of the ICVC or with the trustee.

(3) The authorised fund manager, the depositary or the other directors of an ICVC must on receipt of a requisition that complies with (2), immediately convene a general meeting of the authorised fund for a date no later than eight weeks after receipt of the requisition.

01/04/2004

Class meetings

COLL 4.4.3

This section applies, unless the context otherwise requires, to class meetings by reference to the units of the class concerned and the unitholders and prices of such units.

01/04/2004

Special meaning of unitholder in COLL 4.4

COLL 4.4.4

(1) Unless a unit in the authorised fund is a participating security, in this section "unitholders" means unitholders as at a cut-off date selected by the authorised fund manager which is a reasonable time before notices of the relevant meeting are sent out.

(2) If any unit in the authorised fund is a participating security, a registered unitholder of such a unit is entitled to receive a notice of a meeting or a notice of an adjourned meeting under COLL 4.4.5 R (Notice of general meetings), if entered on the register at the close of business on a day to be determined by the authorised fund manager, which must not be more than 21 days before the notices of the meeting are sent out.

(3) For the purposes of (2), in COLL 4.4.6 R (Quorum) to COLL 4.4.11 R (Chairman, adjournments and minutes) "unitholders" in relation to those units means:

(a) the persons entered on the register at a time to be determined by the authorised fund manager and stated in the notice of the meeting, which must not be more than 48 hours before the time fixed for the meeting; or

(b) in the case of bearer units, unitholders of bearer units which were in issue at the time applicable under (a).

01/04/2004

Notice of general meetings

COLL 4.4.5

(1) Where the authorised fund manager, the depositary or the other directors of an ICVC decide to convene a general meeting of unitholders:

(a) each unitholder must be given at least 14 days written notice, inclusive of the date on which the notice is first served and the day of the meeting; and

(b) the notice must specify the place, day and hour of the meeting and the terms of the resolutions to be proposed and a copy of the notice must be sent to the depositary.

(2) The accidental omission to give notice to, or the non-receipt of notice by, any unitholder does not invalidate the proceedings at any meeting.

(3) Notice of an adjourned meeting of unitholders must be given to each unitholder, stating that while two unitholders present in person or proxy are required to constitute a quorum at the adjourned meeting, this may be reduced to one in accordance with COLL 4.4.6R (3), should two such unitholders not be present after a reasonable time of convening of the meeting.

(4) Paragraph (1)(a) does not apply to the notice of an adjourned meeting.

01/04/2004

Quorum

COLL 4.4.6

(1) The quorum required to conduct business at a meeting of unitholders is two unitholders, present in person or by proxy.

(2) If after a reasonable time from the time for the start of the meeting, a quorum is not present, the meeting:

(a) if convened on the requisition of unitholders, must be dissolved; and

(b) in any other case, must stand adjourned to:

(i) a day and time which is seven or more days after the day and time of the meeting; and

(ii) a place to be appointed by the chairman.

(3) If, at an adjourned meeting under (2)(b), a quorum is not present after a reasonable time from the time for the meeting, one person entitled to be counted in a quorum present at the meeting shall constitute a quorum.

01/04/2004

Resolutions

COLL 4.4.7

(1) Except where an extraordinary resolution is specifically required or permitted, any resolution of unitholders is passed by a simple majority of the votes validly cast at a general meeting of unitholders.

(2) In the case of an equality of, or an absence of, votes cast, the chairman is entitled to a casting vote.

01/04/2004

Voting rights

COLL 4.4.8

(1) On a show of hands every unitholder who is present in person has one vote.

(2) On a poll:

(a) votes may be given either personally or by proxy or in another manner permitted by the instrument constituting the scheme;

(b) the voting rights for each unit must be the proportion of the voting rights attached to all of the units in issue that the price of the unit bears to the aggregate price or prices of all of the units in issue:

(i) if any unit is a participating security, at the time determined under COLL 4.4.4R (2) (Special meaning of unitholder in COLL 4.4);

(ii) otherwise at the date specified in COLL 4.4.4R (1); and

(3) For joint unitholders of a unit, only the vote of the first named in the register of unitholders can be taken.

(4) No director of the ICVC or the manager can be counted in the quorum of, and no such director or the manager nor any of their associates may vote at, any meeting of the authorised fund.

(5) The prohibition in (4) does not apply to any units held on behalf of, or jointly with, a person who, if himself the registered unitholder, would be entitled to vote and from whom the director, the manager or its associate have received voting instructions.

(6) For the purpose of this section, units held, or treated as held, by the authorised fund manager or any other director of the ICVC, must not, except as mentioned in (5), be regarded as being in issue.

01/04/2004

Right to demand a poll

COLL 4.4.9

(1) A resolution put to the vote of a general meeting must be determined on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

(a) the chairman;

(b) at least two unitholders; or

(2) Unless a poll is demanded in accordance with (1), a declaration by the chairman as to the result of a resolution is conclusive evidence of the fact.

01/04/2004

Proxies

COLL 4.4.10

(1) A unitholder may appoint another person to attend a general meeting and vote in his place.

(2) Unless the instrument constituting the scheme provides otherwise, a unitholder may appoint more than one proxy to attend on the same occasion but a proxy may vote only on a poll.

(3) Every notice calling a meeting of a scheme must contain a reasonably prominent statement that a unitholder entitled to attend and vote may appoint a proxy.

(4) For the appointment to be effective, any document relating to the appointment of a proxy must not be required to be received by the ICVC or any other person more than 48 hours before the meeting or adjourned meeting

01/04/2004

Chairman, adjournment and minutes

COLL 4.4.11

(1) A meeting of unitholders must have a chairman, nominated by the depositary.

(2) If the chairman is not present after a reasonable time from the time for the meeting, the unitholders present must choose one of them to be chairman.

(3) The chairman:

(a) may, with the consent of any meeting of unitholders at which a quorum is present; and

(b) must, if so directed by the meeting;
adjourn the meeting from time to time and from place to place.

(4) Business must not be transacted at any adjourned meeting, except business which might have lawfully been transacted at the original meeting.

(5) The authorised fund manager must ensure that:

(a) minutes of all resolutions and proceedings at every meeting of unitholders are made and kept; and

(b) any minute made in (a) is signed by the chairman of the meeting of unitholders.

(6) Any minute referred to in (5)(b) is conclusive evidence of the matters stated in it.

01/04/2004

Notices to unitholders

COLL 4.4.12

(1) Where this sourcebook requires any notice or document to be served upon a unitholder, it is duly served :

(a) for units held by a registered unitholder, if it is:

(i) delivered to the unitholder's address as appearing in the register; or

(ii) delivered by using an electronic medium in accordance with COLL 4.4.13 R (Other notices); or

(b) for units represented by bearer certificates, if given in the manner provided for in the prospectus.

(2) Any notice or document served by post is deemed to have been served on the second business day following the day on which it is posted.

(3) Any document left at a registered address or delivered other than by post is deemed to have been served on that day.

01/04/2004

Other notices

COLL 4.4.13

(1) Any document or notice to be served on or information to be given to, any person, including the FSA , must be in legible form.

(2) For the purposes of this rule, any form is legible form which:

(a) is consistent with the ICVC's, the directors', the authorised fund manager's or the depositary's knowledge of how the recipient of the document wishes or expects to receive the document;

(b) is capable of being provided in hard copy by the authorised fund manager, the depositary or any other director of the ICVC;

(d) is reasonable in the context.

(3) In this sourcebook, any requirement that a document be signed may be satisfied by an electronic signature or electronic evidence of assent.

01/04/2004

References to writing and electronic documents

COLL 4.4.14

In this sourcebook references to writing and the use of electronic media should be construed in accordance with GEN 2.2.14 R (References to writing) and its related guidance provisions.

01/04/2004

Service of notice Regulations

COLL 4.4.15

The provisions in this section relating to the service and delivery of notices and documents both to unitholders and to the FSA , disapply the provisions of The Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001 (SI 2001/1420) under the power in Regulation 1(6) of those Regulations.

01/04/2004

COLL 4.5

Reports and accounts

01/12/2004

Application

COLL 4.5.1

The rules and guidance in this section apply to an authorised fund manager, a depositary and any other director of an ICVC.

01/04/2004

Explanation

COLL 4.5.2

In order to provide the unitholders with regular and relevant information about the progress of the authorised fund, the authorised fund manager must:

(1) prepare a short report and a long report half-yearly and annually;

(2) send the short report to all unitholders; and

(3) make the long report available to unitholders on request.

01/04/2004

Preparation of long and short reports

COLL 4.5.3

(1) The authorised fund manager must for each annual accounting period and half-yearly accounting period, prepare a short report and a long report for a scheme.

(2) For a scheme which is an umbrella, the authorised fund manager must prepare a short report for each sub-fund but this is not necessary for the umbrella as a whole.

(3) Where the first annual accounting period of a scheme is less than 12 months, a half-yearly report need not be prepared.

(4) The first annual accounting period of a scheme must begin:

(a) on the first day of any period of initial offer; or

(b) in any other case, on the date of the relevant authorisation order.

01/12/2004

ICVC requirements

COLL 4.5.4

(1) The OEIC Regulations contain requirements for the preparation of annual and half-yearly reports and make the directors of an ICVC responsible for the preparation of annual and half-yearly reports on the ICVC.

(2) Regulations 66 (Reports: preparation), 67 (Reports: accounts) and 68 (Reports: voluntary revision) of the OEIC Regulations also contain a number of other requirements relating to reports and accounts of an ICVC.

01/04/2004

Contents of a short report

COLL 4.5.5

(1) The short report for an authorised fund, or for a scheme which is an umbrella, its sub-fund, must contain for the relevant period:

(a) the name of the scheme or sub-fund, its stated investment objectives and policy for achieving those objectives, a brief assessment of its risk profile and the name and address of the authorised fund manager;

(b) a review of the scheme or sub-fund's investment activities and investment performance during the period;

(c) a performance record consistent with COLL 4.5.10R (1) (Comparative table) so as to enable a unitholder to put into context the results of the investment activities of the scheme during the period;

(d) sufficient information to enable unitholders to form a view on where the portfolio is invested at the end of the period and the extent to which that has changed over the period;

(e) any other significant information which would reasonably enable unitholders to make an informed judgement on the activities of the scheme or sub-fund during the period and the results of those activities at the end of the period; and

(f) a statement that the latest long report is available on request.

(2) The authorised fund manager must take reasonable steps to ensure that the short report is structured and written in such a way that it can be easily understood by the average investor.

(3) The short report must form a separate stand-alone document which must not include any extraneous material.

(4) The inclusion in a single document of the short reports of more than one of an authorised fund manager's schemes with the same accounting periods, or of more than one sub-fund in an umbrella, is not a contravention of (3) if each such report is discrete and easily identifiable.

(5) The authorised fund manager must ensure that the information given in the short report is consistent with the long report for the relevant accounting period prepared under COLL 4.5.7 R (Contents of the annual long report) or COLL 4.5.8 R(Contents of the half-yearly long report).

01/04/2004

Significant information to be contained in the short report

COLL 4.5.6

For the purpose of COLL 4.5.5R (1)(d) and COLL 4.5.5R (1)(e) the authorised fund manager should consider including the following as sufficient and significant information:

(1) particulars of any fundamental change to the scheme which required unitholder approval by meeting during the period;

(2) particulars of any significant change to the operation of the scheme requiring pre-notification, but this need only be given if the change impacts on the unitholders' ability to make an informed judgement on the activities of the scheme;

(3) particulars of any other developments in relation to the investment policy of the scheme or the instruments used by it during the period;

(4) the total expense ratio at the end of the period;

(5) particulars of any qualification of the reports of the auditor and depositary; and

(6) particulars of any income or distribution relating to the period.

01/04/2004

Contents of the annual long report

COLL 4.5.7

(1) An annual long report on an authorised fund, other than a scheme which is an umbrella, must contain:

(a) the full accounts for the annual accounting period which must be prepared in accordance with the requirements of the IMA SORP;

(b) the report of the authorised fund manager in accordance with COLL 4.5.9 R (Authorised fund manager's report);

(d) the report of the depositary in accordance with COLL 4.5.11 R (Report of the depositary); and

(e) the report of the auditor in accordance with COLL 4.5.12 R (Report of the auditor).

(2) An annual long report on a scheme which is an umbrella must contain:

(a) for each sub-fund:

(i) the full accounts for the annual accounting period which must be prepared in accordance with the requirements of the IMA SORP;

(ii) the report of the authorised fund manager in accordance with COLL 4.5.9 R; and

(iii) the comparative table in accordance with COLL 4.5.10 R;

(b) the aggregation of the accounts required by (a)(i) for each sub-fund;

(d) the report of the auditor in accordance with COLL 4.5.12 R.

(3) The directors of an ICVC or the manager of an AUT must ensure that the accounts referred to in (1)(a) and (2)(a) give a true and fair view of the net income and the net gains and the losses on the scheme property of the authorised fund, or, in the case of (2)(a), the sub-fund, for the annual accounting period in question and the financial position of the authorised fund or sub-fund as at the end of that period.

01/04/2004

Contents of the half-yearly long report

COLL 4.5.8

(1) A half-yearly long report on an authorised fund, other than for a scheme which is an umbrella, must contain:

(a) the full accounts for the half-yearly accounting period which must be prepared in accordance with the requirements of the IMA SORP; and

(b) the report of the authorised fund manager in accordance with COLL 4.5.9 R (Authorised fund manager's report).

(2) A half-yearly long report on a scheme which is an umbrella must contain:

(a) for each sub-fund:

(i) full accounts for the annual accounting period which must be prepared in accordance with the requirements of the IMA SORP; and

(ii) the report of the authorised fund manager in accordance with COLL 4.5.9 R; and

(b) the aggregation of the accounts in (a)(i) for each sub-fund.

01/04/2004

Authorised fund manager's report

COLL 4.5.9

The matters set out in (1) to (12) must be included in any authorised fund manager's report, except where otherwise indicated:

(1) the names and addresses of :

(a) the authorised fund manager;

(b) the depositary;

(d) any investment adviser;

(e) the auditor; and

(f) for a scheme which invests in immovables, the standing independent valuer;

(2) (for an ICVC), the names of any directors other than the ACD;

(3) a statement of the authorised status of the scheme;

(4) (for an ICVC) a statement that the unitholders of the ICVC are not liable for the debts of the ICVC;

(5) the investment objectives of the authorised fund;

(6) the policy for achieving those objectives;

(7) a review of the investment activities during the period to which the report relates;

(8) particulars of any fundamental changes in accordance with COLL 4.3.4 R (Fundamental change requiring prior approval by meeting) made since the date of the last report;

(9) particulars of any significant changes which have occurred in accordance with COLL 4.3.6 R (Significant change requiring pre-event notification) since the date of the last report;

(10) any other information which would enable unitholders to make an informed judgement on the development of the activities of the authorised fund during this period and the results of those activities as at the end of that period;

(11) for a report on an umbrella prepared in accordance with COLL 4.5.7 R or COLL 4.5.8 R :

(a) a statement to the effect that, as a sub-fund is not a legal entity, if the assets attributable to any sub-fund were insufficient to meet the liabilities attributable to it, the shortfall might have to be met out of the assets attributable to one or more other sub-funds of the ICVC; and

(b) information required by (1) to (10) must be given for each sub-fund, if it would vary from that given in respect of the umbrella as a whole; and

(12) for a UCITS scheme which invests a substantial proportion of its assets in other schemes, a statement as to the maximum proportion of management fees charged to the scheme itself and to other schemes in which that scheme invests.

01/04/2004

Comparative table

COLL 4.5.10

The comparative table required by COLL 4.5.7R (1)(c) (Contents of the annual long report) must set out:

(1) a performance record over the last five calendar years, or if the authorised fund has not been in existence during the whole of that period, over the whole period in which it has been in existence, showing:

(a) the highest and the lowest price of a unit of each class in issue during each of those years; and

(b) the net income distributed (or, for accumulation units, allocated) for a unit of each class in issue during each of those years, taking account of any sub-division or consolidation of units that occurred during that period;

(2) as at the end of each of the last three annual accounting periods (or all of the authorised fund's annual accounting periods, if less than three):

(a) the total net asset value of the scheme property at the end of each of those years;

(b) the net asset value per unit of each class; and

(c)

(i) (for a report of the directors of an ICVC) the number of units of each class in issue; or

(ii) (for a report of the manager of an AUT) the number of units of each class in existence or treated as in existence; and

(3) if, in the period covered by the table:

(a) the authorised fund has been the subject of any event (such as a scheme of arrangement) having a material effect on the size of the authorised fund, but excluding any issue or cancellation of units for cash; or

(b) there have been changes in the investment objectives of the authorised fund;

(c) an indication, related in the body of the table to the relevant year in the table, of the date of the event or change in the investment objectives and a brief description of its nature.

01/04/2004

Report of the depositary

COLL 4.5.11

(1) The depositary must make an annual report to unitholders which must be included in the annual report.

(2) The annual report must contain:

(a) a description, which may be in summary form, of the duties of the depositary under COLL 6.6.4 (General duties of the depositary) and in respect of the safekeeping of the scheme property; and

(b) a statement whether, in any material respect:

(i) the issue, sale, redemption and cancellation, and calculation of the price of the units and the application of the authorised fund's income, have not been carried out in accordance with the rules in this sourcebook and, where applicable, the OEIC Regulations and the instrument constituting the scheme; and

(ii) the investment and borrowing powers and restrictions applicable to the authorised fund have been exceeded.

01/04/2004

Report of the auditor

COLL 4.5.12

The authorised fund manager must ensure that the report of the auditor to the unitholders must include a statement:

(1) whether, in the auditor's opinion, the accounts have been properly prepared in accordance with the IMA SORP, the rules in this sourcebook, and the instrument constituting the scheme;

(2) whether, in the auditor's opinion, the accounts give a true and fair view of the net income and the net gains or losses of the scheme property of the authorised fund (or, as the case may be, the scheme property attributable to the sub-fund) for the annual accounting period in question and the financial position of the authorised fund or sub-fund as at the end of that period;

(3) whether the auditor is of the opinion that proper accounting records for the authorised fund (or, as the case may be, sub-fund) have not been kept or whether the accounts are not in agreement with those records;

(4) whether the auditor has been given all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of his audit; and

(5) whether the auditor is of the opinion that the information given in the report of the directors or in the report of the authorised fund manager for that period is consistent with the accounts.

01/04/2004

Provision of short report

COLL 4.5.13

(1) The authorised fund manager must, within four months after the end of each annual accounting period and within two months after the end of each half-yearly accounting period, respectively provide free of charge the short report in accordance with (2).

(2) The authorised fund manager must send a copy of the report:

(a) to each unitholder (or to the first named of joint unitholders) entered in or entitled to be entered in the register at the close of business on the last day of the relevant accounting period; and

(b) to each unitholder of bearer units at his request.

(3) Unitholders in a scheme which is an umbrella must be provided with a report relating to the particular sub-fund in which they hold units subject to providing the long report on the umbrella on request in accordance with COLL 4.5.14R (2)(a).

01/04/2004

Publication and availability of annual and half-yearly long report

COLL 4.5.14

(1) The authorised fund manager must, within four months after the end of each annual accounting period and two months after the end of each half-yearly accounting period respectively, make available and publish the long report prepared in accordance with COLL 4.5.7 R (Contents of the annual long report) or COLL 4.5.8 R (Contents of the half-yearly long report).

(2) The reports referred to in (1) must:

(a) be supplied free of charge to unitholders who request it;

(b) be available in English, for inspection by the public free of charge during ordinary office hours at a place specified;

(c) for a UCITS scheme, be available for inspection by the public at a place designated by the authorised fund manager in each EEA State other than the United Kingdom in which units in the authorised fund are marketed, in English and in at least one of that other EEA State's official languages; and

(d) be sent to the FSA .

01/04/2004

COLL 5

Investment and borrowing powers

COLL 5.1

Introduction

01/12/2004

Application

COLL 5.1.1

(1) COLL 5.1 to COLL 5.5 apply to the authorised fund manager and the depositary of an authorised fund, and to an ICVC, which is or ever has been a UCITS scheme.

(2) COLL 5.1, COLL 5.4 and COLL 5.6 apply to the authorised fund manager and depositary of an authorised fund, and to an ICVC, which is a non-UCITS retail scheme.

(3) Paragraph (2) ceases to apply if a non-UCITS retail scheme converts to be authorised as a UCITS scheme.

01/04/2004

Purpose

COLL 5.1.2

(1) This chapter helps in achieving the regulatory objective of protecting consumers by laying down minimum standards for the investments that may be held by an authorised fund. In particular:

(a) the proportion of transferable securities and derivatives that may be held by an authorised fund is restricted if those transferable securities and derivatives are not listed on an eligible market; the intention of this is to restrict investment in transferable securities or derivatives that cannot be accurately valued and readily disposed of; and

(b) authorised funds are required to comply with a number of investment rules that require the spreading of risk.

(2) Table 5.1.4G gives an overview of the permissible investments and maximum investment limits for UCITS schemes and non-UCITS retail schemes.

01/04/2004

Treatment of obligations

COLL 5.1.3

(1) Where a rule in this chapter allows a transaction to be entered into or an investment to be retained only if possible obligations arising out of the transaction or out of the retention would not cause the breach of any limits in this chapter, it must be assumed that the maximum possible liability of the authorised fund under any other of those rules has also to be provided for.

(2) Where a rule in this chapter permits a transaction to be entered into or an investment to be retained only if that transaction, or the retention, or other similar transactions, are covered:

(a) it must be assumed that in applying any of those rules, the authorised fund must also simultaneously satisfy any other obligation relating to cover; and

(b) no element of cover must be used more than once.

01/04/2004

Indicative overview of investment and borrowing powers

COLL 5.1.4

This table belongs to COLL 5.1.2G (2).

Scheme investments and investment techniques

Limits for UCITS schemes

Limits for non-UCITS retail schemes

Permissible investment

Maximum limit

Permissible investment

Maximum limit

Approved securities

Yes

None

Yes

None

Transferable securities that are not approved securities

Yes

10%

Yes

20%

Government and public securities

Yes

None

Yes

None

Regulated schemes

Yes

None

Yes

None

Unregulated schemes

N/A

Yes

20%

Warrants

Yes

None

Yes

None

Investment trusts

Yes

None

Yes

None

Deposits

Yes

None

Yes

None

Derivatives

Yes

None

Yes

None

Immovables (i.e real property)

N/A

Yes

None

Gold

N/A

Yes

10%

Hedging

Yes

None

Yes

None

Stock lending

Yes

None

Yes

None

Underwriting

Yes

None

Yes

None

Borrowing

Yes

10% (T)

Yes

10%

Cash and near cash

Yes

None

Yes

None

Note:

Meaning of terms used:

A percentage

an upper limit (though there may be limits of other kinds).

"(T)"

temporary only- see COLL 5.5.4R(4)

"N/A"

Not applicable

01/04/2004

COLL 5.2

General investment powers and limits for UCITS schemes

01/12/2004

Application

COLL 5.2.1

This section applies to an ICVC, an ACD, a manager of an AUT, a depositary of an ICVC and a trustee of an AUT, where such ICVC or AUT is a UCITS scheme, in accordance with COLL 5.2.2 R (Table of application).

01/04/2004

Table of application

COLL 5.2.2

This table belongs to COLL 5.2.1 R.

Rule

ICVC

ACD

Manager of an AUT

Depositary of an ICVC

Trustee of an AUT

5.2.3R to 5.2.9R

5.2.10R(1)

5.2.10R(2)(a)&(b)

5.2.10R(2)(c)

5.2.10R(3)

5.2.11R to 5.2.21R

5.2.22R

5.2.23R(1)

5.2.23R(2)

5.2.23R(3)

5.2.24R

5.2.25G

5.2.26R

5.2.27R

5.2.28R

5.2.29R to 5.2.33R

Note: x means "applies"

01/04/2004

Prudent spread of risk

COLL 5.2.3

(1) An authorised fund manager must ensure that, taking account of the investment objectives and policy of the UCITS scheme as stated in the most recently published prospectus, the scheme property of the UCITS scheme aims to provide a prudent spread of risk.

(2) The rules in this section relating to spread of investments do not apply until the expiry of a period of six months after the date of which the authorisation order, in respect of the UCITS scheme, takes effect or on which the initial offer commenced, if later, provided that (1) is complied with during such period.

01/04/2004

Investment powers: general

COLL 5.2.4

The scheme property of each UCITS scheme must be invested only in accordance with the relevant provisions in sections COLL 5.2 to COLL 5.5 that are applicable to that UCITS scheme and up to any maximum limit so stated, but, the instrument constituting the scheme may further restrict:

(1) the kind of property in which the scheme property may be invested;

(2) the proportion of the capital property of the UCITS scheme be invested in assets of any description;

(3) the descriptions of transactions permitted; and

(4) the borrowing powers of the UCITS scheme.

01/04/2004

Valuation

COLL 5.2.5

(1) In this chapter, the value of the scheme property of a UCITS scheme means the net value determined in accordance with COLL 6.3 (Valuation and pricing), after deducting any outstanding borrowings, whether immediately due to be repaid or not.

(2) When valuing the scheme property for the purposes of this chapter:

(a) the time as at which the valuation is being carried out ("the relevant time") is treated as if it were a valuation point, but the valuation and the relevant time do not count as a valuation or a valuation point for the purposes of COLL 6.3 (Valuation and pricing);

(b) initial outlay is to be regarded as remaining part of the scheme property; and

(c) if the authorised fund manager, having taken reasonable care, determines that the UCITS scheme will become entitled to any unrealised profit which has been made on account of a transaction in derivatives, that prospective entitlement is to be regarded as part of the scheme property.

01/04/2004

Valuation guidance

COLL 5.2.6

It should be noted that for the purpose of COLL 5.2.5 R, COLL 6.3 may be affected by specific provisions in this chapter such as, for example, COLL 5.4.6 R (Treatment of collateral).

01/04/2004

Transferable securities

COLL 5.2.7

(1) A transferable security is an investment which is any of the following:

(a) a share;

(b) a debenture;

(d) a warrant; or

(e) a certificate representing certain securities.

(2) An investment is not a transferable security if the title to it cannot be transferred, or can be transferred only with the consent of a third party.

(3) In applying (2) to an investment which is issued by a body corporate, and which is a share or a debenture, the need for any consent on the part of the body corporate or any members or debenture holders of it may be ignored.

(4) An investment is not a transferable security unless the liability of the holder of it to contribute to the debts of the issuer is limited to any amount for the time being unpaid by the holder of it in respect of the investment.

01/04/2004

UCITS schemes: general

COLL 5.2.8

(1) The scheme property of a UCITS scheme must, except where otherwise provided in the rules in this chapter, consist only of any or all of:

(a) transferable securities;

(b) units in collective investment schemes permitted under COLL 5.2.13 R (Investment in collective investment schemes);

(d) derivatives and forward transactions permitted under COLL 5.2.20 R (Permitted transactions (derivatives and forwards)); and

(e) deposits permitted under COLL 5.2.26 R (Investment in deposits).

(2) For an ICVC the scheme property may also include movable and immovable property that is necessary for the direct pursuit of the ICVC's business.

(3) Transferable securities and money-market instruments held within a UCITS scheme must be;

(a) admitted to or dealt in on an eligible market within COLL 5.2.10 R (1)(a) (Eligible markets: requirements); or

(b) dealt in on an eligible market within COLL 5.2.10 R (1)(b); or

(d) for a money-market instrument,within COLL 5.2.18 R (2).

(4) Not more than 10% in value of the scheme property of a UCITS scheme is to consist of transferable securities, which do not fall within (3) or of money-market instruments, which do not fall within COLL 5.2.18 R (2).

01/04/2004

Eligible markets regime: purpose

COLL 5.2.9

(1) This section specifies criteria based on those in article 19 of the UCITS Directive, as to the nature of the markets in which the property of a UCITS scheme may be invested.

(2) Where a market ceases to be eligible, investments on that market cease to be approved securities. The 10% restriction in COLL 5.2.8 R (4) applies, and exceeding this limit because a market ceases to be eligible will generally be regarded as a breach beyond the control of the authorised fund manager.

01/04/2004

Eligible markets: requirements

COLL 5.2.10

(1) A market is eligible for the purposes of the rules in this sourcebook if it is:

(a) a regulated market;

(b) a market in an EEA State which is regulated, operates regularly and is open to the public; or

(2) A market not falling within (1)(a) and (b) is eligible for the purposes of the rules in this sourcebook if:

(a) the authorised fund manager, after consultation with and notification to the depositary (and in the case of an ICVC, any other directors), decides that market is appropriate for investment of, or dealing in, the scheme property;

(b) the market is included in a list in the prospectus; and

(i) adequate custody arrangements can be provided for the investment dealt in on that market; and

(ii) all reasonable steps have been taken by the authorised fund manager in deciding whether that market is eligible.

(3) In (2)(a), a market must not be considered appropriate unless it:

(a) is regulated;

(b) operates regularly;

(d) is open to the public;

(e) is adequately liquid; and

(f) has adequate arrangements for unimpeded transmission of income and capital to or to the order of investors.

01/04/2004

Spread: general

COLL 5.2.11

(1) This rule does not apply to government and public securities.

(2) For the purposes of this rule companies included in the same group for the purposes of consolidated accounts as defined in accordance with the Seventh Council Directive 83/349/EEC of 13 June 1983 based on Article 54(3)(g) of the Treaty on consolidated accounts or, in the same group in accordance with international accounting standards, are regarded as a single body.

(3) Not more than 20% in value of the scheme property is to consist of deposits with a single body.

(4) Not more than 5% in value of the scheme property is to consist of transferable securities or money-market instruments issued by any single body.

(5) The limit of 5% in (4) is raised to 10% in respect of up to 40% in value of the scheme property.

(6) In applying (4) and (5), certificates representing certain securities are to be treated as equivalent to the underlying security.

(7) The exposure to any one counterparty in an OTC derivative transaction must not exceed 5% in value of the scheme property; this limit being raised to 10% where the counterparty is an approved bank.

(8) Not more than 20% in value of the scheme property is to consist of transferable securities and money-market instruments issued by the same group (as referred to in (2)).

(9) Not more than 20% in value of the scheme is to consist of the units of any one collective investment scheme.

(10) In applying the limits in (3),(4),(5), (6) and (7), not more than 20% in value of the scheme property is to consist of any combination of two or more of the following:

(a) transferable securities or money-market instruments issued by; or

(b) deposits made with; or

(11) For the purpose of calculating the limits in (7) and (10), the exposure in respect of an OTC derivative may be reduced to the extent that collateral is held in respect of it if the collateral meets each of the conditions specified in (12).

(12) The conditions referred to in (11) are that the collateral:

(a) is marked-to-market on a daily basis and exceeds the value of the amount at risk;

(b) is exposed only to negligible risks (e.g. government bonds of first credit rating or cash) and is liquid;

(c) is held by a third party custodian not related to the provider or is legally secured from the consequences of a failure of a related party; and

(d) can be fully enforced by the UCITS scheme at any time.

(13) For the purpose of calculating the limits in (7) and (10), OTC derivative positions with the same counterparty may be netted provided that the netting procedures:

(a) comply with the conditions set out in Section 3 (Contractual netting (Contracts for novation and other netting agreements)) of Annex III to the Banking Consolidation Directive; and

(b) are based on legally binding agreements.

(14) In applying this rule, all derivatives transactions are deemed to be free of counterparty risk if they are performed on an exchange where the clearing house meets each of the following conditions:

(a) it is backed by an appropriate performance guarantee; and

(b) it is characterised by a daily mark-to-market valuation of the derivative positions and an at least daily margining.

01/03/2005

Guidance on spread: general

COLL 5.2.11A

(1) COLL 5.2.11R (11) to (14) reflect the provisions of Article 5 of the Commission Recommendation 2004/383/EC of 27 April 2004 on the use of financial derivative instruments for undertakings for collective investment in transferable securities (in this Section referred to as "the Commission Recommendation on the use of financial derivative instruments"). This Recommendation may be accessed via www.europa.eu.int/eur-lex/pri/en/oj/dat/2004/l_199/l_19920040607en00240029.pdf.

(2) The attention of authorised fund managers is specifically drawn to condition (d) in COLL 5.2.11R (12) under which the collateral has to be legally enforceable at any time. It is the FSA's view that it is advisable for an authorised fund manager to undertake a legal due diligence exercise before entering into any financial collateral arrangement. This is particularly important where the collateral arrangements in question have a cross-border dimension. Depositaries will also need to exercise reasonable care to review the collateral arrangements in accordance with its duties under COLL 6.6.4 R (General duties of the depositary).

01/03/2005

Spread: government and public securities

COLL 5.2.12

(1) This rule applies to government and public securities ("such securities").

(2) Where no more than 35% in value of the scheme property is invested in such securities issued by any one body, there is no limit on the amount which may be invested in such securities or in any one issue.

(3) An authorised fund may invest more than 35% in value of the scheme property in such securities issued by any one body provided that:

(a) the authorised fund manager has before any such investment is made consulted with the depositary and as a result considers that the issuer of such securities is one which is appropriate in accordance with the investment objectives of the authorised fund;

(b) no more than 30% in value of the scheme property consists of such securities of any one issue;

(d) the disclosures in (4) have been made.

(4) Where it is intended that (3) may apply, the instrument constituting the scheme, and the most recently published prospectus, must prominently state:

(a) the fact that more than 35% of the scheme property is or may be invested in such securities issued by one issuer; and

(b) the names of the individual states, the local authorities or public international bodies issuing such securities in which the authorised fund may invest over 35% of its assets.

(5) In this rule in relation to such securities:

(a) issue, issued and issuer include guarantee, guaranteed and guarantor; and

(b) an issue differs from another if there is a difference as to repayment date, rate of interest, guarantor or other material terms of the issue.

01/04/2004

Investment in collective investment schemes

COLL 5.2.13

A UCITS scheme must not invest in units in a collective investment scheme ("second scheme") unless the second scheme satisfies all of the following conditions, and provided that no more than 30% of the value of the UCITS scheme is invested in second schemes within (1)(b) to (d):

(1) the second scheme must:

(a) satisfy the conditions necessary for it to enjoy the rights conferred by the UCITS Directive; or

(b) be recognised under the provisions of section 270 of the Act (Schemes authorised in designated countries or territories); or

(c) be authorised as a non-UCITS retail scheme (provided the requirements of article 19(1)(e) of the UCITS Directive are met); or

(d) be authorised in another EEA State (provided the requirements of article 19(1)(e) of the UCITS Directive are met);

(2) the second scheme must comply, where relevant, with COLL 5.2.15 R (Investment in associated collective investment schemes) and COLL 5.2.16 R (Investment in other group schemes); and

(3) the second scheme must have terms which prohibit more than 10% in value of the scheme property consisting of units in collective investment schemes.

01/04/2004

Qualifying non-UCITS collective investment schemes

COLL 5.2.14

(1) COLL 9.3 gives further detail as to the recognition of a scheme under section 270 of the Act.

(2) Article 19 of the UCITS Directive sets out the general investment limits. So, a non-UCITS retail scheme, or its equivalent EEA scheme which has the power to invest in gold or immovables would not meet the criteria set in COLL 5.2.13R (1)(c) and COLL 5.2.13R (1)(d).

01/04/2004

Investment in associated collective investment schemes

COLL 5.2.15

A UCITS scheme must not invest in or dispose of units in another collective investment scheme (the second scheme) if the second scheme is managed or operated by (or, for an ICVC, whose ACD is) the authorised fund manager of the investing UCITS scheme or an associate of that authorised fund manager, unless:

(1) the prospectus of the investing UCITS scheme clearly states that the property of that investing scheme may include such units; and

(2) COLL 5.2.16 R (Investment in other group schemes) is complied with.

01/04/2004

Investment in other group schemes

COLL 5.2.16

(1) Where:

(a) an investment or disposal is made under COLL 5.2.15 R; and

(b) there is a charge in respect of such investment or disposal;

the authorised fund manager of the UCITS scheme making the investment or disposal must pay the UCITS scheme the amounts referred to in (2) or (3) within four business days following the date of the agreement to invest or dispose.

(2) When an investment is made, the amount referred to in (1)(a) is either:

(a) any amount by which the consideration paid by the UCITS scheme for the units in the second scheme exceeds the price that would have been paid for the benefit of the second scheme had the units been newly issued or sold by it; or

(b) if such price cannot be ascertained by the authorised fund manager of the authorised fund, the maximum amount of any charge permitted to be made by the seller of units in the second scheme.

(3) When a disposal is made, the amount referred to in (1)(a) is any charge made for the account of the authorised fund manager or operator of the second scheme or an associate of any of them in respect of the disposal.

(4) In this rule:

(a) any addition to or deduction from the consideration paid on the acquisition or disposal of units in the second scheme, which is applied for the benefit of the second scheme and is, or is like, a dilution levy made in accordance with COLL 6.3.8 (Dilution) or SDRT provision made in accordance with COLL 6.3.7 (SDRT provision) is to be treated as part of the price of the units and not as part of any charge; and

(b) any charge made in respect of an exchange of units in one sub-fund or separate part of the second scheme for units in another sub-fund or separate part of that scheme is to be included as part of the consideration paid for the units.

01/04/2004

Investment in warrants and nil and partly paid securities

COLL 5.2.17

(1) Where a UCITS scheme invests in a warrant, the exposure created by the exercise of the right conferred by that warrant must not exceed the limits in COLL 5.2.11 R (Spread: general) and COLL 5.2.12 R (Spread: government and public securities).

(2) A transferable security or a money-market instrumenton which any sum is unpaid falls within a power of investment only if it is reasonably foreseeable that the amount of any existing and potential call for any sum unpaid could be paid by the UCITS scheme, at the time when payment is required, without contravening the rules in this chapter.

01/04/2004

Investment in money-market instruments

COLL 5.2.18

A UCITS scheme may invest in money-market instruments which are normally dealt in on the money market, are liquid and whose value can be accurately determined at any time, provided the money-market instrument is:

(1) within COLL 5.2.8 R (3)(UCITS schemes: general); or

(2) a money-market instrument issued or guaranteed by:

(a) a central, regional or local authority or central bank of an EEA State, the European Central Bank, the European Union or the European Investment Bank, a non-EEA State or, in the case of a federal state, by one of the members making up the federation, or by a public international body to which one or more EEA States belong; or

(b) an establishment subject to prudential supervision in accordance with criteria defined by Community law or an establishment which is subject to and complies with prudential rules considered by the FSA to be at least as stringent as those laid down by Community law; or

(3) issued by a body, any securities of which are dealt in on an eligible market.

01/04/2004

Derivatives: general

COLL 5.2.19

(1) A transaction in derivatives or a forward transaction must not be effected for a UCITS scheme unless:

(a) the transaction is of a kind specified in COLL 5.2.20 R (Permitted transactions (derivatives and forwards)); and

(b) the transaction is covered, as required by COLL 5.3.3 R (Cover for transactions in derivatives and forward transactions).

(2) Where a UCITS scheme invests in derivatives, the exposure to the underlying assets must not exceed the limits in COLL 5.2.11 R (Spread: general) and COLL 5.2.12 R (Spread: government and public securities) save as provided in (4).

(3) Where a transferable security or money-market instrument embeds a derivative, this must be taken into account for the purposes of complying with this section.

(4) Where a scheme invests in an index based derivative, provided the relevant index falls within COLL 5.2.33 R (Relevant indices) the underlying constituents of the index do not have to be taken into account for the purposes of COLL 5.2.11 R and COLL 5.2.12 R.

(5) The relaxation in (4) is subject to the authorised fund manager taking account of COLL 5.2.3 R (Prudent spread of risk).

01/04/2004

Permitted transactions (derivatives and forwards)

COLL 5.2.20

(1) A transaction in a derivative must:

(a) be in an approved derivative; or

(b) be one which complies with COLL 5.2.23 R (OTC transactions in derivatives).

(2) The underlying of a transaction in a derivative must consist of any one or more of the following to which the scheme is dedicated:

(a) transferable securities ;

(b) money-market instruments permitted under COLL 5.2.18 R (Investment in money-market instruments);

(d) derivatives permitted under this rule;

(e) collective investment scheme units permitted under COLL 5.2.13 R (Investment in collective investment schemes);

(f) financial indices;

(g) interest rates;

(h) foreign exchange rates; and

(i) currencies.

(3) A transaction in an approved derivative must be effected on or under the rules of an eligible derivatives market.

(4) A transaction in a derivative must not cause a scheme to diverge from its investment objectives as stated in the instrument constituting the scheme and the most recently published prospectus.

(5) A transaction in a derivative must not be entered into if the intended effect is to create the potential for an uncovered sale of one or more transferable securities, money-market instruments, units in collective investment schemes or derivatives provided that a sale is not to be considered as uncovered if the conditions in COLL 5.2.22R (3) (Requirement to cover sales) are satisfied.

(6) Any forward transaction must be made with an eligible institution or an approved bank.

01/03/2005

Transactions for the purchase of property

COLL 5.2.21

A derivative or forward transaction which will or could lead to the delivery of property for the account of the UCITS scheme may be entered into only if:

(1) that property can be held for the account of the UCITS scheme; and

(2) the authorised fund manager having taken reasonable care determines that delivery of the property under the transaction will not occur or will not lead to a breach of the rules in this sourcebook.

01/04/2004

Requirement to cover sales

COLL 5.2.22

(1) No agreement by or on behalf of a UCITS scheme to dispose of property or rights may be made unless:

(a) the obligation to make the disposal and any other similar obligation could immediately be honoured by the UCITS scheme by delivery of property or the assignment (or, in Scotland, assignation) of rights; and

(b) the property and rights at (a) are owned by the UCITS scheme at the time of the agreement.

(2) Paragraph (1) does not apply to a deposit.

(3) Paragraph (1) does not apply where:

(a) the risks of the underlying financial instrument of a derivative can be appropriately represented by another financial instrument and the underlying financial instrument is highly liquid; or

(b) the authorised fund manager or the depositary has the right to settle the derivative in cash, and cover exists within the scheme property which falls within one of the following asset classes:

(i) cash;

(ii) liquid debt instruments (e.g. government bonds of first credit rating) with appropriate safeguards (in particular, haircuts); or

(iii) other highly liquid assets having regard to their correlation with the underlying of the financial derivative instruments, subject to appropriate safeguards (e.g. haircuts where relevant).

(4) In the asset classes referred to in (3), an asset may be considered as liquid where the instrument can be converted into cash in no more than seven business days at a price closely corresponding to the current valuation of the financial instrument on its own market.

01/03/2005

Guidance on requirement to cover sales

COLL 5.2.22A

COLL 5.2.22R (3) to (4) reflect the provisions of Article 7 of the Commission Recommendation on the use of financial derivative instruments.

01/03/2005

OTC transactions in derivatives

COLL 5.2.23

A transaction in an OTC derivative under COLL 5.2.20 R (1) (b) must be:

(1) with an approved counterparty; a counterparty to a transaction in derivatives is approved only if the counterparty is:

(a) an eligible institution or an approved bank; or

(b) a person whose permission (including any requirements or limitations), as published in the FSA Register , or whose Home State authorisation, permits it to enter into the transaction as principal off-exchange;

(2) on approved terms; the terms of the transaction in derivatives are approved only if, before the transaction is entered into, the depositary is satisfied that the counterparty has agreed with the ICVC or the authorised fund manager:

(a) to provide a reliable and verifiable valuation in respect of that transaction at least daily and at any other time at the request of the ICVC or authorised fund manager; and

(b) that it will, at the request of the ICVC or authorised fund manager, enter into a further transaction to close out that transaction at any time, at a fair value arrived at under the pricing model or other reliable basis agreed under (3); and

(3) capable of valuation; a transaction in derivatives is capable of valuation only if the authorised fund manager having taken reasonable care determines that, throughout the life of the derivative (if the transaction is entered into), it will be able to value the investment concerned with reasonable accuracy:

(a) on the basis of the pricing model which has been agreed between the authorised fund manager and the depositary; or

(b) on some other reliable basis reflecting an up-to-date market value which has been so agreed.

01/04/2004

Risk management: derivatives

COLL 5.2.24

(1) An authorised fund manager must use a risk management process enabling it to monitor and measure as frequently as appropriate the risk of a scheme's derivatives and forwards positions and their contribution to the overall risk profile of the scheme.

(2) The following details of the risk management process must be notified by the authorised fund manager to the FSA in advance of the use of the process as required by (1):

(a) the methods for estimating risks in derivative and forward transactions; and

(b) the types of derivatives and forwards to be used within the scheme together with their underlying risks and any relevant quantitative limits.

(3) The authorised fund manager must notify the FSA in advance of any material alteration to the details in (2)(a) or (b).

01/04/2004

Risk management process

COLL 5.2.25

(1) The risk management process should take account of the investment objectives and policy of the scheme as stated in the most recent prospectus.

(2) The depositary should take reasonable care to review the appropriateness of the risk management process in line with its duties under COLL 6.6.14 R (Duties of the depositary and authorised fund manager: investment and borrowing powers), as appropriate.

(3) An authorised fund manager is expected to demonstrate more sophistication in its risk management process for a scheme with a complex risk profile than for one with a simple risk profile. In particular, the risk management process should take account of any characteristic of non-linear dependence in the value of a position to its underlying.

(4) An authorised fund manager should take reasonable care to establish and maintain such systems and controls as are appropriate to its business as required by SYSC 3.1 (Systems and controls).

(5) The risk management process should enable the analysis required by COLL 5.2.24 R to be undertaken at least daily or at each valuation point whichever is the more frequent.

(6) Firms carrying out the risk management process should note the methodologies set out in Article 3 (Appropriately calibrated standards to measure market risk) of the Commission Recommendation on the use of financial derivative instruments.

(7) In assessing the risk of OTC derivatives, firms should note the methodologies set out in Article 5.3 (Invitation to use the standards laid down in Directive 2000/12/EC as a first reference) of the Commission Recommendation on the use of financial derivative instruments.

01/03/2005

Investment in deposits

COLL 5.2.26

A UCITS scheme may invest in deposits only if it:

(1) is with an approved bank;

(2) is:

(a) repayable on demand; or

(b) has the right to be withdrawn; and

(3) matures in no more than 12 months.

01/04/2004

Significant influence for ICVCs

COLL 5.2.27

(1) An ICVC must not acquire transferable securities issued by a body corporate and carrying rights to vote (whether or not on substantially all matters) at a general meeting of that body corporate if:

(a) immediately before the acquisition, the aggregate of any such securities held by the ICVC gives the ICVC power to influence significantly the conduct of business of that body corporate; or

(b) the acquisition gives the ICVC that power.

(2) For the purpose of (1), an ICVC is to be taken to have power significantly to influence the conduct of business of a body corporate if it can, because of the transferable securities held by it, exercise or control the exercise of 20% or more of the voting rights in that body corporate (disregarding for this purpose any temporary suspension of voting rights in respect of the transferable securities of that body corporate).

01/04/2004

Significant influence for managers of AUTs

COLL 5.2.28

(1) A manager must not acquire, or cause to be acquired for an AUT of which it is the manager , transferable securities issued by a body corporate and carrying rights to vote (whether or not on substantially all matters) at a general meeting of the body corporate if:

(a) immediately before the acquisition, the aggregate of any such securities held for that AUT, taken together with any such securities already held for other AUTs of which it is also the manager , gives the manager power significantly to influence the conduct of business of that body corporate; or

(b) the acquisition gives the manager that power.

(2) For the purpose of (1), a manager is to be taken to have power significantly to influence the conduct of business of a body corporate if it can, because of the transferable securities held for all the AUTs of which it is the manager , exercise or control the exercise of 20% or more of the voting rights in that body corporate (disregarding for this purpose any temporary suspension of voting rights in respect of the transferable securities of that body corporate).

01/04/2004

Concentration

COLL 5.2.29

A UCITS scheme:

(1) must not acquire transferable securities (other than debt securities) which:

(a) do not carry a right to vote on any matter at a general meeting of the body corporate that issued them; and

(b) represent more than 10% of those securities issued by that body corporate;

(2) must not acquire more than 10% of the debt securities issued by any single body;

(3) must not acquire more than 25% of the units in a collective investment scheme;

(4) must not acquire more than 10% of the money-market instruments issued by any single body; and

(5) need not comply with the limits in (2), (3) and (4) if, at the time of acquisition, the net amount in issue of the relevant investment cannot be calculated.

01/04/2004

UCITS schemes that are umbrellas

COLL 5.2.30

(1) In relation to a UCITS scheme which is an umbrella, the provisions in COLL 5.2 to COLL 5.5 apply to each sub-fund as they would for an authorised fund, except the following rules which apply at the level of the umbrella only:

(a) COLL 5.2.27 R (Significant influence for ICVCs);

(b) COLL 5.2.28 R (Significant influence for managers of AUTs); and

(2) A sub-fund must not invest in another sub-fund of the same umbrella.

01/04/2004

Schemes replicating an index

COLL 5.2.31

(1) A UCITS scheme may invest up to 20% in value of the scheme property in shares and debentures which are issued by the same body where the investment policy of that scheme as stated in the most recently published prospectus is to replicate the composition of a relevant index which satisfies the criteria specified in COLL 5.2.33 R (Relevant indices).

(2) The limit in (1) can be raised for a particular UCITS scheme up to 35% in value of the scheme property, but only in respect of one body and where justified by exceptional market conditions.

01/04/2004

Index replication

COLL 5.2.32

In the case of a UCITS scheme replicating an index under COLL 5.2.31 R (Schemes replicating an index) the scheme property need not consist of the exact composition and weighting of the underlying in the relevant index where deviation from this is expedient for reasons of poor liquidity or excessive cost to the scheme in trading in an underlying investment.

01/04/2004

Relevant indices

COLL 5.2.33

The indices referred to in COLL 5.2.31 R are those which satisfy the following criteria:

(1) the composition is sufficiently diversified;

(2) the index is a representative benchmark for the market to which it refers; and

(3) the index is published in an appropriate manner.

01/04/2004

COLL 5.3

Derivative exposure

01/12/2004

Application

COLL 5.3.1

This section applies to an authorised fund manager of a UCITS scheme and to an ICVC which is a UCITS scheme.

01/04/2004

Introduction

COLL 5.3.2

(1) A scheme may invest in derivatives and forward transactions as long as the exposure to which the scheme is committed by that transaction itself is suitably covered from within its scheme property. Exposure will include any initial outlay in respect of that transaction.

(2) Cover ensures that a scheme is not exposed to the risk of loss of property, including money, to an extent greater than the net value of the scheme property. Therefore, a scheme is required to hold scheme property sufficient in value or amount to match the exposure arising from a derivative obligation to which the scheme is committed. COLL 5.3.3 R (Cover for transactions in derivatives and forward transactions) sets out detailed requirements for cover of a scheme.

(3) In accordance with COLL 5.1.3 R (2)(b) (Treatment of obligations), cover used in respect of one transaction in derivatives or forward transaction should not be used for cover in respect of another transaction in derivatives or a forward transaction.

01/04/2004

Cover for transactions in derivatives and forward transactions

COLL 5.3.3

(1) A transaction in derivatives or forward transaction may be entered into only if the maximum exposure, in terms of the principal or notional principal created by the transaction to which the scheme is or may be committed by another person, is covered globally under (2).

(2) Exposure is covered globally if adequate cover from within the scheme property is available to meet the scheme's total exposure, taking into account the value of the underlying assets, any reasonably foreseeable market movement, counterparty risk, and the time available to liquidate any positions.

(3) Cash not yet received into the scheme property but due to be received within one month is available as cover for the purposes of (2).

(4) Property the subject of a transaction under COLL 5.4 (Stock lending) is only available for cover if the authorised fund manager has taken reasonable care to determine that it is obtainable (by return or re-acquisition) in time to meet the obligation for which cover is required.

(5) The global exposure relating to derivatives held in a UCITS scheme may not exceed the net value of the scheme property (Article 2(1) of the Commission Recommendation 2004/383/EC).

01/03/2005

Guidance on cover

COLL 5.3.4

An authorised fund manager should note that the scope of COLL 5.3.3 R is extended in relation to underwriting commitments by COLL 5.5.8 R (4) (General power to accept or underwrite placings).

01/04/2004

Borrowing

COLL 5.3.5

(1) Cash obtained from borrowing, and borrowing which the authorised fund manager reasonably regards an eligible institution or an approved bank to be committed to provide, is not available for cover under COLL 5.3.3 R (Cover for transactions in derivatives and forward transactions), except if (2) applies.

(2) Where, for the purposes of this section, the ICVC or the trustee for the account of the AUT on the instructions of the manager :

(a) borrows an amount of currency from an eligible institution or an approved bank; and

(b) keeps an amount in another currency, at least equal to the borrowing for the time being in (a), on deposit with the lender (or his agent or nominee);

then this section applies as if the borrowed currency, and not the deposited currency, were part of the scheme property.

01/04/2004

Continuing nature of limits and requirements

COLL 5.3.6

(1) An authorised fund manager must, (as frequently as necessary), re-calculate the amount of cover required in respect of derivatives and forward positions already in existence under this section.

(2) Derivatives and rights under forward transactions may be retained in the scheme property only so long as they remain covered globally under COLL 5.3.3 R.

01/04/2004

COLL 5.4

Stock lending

01/12/2004

Application

COLL 5.4.1

(1) This section applies to a depositary of an authorised fund which is a UCITS scheme or a non-UCITS retail scheme.

(2) COLL 5.4.3 R (Stock lending: general) also applies to:

(a) an ICVC which is a UCITS scheme or a non-UCITS retail scheme; and

(b) a manager of an AUT which is a UCITS scheme or a non-UCITS retail scheme.

(3) COLL 5.4.4 R (Stock lending: requirements) also applies to an ICVC which is a UCITS scheme or a non-UCITS retail scheme.

01/04/2004

Permitted stock lending

COLL 5.4.2

(1) This section permits the generation of additional income for the benefit of the authorised fund, and hence for its investors, by entry into stock lending transactions for the account of the authorised fund.

(2) The specific method of stock lending permitted in this section is in fact not a transaction which is a loan in the normal sense. Rather it is an arrangement of the kind described in section 263B of the Taxation of Chargeable Gains Act 1992, under which the lender transfers securities to the borrower otherwise than by way of sale and the borrower is to transfer those securities, or securities of the same type and amount, back to the lender at a later date. In accordance with good market practice, a separate transaction by way of transfer of assets is also involved for the purpose of providing collateral to the "lender" to cover him against the risk that the future transfer back of the securities may not be satisfactorily completed.

01/04/2004

Stock lending: general

COLL 5.4.3

The stock lending permitted by this section may be exercised by an authorised fund when it reasonably appears to the ICVC or to the manager to be appropriate to do so with a view to generating additional income for the authorised fund with an acceptable degree of risk.

01/04/2004

Stock lending: requirements

COLL 5.4.4

(1) An ICVC, or the depositary at the request of the ICVC, or the trustee at the request of the manager , may enter into a stock lending arrangement of the kind described in section 263B of the Taxation of Chargeable Gains Act 1992 (without extension by section 263C), but only if:

(a) all the terms of the agreement under which securities are to be reacquired by the depositary for the account of the ICVC or by the trustee, are in a form which is acceptable to the depositary or to the trustee and are in accordance with good market practice;

(b) the counterparty is an authorised person or a person authorised by a Home State regulator; and

(c) collateral is obtained to secure the obligation of the counterparty under the terms referred to in (a) and the collateral is:

(i) acceptable to the depositary;

(ii) adequate within COLL 5.4.6 R (1); and

(iii) sufficiently immediate within COLL 5.4.6 R (2).

(2) The counterparty for the purpose of (1) is the person who is obliged under the agreement referred to in (1)(a) to transfer to the depositary the securities transferred by the depositary under the stock lending arrangement or securities of the same kind.

01/04/2004

Stock lending: treatment of collateral

COLL 5.4.5

Where a stock lending arrangement is entered into, the scheme property remains unchanged in terms of value. The securities transferred cease to be part of the scheme property, but there is obtained in return an obligation on the part of the counterparty to transfer back equivalent securities. The depositary will also receive collateral to set against the risk of default in transfer, and that collateral is equally irrelevant to the valuation of the scheme property (because it is transferred against an obligation of equivalent value by way of re-transfer). COLL 5.4.6 R accordingly makes provision for the treatment of the collateral in that context.

01/04/2004

Treatment of collateral

COLL 5.4.6

(1) Collateral is adequate for the purposes of this section only if it is:

(a) transferred to the depositary or its agent;

(b) at least equal in value, at the time of the transfer to the depositary, to the value of the securities transferred by the depositary; and

(i) cash; or

(ii) government and public securities; or

(iii) a certificate of deposit; or

(iv) a letter of credit; or

(v) a readily realisable security.

(2) Collateral is sufficiently immediate for the purposes of this section if:

(a) it is transferred before or at the time of the transfer of the securities by the depositary; or

(b) the depositary takes reasonable care to determine at the time referred to in (a) that it will be transferred at the latest by the close of business on the day of the transfer.

(3) The depositary must ensure that the value of the collateral at all times is at least equal to the value of the securities transferred by the depositary.

(4) The duty in (3) may be regarded as satisfied in respect of collateral the validity of which is about to expire or has expired where the depositary takes reasonable care to determine that sufficient collateral will again be transferred at the latest by the close of business on the day of expiry.

(5) Any agreement for transfer at a future date of securities or of collateral (or of the equivalent of either) under this section may be regarded, for the purposes of valuation under COLL 6.3 (Valuation and pricing) or this chapter, as an unconditional agreement for the sale or transfer of property, whether or not the property is part of the property of the authorised fund.

(6) Collateral transferred to the depositary is part of the scheme property for the purposes of the rules in this sourcebook, except in the following respects:

(a) it does not fall to be included in any valuation for the purposes of COLL 6.3 or this chapter, because it is offset under (5) by an obligation to transfer; and

(b) it does not count as scheme property for any purpose of this chapter other than this section.

(7) Paragraph (5) and (6)(a) do not apply to any valuation of collateral itself for the purposes of this section.

01/04/2004

Limitation by value

COLL 5.4.7

There is no limit on the value of the scheme property which may be the subject of stock lending transactions within this section.

01/04/2004

COLL 5.5

Cash, borrowing, lending and other provisions

01/12/2004

Application

COLL 5.5.1

This section applies to an ICVC, an ACD, a manager of an AUT, a depositary of an ICVC and a trustee of an AUT, where such ICVC or AUT is a UCITS scheme as set out in COLL 5.5.2 R (Table of application).

01/04/2004

Table of application

COLL 5.5.2

This table belongs to COLL 5.5.1 R.

Rule

ICVC

ACD

Manager of an AUT

Depositary of an ICVC

Trustee of an AUT

5.5.3R

5.5.4R(1) to (3)

5.5.4R(4)&(5)

5.5.4R(6)

5.5.4R(7)

5.5.4R(8)

5.5.5R(1) to (3)

5.5.5R(4)

5.5.6R(1)&(2)

5.5.6R(3)

5.5.7R(1)-(3)

5.5.7R(4)

5.5.8R

5.5.9R

5.5.10G

Note: x means "applies"

01/04/2004

Cash and near cash

COLL 5.5.3

(1) Cash and near cash must not be retained in the scheme property except to the extent that this may reasonably be regarded as necessary in order to enable:

(a) the pursuit of the scheme's investment objectives; or

(b) redemption of units; or

(d) other purposes which may reasonably be regarded as ancillary to the investment objectives of the authorised fund.

(2) During the period of the initial offer the scheme property may consist of cash and near cash without limitation.

01/04/2004

General power to borrow

COLL 5.5.4

(1) The ICVC or trustee (on the instructions of the manager ) may, in accordance with this rule and COLL 5.5.5 R (Borrowing limits), borrow money for the use of the authorised fund on terms that the borrowing is to be repayable out of the scheme property.

(2) Paragraph (1) is subject to the obligation of the authorised fund to comply with any restriction in the instrument constituting the scheme.

(3) The ICVC or trustee may borrow under (1) only from an eligible institution or an approved bank.

(4) The authorised fund manager must ensure that any borrowing is on a temporary basis and that borrowings are not persistent, and for this purpose the authorised fund manager must have regard in particular to:

(a) the duration of any period of borrowing; and

(b) the number of occasions on which resort is had to borrowing in any period.

(5) In addition to complying with (4), the authorised fund manager must ensure that no period of borrowing exceeds three months, whether in respect of any specific sum or at all, without the prior consent of the depositary.

(6) The depositary may only give its consent as required under (5) on such conditions as appear to the depositary appropriate to ensure that the borrowing does not cease to be on a temporary basis only.

(7) This rule does not apply to "back to back" borrowing under COLL 5.3.5 R (2) (Borrowing).

(8) An ICVC must not issue any debenture unless it acknowledges or creates a borrowing that complies with (1) to (6)

01/04/2004

Borrowing limits

COLL 5.5.5

(1) The authorised fund manager must ensure that the authorised fund's borrowing does not, on any day, exceed 10% of the value of the scheme property.

(2) This rule does not apply to "back to back" borrowing under COLL 5.3.5 R (2)(Borrowing).

(3) In this rule, borrowing includes, as well as borrowing in a conventional manner, any other arrangement (including a combination of derivatives) designed to achieve a temporary injection of money into the scheme property in the expectation that the sum will be repaid.

(4) For an ICVC, borrowing does not include any arrangement for the ICVC to pay to a third party (including the ACD) any costs which the ICVC is entitled to amortise under the rules in this sourcebook and which were paid on behalf of the ICVC by the third party.

01/04/2004

Restrictions on lending of money

COLL 5.5.6

(1) None of the money in the scheme property of an authorised fund may be lent and, for the purposes of this prohibition, money is lent by an authorised fund if it is paid to a person ("the payee") on the basis that it should be repaid, whether or not by the payee.

(2) Acquiring a debenture is not lending for the purposes of (1); nor is the placing of money on deposit or in a current account.

(3) Paragraph (1) does not prevent an ICVC from providing an officer of the ICVC with funds to meet expenditure to be incurred by him for the purposes of the ICVC (or for the purposes of enabling him properly to perform his duties as an officer of the ICVC) or from doing anything to enable an officer to avoid incurring such expenditure.

01/04/2004

Restrictions on lending of property other than money

COLL 5.5.7

(1) The scheme property of an authorised fund other than money must not be lent by way of deposit or otherwise.

(2) Transactions permitted by COLL 5.4 (Stock lending) are not to be regarded as lending for the purposes of (1).

(3) The scheme property must not be mortgaged.

(4) Nothing in this rule prevents the ICVC or the depositary at the request of the ICVC, or the trustee at the request of the manager , from lending, depositing, pledging or charging scheme property for margin requirements where transactions in derivatives or forward transactions are used for the account of the authorised fund in accordance with any other of the rules in this chapter.

01/04/2004

General power to accept or underwrite placings

COLL 5.5.8

(1) Any power in this chapter to invest in transferable securities may be used for the purpose of entering into transactions to which this rule applies, subject to compliance with any restriction in the instrument constituting the scheme.

(2) This rule applies to any agreement or understanding which:

(a) is an underwriting or sub-underwriting agreement; or

(b) contemplates that securities will or may be issued or subscribed for or acquired for the account of the authorised fund.

(3) Paragraph (2) does not apply to:

(a) an option; or

(b) a purchase of a transferable security which confers a right to:

(i) subscribe for or acquire a transferable security; or

(ii) convert one transferable security into another.

(4) The exposure of an authorised fund to agreements and understandings within (2) must, on any day, be:

(a) covered under COLL 5.3.3 R (Cover for transactions in derivatives and forward transactions); and

(b) such that, if all possible obligations arising under them had immediately to be met in full, there would be no breach of any limit in this chapter.

01/04/2004

Guarantees and indemnities

COLL 5.5.9

(1) An ICVC or a depositary for the account of an authorised fund must not provide any guarantee or indemnity in respect of the obligation of any person.

(2) None of the scheme property of an authorised fund may be used to discharge any obligation arising under a guarantee or indemnity with respect to the obligation of any person.

(3) Paragraphs (1) and (2) do not apply to:

(a) any indemnity or guarantee given for margin requirements where the derivatives or forward transactions are being used in accordance with the rules in this chapter; and

(b) for an ICVC:

(i) an indemnity falling within the provisions of regulation 62(3) of the OEIC Regulations (Exemptions from liability to be void);

(ii) an indemnity (other than any provision in it which is void under regulation 62 of the OEIC Regulations) given to the depositary against any liability incurred by it as a consequence of the safekeeping of any of the scheme property by it or by anyone retained by it to assist it to perform its function of the safekeeping of the scheme property; and

(iii) an indemnity given to a person winding up a scheme if the indemnity is given for the purposes of arrangements by which the whole or part of the property of that scheme becomes the first property of the ICVC and the holders of units in that scheme become the first unitholders in the ICVC; and

(c) for an AUT, an indemnity given to a person winding up a body corporate or other scheme in circumstances where those assets are becoming part of the scheme property by way of a unitisation.

01/04/2004

Guidance on restricting payments

COLL 5.5.10

COLL 6.7.15 R (Payment of liabilities on transfer of assets) and COLL 6.4.7 R (Payments out of scheme property) contain provisions restricting payments out of scheme property.

01/04/2004

COLL 5.6

Investment powers and borrowing limits for non - UCITS retail schemes

01/12/2004

Application

COLL 5.6.1

(1) This section applies to the authorised fund manager and the depositary of a non-UCITS retail scheme and to an ICVC which is a non-UCITS retail scheme.

(2) Where this section contains a reference to a rule in any of COLL 5.1 to COLL 5.5 , these rules and any rules to which they refer or any relevant guidance should be read as if any reference to a UCITS scheme is to a non-UCITS retail scheme.

01/04/2004

Explanation of COLL 5.6

COLL 5.6.2

(1) This section contains rules on the types of permitted investments and any relevant limits with which non-UCITS retail schemes must comply. These rules allow for the relaxation of certain investment and borrowing powers from the requirements of the UCITS Directive. Consequently, a scheme authorised as a non-UCITS retail scheme will not qualify for the cross border passporting rights conferred by the UCITS Directive on a UCITS scheme .

(2) Some examples of the different investment and borrowing powers under the rules in this section for non-UCITS retail schemes are the power to:

(a) invest not more than 10% of the value of scheme property in transferable securities or money-market instruments issued by any single body;

(b) invest in up to 20% in aggregate of the value of the scheme property in transferable securities which are not approved securities and unregulated schemes;

(d) include gold in the scheme property (up to a limit of 10% of the value of the scheme property);

(e) include immovables in the scheme property; and

(f) borrow on a non-temporary basis without any specific time limit as to repayment of the borrowing.

01/04/2004

Prudent spread of risk

COLL 5.6.3

(1) An authorised fund manager must ensure that, taking account of the investment objectives and policy of the non-UCITS retail scheme as stated in its most recently published prospectus, the scheme property of the non-UCITS retail scheme aims to provide a prudent spread of risk

(2) The rules in this section relating to spread of investments do not apply during any period in which it is not reasonably practical to comply, provided that (1) is complied with during such period.

01/04/2004

Investment powers: general

COLL 5.6.4

(1) The scheme property of a non-UCITS retail scheme may, subject to the rules in this section, comprise any assets or investments to which it is dedicated.

(2) For an ICVC, the scheme property may also include movable or immovable property that is necessary for the direct pursuit of the ICVC's business of investing in those assets or investments.

(3) The scheme property must be invested only in accordance with the relevant provisions in this section that are applicable to that non-UCITS retail scheme and within any upper limit specified in this section.

(4) The instrument constituting the scheme may restrict the investment powers of a scheme further than the relevant restrictions in this section.

(5) The scheme property may only, except where otherwise provided in the rules in this section, consist of any one or more of:

(a) transferable securities;

(b) money-market instruments;

(d) derivatives and forward transactions permitted under COLL 5.6.13 R (Permitted transactions (derivatives and forwards));

(e) deposits permitted under COLL 5.2.26 R (Investment in deposits);

(f) immovables permitted under COLL 5.6.18 R (Investment in property) and COLL 5.6.19 R (Investment limits for immovables); and

(g) gold up to a limit of 10% in value of the scheme property.

01/04/2004

Transferable securities and money-market instruments

COLL 5.6.5

Transferable securities and money-market instruments held within a non-UCITS retail scheme must:

(1) be admitted to or dealt in on an eligible market within COLL 5.2.10 R (Eligible markets: requirements);and

(2) subject to a limit of 20% in value of the scheme property be:

(a) transferable securities which are not approved securities; or

(b) money-market instruments which are liquid and have a value which can be determined accurately at any time.

01/04/2004

Valuation

COLL 5.6.6

In this section the value of the scheme property means the value of the scheme property determined in accordance with COLL 5.2.5 R (Valuation).

01/04/2004

Spread: general

COLL 5.6.7

(1) This rule does not apply in respect of government and public securities.

(2) Not more than 20% in value of the scheme property is to consist of deposits with a single body.

(3) Not more than 10% in value of the scheme property is to consist of transferable securities or money-market instruments issued by any single body subject to COLL 5.6.23 R (Schemes replicating an index).

(4) In applying (3) certificates representing certain securities are to be treated as equivalent to the underlying security.

(5) The exposure to any one counterparty in an OTC derivative transaction must not exceed 10% in value of the scheme.

(6) Except for a feeder fund not more than 35% in value of the scheme is to consist of the units of any one scheme.

01/04/2004

Spread: government and public securities

COLL 5.6.8

(1) This rule applies in respect of government and public securities.

(2) The requirements in COLL 5.2.12 R (Spread: government and public securities) apply to investment in government and public securities by a non-UCITS retail scheme.

01/04/2004

Investment in warrants and nil and partly paid securities

COLL 5.6.9

A non-UCITS retail scheme must not invest in warrants, and nil and partly paid securities unless the investment complies with the conditions in COLL 5.2.17 R (Investment in warrants and nil and partly paid securities).

01/04/2004

Investment in collective investment schemes

COLL 5.6.10

A non-UCITS retail scheme must not invest in units in a collective investment scheme (second scheme) unless the second scheme meets each of the requirements at (1) to (4):

(1) the second scheme:

(a) satisfies the conditions necessary for it to enjoy the rights conferred by the UCITS Directive; or

(b) is a non-UCITS retail scheme; or

(d) is constituted outside the United Kingdom and the investment and borrowing powers of which are the same or more restrictive than those of a non-UCITS retail scheme; or

(e) is a scheme not falling within (a) to (d) and in respect of which no more than 20% in value of the scheme property (including any transferable securities which are not approved securities) is invested;

(2) the second scheme operates on the principle of the prudent spread of risk;

(3) the second scheme is prohibited from having more than 15% in value of the property of that scheme consisting of units in collective investment schemes; and

(4) the participants in the second scheme must be entitled to have their units redeemed in accordance with the scheme at a price:

(a) related to the net value of the property to which the units relate; and

(b) determined in accordance with the scheme.

01/04/2004

Investment in associated collective investment schemes

COLL 5.6.11

Units in a scheme do not fall within COLL 5.6.10 R if that scheme is managed or operated by (or, if it is an ICVC, has as its ACD) the authorised fund manager of the investing non-UCITS retail scheme or by an associate of that authorised fund manager, unless:

(1) the prospectus of the investing authorised fund clearly states that the property of that investing fund may include such units; and

(2) the conditions in COLL 5.2.16 R (Investment in other group schemes) are complied with.

01/04/2004

Derivatives: general

COLL 5.6.12

(1) A transaction in derivatives or a forward transaction must not be effected for a non-UCITS retail scheme unless the transaction is:

(a) of a kind specified in COLL 5.2.20 R (Permitted transactions (derivatives and forwards)); and

(b) covered, as required by COLL 5.3.3 R (Cover for transactions in derivatives and forward transactions).

(2) Where a scheme invests in derivatives, the exposure to the underlying assets must not exceed the limits in COLL 5.6.7 R (Spread: general) and COLL 5.6.8 R (Spread: government and public securities) except as provided in (4).

(3) Where a transferable security or money-market instrument embeds a derivative, this must be taken into account for the purposes of calculating any limit in this section.

(4) Where a scheme invests in an index-based derivative, provided the relevant index falls within COLL 5.6.23 R (Schemes replicating an index) the underlying constituents of the index do not have to be taken into account for the purposes of COLL 5.6.7 R and COLL 5.6.8 R.

(5) The relaxation in (4) is subject to the authorised fund manager taking account of COLL 5.6.3 R (Prudent spread of risk).

01/04/2004

Permitted transactions (derivatives and forwards)

COLL 5.6.13

(1) A transaction in a derivative must be within COLL 5.2.20 R (1) (Permitted transactions (derivatives and forwards)) and:

(a) the underlying must be within COLL 5.2.20R (2) or COLL 5.6.4 R (5) (Investment powers: general); and

(b) the exposure to the underlying must not exceed the limits in COLL 5.6.7 R (Spread: general) and COLL 5.6.8 R (Spread: government and public securities).

(2) A transaction in an approved derivative must be effected on or under the rules of an eligible derivatives market.

(3) A transaction in a derivative must not cause a scheme to diverge from its investment objectives as stated in the instrument constituting the scheme and the most recently published prospectus.

(4) transaction in a derivative must not be effected if the intended effect is to create the potential for an uncovered sale of:

(a) transferable securities;

(b) money-market instruments;

(d) derivatives.

(5) Any forward transaction must be made with an eligible institution or an approved bank.

(6) The authorised fund manager must ensure compliance with COLL 5.3.6 R (Continuing nature of limits and requirements).

01/04/2004

Transactions for the purchase or disposal of property

COLL 5.6.14

The requirements of COLL 5.2.21 R (Transactions for the purchase of property) and COLL 5.2.22 R (Requirement to cover sales) apply to non-UCITS retail schemes in the same manner as to UCITS schemes.

01/04/2004

OTC transactions in derivatives

COLL 5.6.15

Any transaction in an OTC derivative under COLL 5.6.13 R (Permitted transactions (derivatives and forwards)) must comply with the requirements of COLL 5.2.23 R (OTC transactions in derivatives).

01/04/2004

Risk management: derivatives and forwards

COLL 5.6.16

An authorised fund manager must use a risk management process enabling it to monitor and measure as frequently as appropriate the risk associated with a non-UCITS retail scheme's derivatives and forwards positions and their contribution to the overall risk profile of the scheme.

01/04/2004

Risk management process

COLL 5.6.17

(1) The risk management process should take account of the investment objectives and policy of the non-UCITS retail scheme as stated in its most recent prospectus.

(2) The depositary should take reasonable care to review the appropriateness of the risk management process in line with its duties under COLL 6.6 (Powers and duties of the scheme, the authorised fund manager and the depositary), as appropriate.

(3) An authorised fund manager is expected to demonstrate more sophistication in its risk management process for a non-UCITS retail scheme with a complex risk profile than for one with a simple risk profile. In particular, the risk management process should take account of any characteristic of non-linear dependence in the value of a position to its underlying.

(4) An authorised fund manager should take reasonable care to establish and maintain such systems and controls as are appropriate to its business as required by SYSC 3.1 (Systems and controls).

(5) The risk management process should enable the analysis required by COLL 5.6.16 R (Risk management: derivatives and forwards) to be undertaken at least daily or at each valuation point whichever is the more frequent.

01/04/2004

Investment in property

COLL 5.6.18

(1) Any investment in land or a building held within the scheme property of a non-UCITS retail scheme must be an immovable within (2) to (5).

(2) An immovable must:

(a) be situated in a country or territory identified in the prospectus for the purpose of this rule; and

(b) if situated in:

(i) England and Wales or Northern Ireland, be a freehold or leasehold interest; or

(ii) Scotland, be any interest or estate in or over land or heritable right including a long lease; or

(c) if not situated in the jurisdictions referred to in (b)(i) or (ii), be equivalent to any of the interests in (b)(i) or (ii)

(3) The authorised fund manager must have taken reasonable care to determine that the title to the immovable is a good marketable title.

(4) The manager or the ICVC must:

(a) have received a report from an appropriate valuer which:

(i) contains a valuation of the immovable (with and without any relevant subsisting mortgage); and

(ii) states that in the appropriate valuer's opinion the immovable would, if acquired by the scheme, be capable of being disposed of reasonably quickly at that valuation; or

(b) have received a report from an appropriate valuer as required by (4)(a)(i) and stating that:

(i) the immovable is adjacent to or in the vicinity of another immovable included in the scheme property or is another legal interest as defined in (2)(b) or (c) in an immovable which is already included in the scheme property; and

(ii) in the opinion of the appropriate valuer, the total value of both immovables would at least equal the sum of the price payable for the immovable and the existing value of the other immovable.

(5) An immovable must:

(a) be bought or be agreed by enforceable contract to be bought within six months after receipt of the report of the appropriate valuer under (4);

(b) not be bought, if it is apparent to the authorised fund manager that the report in (a) could no longer reasonably be relied upon; and

(6) Any furniture, fittings or other contents of any building may be regarded as part of the relevant immovable.

(7) An appropriate valuer must be a person who:

(a) has knowledge of and experience in the valuation of immovables of the relevant kind in the relevant area;

(b) is qualified to be a standing independent valuer of a non-UCITS retail scheme or is considered by the scheme's standing independent valuer to hold an equivalent qualification;

(c) is independent of the ICVC, the depositary and each of the directors of the ICVC or of the manager and trustee of the AUT; and

(d) has not engaged himself or any of his associates in relation to the finding of the immovable for the scheme or the finding of the scheme for the immovable.

01/04/2004

Investment limits for immovables

COLL 5.6.19

The following limits apply in respect of immovables held as part of scheme property of a scheme:

(1) not more than 15% in value of the scheme property is to consist of any one immovable;

(2) in (1), immovables within COLL 5.6.18 R (4) (b) (Investment in property) must be regarded as one immovable;

(3) the figure of 15% in (1) may be increased to 25% once the immovable has been included in the scheme property in compliance with (1);

(4) the income receivable from any one group in any accounting period must not be attributable to immovables comprising;

(a) more than 25%; or

(b) in the case of a government or public body more than 35%;

of the value of the scheme property;

(5) not more than 20% in value of the scheme property is to consist of mortgaged immovables and any mortgage must not secure more than 100% of the value in COLL 5.6.18 R (4) (on the assumption the immovable is not mortgaged);

(6) an immovable may be mortgaged up to 100% of the value in (4) provided that no more than 20% of the value of the scheme property consists of such immovables and any transferable securities which are not approved securities;

(7) not more than 50% in value of the scheme property is to consist of immovables which are unoccupied and non-income producing or in the course of substantial development, redevelopment or refurbishment; and

(8) no option may be granted to a third party to buy any immovable comprised in the scheme property unless the value of the relevant immovable does not exceed 20% of the value of the scheme property together with, where appropriate, the value of investments in:

(a) unregulated collective investment schemes; and

(b) any transferable securities which are not approved securities.

01/04/2004

Standing independent valuer and valuation

COLL 5.6.20

(1) The following requirements apply in relation to the appointment of a valuer:

(a) the authorised fund manager must ensure that any immovables in the scheme property are valued by an appropriate valuer (standing independent valuer) appointed by the authorised fund manager; and

(b) the appointment must be made with the approval of the trustee or depositary at the outset and upon any vacancy.

(2) The standing independent valuer in (1) must be:

(a) for an AUT, independent of the manager and trustee; and

(b) for an ICVC, independent of the ICVC, the directors and the depositary.

(3) The following requirements apply in relation to the functions of the standing independent valuer:

(a) the authorised fund manager must ensure that the standing independent valuer values all the immovables held within the scheme property, on the basis of a full valuation with physical inspection (including, where the immovable is or includes a building, internal inspection), at least once a year;

(b) for the purposes of (a) any inspection in relation to adjacent properties of a similar nature may be limited to that of only one such representative property;

(c) the authorised fund manager must ensure that the standing independent valuer values the immovables, on the basis of a review of the last full valuation, at least once a month;

(d) if either the authorised fund manager or the depositary becomes aware of any matters that appear likely to:

(i) affect the outcome of a valuation of an immovable; or

(ii) cause the valuer to decide to value under (a) instead of under (c);

it must immediately inform the standing independent valuer of that matter;

(e) the authorised fund manager must use its best endeavours to ensure that any other affected person reports to the standing independent valuer immediately upon that person becoming aware of any matter within (d); and

(f) any valuation by the standing independent valuer must be on the basis of an 'Open Market value' as defined in Practice Statement 3 in the Royal Institute of Chartered Surveyors' Appraisal and Valuation Manual (first edition published September 1995) but subject to COLL 6.3 (Valuation and pricing).

(4) In relation to an immovable:

(a) any valuation under COLL 6.3 (Valuation and pricing) has effect, until the next valuation under that rule, for the purposes of the value of immovables; and

(b) an agreement to transfer an immovable or an interest in an immovable is to be disregarded for the purpose of the valuation of the scheme property unless it reasonably appears to the authorised fund manager to be legally enforceable.

01/04/2004

Stock lending

COLL 5.6.21

A non-UCITS retail scheme may undertake stock lending in accordance with COLL 5.4 (Stock lending).

01/04/2004

Cash, borrowing, lending and other provisions

COLL 5.6.22

The following rules in Chapter 5 apply to a non-UCITS retail scheme:

(1) COLL 5.2.7 R (Transferable securities);

(2) COLL 5.5.1 R(Application);

(3) COLL 5.5.3 R (Cash and near cash);

(4) COLL 5.5.4 R (1), COLL 5.5.4 R (2), COLL 5.5.4 R (3) and COLL 5.5.4R (8) (General power to borrow);

(5) COLL 5.5.5 R (1) , COLL 5.5.5 R (2) and COLL 5.5.5 R (4) (Borrowing limits);

(6) COLL 5.5.6 R (Restrictions on lending of money) ;

(7) COLL 5.5.7 R (1) and COLL 5.5.7 R (2) (Restrictions on lending of property other than money);

(8) COLL 5.5.8 R (General power to accept or underwrite placings); and

(9) COLL 5.5.9 R (Guarantees and indemnities).

01/04/2004

Schemes replicating an index

COLL 5.6.23

(1) A non-UCITS retail scheme may invest up to 20% in value of the scheme property in shares and debentures which are issued by the same body where the aim of the investment policy of that scheme as stated in its most recently published prospectus is to replicate the performance or composition of an index within (2).

(2) The index must:

(a) have a sufficiently diversified composition;

(b) be a representative benchmark for the market to which it refers; and

(3) The limit in (1) may be raised for a particular scheme up to 35% in value of the scheme property, but only in respect of one body and where justified by exceptional market conditions.

01/04/2004

Non-UCITS retail schemes that are umbrellas

COLL 5.6.24

(1) In relation to a scheme which is an umbrella, the provisions in this section apply to each sub-fund as they would for a non-UCITS retail scheme.

(2) A sub-fund must not invest in another sub-fund of the same umbrella.

01/04/2004

COLL 6

Operating duties and responsibilities

COLL 6.1

Introduction and Application

01/12/2004

Application

COLL 6.1.1

This chapter applies to:

(1) an authorised fund manager of an AUT or an ICVC;

(2) any other director of an ICVC;

(3) a depositary of an AUT or an ICVC; and

(4) an ICVC,

where such AUT or ICVC is a UCITS scheme or a non-UCITS retail scheme.

01/04/2004

Purpose

COLL 6.1.2

This chapter helps in achieving the regulatory objective of protecting consumers. It provides the operating framework within which the authorised fund must be operated on a day-to-day basis to ensure that clients are treated fairly when they become, remain or as they cease to be unitholders.

01/04/2004

Explanation of this chapter

COLL 6.1.3

(1) The authorised fund manager operates the scheme on a day-to-day basis. Its operation is determined by the rules in this chapter, which require appropriate powers in the instrument constituting the scheme or refer to the need to state the relevant operating procedures in the prospectus of the scheme.

(2) The authorised fund manager does not necessarily have to carry out all the activities it is responsible for and may delegate functions to other persons. The rules in this chapter set out the parameters of such delegation.

(3) The depositary's duty is, generally speaking, to ensure the safe custody of scheme property and to oversee certain functions of the authorised fund manager (most notably the pricing and dealing function and investment powers). The oversight responsibilities for a trustee of an AUT are similar to, but not the same as, the oversight responsibilities of the depositary of an ICVC. These differences result from the different legal structure of the authorised funds and the trustee's obligations under trust law.

01/04/2004

COLL 6.2

Dealing

01/12/2004

Application

COLL 6.2.1

This section applies to an authorised fund manager, a depositary, an ICVC and any other director of an ICVC.

01/04/2004

Purpose

COLL 6.2.2

(1) This section helps in achieving the regulatory objective of securing an appropriate degree of protection for consumers. In accordance with Principle 6, this section is also concerned with ensuring the authorised fund manager pays due regard to its clients' interests and treats them fairly.

(2) An authorised fund manager is responsible for arranging for the issue and the cancellation of units for the authorised fund, and is permitted to sell and redeem units for its own account. The rules in this section are intended to ensure that the authorised fund manager treats the authorised fund fairly when arranging for the issue or cancellation of units, and treats clients fairly when they purchase or sell units.

(3) This section also sets out common standards for how the amounts in relation to unit transactions are to be paid. These arrangements include the initial offer of units, the exchange of units for scheme property and issues and cancellations of units by an ICVC, or by the trustee of an AUT, carried out directly with the unitholder.

(4) This section also sets out rules and guidance relating to the authorised fund manager's controls over the issue and cancellation of units including any box holdings.

(5) The requirements in this section are to be applied separately to each sub-fund of a scheme which is an umbrella, and, if appropriate, the currency of a sub-fund may be used instead of the base currency of the umbrella.

01/04/2004

Initial offers

COLL 6.2.3

(1) During the initial offer period, units may only be issued at the initial price.

(2) The length of any initial offer should not be unreasonable when considered alongside the characteristics of the authorised fund.

(3) The authorised fund manager must, as soon as practicable after receiving the initial price from the purchaser and no later than the fourth business day following the end of the initial offer, pay the depositary the initial price of any unit it has agreed to sell during the period of the initial offer.

(4) The period of the initial offer comes to an end if the authorised fund manager reasonably believes the price that would reflect the current value of the scheme property would vary by more than 2% from the initial price.

01/04/2004

Initial offer: guidance

COLL 6.2.4

(1) Details of any initial offer period must be provided in the relevant prospectus as described in COLL 4.2.5R (17)(h) (Table: contents of the prospectus).

(2) It may be appropriate that the initial offer for a scheme operating limited issue or limited redemption arrangements, or intending to invest in illiquid assets, is longer than one for a scheme which does not have these features.

01/04/2004

Issue and cancellation of units by an ICVC

COLL 6.2.5

(1) Units in an ICVC are issued or cancelled by the ACD making a record of the issue or cancellation and of the number of the units of each class concerned, and cannot be issued or cancelled in any other manner, unless COLL 3.2.6R (11) (Table: contents of the instrument constituting the scheme) applies.

(2) The time of the issue or cancellation under (1) is the time when the record is made.

01/04/2004

Issue and cancellation of units in an AUT

COLL 6.2.6

(1) The trustee must issue or cancel units in an AUT when instructed by the manager.

(2) Any instructions given by the manager must state, for each class of unit to be issued or cancelled, the number to be issued or cancelled, expressed either as a number of units or as an amount in value (or as a combination of the two).

(3) If the trustee is of the opinion that it is not in the interests of unitholders that any units should be issued or cancellation or that to do so would not be in accordance with the trust deed or prospectus, it must notify the manager of that fact and it is then relieved of the obligation to issue or cancel those units.

01/04/2004

Issue and cancellation of units through an authorised fund manager

COLL 6.2.7

(1) The authorised fund manager may require, on agreement with the depositary, or may permit, on the request of the investor, direct issues and cancellations of units by an ICVC or by the trustee of an AUT.

(2) If (1) applies:
(a) the instrument constituting the scheme must provide for this; and
(b) the prospectus must provide details of the procedure to be followed which must be consistent with the rules in this section.

01/04/2004

Controls over the issue and cancellation of units

COLL 6.2.8

(1) An authorised fund manager must ensure that at each valuation point there are at least as many units in issue of any class as there are units registered to unitholders for that class.

(2) An authorised fund manager must not:

(a) for an AUT, when giving instructions to the depositary for the issue or cancellation of units; or

(b) for an ICVC, when arranging for the issue or cancellation of units;

do, or omit to do, anything which would, or might, confer on himself or an associate a benefit or advantage at the expense of a unitholder or a potential unitholder.

(3) For the purpose of (1), the authorised fund manager may take into account instructions to redeem units at the following valuation point received before any time agreed with the depositary for such purpose.

01/04/2004

Controls over the issue and cancellation of units - guidance

COLL 6.2.9

(1) As the authorised fund manager normally controls the issue, cancellation, sale and redemption of an authorised fund's units, it occupies a position that could, without appropriate systems and controls, involve a conflict of interest between itself and its clients.

(2) SYSC 3.1.1 R (Systems and controls) requires that a firm take reasonable care to establish and maintain such systems and controls as are appropriate to its business and Principle 8 requires a firm to manage conflicts of interest between itself and a customer fairly.

(3) To manage the conflict of interest that arises, when an authorised fund manager gives an instruction to issue or cancel units, the price of the units should be calculated at the valuation point before or after the instruction has been given, in accordance with (4).

(4) An authorised fund manager should agree a period of time with the depositary during which it will give instructions to issue or cancel units. Where the authorised fund manager operates a box with the principal aim of making a profit, this period will be short (for example, two hours); otherwise a longer period (for example, up to the next valuation point but in all cases within 24 hours) may be acceptable, provided the principles in (2) are followed.

(5) The last valuation point should be used for the pricing of units where instructions are given before the expiry of the period of time agreed in (4); otherwise the next valuation point should be used.

(6) Where an in specie issue or cancellation occurs it should be undertaken using the next valuation point's price.

01/04/2004

Modification to number of units issued or cancelled

COLL 6.2.10

(1) Any instruction for the issue or cancellation of units under COLL 6.2.5 R (Issue and cancellation of units by an ICVC) or COLL 6.2.6 R (Issue and cancellation of units in an AUT) may be modified but only if the depositary agrees and has taken reasonable care to determine that:

(a) the modification corrects an error in the instruction; and

(b) the error is an isolated one.

(2) Any error in (1) must be corrected within the payment period applicable under COLL 6.2.13 R (Payment for units issued) or COLL 6.2.14 R (Payment for cancelled units).

01/04/2004

Compensation for box management errors

COLL 6.2.11

(1) Where the authorised fund manager has not complied with COLL 6.2.8 R (1) (Controls over the issue and cancellation of units), it must correct the error as soon as possible and must reimburse the authorised fund any costs it may have incurred in correcting the position.

(2) The authorised fund manager need not reimburse the authorised fund when:

(a) the amount under (1) is not, in the depositary's opinion, material to the authorised fund;

(b) the authorised fund manager can demonstrate that it has effective controls in place over box management, including all of the areas that affect the figures which are included in the box management calculations; and

01/04/2004

Box management errors guidance

COLL 6.2.12

Explanatory table: This table belongs to COLL 6.2.2 G (4) (Purpose).

Correction of box management errors

Controls by authorised fund managers

An authorised fund manager needs to be able to demonstrate that it has effective controls over:

(1)

its calculations of what units are owned by it (its 'box'); and

(2)

compliance with COLL 6.2.8 R which is intended to prevent a negative box.

Controls by depositaries

(1)

Under COLL 6.6.4 (General duties of the depositary), a depositary should take reasonable care to ensure that a scheme is managed in accordance with COLL 6.2 (Dealing) and COLL 6.3 (Pricing and valuation).

(2)

A depositary should therefore make a regular assessment of the authorised fund manager's box management procedures (including supporting systems) and controls. This should include reviewing the authorised fund manager's controls and procedures when the depositary assumes office, on any significant change and on a regular basis, to ensure that a series of otherwise minor changes do not have a cumulative and a significant effect on the accuracy of the controls and procedures.

Recording and reporting of box management errors

(1)

An authorised fund manager should record all errors which result in a breach of COLL 6.2.8 R (Controls over the issue and cancellation of units) and as soon as an error is discovered, the authorised fund manager should report the fact to the depositary, together with details of the action taken, or to be taken, to avoid repetition of the error.

(2)

A depositary should report material box management errors to the FSA immediately. Materiality should be determined by taking into account a number of factors including:

(a) the implications of the error for the sufficiency of controls put into place by the authorised fund manager; (b) the significance of any breakdown in the authorised fund manager's management controls or other checking procedures; (c) the significance of any failure of systems or back-up arrangements; (d) the duration of an error; and (e) the level of compensation due to the scheme, and an authorised fund manager's ability (or otherwise) to meet claims for compensation in full.

(3)

A depositary should also make a return to the FSA (in the manner prescribed by SUP 16.6.8 R) on a quarterly basis.

01/04/2004

Payment for units issued

COLL 6.2.13

(1) The authorised fund manager must, by the close of business on the fourth business day following the issue of any units arrange for payment of the value of the units issued and any payment required under COLL 6.3.7 R (SDRT provision) and COLL 6.3.8 R (Dilution) to the trustee or the ICVC.

(2) The authorised fund manager must make the payment referred to in (1) in cash or cleared funds unless COLL 6.2.15 R (In specie issue and cancellation) applies.

(3) Where the authorised fund manager has not complied with (1), it must reimburse the authorised fund for any lost interest unless the amount involved is not, in the depositary's opinion, material to the authorised fund.

01/04/2004

Payment for cancelled units

COLL 6.2.14

(1) On cancelling units the authorised fund manager must, before the expiry of the fourth business day following the cancellation of the units or, if later, as soon as practicable after delivery to the trustee or the ICVC of such evidence of title to the units as it may reasonably require, require the depositary to pay the price of the units (less any deduction required under COLL 6.3.7 R and COLL 6.3.8 R) to the authorised fund manager or, where relevant, the unitholder or, for a relevant pension scheme, in accordance with the relevant provisions of the trust deed.

(2) If the authorised fund manager has not ensured that the scheme property includes or will include sufficient cash in the appropriate currency (or a sufficient facility to borrow without infringing any restriction in COLL 5 (Investment and borrowing powers)) within the period in (1), that period is extended, for any relevant currency, until the shortage is rectified.

(3) If (2) applies, the authorised fund manager must take reasonable steps to rectify the currency shortage as quickly as possible.

(4) This rule does not apply where COLL 6.2.15 R is in operation.

(5) Nothing in this section requires an ICVC, a depositary or an authorised fund manager to part with money or to transfer scheme property for a cancellation or redemption of units where any money due on the earlier issue or sale of those units has not been received.

01/04/2004

In specie issue and cancellation

COLL 6.2.15

The depositary may take into or pay out of scheme property assets other than cash as payment for the issue or cancellation of units but only if:

(1) it has taken reasonable care to ensure that the property concerned would not be likely to result in any material prejudice to the interests of unitholders; and

(2) the instrument constituting the scheme so provides.

01/04/2004

Sale and redemption

COLL 6.2.16

(1) In accordance with COLL 4.2.5R (17) (Table: contents of the prospectus), the authorised fund manager must describe the arrangements for the sale and redemption of units in the prospectus.

(2) The authorised fund manager must, at all times during the dealing day, be willing to effect the sale of units in the authorised fund, in accordance with the conditions in the instrument constituting the scheme and the prospectus unless:

(a) it has reasonable grounds to refuse such sale; or

(b) the issue of units is prevented under COLL 6.2.18 R (Limited issue).

(3) Subject to COLL 6.2.19 R (Limited redemption) and COLL 6.2.21 R (Deferred redemption), the authorised fund manager must, at all times during the dealing day, on request of any qualifying unitholder, effect the redemption of units in accordance with the conditions in the instrument constituting the scheme and the prospectus unless it has reasonable grounds to refuse such redemption.

(4) On agreeing to a redemption of units in (3), the authorised fund manager must pay the unitholder the appropriate proceeds of redemption within the period specified in (5) unless the authorised fund manager has reasonable grounds for withholding all or any part of the proceeds.

(5) The period in (4) expires at the close of business on the fourth business day following the later of:

(a) the valuation point at which the price for the redemption was determined; or

(b) the time when the authorised fund manager has all the duly executed instruments and authorisations to effect (or enable the authorised fund manager to effect) the transfer of title to the units.

(6) Except where (7) applies, and subject to COLL 6.2.21 R (Deferred redemption), the authorised fund manager must sell or redeem units at a price determined no later than the end of the business day immediately following the receipt and acceptance of an instruction to do so, or at the next valuation point for the purposes of buying or selling units if later (or, for a sale or redemption at an historic price, at the price determined at the last valuation point).

(7) Where the authorised fund operates limited redemption arrangements, the authorised fund manager must sell or redeem units at a price determined no later than the expiry of a period of 185 days from the date of the receipt and acceptance of the instruction to sell or redeem.

(8) The authorised fund manager must not sell a unit for more than the price of a unit of the relevant class at the relevant valuation point, to which may be added any preliminary charge permitted and any payment required under COLL 6.3.7 R and COLL 6.3.8 R.

(9) The authorised fund manager must not redeem a unit for less than the price of a unit of the relevant class at the relevant valuation point, less any redemption charge permitted and any deduction under COLL 6.3.7 R and COLL 6.3.8 R.

(10) Paragraphs (4), (5) and (9) do not apply where the authorised fund manager is buying units as principal on an investment exchange (for an AUT in accordance with a power in the trust deed) and settlement will be made in accordance with the rules of that exchange.

01/04/2004

Sale and redemption: guidance

COLL 6.2.17

(1) The prospectus of an authorised fund that does not operate on the basis of historic prices may allow the authorised fund manager to identify a point in time in advance of a valuation point (a cut-off point) after which it will not accept instructions to sell or redeem units at that valuation point. In order to protect customers' interests, the cut-off point should be no earlier than the close of business on the business day before the valuation point it relates to. If there is more than one valuation point in a day the cut-off should not be before any previous valuation point.

(2) Where the authorised fund operates limited redemption arrangements, the cut-off point may reflect the expected length of time required to undertake transactions in the underlying investments provided the 185 day limit in COLL 6.2.16 R (7) (Sale and redemption) is complied with.

(3) Where (1) applies, different cut-off points may be used to differentiate between the methods of submitting instructions to sell or redeem to the authorised fund manager but not to differentiate between unitholders or potential unitholders.

01/04/2004

Limited issue

COLL 6.2.18

(1) If an authorised fund limits the issue of any class of unit, the prospectus of an authorised fund must provide for the circumstances and conditions when units will be issued.

(2) Where (1) applies, the authorised fund manager may not provide for the further issue of units unless, at the time of the issue, he is satisfied on reasonable grounds that the proceeds of that subsequent issue can be invested without compromising the scheme's investment objective or materially prejudicing existing unitholders.

(3) Within a scheme, unit classes may operate different arrangements for the issue of units provided there is no prejudice to the interests of any unitholder.

01/04/2004

Limited redemption

COLL 6.2.19

(1) The instrument constituting the scheme and the prospectus of a non-UCITS retail fund that invests substantially in approved immovables, or whose investment objective is to provide a specified level of return, may provide for limited redemption arrangements appropriate to its aims and objectives.

(2) Where (1) applies, the scheme must provide for redemptions at least once in every six months.

(3) Within a scheme, unit classes may operate different arrangements for redemption of units provided there is no prejudice to the interests of any unitholder.

01/04/2004

Limited redemption: guidance

COLL 6.2.20

The conditions for limited redemption arrangements in COLL 6.2.19 R should be considered, for AUTs as well as for ICVCs, in conjunction with PERG 9 (Meaning of an open-ended investment company) and PERG 9.8 (The investment condition: the 'expectation test' (section 236(3)(a) of the Act)).

01/07/2005

Deferred redemption

COLL 6.2.21

(1) The instrument constituting the scheme and the prospectus of an authorised fund which has at least one valuation point on each business day, may permit deferral of redemptions at a valuation point to the next valuation point where the requested redemptions exceed 10%, or some other reasonable proportion disclosed in the prospectus, of the authorised fund's value.

(2) Any deferral of redemptions under (1) must be undertaken in accordance with the procedures explained in the prospectus which must ensure:

(a) the consistent treatment of all unitholders who have sought to redeem units at any valuation point at which redemptions are deferred; and

(b) that all deals relating to an earlier valuation point are completed before those relating to a later valuation point are considered.

01/04/2004

Deferred redemption: guidance

COLL 6.2.22

In times of high levels of redemption, deferred redemption will enable the authorised fund manager to protect the interests of continuing unitholders by allowing it to match the sale of scheme property to the level of redemptions. This should reduce the impact of dilution on the scheme.

01/04/2004

COLL 6.3

Valuation and pricing

01/12/2004

Application

COLL 6.3.1

This section applies to an authorised fund manager, a depositary, an ICVC and any other director of an ICVC.

01/04/2004

Purpose

COLL 6.3.2

(1) In accordance with Principle 6, this section is intended to ensure that the authorised fund manager pays due regard to its clients' interests and treats them fairly.

(2) An authorised fund manager is responsible for valuing the scheme property of the authorised fund it manages and for calculating the price of units in the authorised fund. This section protects clients by:

(a) setting out rules and guidance to ensure the price of units in an authorised fund is calculated fairly and regularly;

(b) allowing for the authorised fund manager to mitigate the effects of any dilution (reduction) in the value of the scheme property by:

(i) payment of stamp duty reserve tax (SDRT) in relation to certain unit transactions; and

(ii) buying and selling underlying investments as a result of the issue or cancellation of units;

(c) making appropriate provision to ensure clients are treated fairly where units are being dealt with at a known (historic) price; and

(d) ensuring that the price is made public in an appropriate manner.

(3) The requirements in this section are to be applied separately to each sub-fund of a scheme which is an umbrella, and, if appropriate, the currency of a sub-fund may be used instead of the base currency of the umbrella.

01/04/2004

Valuation

COLL 6.3.3

To determine the price of units the authorised fund manager must carry out a fair and accurate valuation of all the scheme property.

01/04/2004

Valuation points

COLL 6.3.4

(1) An authorised fund must not have fewer than two regular valuation points in any month and if there are only two valuation points in any month, the regular valuation points must be at least two weeks apart.

(2) The prospectus of a scheme must contain information about its regular valuation points for the purposes of dealing in units in accordance with COLL 4.2.5R (16) (Table: contents of the prospectus).

(3) Where a scheme operates limited redemption arrangements, (1) does not apply and the valuation points must be stated in the prospectus but must not be set more than six months apart.

(4) Where a scheme operates limited redemption arrangements, it must be valued and prices published in the manner set out in COLL 6.3.11 R (Publication of prices) at least once in every month.

(5) In (4), a valuation point for the purpose of publishing prices only, does not make it a valuation point for the purpose of (2) unless it is disclosed as such in the prospectus.

(6) Higher volatility funds must have at least one valuation point every business day.

(7) No valuation points are required during the period of any initial offer.

(8) The authorised fund manager may determine to have an additional valuation point for an authorised fund as a result of market movement under COLL 6.3.9 (Forward and historic pricing) or otherwise, in which case he must inform the depositary.

01/04/2004

Price of a unit

COLL 6.3.5

(1) The price of a unit of any class must be calculated by reference to the net value of scheme property and must be calculated in accordance with the provisions of the prospectus.

(2) Any unit price calculated in accordance with (1) must be expressed in a form that is accurate to at least four significant figures.

01/04/2004

Valuation and pricing guidance

COLL 6.3.6

Table: This table belongs to COLL 6.3.2 G (2) (a) .

Valuation and pricing

The valuation of scheme property

(1)

Where possible, investments should be valued using a reputable source. The reliability of the source of prices should be kept under regular review.

(2)

An investment for which different prices are quoted according to whether it is being bought or sold should be valued at its mid-market price. The instrument constituting the scheme should set out the valuation method that will apply where a single price for buying and selling a security is quoted.

(3)

Any part of the scheme property of an authorised fund that is not an investment should be valued at a fair value, but for immovables this is subject to COLL 5.6.20 R (3) (f) (Standing independent valuer and valuation).

(4)

For the purposes of (2) and (3), any fiscal charges, commissions, professional fees or other charges that were paid, or would be payable on acquiring or disposing of the investment or other part of the scheme property should be excluded from the value of an investment or other part of the scheme property.

(5)

Where the authorised fund manager has reasonable grounds to believe that:

(a) no reliable price exists for a security at a valuation point; or (b) the most recent price available does not reflect the authorised fund manager's best estimate of the value of a security at the valuation point

it should value an investment at a price which, in its opinion, reflects a fair and reasonable price for that investment (the fair value price);

(6)

The circumstances which may give rise to a fair value price being used include:

(a) no recent trade in the security concerned; or (b) the occurrence of a significant event since the most recent closure of the market where the price of the security is taken.

In (b), a significant event is one that means the most recent price of a security or a basket of securities is materially different to the price that it is reasonably believed would exist at the valuation point had the relevant market been open.

(7)

In determining whether to use such a fair value price, the authorised fund manager should include in his consideration:

(a) the type of authorised fund concerned; (b) the securities involved; (c) the basis and reliability of the alternative price used; and (d) the authorised fund manager's policy on the valuation of scheme property as disclosed in the prospectus.

(8)

The authorised fund manager should document the basis of valuation (including any fair value pricing policy) and, where appropriate, the basis of any methodology and ensure that the procedures are applied consistently and fairly.

(9)

Where a unit price is determined using properly applied fair value prices in accordance with policies in (8), subsequent information that indicates the price should have been different from that calculated will not normally give rise to an instance of incorrect pricing.

The pricing controls of the authorised fund manager

(1)

An authorised fund manager needs to be able to demonstrate that it has effective controls over its calculations of unit prices.

(2)

The controls referred to in (1) should ensure that:

(a) asset prices are accurate and up to date; (b) investment transactions are accurately and promptly reflected in valuations; (c) the components of the valuation (including stock, cash, and units in issue), are regularly reconciled to their source or prime records and any reconciling items resolved promptly and debtors reviewed for recoverability;(d) the sources of prices not obtained from the main pricing source are recorded and regularly reviewed; (e) compliance with the investment and borrowing powers is regularly reviewed; (f) dividends are accounted for as soon as stocks are quoted ex-dividend (unless it is prudent to account for them on receipt): (g) fixed interest dividends, interest and expenses are accrued at each valuation point; (h) tax positions are regularly reviewed and adjusted, if necessary;(i) reasonable tolerances are set for movements in the key elements of a valuation and movements outside these tolerances are investigated; and (j) the fund manager regularly reviews the portfolio valuation for accuracy.

(3)

In exercising its pricing controls, the authorised fund manager may exercise reasonable discretion in determining the appropriate frequency of the operation of the controls and may choose a longer interval, if appropriate, given the level of activity on the fund or the materiality of any effect on the price.

(4)

Evidence of the exercise of the pricing controls should be retained.

(5)

Evidence of persistent or repetitive errors in relation to these matters, and in particular any evidence of a pattern of errors working in an authorised fund manager's favour, will make demonstrating effective controls more difficult.

(6)

Where the pricing function is delegated to a third party, COLL 6.6.15 R (1) (Committees and delegation) will apply.

The depositary's review of the authorised fund manager's systems and controls

(1)

This section provides details of the types of checks a depositary should carry out to be satisfied that the authorised fund manager adopts systems and controls which are appropriate to ensure that prices of units are calculated in accordance with this section and to ensure that the likelihood of incorrect prices will be minimised. These checks also apply where an authorised fund manager has delegated all or some of its pricing functions to a third party.

(2)

A depositary should thoroughly review an authorised fund manager's systems and controls to confirm that they are satisfactory. The depositary's review should include an analysis of the controls in place to determine the extent to which reliance can be placed on them.

(3)

A review should be performed when the depositary is appointed and thereafter as it feels appropriate given its knowledge of the robustness and the stability of the systems and controls and their operation.

(4)

A review should be carried out more frequently where a depositary knows or suspects that an authorised fund manager's systems and controls are weak or are otherwise unsatisfactory.

(5)

Additionally, a depositary should from time to time review other aspects of the valuation of the scheme property of each authorised fund for which it is responsible, verifying, on a sample basis, if necessary, the assets, liabilities, accruals, units in issue, securities prices (and in particular the prices of unapproved securities and the basis for the valuation of unquoted securities) and any other relevant matters, for example an accumulation factor or a currency conversion factor.

(6)

A depositary should ensure that any issues, which are identified in any such review, are properly followed up and resolved.

The recording and reporting of instances of incorrect pricing

(1)

An authorised fund manager should record each instance where the price of a unit is incorrect as soon as the error is discovered, and report the fact to the depositary together with details of the action taken, or to be taken, to avoid repetition as soon as practicable.

(2)

In accordance with COLL 6.6.11 G (Duty to inform the FSA), the depositary should report any breach of the rules in COLL 6.3 immediately to the FSA . However, notification should relate to instances which the depositary considers material only.

(3)

A depositary should also report to the FSA immediately any instance of incorrect pricing where the error is 0.5% or more of the price of a unit, where a depositary believes that reimbursement or payment is inappropriate and should not be paid by an authorised fund manager.

(4)

In accordance with SUP 16.6.8 R, a depositary should also make a return to the FSA on a quarterly basis which summarises the number of instances of incorrect pricing during a particular period.

The rectification of pricing breaches

(1)

COLL 6.6.3 R (1) (Functions of the authorised fund manager) places a duty on the authorised fund manager to take action to reimburse affected unitholders, former unitholders, and the scheme itself, for instances of incorrect pricing, except if it appears to the depositary that the breach is of minimal significance.

(2)

A depositary may consider that the instance of incorrect pricing is of minimal significance if:

(a) the authorised fund manager and depositary meet the standards of control set out in Section 2 and Section 3 of this Table; and (b) the error in pricing of a unit is less than 0.5% of the correct price.

(3)

In determining (2), if the instance of incorrect pricing is due to one or more factors or exists over a period of time, each price should be considered separately.

(4)

If a depositary deems it appropriate, it may, in spite of the circumstances outlined in (2), require a payment from the authorised fund manager or from the authorised fund to the unitholders, former unitholders, the authorised fund or the authorised fund manager (where appropriate).

(5)

The depositary should satisfy itself that any payments required following an instance of incorrect pricing are accurately and promptly calculated and paid.

(6)

If a depositary considers that reimbursement or payment is inappropriate, it should report the matter to the FSA, together with its recommendation and justification. The depositary should take into account the need to avoid prejudice to the rights of unitholders, or the rights of unitholders in a class of units.

(7)

It may not be practicable, or in some cases legally permissible, for the authorised fund manager to obtain reimbursement from unitholders, where the unitholders have benefited from the incorrect price.

(8)

In all cases where reimbursement or payment is required, amounts due to be reimbursed to unitholders for individual sums which are reasonably considered by the authorised fund manager and depositary to be immaterial, need not normally be paid.

01/04/2004

SDRT Provision

COLL 6.3.7

(1) The authorised fund manager may, in accordance with the prospectus, require the payment of an SDRT provision for the issue or sale of units or any class of units or the deduction of an SDRT provision for the redemption or cancellation of units or any class of units.

(2) Any such payment or deduction becomes due at the same time as payment or transfer of property becomes due for the issue, sale, redemption or cancellation.

(3) Any payment referred to in (1) must be paid to the depositary to become part of scheme property as soon as practicable after receipt.

(4) As soon as practicable after each valuation point, the authorised fund manager must notify the depositary of the transactions, or types of transactions for which an SDRT provision is applied and the amounts or rates of those SDRT provisions.

01/04/2004

Dilution

COLL 6.3.8

(1) When arranging to sell, redeem. issue or cancel units, or when units are issued or cancelled under COLL 6.2.7 R (1) (Issues and cancellations through an authorised fund manager), an authorised fund manager is permitted to:

(a) require the payment of a dilution levy; or

(b) make a dilution adjustment; or

in accordance with its statements in the prospectus required by COLL 4.2.5R (18) (Table: contents of the prospectus).

(2) An authorised fund manager operating either a dilution levy or a dilution adjustment, must operate that measure in a fair manner to reduce dilution and solely for that purpose.

(3) A dilution levy becomes due at the same time as payment or transfer of property becomes due for the issue, sale, redemption or cancellation and any such payment in respect of a dilution levy must be paid to the depositary to become part of scheme property as soon as practicable after receipt.

(4) A dilution adjustment may be made as part of the calculation of the unit price for the purpose of reducing dilution in the scheme or to recover any amount which it had already paid or reasonably expects to pay in the future in relation to the issue or cancellation of units.

(5) Where the authorised fund manager decides to make or not to make a dilution adjustment, it must not do so for the purpose of creating a profit or avoiding a loss for the account of an affected person.

(6) As soon as practicable after a valuation point, the authorised fund manager must provide the depositary with the amount or rate of any dilution adjustment made to the price or any dilution levy applied.

01/04/2004

Forward and historic pricing

COLL 6.3.9

(1) For the sale and redemption of units, the authorised fund manager must, in accordance with the prospectus of an authorised fund, operate on the basis of forward price only or historic prices.

(2) If forward prices only are to be used, all deals must be at a forward price.

(3) Forward prices for the sale and redemption of units must be used:

(a) for a higher volatility fund;

(b) where the regular valuation points are more than one day apart;

(c) if the request to deal reaches the authorised fund manager through the post or by any similar form of non-interactive communication;

(d) for an issue or cancellation under COLL 6.2.7 (Issue and cancellation of units through an authorised fund manager);

(e) if the applicant for the sale or redemption so requests; or

(f) where the authorised fund manager has reason to believe at any time that the price that would reflect the current value of the scheme property would vary by more than 2% from the last calculated price, unless the authorised fund manager has decided to carry out an additional valuation.

(4) If an authorised fund manager operates historic prices, the prospectus must detail the circumstances under which deals in the authorised fund, individually or otherwise, will nevertheless be carried out on a forward price basis or when the authorised fund will elect to move to forward prices or declare an additional valuation point.

(5) Where the authorised fund elects to move to forward prices temporarily in accordance with (4), such election will only apply until the next valuation point.

(6) All sub-funds of a scheme which is an umbrella must adopt the same pricing basis, but this does not apply merely because of a requirement to price on a forward price basis temporarily under this rule.

01/04/2004

Historic pricing: guidance

COLL 6.3.10

The authorised fund manager should advise the depositary of the date and time of any decision to use forward prices.

01/04/2004

Publication of prices

COLL 6.3.11

Where the authorised fund manager is prepared to deal in units, or is willing to issue or cancel units, under COLL 6.2.7, it must make the dealing prices public in an appropriate manner.

01/04/2004

Manner of price publication

COLL 6.3.12

(1) In determining the appropriate manner of making prices public, the authorised fund manager should ensure that:

(a) a unitholder or potential unitholder can obtain the prices at a reasonable cost;

(b) prices are available at reasonable times;

(d) the manner of publication is disclosed in the prospectus; and

(e) prices are published in a consistent manner.

(2) Examples of what might be deemed appropriate include:

(a) publication in a national newspaper;

(b) supply through an advertised local rate or freephone telephone number;

(d) inclusion in a database of prices which is publicly available; or

(e) communication to all existing unitholders.

(3) The authorised fund manager should make previous prices available to any unitholder or potential unitholder.

01/04/2004

COLL 6.4

Title and registers

01/12/2004

Application

COLL 6.4.1

(1) This section applies to a manager and a trustee of an AUT.

(2) COLL 6.4.9 (Plan registers) also applies to the ACD, any other director and the depositary of an ICVC.

01/04/2004

Purpose

COLL 6.4.2

The aim of this section is to protect consumers, by setting out the requirements for a register of unitholders for an AUT and for a plan register for an authorised fund, so a proper record of ownership of units is maintained, whether held directly or indirectly through a group plan.

01/04/2004

Explanation of this section

COLL 6.4.3

(1) This section deals with matters relating to the register of unitholders of units in an AUT including its establishment and contents. The manager or trustee may be responsible for the register. In any event, the person responsible for the register must be stated in the trust deed and this section details what his duties are. The provisions relating to documents evidencing title to units, including the issue of bearer certificates are dependent on the provisions in the trust deed and their operation should be set out in the prospectus.
(2) For an ICVC, requirements as to the register of holders and transfer of units are contained in Schedule 3 of the OEIC Regulations (Register of shareholders).
(3) COLL 6.4.9 makes provision to ensure that if the cost of the plan register is borne by the scheme, plan investors have the same rights in respect of notice and disclosure as unitholders on the main register.

01/04/2004

Register: general requirements and contents

COLL 6.4.4

(1) Either the manager or the trustee (as nominated in the trust deed) must establish and maintain a register of unitholders as a document in accordance with this section.

(2) The manager or trustee in accordance with their duties under (1) must exercise all due diligence and take all reasonable steps to ensure the information contained on the register is at all times complete and up to date.

(3) The register must contain:

(a) the name and address of each unitholder (for joint unitholders, no more than four need to be registered) other than units represented by bearer certificates;

(b) the number of units of each class held by each unitholder (other than units represented by bearer certificates);

(c) the date on which the unitholder was registered for units standing in his name (other than units represented by bearer certificates); and

(d) the number of units of each class currently in issue, including bearer certificates and the number of units of those bearer certificates.

(4) No notice of any trust, express, implied or constructive which may be entered in the register is binding on the manager or trustee, but this does not affect their obligations under COLL 6.4.9 R (1) (Plan registers).

(5) The register is conclusive evidence of the persons entitled to the units entered in it.

(6) The person responsible for the register in (1) must:

(a) take reasonable steps to alter the register on receiving written notice of a change of name or address of any unitholder;

(b) in relation to a change of name in (a) where a certificate has been issued, either endorse the existing certificate or issue a new one;

(c) make the register available for inspection free of charge in the United Kingdom by or on behalf of any unitholder (including the manager), during office hours, but it may be closed for periods not exceeding 30 business days in any one year;

(d) supply free of charge to any unitholder or his authorised representative a copy of the entries on the register relating to that unitholder on request;

(e) where a unitholder defaults on paying for the issue or sale of units, make an alteration or deletion in the register to compensate for the default after which the manager becomes entitled to those units (until those units are either cancelled or re-sold and paid for); and

(f) carry out any conversion of units allowed for by COLL 6.4.8 R (Conversion of units) after consultation with the manager or trustee, as appropriate.

01/04/2004

The manager as unitholder

COLL 6.4.5

(1) If no person is entered in the register as the unitholder of a unit, the manager must be treated as the unitholder of each such unit which is in issue (other than a unit which is represented by a bearer certificate).

(2) Where units are transferred to the manager , they need not be cancelled and the manager need not be entered on the register as the new unitholder.

01/04/2004

Transfer of units by act of parties

COLL 6.4.6

(1) Every unitholder is entitled to transfer units held on the register by an instrument of transfer in any form that the person responsible for the register may approve, but that person is under no duty to accept a transfer unless:

(a) it is permitted by the trust deed or prospectus; and

(b) the transfer is excluded by Schedule 19 of the Finance Act 1999 from a charge to stamp duty reserve tax, or there has been paid to the trustee, for the account of the AUT, an amount agreed between the trustee and the manager not exceeding the amount that would be derived by applying the rate of stamp duty reserve tax to the market value of the units being transferred.

(2) Every instrument of transfer of units must be signed by, or on behalf of, the unitholder transferring the units (or, for a body corporate, sealed by that body corporate or signed by one of its officers (or in Scotland, two of its officers)) authorised to sign it and, unless the transferee is the manager, the transferor must be treated as the unitholder until the name of the transferee has been entered in the register.

(3) Every instrument of transfer (stamped as necessary) must be left for registration, with the person responsible for the register, accompanied by:

(a) any necessary documents that may be required by legislation; and

(b) any other evidence reasonably required by the person responsible for the register.

(4) The details of instruments of transfer must be kept for a period of six years from the date of its registration.

(5) On registration of an instrument of transfer, a record of the transferor and the transferee and the date of transfer must be made on the register.

01/04/2004

Certificates (including bearer certificates)

COLL 6.4.7

(1) Following the sale of units or as a result of COLL 6.4.6 R (Transfer of units by act of parties) a document recording title to those units may be issued in such a form as the trust deed permits.

(2) The person responsible for the register must issue any document in (1) or provide relevant information in a timely manner where the procedures for redeeming units require the unitholder to surrender that document.

(3) Bearer certificates may only be issued if they are permitted by the instrument constituting the scheme.

01/04/2004

Conversion of units

COLL 6.4.8

Where there is more than one class of units offered for issue or sale, the unitholder has a right to convert from one to the other, provided that doing so would not contravene any provision in the prospectus.

01/04/2004

Plan registers

COLL 6.4.9

(1) The ACD and any other directors of an ICVC or the person responsible for the register of an AUT may arrange for a plan register to be established and maintained.

(2) Where payments are made out of scheme property to establish and maintain a plan register, plan investors must be treated as unitholders for the purposes of COLL 4.3 to COLL 4.5 and COLL 6.4.4 R (Register: general requirements and contents).

01/04/2004

COLL 6.5

Appointment and replacement of the authorised fund manager and the depositary

01/12/2004

Application

COLL 6.5.1

This section applies in accordance with COLL 6.5.2 R (Table of application).

01/04/2004

COLL 6.5.2

Table of application
This table belongs to COLL 6.5.1 R.

Rule

ICVC

ACD

Any other director of an ICVC

Depositary of an ICVC

Manager of an AUT

Trustee of an AUT

6.5.1R

6.5.3R

6.5.4R

6.5.5R

6.5.6R

6.5.7R

6.5.8R

6.5.9R

6.5.10R

Note: "x" means "applies", but not every paragraph in every rule will necessarily apply.

01/04/2004

Appointment of an ACD

COLL 6.5.3

(1) The directors (or director) of an ICVC must take all practicable steps to ensure the ICVC has at all times as its ACD a person who is qualified to act as ACD.

(2) If the ICVC ceases to have any director, the depositary must exercise its powers, under the OEIC Regulations, to appoint a person to be an ACD of the ICVC.

(3) The appointment of an ACD (other than the first ACD), under (1) or (2), must terminate at the close of the next annual general meeting following the date of the appointment or (if later) upon the expiration of 12 months from the date the appointment takes effect, unless the appointment has been approved by a resolution of the unitholders before the close of that annual general meeting or expiration of that 12 month period (as the case may be).

(4) An ACD must not voluntarily terminate its appointment as ACD unless the termination is effective at the same time as the commencement of the appointment of a successor ACD.

(5)

(a) In the event of:

(i) any person becoming or ceasing to be a director;

(ii) the appointment of an ACD being terminated;

(iii) a new ACD being appointed; or

(iv) a corporate director (including the ACD) becoming aware of any change of its controller;

the FSA must immediately be notified in accordance with (b).

(b) In the case of:

(i) (a)(i), by the ACD;

(ii) (a)(ii), by the ACD whose appointment is being terminated;

(iii) (a)(iii), by the new ACD; and

(iv) (a)(iv), by the corporate director concerned.

01/04/2004

Termination of appointment of an ACD

COLL 6.5.4

(1) The appointment of an ACD terminates immediately upon it ceasing to be a director.

(2) The appointment of an ACD terminates if a notice of termination of that appointment, the terms of which have been approved by a resolution of the board of directors of the ICVC, is given to the ACD.

(3) If there is no director other than the ACD, the appointment of the ACD terminates if a notice of termination of that appointment is given by the depositary to the ACD and to the ICVC, following any of the following events:

(a) the calling of a meeting to consider a resolution for winding up the ACD;

(b) an application being made to dissolve the ACD or to strike it off the Register of Companies;

(d) the making of, or any proposals for the making of, a composition or arrangement with any one or more of the ACD's creditors;

(e) the appointment of a receiver to the ACD (whether an administrative receiver or a receiver appointed over particular property);

(f) anything equivalent to (a) to (e) above occurring in respect of the ACD in a jurisdiction outside the United Kingdom.

(4) Any termination under (2) or (3) takes effect when the notice is given, or on any subsequent time for its effect stated in the notice, or, if later, the time at which the termination is permitted to take effect under regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company).

(5) The depositary must (unless the termination takes effect at the same time as the appointment of a successor ACD) ensure that the unitholders are informed of the termination of the appointment of an ACD.

(6) The depositary is entitled to be reimbursed out of the scheme property for its out of pocket expenses in complying with (5).

01/04/2004

Other directors

COLL 6.5.5

(1) Any directors of an ICVC other than the ACD must exercise reasonable care to ensure that the ACD undertakes the responsibilities allocated under COLL 6.6.3 R (1) (Functions of the authorised fund manager) in a competent manner and the ACD must give those directors the information and explanations they consider necessary for this purpose.

(2) A director of an ICVC must not appoint an alternate director.

(3) When there is no person acting as ACD, the directors of an ICVC have the functions of an ACD under COLL 6.6.3 R (1) , but this does not affect the powers of the directors under COLL 6.6.15 R (Committees and delegation).

(4) When (3) applies, the directors must retain the services of one or more authorised persons to assist them in performing the functions referred to in COLL 6.6.3 R (1) and COLL 6.6.3 R (2) .

01/04/2004

ICVC without a director

COLL 6.5.6

If the ICVC ceases to have any directors, the depositary may:

(1) retain the services of an authorised person to carry out the functions referred to in COLL 6.6.3 R (3) (a) and COLL 6.6.3 R (1) (b) ; or

(2) manage the scheme property itself on behalf of the ICVC until a director is appointed or the winding up of the ICVC is commenced provided it is not prohibited from doing so by any law or rule.

01/04/2004

Replacement of a manager

COLL 6.5.7

(1) The manager of an AUT is subject to removal by written notice by the trustee upon any of the following events:

(a) the calling of a meeting to consider a resolution for winding up the manager ;

(b) an application being made to dissolve the manager or to strike it off the Register of Companies;

(d) the making of, or any proposals for the making of, a composition or arrangement with any one or more of the manager's creditors;

(e) the appointment of a receiver to the manager (whether an administrative receiver or a receiver appointed over particular property);

(f) anything equivalent to (a) to (e) above occurring in respect of the manager in a jurisdiction outside the United Kingdom;

(g) the trustee forming the reasonable opinion, and stating in writing, that a change of manager is desirable in the interest of unitholders;

(h) a resolution of unitholders being passed to remove the manager; or

(i) the unitholders of three quarters in value of the units in existence (excluding units held or treated as held by the manager or by any associate of the manager ) making a request in writing to the trustee that the manager should be removed.

(2) On receipt of a notice by the trustee under (1), the manager of the AUT ceases to be the manager; and the trustee must by deed appoint another person eligible under the Act to be the manager of the AUT upon and subject to that other entering into such deed or deeds as the trustee may require.

(3) If the name of the AUT contains a reference to the name of the former manager, the former manager is entitled to require the new manager and the trustee immediately on receipt of a notice under (1) to propose a change in the name of the AUT

01/04/2004

Retirement of a manager of an AUT

COLL 6.5.8

(1) The manager of an AUT has the right to retire in favour of another person eligible under the Act and approved in writing by the trustee upon:

(a) the retiring manager appointing that person by deed as manager in its place and assigning to that person all its rights and duties as such a manager; and

(b) the new manager entering into such deeds as the trustee reasonably considers necessary or desirable to be entered into by that person in order to secure the due performance of its duties as the manager of the AUT.

(2) Upon retirement, the retiring manager:

(a) subject to (3), is released from all further obligations under the rules in this sourcebook and under the trust deed; and

(b) may retain any consideration paid to it in connection with the change without having to account for it to any unitholder.

(3) Sub-paragraph (2)(a) does not affect the rights of the trustee or any other person in respect of any act or omission on the part of the retiring manager before his retirement.

01/04/2004

Consequences of removal or retirement of a manager of an AUT

COLL 6.5.9

(1) Upon the removal or retirement of the manager , the removed or retiring manager:

(a) is entitled to be recorded in the register for those units continued to be held or treated as held by it; and

(b) may require the trustee to issue to it a certificate for those units (if not previously issued).

(2) (Paragraph (1) is subject to any restriction in the prospectus relating to the permitted categories of unitholders.

01/04/2004

Retirement of the depositary

COLL 6.5.10

(1) The depositary of an authorised fund may not retire voluntarily except upon the appointment of a new depositary.
(2) The depositary of an authorised fund must not retire voluntarily unless, before its retirement, it has ensured that the new depositary has been informed of any circumstance of which the retiring depositary has informed the FSA.
(3) When the depositary of an authorised fund wishes to retire or ceases to be an authorised person, the authorised fund manager may, subject to section 251 of the Act (Alteration of schemes and changes of manager or trustee) or regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company) appoint another person eligible to be the depositary in its place.

01/04/2004

COLL 6.6

Powers and duties of the scheme, the authorised fund manager, and the depositary

01/12/2004

Application

COLL 6.6.1

This section applies in accordance with COLL 6.6.2 R (Table of application).

01/04/2004

Table of application

COLL 6.6.2

This table belongs to COLL 6.6.1 R.

Rule

ICVC

ACD

Any other directors of an ICVC

Depositary of an ICVC

Manager of an AUT

Trustee of an AUT

6.6.1R

6.6.3R

6.6.4R

6.6.5R

6.6.6R

6.6.7R

6.6.8R

6.6.9R

6.6.10R

6.6.11G

6.6.12R

6.6.13R

6.6.14R

6.6.15R

6.6.16G

6.6.17R

6.6.18G

Note: "x" means "applies", but not every paragraph in every rule will necessarily apply.

01/04/2004

Functions of the authorised fund manager

COLL 6.6.3

(1) The authorised fund manager must manage the scheme in accordance with:

(a) the instrument constituting the scheme;
(b) the rules in this sourcebook;
(c) the most recently published prospectus; and
(d) for an ICVC, the OEIC Regulations.

(2) The authorised fund manager must take such steps as necessary to ensure compliance with the rules in this sourcebook that impose obligations upon the ICVC.
(3) The authorised fund manager must:

(a) make decisions as to the constituents of the scheme property in accordance with the investment objectives and policy of the scheme;
(b) instruct the depositary in writing how rights attaching to the ownership of the scheme property are to be exercised, but not where COLL 6.6.13 R (2) (Exercise of rights in respect of the scheme property) applies; and
(c) take action immediately to rectify any breach of COLL 6.3 and, where the breach relates to the incorrect pricing of units or to the late payment in respect of the issue of units, the rectification must, (unless the depositary otherwise directs under (4)), extend to the reimbursement or payment, or arranging the reimbursement or payment, of money:

(i) by the authorised fund manager to unitholders and former unitholders;
(ii) by the ACD to the ICVC;
(iii) by the ICVC to the ACD;
(iv) by the manager to the trustee; or
(v) by the trustee (for the account of the AUT) to the manager.

(4) Rectification under (3)(c) need not, unless the depositary so directs, extend to any such reimbursement or payment where it appears to the depositary such breach, is of minimal significance.

01/04/2004

General duties of the depositary

COLL 6.6.4

(1) The depositary of an authorised fund must take reasonable care to ensure that the scheme is managed by the authorised fund manager in accordance with:

(a) COLL 5 (Investment and borrowing powers);

(b) COLL 6.2 (Dealing);

(d) COLL 6.8 (Income: accounting, allocation and distribution); and

(e) any provision of the instrument constituting the scheme or prospectus that relates to the provisions referred to in (a) to (d).

(2) The depositary must, in so far as not required under (1)(c), take reasonable care to ensure on a continuing basis that:

(a) the authorised fund manager is adopting appropriate procedures to ensure that the price of a unit is calculated for each valuation point in accordance with COLL 6.3 ; and

(b) the authorised fund manager has maintained sufficient records to show compliance with COLL 6.3 .

(3) The depositary, when acting in its capacity as depositary, must act solely in the interests of the unitholders.

(4) The depositary:

(a) must also take reasonable care to ensure that;

(i) the authorised fund manager considers whether or not to exercise the power provided by COLL 6.3.7 R (SDRT provision) or COLL 6.3.8 R (Dilution) (as the case may be) and, if applicable, the rate or amount of any SDRT provision, dilution levy or dilution adjustment that is imposed;

(ii) the authorised fund manager has in relation to (i), taken account of all factors that are material and relevant to the authorised fund manager's decision; and

(iii) when the authorised fund manager considers whether or not to exercise the power under COLL 6.3.8 R, the authorised fund manager has acted in accordance with the restrictions imposed by that rule; and

(b) has no duty in respect of the authorised fund manager's exercise of the discretion referred to in (a).

01/04/2004

Duties of the authorised fund manager and the depositary under the general law

COLL 6.6.5

(1) The duties and powers of the authorised fund manager, the directors of an ICVC and the depositary under the rules in this sourcebook and under the instrument constituting the scheme are in addition to the powers and duties under the general law.

(2) Paragraph (1) applies only in so far as the relevant general law is not qualified by the rules in this sourcebook or the instrument constituting the scheme or the OEIC Regulations.

01/04/2004

Maintenance of records

COLL 6.6.6

(1) The authorised fund manager must make and retain for six years such records as enable:

(a) the scheme and the authorised fund manager to comply with the rules in this sourcebook and the OEIC Regulations; and

(b) it to demonstrate at any time that such compliance has been achieved.

(2) The authorised fund manager must make and retain for six years a daily record of the units in the scheme held, acquired or disposed of by the authorised fund manager, including the classes of such units, and of the balance of any acquisitions and disposals.

(3) Where relevant, an authorised fund manager must make and retain for a period of six years a daily record of:

(a) how it calculates and estimates dilution; and

(b) its policy and method for determining the amount of any dilution levy or dilution adjustment.

(4) The authorised fund manager must on the request of the depositary immediately supply it with such information concerning the management and administration of the authorised fund as the depositary may reasonably require.

01/04/2004

Maintenance of capital: notification

COLL 6.6.7

The ACD must immediately notify the FSA in writing if the ICVC's capital falls below the minimum or exceeds the maximum stated in the instrument of incorporation.

01/04/2004

Auditor: AUTs

COLL 6.6.8

(1) The manager of an AUT must, upon any vacancy for the position of auditor for an AUT, with the approval of the trustee, appoint as auditor for the AUT a person qualified for appointment as auditor of an authorised person.

(2) The audit fees of the auditor are determined by the manager with the approval of the trustee .

(3) The manager of an AUT may, with the approval of the trustee , at any time, remove the auditor of an AUT; this power exists notwithstanding anything in any agreement between the persons concerned.

01/04/2004

Returns: AUTs

COLL 6.6.9

The manager of an AUT must prepare and supply to the trustee the returns required to be submitted by the trustee to HM Revenue and Customs.

21/04/2005

Dealings in scheme property

COLL 6.6.10

(1) The authorised fund manager may give instructions to deal in the property of the scheme.

(2) The authorised fund manager must obtain the consent of the depositary for the acquisition or disposal of immovable property.

(3) Where the depositary is of the opinion that a deal in property is not within the rules in this sourcebook and the instrument constituting the scheme , the depositary may require the authorised fund manager to cancel the transaction or make a corresponding disposal or acquisition to secure restoration of the previous situation and to meet any resulting loss or expense.

(4) Where the depositary is of the opinion that:

(a) an acquisition of property necessarily involves documents evidencing title being kept in the custody of a person other than the depositary; and

(b) the depositary cannot reasonably be expected to accept the responsibility which would otherwise be placed upon it if it were to permit custody by that other person;

the authorised fund manager must, if the depositary so requests, either cancel the transaction or make a corresponding disposal.

01/04/2004

Duty to inform the FSA

COLL 6.6.11

(General notification requirements) contains rules and guidance on matters that should be notified to the FSA . Such matters include, but are not limited to, any circumstance that the depositary becomes aware of whilst undertaking its functions or duties in COLL 6.6.4 R (1) (General duties of the depositary) that the FSA would reasonably view as significant.

01/04/2004

Control by the depositary over the scheme property

COLL 6.6.12

(1) The depositary of an authorised fund is responsible for the safekeeping of all of the scheme property (other than tangible movable property) entrusted to it and must:

(a) take all steps and complete all documents needed to ensure completion of transactions properly entered into for the account of the scheme;

(b) ensure that scheme property in registered form is, as soon as practicable, registered in the name of the depositary, its nominee or a person retained by it under COLL 6.6.15 R (1) (Committees and delegation);

(c) take into its custody or under its control documents of title to the scheme property other than for transactions in derivatives or forward transactions; and

(d) ensure that any transaction in derivatives or a forward transaction is entered into so as to ensure that any resulting benefit is received by the depositary.

(2) The depositary is responsible for the collection of income due to be paid for the account of the authorised fund.

(3) The depositary must keep for six years such records as are necessary:

(a) to enable it to comply with the rules in this sourcebook; and

(b) to demonstrate that it has achieved such compliance.

01/04/2004

Exercise of rights in respect of the scheme property

COLL 6.6.13

(1) The depositary must take all necessary steps to ensure that instructions given to it by the authorised fund manager for the exercise of rights attaching to the ownership of scheme property are carried out.

(2) Where the scheme property of an authorised fund contains units in any other scheme managed or otherwise operated by the manager of the AUT or, as the case may be, by any director of the ICVC or by any associate of either, the depositary must exercise any voting rights associated with those units in accordance with what he reasonably believes to be the interests of the unitholders in the authorised fund.

01/04/2004

Duties of the depositary and the authorised fund manager: investment and borrowing powers

COLL 6.6.14

(1) The authorised fund manager must avoid the scheme property being used or invested contrary to COLL 5, or any provision in the instrument constituting the scheme or the prospectus as referred to in COLL 5.2.4 R (Investment powers: general), except to the extent permitted by (3)(b).

(2) The authorised fund manager must, immediately upon becoming aware of any breach of a provision listed in (1), take action, at its own expense, to rectify that breach, unless the breach occurred as the result of any of the circumstances within (3).

(3) The authorised fund manager must restore compliance with COLL 5 as soon as reasonably practicable having regard to the interests of the unitholders and, in any event, within the period specified in (5) or, when applicable, (6) where:

(a) the scheme property is:

(i) used or invested contrary to COLL 5 (other than a provision excusing a failure to comply on a temporary basis); and

(ii) the contravention is beyond the control of both the authorised fund manager and the depositary; or

(b) there is a transaction ("subsequent transaction") deriving from a right (such as the right to convert stock or subscribe to a rights issue) attributable to an investment ('original investment') of the scheme if:

(i) the subsequent transaction, but for this rule would constitute a breach of COLL 5; and

(ii) at the time of the acquisition of the original investment, it was reasonable for the authorised fund manager, to expect that a breach would not be caused by the subsequent transaction; and

in this rule the reference to the exercise of a right includes the taking effect of a right without any action by or on behalf of the depositary or the authorised fund manager.

(4) Immediately upon the depositary becoming aware of any breach of any provision listed in (1), it must ensure that the authorised fund manager complies with (2).

(5) The maximum period for restoration of compliance under (3) starts at the date of discovery of the relevant circumstance and lasts, subject to any extension under (6):

(a) for six months; or

(b) where the transaction in question was a transaction in derivatives or a forward transaction under COLL 5.2.20 R (Permitted transactions (derivatives and forwards)) or COLL 5.6.13R (Permitted transactions (derivatives and forwards)), until the close of business five business days later; or

(6) The period specified at (5)(b) is extended where:

(a) the transaction involved a delivery of a commodity, from five to twenty business days;

(b) the reason for the contravention in (3)(a) is the inability of the authorised fund manager to close out a transaction because of a limit in the number or value of transactions imposed by an eligible derivatives market, until five business days after:

(i) the inability resulting from any such limit is removed; or

(ii) it becomes, to the knowledge of the authorised fund manager, reasonably practicable and reasonably prudent for the transaction to be closed out in some other way.

01/04/2004

Committees and delegation

COLL 6.6.15

(1) The directors of an ICVC may delegate to any one or more of their number any of the directors' powers or duties but remain responsible for the acts or omissions of any such directors.

(2) The authorised fund manager of a scheme and the directors of an ICVC have the power to retain the services of anyone to assist in the performance of their respective functions, provided that:

(a) a mandate in relation to managing investments of the scheme property is not given to:

(i) the depositary; or

(ii) any other person whose interests may conflict with those of the authorised fund manager or the unitholders; or

(iii) any other person who is not both:

(A) authorised or registered for managing of investments; and

(B) subject to prudential supervision; unless there is an agreement in place between the FSA and the overseas regulator of the delegate ensuring adequate co-operation;

(b) the authorised fund manager ensures that at all times it can monitor effectively the relevant activities of any person so retained;

(i) give further relevant instructions to the person so retained; and

(ii) withdraw the mandate with immediate effect when this is in the interests of the unitholders; and

(d) the mandate does not prevent effective supervision of the authorised fund manager and it must not prevent the authorised fund manager from acting, or the scheme from being managed in the best interests of the unitholders.

(3) Subject to the provisions of the OEIC Regulations and to (1), where services are retained under (2), the responsibility which the authorised fund manager had in respect of such services prior to that retention of services will remain unaffected.

(4) The depositary of a scheme may delegate any function to any person save:

(a) the ICVC or any director of the ICVC or the authorised fund manager of a scheme, to assist the depositary to perform:

(i) any function of oversight in respect of the scheme, its directors or the authorised fund manageras the case may be; or

(ii) any function of custody or control of the scheme property;

(b) an associate of the ICVC or of any of the directors of the ICVC or of the authorised fund manager of the scheme (as the case may be) to assist the depositary to perform any function in (a)(i); or

(c) a nominee company or anyone else to assist it to perform the function of being a custodian of documents evidencing title to scheme property of the scheme unless the arrangements with the custodian prohibit the custodian from releasing the documents into the possession of a third party without the consent of the depositary.

(5) Where a depositary retains services under (4):

(a) if it retains the services of a director of the ICVC, or an associate or such a director or its own associate, then its liability for those services shall remain unaffected; and

(b) in any other case, it will not be held responsible by virtue of the rules in COLL for any act or omission of the person so retained if it can show that:

(i) it was reasonable for it to obtain assistance to perform the function in question;

(ii) the person retained was and remained competent to provide assistance in the performance of the function in question; and

(iii) it had taken reasonable care to ensure that the assistance in question was provided by the person retained in a competent manner.

(6) Where COLL 6.5.5 R (4) (Other directors) applies, the directors have, in respect of the functions of the ACD under COLL 6.6.3 R (Functions of the authorised fund manager), the same rights and responsibilities as for an ACD under this rule.

01/04/2004

Delegation: guidance

COLL 6.6.16

(1) SYSC 3.2 (Areas covered by systems and controls) contains contains guidance relating to delegation, including external delegation. SYSC 3.2.4 G (1) states that a firm cannot contract out of its regulatory obligations.

(2) SUP 15.8.6 R (Delegation by UCITS management companies) requires an authorised fund manager of a UCITS scheme to inform the FSA where one of its duties is delegated to another person.

01/04/2004

Conflicts of interest

COLL 6.6.17

(1) The authorised fund manager, any other director of an ICVC and the depositary must take reasonable care to ensure that a transaction within (a) to (f) is not carried out on behalf of the scheme:

(a) putting cash on deposit with an affected person unless that person is an eligible institution or an approved bank and the arm's length requirement in (2) is satisfied;

(b) lending money by an affected person to, or for the account of, the scheme, unless the affected person is an eligible institution or an approved bank, and the arm's length requirement in (2) is satisfied;

(c) the dealing in property by an affected person, to, or with, the scheme (or the depositary for the account of the scheme), unless (3) applies;

(d) the vesting of property (other than cash) by an affected person in the scheme or the depositary for the account of the scheme against the issue of units in the scheme, unless:

(i) (3) applies; or

(ii) the purpose of the vesting is that the whole or part of the property of a body corporate or a collective investment scheme becomes the first property of the scheme and the unitholders of shares or units in the body corporate or collective investment scheme become the first unitholders in the scheme;

(e) the acquisition of scheme property by an affected person from the scheme (or the depositary acting for the account of the scheme), unless COLL 6.2.15 R (In specie issue and cancellation) applies, or unless (3) applies; and

(f) transactions within COLL 5.4 (Stock lending) by an affected person with, or in relation to, the scheme unless the arm's length requirement in (2) is satisfied.

(2) Any transaction in (1)(a),(b) or (f) must be at least as favourable to the scheme as any comparable arrangement on normal commercial terms negotiated at arm's length between the affected person and an independent party.

(3) There is no breach of (1)(c), (d) or (e) if the transaction meets the requirements of (4) (best execution on-exchange), (5) (independent valuation) or (6) (arm's length transaction).

(4) There is best execution on-exchange for the purposes of (3) if:

(a) the property is an approved security or an approved derivative;

(b) the transaction is effected under the rules of the relevant exchange with or through a person who is bound by those rules;

(d) the authorised fund manager has taken all reasonable steps to ensure that the transaction is effected on the terms which are the best available for the scheme.

(5) There is independent valuation for the purposes of (3) if:

(a) the value of the property is certified in writing for the purpose of the transaction by a person approved by the depositary as:

(i) independent of any affected person; and

(ii) qualified to value property of the relevant kind; and

(b) the depositary is of the opinion that the terms of the transaction are not likely to result in any material prejudice to unitholders.

(6) There is an arm's length transaction for the purposes of (3) if:

(a) paragraph (4)(a) is not satisfied;

(b) it is not reasonably practicable to obtain an independent valuation under (5); and

(c) the depositary has reliable evidence that the transaction is or will be on terms which satisfy the arm's length requirement in (2).

01/04/2004

Conflicts of interest: guidance

COLL 6.6.18

(1) COB 7.1 (Conflict of interest and material interest) applies for scheme management activity and contains rules on the fair treatment of customers where a firm has a conflict of interest in relation to a transaction. COLL 6.6.17 R (1) provides rules for specific circumstances where COB 7.1 would not be appropriate for an authorised fund.

(2) Regulation 44 of the OEIC Regulations (Invalidity of certain transactions involving directors) is relevant to the application of COLL 6.6.17 R.

01/04/2004

COLL 6.7

Payments

01/12/2004

Application

COLL 6.7.1

This section applies in accordance with COLL 6.7.2 R (Table of application).

01/04/2004

Table of application

COLL 6.7.2

Table of Application. This table belongs to COLL 6.7.1 R.

Rule

ICVC

ACD

Depositary of an ICVC

Manager of an AUT

Trustee of an AUT

6.7.1R to 6.7.5G

6.7.6G

6.7.7R

6.7.8G

6.7.9R

6.7.10R

6.7.11G

6.7.12R

6.7.13G

6.7.14R

6.7.15R

6.7.16G

6.7.17R

Note: "x" means "applies", but not every paragraph in every rule will necessarily apply.

01/04/2004

Purpose

COLL 6.7.3

(1) This section assists in securing the regulatory objective of protecting consumers through requirements which govern the payments out of scheme property and charges imposed on investors when buying or selling units.

(2) The requirements clarify the nature of permitted charges and payments and ensure the disclosure for unitholders of any increases in charges and payments to the authorised fund manager.

(3) The prospectus should make adequate provision for payments from an authorised fund. This section:

(a) prohibits, or stipulates the conditions on which, the payments out of the scheme property can be made;

(b) requires certain payments to be conditional on disclosure in the prospectus; and

01/04/2004

Payments out of scheme property

COLL 6.7.4

(1) The only payments which may be recovered from the scheme property of an authorised fund are those in respect of:

(a) remunerating the parties operating the authorised fund;

(b) the administration of the authorised fund; or

(2) No payment under this rule can be made from scheme property if it is unfair to (or materially prejudices the interests of) any class of unitholders or potential unitholders.

(3) Paragraphs (1) and (2) do not apply to any payments in relation to any taxation payable by the authorised fund.

01/04/2004

Payments out of scheme property: guidance

COLL 6.7.5

(1) Details of permissible types of payments out of scheme property are to be set out in full in the prospectus in accordance with COLL 4.2.5R (13) and COLL 4.2.5R (14) (Table: contents of the prospectus).

(2) An authorised fund manager should consider COB 5.6.3 R (Charges to a private customer) in determining whether a payment to an affected person is unfair because of its amount or because it confers a disproportionate benefit on the affected person.

(3) COLL 6.7.4 R (2) (Payments out of scheme property) does not invalidate a payment that gives rise to a difference between the rights of separate classes of unit that relates solely to the payments that may be taken out of scheme property.

01/04/2004

Performance fees

COLL 6.7.6

(1) For the authorised fund manager's periodic charge or for payments out of scheme property to the investment adviser, the prospectus may permit a payment based on a comparison of one or more aspects of the scheme property or price in comparison with fluctuations in the value or price of property of any description or index or other factor designated for the purpose (a "performance fee").

(2) Any performance fee should be specified in the appropriate manner in the prospectus and should be consistent with COLL 6.7.4 R. In determining whether the performance fee is consistent the authorised fund manager should have regard to factors such as:

(a) it should be calculated and paid after consideration of all other payments;

(b) where it is made on the basis of performance of the authorised fund against any index or any other factor, that benchmark must be reasonable given the investment objectives of the authorised fund and must be consistently applied;

(c) it may be based on performance above a defined positive rate of return (the "hurdle rate"), which may be fixed or variable;

(d) where (b) or (c) applies, the benchmark or hurdle rate may be carried forward to future accrual periods;

(e) the period over which it accrues and the frequency with which it crystallises should be reasonable; and

(f) except where allowed by COLL 6.7.4 R (1), there are to be no arrangements to adjust the price or value of sale or repurchase transactions in respect of performance fees accrued or paid if the transactions occur within the accrual period of the charge.

(3) In accordance with COLL 4.2.5R (13) (Table: contents of prospectus) the prospectus should contain the maximum amount or percentage of scheme property that the performance fee might represent in an annual accounting period. This disclosure should be given in plain language together with examples of the operation of the performance fee.

01/04/2004

Charges on buying and selling units

COLL 6.7.7

(1) No person other than the authorised fund manager may impose charges on unitholders or potential unitholders when they buy or sell units.

(2) An authorised fund manager must not make any charge or levy in connection with:

(a) the issue or sale of units except where a preliminary charge is made in accordance with the prospectus of the scheme which must be either a fixed amount or calculated as a percentage of the price of a unit; or

(b) the redemption or cancellation of units, except a redemption charge made in accordance with the prospectus current at the time the relevant units were purchased by the unitholder.

(3) This rule is subject to COLL 6.3.7 R (SDRT provision) and COLL 6.3.8 R (Dilution).

01/04/2004

Charges on buying and selling units: guidance

COLL 6.7.8

(1) To introduce a new charge for the sale or redemption of units, or any new category of remuneration for its services or increase the rate stated in the prospectus, the authorised fund manager will need to comply with COLL 4.2.5 R (Table: contents of prospectus) and COLL 4.3 (Approvals and notifications).

(2) A redemption charge may be expressed in terms of amount or percentage. It may also be expressed as diminishing over the time during which the unitholder has held the units or be calculated on the basis of the unit price performance of the units. However any redemption charge should not be such that it could be reasonably regarded as restricting any right of redemption.

(3) The prospectus should contain a statement as to the determination of the order in which units which have been acquired at different times by a unitholder are to be taken to be redeemed or cancelled for the purpose of the imposition of the redemption charge.

01/04/2004

Charges for the exchange of units in an umbrella

COLL 6.7.9

For a scheme which is an umbrella, an authorised fund manager must not make a charge on an exchange of units in one sub-fund for units in another sub-fund unless the amount of the charge is not more than the amount stated in the current prospectus.

01/04/2004

Allocation of payments to income or capital

COLL 6.7.10

(1) The authorised fund manager must determine whether a payment is to be made from the income property or capital property of an authorised fund, and in doing so the authorised fund manager must:

(a) pay due regard to whether the nature of the cost is income related or capital related and the objective of the scheme; and

(b) agree the treatment of any payment with the depositary.

(2) Where, for any annual accounting period, the amount of the income property is less than the income distributed, the shortfall must, as from the end of that period, be charged to the capital account and must not subsequently be transferred to the income account.

01/04/2004

Allocation of payments to income or capital: guidance

COLL 6.7.11

(1) Any payment as a result of effecting transactions for the authorised fund should be made from the capital property of the scheme.

(2) Other than the payments in (1), all other payments should be made from income property in the first instance but may be transferred to the capital account in accordance with COLL 6.7.10 R (1) (Allocation of payments to income or capital).

(3) For payments transferred to the capital property of the scheme in accordance with (2), the prospectus should disclose the matters in COLL 4.2.5R (14).

(4) If the authorised fund manager wishes to make a change in relation to the allocation of payments, the procedures in COLL 4.3 (Approvals and notifications) will be relevant.

01/04/2004

Prohibition on promotional payments

COLL 6.7.12

No payment may be made from scheme property to any person, other than a payment to the authorised fund manager permitted by the rules in COLL, for the acquisition or promotion of the sale of units in an authorised fund.

01/04/2004

Prohibition on promotional payments: guidance

COLL 6.7.13

Examples of payments which are not permitted by COLL 6.7.12 R include:

(1) commission payable to intermediaries (such payments should normally be borne by the authorised fund manager);

(2) payments or costs in relation to the preparation or dissemination of financial promotions (other than the preparation of key features or the simplified prospectus); and

(3) payments to third parties, for maintaining details of beneficial unitholders.

01/05/2005

Movable or immovable property

COLL 6.7.14

An ICVC must not incur any expense for the use by it of any movable or immovable property except to the extent that such property is necessary for the direct pursuit of its business or held in accordance with its investment objectives.

01/04/2004

Payment of liabilities on transfer of assets

COLL 6.7.15

(1) Where the property of an authorised fund is transferred to a second authorised fund (or to the depositary for the account of the authorised fund) in consideration of the issue of units in the second authorised fund to unitholders in the first scheme, (2) applies.

(2) The ICVC, its depositary or the trustee of the AUT as the successor in title to the property transferred, may pay out of the scheme property any liability arising after the transfer which, had it arisen before the transfer, could properly have been paid out of the property transferred, but only if:

(a) there is nothing in the instrument constituting the scheme of the authorised fund expressly forbidding the payment; and

(b) the authorised fund manager is of the opinion that proper provision was made for meeting such liabilities as were known or could reasonably have been anticipated at the time of the transfer.

01/04/2004

Exemptions from liability to account for profits

COLL 6.7.16

An affected person is not liable to account to another affected person or to the unitholders of any scheme for any profits or benefits it makes or receives that are made or derived from or in connection with:

(1) dealings in the units of a scheme; or

(2) any transaction in scheme property; or

(3) the supply of services to the scheme;

where disclosure of the non-accountability has been made in the prospectus of the scheme.

01/04/2004

Allocation of scheme property

COLL 6.7.17

For a scheme which is an umbrella, any assets to be received into, or any payments out of, the scheme property which are not attributable to one sub-fund only, must be allocated by the authorised fund manager between the sub-funds in a manner which is fair to the unitholders of the umbrella generally.

01/04/2004

COLL 6.8

Income: accounting, allocation and distribution

01/12/2004

Application

COLL 6.8.1

(1) This section applies to an authorised fund manager.

(2) COLL 6.8.4 R (1) (Unclaimed, de minimis and joint unitholder distributions) also applies to the depositary of an authorised fund.

(3) Except in the case of COLL 6.8.2 R (1) (Accounting periods) and COLL 6.8.3 R (1) (Income allocation and distribution), COLL 6.8 applies as if each sub-fund were a separate authorised fund.

01/04/2004

Accounting periods

COLL 6.8.2

(1) An authorised fund must have:

(a) an annual accounting periods;

(b) a half-yearly accounting period; and

(2) A half-yearly accounting period begins with the first day of an annual accounting period and ends on the day which is six months later or ends on some other reasonable date as set out in the prospectus of the scheme.

01/04/2004

Income allocation and distribution

COLL 6.8.3

(1) An authorised fund must have an annual income allocation date, which must be within four months of the accounting reference date.

(2) An authorised fund may have an interim income allocation date and interim accounting periods and, if it does, the interim income allocation date must be within four months of the end of the relevant interim accounting period.

(3) An authorised fund must have a distribution account to which the income property is transferred at the end of the relevant accounting period.

(4) If income is allocated and distributed during an accounting period:

(a) with effect from the end of the relevant accounting period, the amount of income allocated to unit classes that accumulate income becomes part of the capital property and requires an adjustment to the proportion of the value of the scheme property to which they relate if other classes of units are in issue during the period;

(b) the adjustment in (a) must ensure the price of units remains unchanged despite the transfer of income; and

(c) the amount of any interim distribution may not be more than the amount which, in the opinion of the authorised fund manager, would be available for allocation if the interim accounting period and all previous interim accounting periods in the same annual accounting period, taken together, were an annual accounting period.

01/04/2004

Unclaimed, de minimis and joint unitholder distributions

COLL 6.8.4

(1) Any distribution remaining unclaimed after a period of six years, or such longer time specified by the prospectus, must become part of the capital property.

(2) The authorised fund manager and the depositary may agree a de minimis amount in respect of which a distribution of income is not required, and how any such amounts are to be treated.

(3) Distributions made to the first named joint unitholder on the register will be as effective a discharge to the trustee and manager, as if the first named joint unitholder had been a sole unitholder.

01/04/2004

Guidance: contents of the prospectus

COLL 6.8.5

COLL 4.2.5 R (Table: contents of prospectus) requires the details of COLL 6.8.2 R, COLL 6.8.3 R (1) and COLL 6.8.3 R (2) and COLL 6.8.4 R (1) and COLL 6.8.4 R (2) to be contained in the prospectus as well as when, and how, the distribution will be paid (e.g. by cheque or BACS) and also how any unclaimed distributions are to be processed.

01/04/2004

COLL 6.9

Independence, names and UCITS business restrictions

01/12/2004

Application

COLL 6.9.1

This section applies to the authorised fund manager and the depositary of an authorised fund.

01/04/2004

Independence of depositaries and scheme operators

COLL 6.9.2

(1) Regulation 15(8)(f) of the OEIC Regulations (Requirements for authorisation) requires independence between the depositary, the ICVC and the ICVC's directors, as does section 243(4) of the Act (Authorisation orders) for the trustee and manager of an AUT. COLL 6.9.3 G to COLL 6.9.5 G give FSA's view of the meaning of independence of these relationships. An ICVC, its directors and depositary or a manager and a trustee of an AUT are referred to as "relevant parties" in this guidance.

(2) There are at least three possible kinds of links between the relevant parties:

(a) directors in common;

(b) cross-shareholdings; and

(3) If any of these links exist between the relevant parties, the FSA will have regard to COLL 6.9.3 G to COLL 6.9.5 G in determining whether there is independence.

01/04/2004

Independence: influence by directors

COLL 6.9.3

(1) Independence is likely to be lost if, by means of executive power, either relevant party could control the action of the other.

(2) The board of one relevant party should not be able to exercise effective control of the board of another relevant party. Arrangements which might indicate this situation include quorum provisions and reservations of decision-making capacity of certain directors.

(3) For an AUT, the FSA would interpret the concept of directors in common to include any directors of associates of one relevant party who are simultaneously directors of the other relevant party.

(4) For an ICVC, independence would not be met if:

(a) a director of the ICVC or any associate of the director is a director, an employee, or both of the depositary; or

(b) a director of an ICVC:

(i) has a direct or indirect shareholding for investment purposes of more than 0.5% of the votes at a general meeting or a meeting of holders of the class of share concerned of the depositary of that ICVC; or

(ii) has any other relationship with the depositary which might reasonably be expected to give rise to a potential conflict of interest.

01/04/2004

Independence: influence by shareholding

COLL 6.9.4

Independence is likely to be lost if either of the relevant parties could control the actions of the other by means of shareholders' votes. The FSA considers this would happen if any shareholding by one relevant party and their respective associates in the other exceeds 15% of the voting share capital, either in a single share class or several share classes. The FSA would be willing, however, to look at cross-shareholdings exceeding 15% on a case-by-case basis to consider if there were exceptional grounds for concluding that independence was safeguarded by other means.

01/04/2004

Independence: contractual commitments

COLL 6.9.5

The FSA would encourage relevant parties to consult it in advance about its view on the consequences of any intended contractual commitment or relationship which could affect independence, whether directly or indirectly.

01/04/2004

Undesirable or misleading names

COLL 6.9.6

(1) Regulation 15(9) of the OEIC Regulations and section 243(8) of the Act require that an authorised fund's name must not be undesirable or misleading. This section contains guidance on some specific matters the FSA will consider in determining whether the name of an authorised fund is undesirable or misleading. It is in addition to the requirements of regulation 19 of the OEIC Regulations (Prohibition on certain names).

(2) The FSA will take into account whether the name of the scheme:

(a) is substantially similar to the name of another authorised fund;

(b) implies that the authorised fund has merits which are not, or might not be, justified;

(d) is inconsistent with the authorised fund's investment objectives or policy;

(e) implies that the authorised fund is not an authorised fund (for example, describing the authorised fund as a "plan" or "account" are unlikely to be acceptable); and

(f) might mislead investors into thinking that persons other than the authorised fund manager are responsible for the authorised fund.

(3) The FSA is unlikely to approve a name of an authorised fund that includes the word "guaranteed" unless:

(a) the guarantee is given by:

(i) an authorised person;

(ii) a person authorised by a Home State regulator; or

(iii) a person subject to prudential supervision in accordance with criteria defined by Community law or prudential rules at least as stringent as those laid down by Community law;

other than the authorised fund manager or the depositary.

(b) the authorised fund manager can demonstrate that the guarantor has the authority and resources to honour the terms of the guarantee;

(c) the guarantee covers all unitholders within the authorised fund and is legally enforceable by each unitholder who is intended to benefit from it or by a person acting on that unitholder's behalf;

(d) the guarantee relates to the total amount paid for a unit which includes any charge or other costs of buying or selling units in the authorised fund;

(e) the guarantee provides for payment at a specified date or dates and is unconditional although reasonable commercial exclusions such as force majeure may be included; and

(f) where the guarantee applies to different classes of unit, it is identical in its application to all classes except for the differences attributable to income already received or charges already suffered by the different classes of unit.

(4) The name of an authorised fund may indicate a guaranteed capital return or income return or both but only if the total amount paid for a unit is guaranteed in accordance with (3).

(5) The FSA is unlikely to approve a name of an authorised fund that includes words implying a degree of capital security (such as "capital protected" or anything with a similar meaning) unless the degree of capital security is apparent from the name and clearly stated in the prospectus, and:

(a) the principles in (3) are satisfied except that, for the purposes of (3)(d), the guarantee may relate to an amount not materially less than the total amount paid for a unit; or

(b) the investment objective and investment policy for the authorised fund are such as to show a clear intention to provide a material degree of security in respect of the total amount paid for a unit.

(6) When determining whether (5) is complied with, the FSA will take into account whether the degree of capital security implied by the name fairly reflects the nature of the arrangements for providing that security. This assessment will take place on a case-by-case basis.

01/04/2004

Undesirable or misleading names: umbrellas

COLL 6.9.7

The authorised fund manager must ensure that the name of a sub-fund or of a class of unit is not undesirable or misleading.

01/04/2004

Undesirable or misleading names: umbrellas - guidance

COLL 6.9.8

When deciding whether COLL 6.9.7R is complied with, the FSA will take into account COLL 6.9.6G. COLL 6.9.7R applies generally and not just to the names that include the words "guaranteed" or "capital protected".

01/04/2004

Restrictions of business for UCITS management companies

COLL 6.9.9

A UCITS management company must not engage in any activities other than:

(1) acting as:

(a) an authorised fund manager of an authorised fund; or

(b) an operator of any other collective investment scheme for which the firm is subject to prudential supervision;

(2) activities for the purposes of or in connection with those in (1);

(3) collective portfolio management, including without limitation:

(a) investment management;

(b) administration:

(i) legal and fund management accounting services;

(ii) customer enquiries;

(iii) valuation and pricing (including tax returns);

(iv) regulatory compliance monitoring;

(v) maintenance of unitholder register;

(vi) distribution of income;

(vii) unit issues and redemptions;

(viii) contract settlements (including certificate dispatch); and

(ix) record keeping; and

(4) managing investments where the relevant portfolio includes one or more ISD instruments ;

(5) advising on investments where:

(a) the firm has a permission for the activity in (4); and

(b) each of the instruments are ISD instruments ; and

(6) safeguarding and administration of collective investment scheme units where the firm has a permission for the activity in (4).

01/04/2004

Connected activities: guidance

COLL 6.9.10

(1) Examples of the connected activities referred to in COLL 6.9.9 R (2) include management of group plans, as long as they are dedicated to investments in unit trust schemes and OEICs for which the firm acts as an authorised fund manager.

(2) The restrictions of business imposed by COLL 6.9.9R reflect the position under Article 5 of the UCITS Directive. In accordance with recital (7) of the amending UCITS Management Directive (2001/107/EC) the activities referred to at COLL 6.9.9R (3) (a) to COLL 6.9.9R (3) (c) may be performed on behalf of EEA UCITS management companies.

01/04/2004

Notification to the FSA in its role as registrar of ICVCs

COLL 6.9.11

An ICVC must notify the FSA within 14 days of the occurrence of any of the following:

(1) any amendment to the instrument of incorporation;

(2) any change in the address of the head office of the ICVC;

(3) any change of director;

(4) any change of depositary;

(5) in respect of any director or depositary, any change in the information mentioned in regulation 12(1)(b) or (c) of the OEIC Regulations (Applications for authorisation);

(6) any change of the auditor of the ICVC;

(7) any order in respect of the ICVC made by virtue of regulation 70 of the OEIC Regulations (Mergers and divisions).

01/04/2004

COLL 7

Suspension of dealings and termination of authorised funds

COLL 7.1

Introduction

01/12/2004

Application

COLL 7.1.1

This chapter applies to an ICVC, an ACD, any other director of a ICVC, a depositary of an ICVC, a manager of an AUT and a trustee of an AUT, where such AUT or ICVC is a UCITS scheme or a non-UCITS retail scheme in accordance with COLL 7.1.2 R (Table of application).

01/04/2004

Table of application

COLL 7.1.2

This table belongs to COLL 7.1.1 R.

Rule

ICVC

ACD

Any other directors of an ICVC

Depositary of an ICVC

Manager

Trustee

7.1.1

7.1.3

7.2.1

7.3.1

7.3.2

7.3.3

7.3.4

7.3.5

7.3.6

7.3.7

7.3.8

7.3.9

7.3.10

7.3.11

7.3.12

7.3.13 (1)

7.3.13 (2)

7.4

7.5

7.6

Note: x means "applies"

01/04/2004

Purpose

COLL 7.1.3

(1) This chapter helps to achieve the regulatory objective of protecting investors by ensuring they do not buy or redeem units at a price that cannot be calculated accurately. For instance, due to unforeseen circumstances, it may be impossible to value, or to dispose of and obtain payment for, all or some of the scheme property of an authorised fund or sub-fund. COLL 7.2.1 R (Requirement) sets out the circumstances in which an authorised fund manager must or may suspend dealings in units and the manner in which a suspension takes effect.

(2) This chapter also helps with the regulatory objective of protecting consumers, by providing a cost effective and fair means of winding up authorised funds and terminating sub-funds of ICVCs and AUTs. ENF 16 (Collective investment schemes) deals with the FSA's powers to revoke the authorisation of authorised funds otherwise than by consent.

01/04/2004

COLL 7.2

Suspension and restart of dealings

01/12/2004

Requirement

COLL 7.2.1

(1) The authorised fund manager may, with the prior agreement of the depositary, and must without delay, if the depositary so requires, suspend the issue, cancellation, sale and redemption of units in an authorised fund (referred to in this chapter as "dealings in units"), where due to exceptional circumstances it is in the interest of all the unitholders in the authorised fund.

(2) On suspension, the authorised fund manager, or the depositary if it has required the authorised fund manager to suspend dealings in units, must:

(a) immediately inform the FSA, stating the reason for its action; and

(b) as soon as practicable give written confirmation of the suspension and the reasons for it to:

(i) the FSA; and

(ii) the Home State regulator in each EEA State in which the authorised fund manager holds itself out as willing to sell or redeem units of the authorised fund concerned.

(3) During a suspension, none of the obligations in COLL 6.2 (Dealing) and COLL 6.3 (Valuation and pricing) apply.

(4) The suspension of dealings in units must cease as soon as practicable after the exceptional circumstances referred to in (1) have ceased and, in any event, within 28 days of the commencement of the suspension.

(5) The authorised fund manager must inform the FSA of the proposed restart of dealings in units and immediately after the restart must confirm this by giving notice to the FSA and the authorities mentioned in (2)(b)(ii).

(6) The authorised fund manager may agree, during the suspension, to deal in units at a price calculated by reference to the first valuation point after restart of dealings in units, subject to (8).

(7) This rule applies to a sub-fund as it applies to an authorised fund, and:

(a) references to the units of the class or classes relate to that sub-fund and to the scheme property attributable to the sub-fund; and

(b) this rule can only apply to one or more classes of units without being applied to other classes, if it is in the interest of all the unitholders.

(8) If an authorised fund operates limited redemption arrangements, and the event in (1) has affected a valuation point, the authorised fund manager must declare an additional valuation point as soon as possible after the restart of dealings in units.

01/04/2004

COLL 7.3

Winding up a solvent ICVC and terminating a sub-fund of an ICVC

01/12/2004

Explanation of COLL 7.3

COLL 7.3.1

(1) The winding up of an ICVC may be carried out under this section instead of by the court provided the ICVC is solvent and the steps required under regulation 21 the OEIC Regulations (The Authority's approval for certain changes in respect of a company) are fulfilled. This section lays down the procedures to be followed and the obligations of the ACD and any other directors of the ICVC.

(2) The termination of a sub-fund under this section will be subject to the conditions set out in regulation 21 of the OEIC Regulations. Termination can only commence once the proposed alterations to the ICVC's instrument of incorporation and prospectus have been notified to the FSA and permitted to take effect. On termination, the assets of the sub-fund will normally be realised, and the unitholders in the sub-fund will receive their respective share of the proceeds net of liabilities and the expenses of the termination.

(3) A sub-fund or ICVC may also be terminated or wound up in connection with a scheme of arrangement. Unitholders will become entitled to receive units in another regulated collective investment scheme in exchange for their units.

01/04/2004

Special meanings for termination of a sub-fund of an ICVC

COLL 7.3.2

In this section, where a sub-fund of an ICVC is being terminated, references to:

(1) units, are references to units of the class or classes related to the sub-fund to be terminated;

(2) a resolution, or extraordinary resolution, are references to such a resolution passed at a meeting of unitholders of units of the class or classes referred to in (1);

(3) scheme property, are references to the scheme property allocated or attributable to the sub-fund to be terminated; and

(4) liabilities, are references to liabilities of the ICVC allocated or attributable to the sub-fund to be terminated.

01/04/2004

Guidance on winding up or termination

COLL 7.3.3

This table belongs to COLL 7.3.3 G

Summary of the main steps in winding up a solvent ICVC or terminating a sub-fund under FSA rules , assuming FSA approval.
Notes: N = Notice to be given to the FSA under regulation 21 of OEIC Regulations
E = commencement of winding up or termination
W/U = winding up
FAP = final accounting period (COLL 7.3.8 R(4))

Step number

Explanation

When

COLL rule (unless stated otherwise)

Commence preparation of solvency statement

N-28 days

7.3.5 (2)

Send audited solvency statement to the FSA with copy to depositary

By N + 21 days

7.3.5 (4) and (5)

Receive the FSA approval

N + one month

Regulation 21 of OEIC Regulations

Normal business ceases; publish notices

7.3.6

Realise proceeds, wind up, instruct depositary accordingly

ASAP after E

7.3.7

Prepare final account or termination account & have account audited

On completion of W/U or termination

7.3.8

Send final account or termination account and auditor's report to the FSA & unitholders

Within 2 months of FAP

7.3.8(6)

Request FSA to revoke relevant authorisation order

On completion of W/U

7.3.7(9)

01/04/2004

When an ICVC is to be wound up or a sub-fund terminated

COLL 7.3.4

(1) An ICVC must not be wound up except under this section or as an unregistered company under Part V of the Insolvency Act 1986.

(2) An ICVC must not be wound up under this section if there is a vacancy in the position of ACD.

(3) An ICVC must not be wound up or a sub-fund terminated under this section:

(a) unless and until effect may be given, under regulation 21 of the OEIC Regulations, to proposals to wind up the affairs of the ICVC or to proposals to make the alterations to the ICVC's instrument of incorporation and prospectus that will be required if a sub-fund is terminated; and

(b) unless a statement has been prepared and sent or delivered to the FSA under COLL 7.3.5 R (Solvency statement) and received by the FSA prior to satisfaction of the condition in (a).

(4) Subject to (3) and the subsequent provisions of this section, the appropriate steps to wind up an ICVC or terminate a sub-fund under this section must be taken:

(a) if an extraordinary resolution to that effect is passed; or

(b) when the period (if any) fixed for the duration of the ICVC or the sub-fund by the instrument of incorporation expires or any event occurs, for which the instrument of incorporation provides that the ICVC or the sub-fund is to be wound up; or

(c) on the date stated in any agreement by the FSA in response to a request from the directors for the winding up of the ICVC or a request for the termination of the sub-fund.

01/04/2004

Solvency statement

COLL 7.3.5

(1) Before notice is given to the FSA under regulation 21 of the OEIC Regulations of the proposals referred to in COLL 7.3.4 R (3), the directors must make a full enquiry into the ICVC's affairs to determine whether the ICVC will be able to meet all its liabilities.

(2) The ACD must then, based on the results of this enquiry, prepare a statement either:

(a) confirming that the ICVC will be able to meet all its liabilities within twelve months of the date of the statement; or

(b) stating that such confirmation cannot be given.

(3) This solvency statement must:

(a) relate to the ICVC's affairs at a date no more than 28 days before the date on which notice is given to the FSA ;

(b) if there is more than one director, be approved by the board of directors and signed on their behalf by the ACD; and

(c) if it contains the confirmation under (2)(a), be signed by at least one other director or, if there is no director other than the ACD, be signed by the ACD.

(4) A statement which contains the confirmation under (2)(a) must annex a statement signed by the auditor appointed under Schedule 5 to the OEIC Regulations (Auditors) to the effect that, in his opinion, the enquiry required by (1) has been properly made and is fairly reflected by the confirmation.

(5) The solvency statement must be sent or delivered to the FSA and the depositary no later than 21 days after notice is given to the FSA in accordance with regulation 21 of the OEIC Regulations.

01/04/2004

Consequences of commencement of winding up or termination

COLL 7.3.6

(1) Winding up or termination must commence once the conditions referred to in COLL 7.3.4 R (3) are both satisfied or, if later, once the events in COLL 7.3.4 R (4) have occurred.

(2) Once winding up or termination has commenced:

(a) COLL 6.2 (Dealing), COLL 6.3 (Valuation and pricing) and COLL 5 (Investment and borrowing powers) cease to apply to the ICVC or to the units and scheme property in the case of a sub-fund;

(b) the ICVC must cease to issue and cancel units ;

(d) no transfer of a unit may be registered and no other change to the register of unitholders may be made without the sanction of the directors;

(e) where winding up an ICVC, the ICVC must cease to carry on its business, except for its beneficial winding up; and

(f) the corporate status and corporate powers of the ICVC and (subject to the preceding provisions of this rule) the powers of the directors continue until the ICVC is dissolved.

(3) The ACD must as soon as practicable after winding up or termination has commenced:

(a) if the ACD has not previously notified unitholders of the proposal to wind up the ICVC or terminate the sub-fund, give written notice of the commencement of the winding up or termination to the unitholders; and

(b) if winding up an ICVC, publish notice of the commencement of the winding up (if the head office of the ICVC is situated in England and Wales or Wales) in the London Gazette, or (if the head office of the ICVC is situated in Scotland) in the Edinburgh Gazette or (if the head office of the ICVC is situated in Northern Ireland) in the Belfast Gazette.

01/11/2004

Manner of winding up or termination

COLL 7.3.7

(1) Paragraphs (2) to (9) of this rule apply to winding up an ICVC and termination of a sub-fund, paragraph (10) only applies to the winding up of an ICVC and paragraphs (11) to (15) only apply to the termination of a sub-fund of an ICVC.

(2) The ACD must, as soon as practicable after winding up or termination has commenced, cause the scheme property to be realised and the liabilities of the ICVC or the sub-fund to be met out of the proceeds.

(3) The ACD must instruct the depositary how such proceeds (until utilised to meet liabilities or make distributions to unitholders) must be held and those instructions must be prepared with a view to the prudent protection of creditors and unitholders against loss.

(4) Where sufficient liquid funds are available after making adequate provision for the expenses of the winding up or termination and the discharge of the ICVC's or the sub-fund's remaining liabilities, the ACD may arrange for the depositary to make one or more interim distributions to the unitholders proportionately to the right of their respective units to participate in scheme property at the commencement of the winding up or termination.

(5) On or before the date on which the final account is sent to unitholders in accordance with COLL 7.3.8 R (Final account and termination account), the ACD must arrange for the depositary to make a final distribution to the unitholders, in the same proportions as provided by (4), of the balance remaining (net of a provision for any further expenses of the ICVC or sub-fund).

(6) Paragraphs (2) to (5) are subject to the terms of any scheme of arrangement sanctioned by an extraordinary resolution passed on or before the commencement of the winding up or termination.

(7) Where the ICVC and one or more unitholders (other than the ACD) agree, the requirement in (2) to realise the scheme property does not apply to that part of the scheme property which is proportionate to the right to participate in scheme property of that or those unitholders

(8) In the case of (7), the ACD must cause the ICVC to distribute that part of the scheme property in specie to that or those unitholders in proportion to their respective rights to participate, this distribution being effected after making adjustments and retaining such provision as appears to the ACD appropriate to ensure that those unitholders bear the proportion of the liabilities and the expenses of the distribution attributable to their units.

(9) The depositary must notify the FSA once the winding up of the ICVC or the termination of a sub-fund (including compliance with COLL 7.3.8 R is complete and at the same time the ACD or the depositary must request the FSA to revoke the relevant authorisation order.

(10) Where any sum of money stands to the account of the ICVC at the date of its dissolution, the ACD must arrange for the depositary to pay or lodge that sum within one month after that date in accordance with regulation 33(4) or (5) of the OEIC Regulations (Dissolution in other circumstances).

(11) Where any sums (including unclaimed distributions) remain standing to the account of the scheme property following tender of payment (whether to a creditor or a unitholder), the ACD must instruct the depositary to retain the sums ('tendered sums') in an account ('unclaimed payments account') separate from any other part of the scheme property.

(12) The depositary must, if instructed by the ACD, make a payment out of the unclaimed payments account for the purpose of settling a claim for a tendered sum.

(13) Any costs and reasonable expenses of the ACD for investigating a claim and any costs and expenses incurred by the depositary in making a payment out of the unclaimed payments account may be reimbursed from the payment.

(14) The person entitled to any tendered sum is not entitled to any interest in respect of the unclaimed payments account and any interest arising in respect of the unclaimed payments account must be allocated between the continuing sub-funds of the ICVC in a manner which is fair to the unitholders of the ICVC generally.

(15) Amounts standing to the credit of an unclaimed payments account must be excluded from the value of the scheme property and must not be subject to any distribution under this rule, but upon a dissolution of the ICVC under regulation 33 of the OEIC Regulations, the depositary must cease to hold those amounts as part of that account and they will become subject to the provisions of (10).

01/04/2004

Final account and termination account

COLL 7.3.8

(1) Once the ICVC's affairs are fully wound up or termination of the sub-fund has been completed (including distribution or provision for distribution in accordance with COLL 7.3.7 R (5), the ACD must prepare an account of the winding up or termination showing:

(a) how it has been conducted; and

(b) how the scheme property has been disposed of.

(2) The account in (1) must be, if there is:

(a) more than one director, approved by the board of directors and be signed on their behalf by the ACD and at least one other director; or

(b) no director other than the ACD, signed by the ACD.

(3) Once signed, this account is the "final account" for the purposes of the winding up of an ICVC and the "termination account" for the purposes of the termination of a sub-fund.

(4) The final account must state the date on which the ICVC's affairs were fully wound up and the date stated must be regarded as the final day of the accounting period of the ICVC then running ('final accounting period').

(5) The ACD must ensure that the ICVC's auditor makes a report in respect of the final account or termination account, which states the auditor's opinion whether the final account or termination account has been properly prepared for the purpose of (1).

(6) Within two months of the date of the completion of the winding up of the ICVC or termination of the sub-fund, the ACD must send a copy of the final account or termination account and the auditor's report on it to the FSA and to each person who was a unitholder (or the first named of joint unitholders) immediately before its end.

01/04/2004

Duty to ascertain liabilities

COLL 7.3.9

(1) The ACD must use all reasonable endeavours to ensure that all the liabilities of the ICVC are discharged before the completion of the winding up or termination.

(2) The duty in (1) relates to all liabilities of which the ACD:

(a) is, or becomes, aware before the completion of the winding up or termination; or

(b) would have become aware before the completion of the winding up or termination had it used all reasonable endeavours to ascertain the liabilities.

(3) If the ACD rejects any claim against the ICVC in whole or part or against the ICVC in respect of a liability in whole or part, the ACD must immediately send to the claimant written notice of its reasons for doing so.

01/04/2004

Reports and accounts

COLL 7.3.10

(1) The ACD need not (as would be required under COLL 4.5.13 R (Provision of short report)) send to each unitholder a copy of any short report relating to an annual accounting period or half-yearly accounting period which began after commencement of winding up or termination, if the directors of the ICVC, after consulting the FSA, have reasonably determined that this is not required in the interest of unitholders.

(2) Where (1) applies, a copy of the short or long report must be supplied free of charge to any unitholder upon request.

01/04/2004

Liabilities of the ACD

COLL 7.3.11

(1) Except to the extent that the ACD can show that it has complied with COLL 7.3.9 R (Duty to ascertain liabilities), the ACD:

(a) is personally liable to meet any liability of an ICVC, of which it is the ACD, wound up under this section (whether or not the ICVC has been dissolved); and

(b) must keep the ICVC indemnified against any liability allocated or attributable to a sub-fund that has been terminated under these rules

that was not discharged before the completion of the winding up or termination.

(2) Where winding up an ICVC, if the proceeds of the realisation of the assets attributable, or allocated to a particular sub-fund of an umbrella ICVC are insufficient to meet the liabilities attributable or allocated to that sub-fund, the ACD must pay to the ICVC, for the account of that sub-fund the amount of the deficit, unless and to the extent that the ACD can show that the deficit did not arise as a result of any failure by the ACD to comply with the rules in COLL.

(3) The liabilities of the ACD under this rule create a debt (in England and Wales in the nature of a specialty) accruing due from it on the completion of the winding up or termination and payable upon the demand of the creditor in question (including the ICVC in the circumstances described in (2)).

(4) The obligations of the ACD under this rule do not affect any other obligation of the ACD under these rules or the general law.

01/04/2004

Additional provisions applicable to umbrella companies

COLL 7.3.12

(1) Liabilities of an ICVC which is an umbrella attributable, or allocated, to a particular sub-fund must be met first out of the scheme property attributable or allocated to such sub-fund.

(2) If the liabilities to be met out of a particular sub-fund of an umbrella ICVC are greater than the proceeds of the realisation of the scheme property attributable or allocated to that sub-fund, the deficit must be met out of the scheme property attributable or allocated to the solvent sub-funds of that umbrella ICVC in which the proceeds of realisation exceed liabilities and divided between those sub-funds in a manner that is fair to the unitholders in those solvent sub-funds.

(3) Paragraph (2) applies in respect of any deficit arising as a result of additional liabilities accruing to a sub-fund through the operation of (2).

(4) In calculating the amount of liabilities for the purpose of (2), account must be taken of any payments received or to be received from the ACD under COLL 7.3.11 R (Liabilities of the ACD).

01/04/2004

Miscellaneous

COLL 7.3.13

(1) If:

(a) during the course, or as a result, of the enquiry referred to in COLL 7.3.5 R (1) (Solvency statement), the directors become of the opinion that it will not be possible to provide the confirmation referred to in (2)(a) of that rule; or

(b) after winding up or termination has commenced, the ACD becomes of the opinion that the ICVC will be unable to meet all its liabilities within twelve months of the date of the statement provided under (a) of COLL 7.3.5 R (2);

the directors must immediately present a petition or cause the ICVC to present a petition for the winding up of the ICVC as an unregistered ICVC under Part V of the Insolvency Act 1986.

(2) If, after the commencement of a winding up under this chapter and before notice of completion of the winding up has been sent to the FSA, there is a vacancy in the position of ACD, the directors of the ICVC must immediately present or cause the ICVC to present or, if there are no directors, the depositary must immediately present, a petition for the winding up of the ICVC as an unregistered ICVC under Part V of the Insolvency Act 1986.

01/04/2004

COLL 7.4

Winding up an AUT and terminating a sub-fund of an AUT

01/12/2004

Explanation of COLL 7.4

COLL 7.4.1

(1) This section deals with the circumstances and manner in which an AUT is to be wound up or a sub-fund of an AUT is to be terminated. Under section 256 of the Act (Requests for revocation of authorisation order), the manager or trustee of an AUT may request the FSA to revoke the authorisation order in respect of that AUT. Section 257 of the Act (Directions) gives the FSA the power to make certain directions.

(2) The termination of a sub-fund under this section will be subject to section 251 of the Act (Alteration of schemes and changes of manager or trustee). Termination can only commence once the proposed alterations to the trust deed and prospectus have been notified to the FSA in writing and permitted to take effect. On termination, the assets of the sub-fund will normally be realised, and the unitholders in the sub-fund will receive their respective share of the proceeds net of liabilities and the expenses of the termination.

(3) An AUT or a sub-fund of an AUT may also be wound up or terminated in connection with a scheme of arrangement. Unitholders will become entitled to receive units in another regulated collective investment scheme in exchange for their units.

01/04/2004

Special meanings for termination of a sub-fund of an AUT

COLL 7.4.2

In this section, where a sub-fund of an AUT is being terminated, references to:

(1) units, are references to units of the class or classes related to the sub-fund to be terminated;

(2) a resolution or extraordinary resolution, are references to such a resolution passed at a meeting of unitholders of units of the class or classes referred to in (1);

(3) scheme property, are references to the scheme property allocated or attributable to the sub-fund to be terminated; and

(4) liabilities, are references to liabilities of the AUT allocated or attributable to the sub-fund to be terminated.

01/04/2004

When an AUT is to be wound up or a sub-fund terminated

COLL 7.4.3

(1) Upon the happening of any of the events or dates referred to in paragraph (2) and not otherwise:

(a) COLL 6.2 (Dealing), COLL 6.3 (Valuation and pricing) and COLL 5 (Investment and borrowing powers) cease to apply to the AUT;

(b) the trustee must cease to issue and cancel units ;

(d) the manager must cease to arrange the issue or cancellation of units under COLL 6.2.7 R (Issue and cancellation of units through an authorised fund manager); and

(e) the trustee must proceed to wind up the AUT or terminate the sub-fund in accordance with COLL 7.4.4 R.

(2) The events referred to in (1) are:

(a) the authorisation order of the AUT is revoked;

(b) alterations to the AUT's trust deed and prospectus that will be required if the sub-fund is terminated taking effect in accordance with section 251 of the Act;

(c) the passing of an extraordinary resolution winding up the AUT or terminating the sub-fund, provided FSA's prior consent to the resolution has been obtained by the manager or trustee;

(d) in response to a request to the FSA by the manager or the trustee for the revocation of the authorisation order, the FSA has agreed, subject to there being no material change in any relevant factor, that, on the conclusion of the winding up of the AUT, the FSA will agree to that request;

(e) the expiration of any period specified in the trust deed as the period at the end of which the AUT is to be wound up or the sub-fund is to terminate;

(f) the effective date of a duly approved scheme of arrangement, which is to result in the AUT or sub-fund that is subject to the scheme of arrangement being left with no property; or

(g) the date on which a relevant pension scheme is notified in writing by the Occupational Pensions Schemes Regulatory Authority that the scheme is no longer registered under the Welfare and Pensions Reform Act 1999 as a stakeholder pension scheme.

(3) This rule is without prejudice to COLL 7.2.1 R(Requirement) and to any order or direction made under section 257 or 258 of the Act.

01/04/2004

Manner of winding up or termination

COLL 7.4.4

(1) Where COLL 7.4.3 R (2) (f) applies, the trustee must wind up the AUT or terminate the sub-fund in accordance with the approved scheme of arrangement.

(2) In any other case falling within COLL 7.4.3 R:

(a) once the AUT falls to be wound up or sub-fund terminated, the trustee must realise the scheme property;

(b) after paying out or retaining adequate provision for all liabilities payable and for the costs of the winding up or termination, the trustee must distribute the proceeds of that realisation to the unitholders and the manager proportionately to their respective interests in the AUT or sub-fund as at the date, or the date of the relevant event referred to in COLL 7.4.3 R; and

(c) any unclaimed net proceeds or other cash (including unclaimed distribution payments) held by the trustee after one year from the date on which they became payable must be paid by the trustee into court (or, in Scotland, as the court may direct), subject to the trustee having a right to retain any expenses properly incurred by him relating to that payment.

(3) For an AUT which is a relevant pension scheme, payments must not be made to unitholders in the AUT, the realisation proceeds having to be paid by the trustee in accordance with the trust deed.

(4) Where the trustee and one or more unitholders agree, the requirement in (2) to realise the scheme property does not apply to that part of the property proportionate to the entitlement of that or those unitholders.

(5) The trustee may distribute the part of the scheme property referred to in (4) in the form of property, after making adjustments or retaining provisions as appears appropriate to the trustee for ensuring that, that or those unitholders bear a proportional share of the liabilities and costs.

(6) On completion of the winding up in respect of the events referred to in COLL 7.4.3 R (2)(c), COLL 7.4.3 R (2)(d) or COLL 7.4.3 R (2)(e) , the trustee must notify the FSA in writing and at the same time the manager or trustee must request the FSA to revoke the relevant authorisation order.

01/04/2004

Accounting and reports during winding up or termination

COLL 7.4.5

(1) For any annual or half-yearly accounting period which began after commencement of the winding up or termination, the trustee (after consulting the manager (if appropriate) and the FSA) may direct that COLL 4.5.13 R (Provision of short report) may be dispensed with, provided that it has taken reasonable care to determine that the report is not required in the interests of the unitholders.

(2) Where (1) applies, a copy of the short and long report must be supplied free of charge to any unitholder upon request.

(3) The period in question in (2) must be reported on together with the following period in the next report prepared for the purposes of this rule.

(4) At the conclusion of the winding up or termination, the accounting period then running is regarded as the final annual accounting period.

(5) Within two months after the end of the final annual accounting period or the termination of the sub-fund, the annual reports of the manager and trustee must be published and sent to the FSA and to each person who was a unitholder or the first named of joint unitholders immediately before its end.

01/04/2004

COLL 7.5

Schemes or sub-funds that are not commercially viable

01/12/2004

Explanation of this section

COLL 7.5.1

(1) The FSA expects that the majority of requests it will receive for the winding up of an authorised fund (under regulation 21(1) of the OEIC Regulations or under section 256 of the Act) or termination of a sub-fund will be from authorised fund managers and depositaries who consider that the AUT, ICVC or sub-fund in question is no longer commercially viable.

(2) It is in consumers' interests to minimise, as far as possible, the period between which the FSA receives such requests and responds to them. To assist the FSA in arriving at a quick decision, based on all the relevant factors, it would be helpful for the FSA to receive the information listed at COLL 7.5.2 G. Further information, however, may be requested by the FSA after receipt of the information, depending on the individual circumstances of the case.

01/04/2004

Information to be provided to the FSA

COLL 7.5.2

The information referred to in COLL 7.5.1 G is listed below:

(1) the name of the authorised fund or sub-fund;

(2) the size of the authorised fund or sub-fund;

(3) the number of unitholders;

(4) whether dealing in units has been suspended;

(5) why the request is being made;

(6) what consideration has been given to the authorised fund or sub-fund entering into a scheme of arrangement with another regulated collective investment scheme and the reasons why a scheme of arrangement is not feasible;

(7)

(a) whether unitholders have been informed of the intention to seek termination, winding up or revocation; and

(b) if not, when they will be informed;

(8) details of any proposed preferential switching rights offered or to be offered to unitholders;

(9) details of any proposed rebate of charges to be made to unitholders who recently purchased units;

(10) where the costs of winding up or termination will fall;

(11) the depositary's:

(a) statement whether having taken reasonable care it is certain that a scheme of arrangement is not feasible and explaining what steps have been considered that would result in the authorised fund or sub-fund not needing to wind up or terminate (for example, appointing a replacement authorised fund manager); and

(b) confirmation that it will not or does not expect to qualify a report made in accordance with COLL 4.5.11 R (Report of the depositary);

(12) the preferred date for the FSA's determination to revoke authorisation or the date for the commencement of the winding up or termination; and

(13) any additional information or material considered to be relevant to the FSA's decision under sections 251 and 256 of the Act or regulation 21 of the OEIC Regulations (as appropriate).

01/04/2004

COLL 7.6

Schemes of arrangement

01/12/2004

Schemes of arrangement: explanation

COLL 7.6.1

(1) A proposal that an authorised fund should be involved in a scheme of arrangement is subject to written notice to and approval by the FSA under section 251 of the Act (Alteration of schemes and changes of manager or trustee) or regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company). Effect cannot be given to such a change except in accordance with that section or regulation.

(2) The issue of units in exchange for assets as part of an approved scheme of arrangement is subject to:

(a) COLL 6.2.5 R and COLL 6.2.6 R (Issue and cancellation of units);

(b) COLL 6.2.15 R (In specie issue and redemption); and

01/04/2004

Schemes of arrangement: requirements

COLL 7.6.2

(1) If a scheme of arrangement is entered into in relation to an authorised fund ("transferor fund") or a sub-fund of a scheme which is an umbrella ("transferor sub-fund"), an authorised fund manager must ensure that the unitholders of the transferor fund or sub-fund do not become unitholders of units in a collective investment scheme other than a regulated collective investment scheme.

(2) For a UCITS scheme or a sub-fund of a UCITS scheme, (1) applies as if the reference to a regulated collective investment scheme also excludes any recognised scheme other than a scheme recognised under section 264 of the Act (Schemes constituted in other EEA States).

(3) Where, for the purpose of a scheme of arrangement, it is proposed that scheme property of an authorised fund should become the property of another regulated collective investment scheme or sub-fund of a regulated collective investment scheme, the proposal must not be implemented without the sanction of an extraordinary resolution of the unitholders in the authorised fund, unless (4) applies.

(4) Where, for the purposes of a scheme of arrangement, it is proposed that scheme property attributable to a sub-fund of an umbrella should become the property of another regulated collective investment scheme or of another sub-fund of a regulated collective investment scheme (whether or not of that umbrella), the proposal must not be implemented without the sanction of:

(a) an extraordinary resolution of the unitholders in the sub-fund of that umbrella; and

(b) (unless implementation of the scheme of arrangement is not likely to result in any material prejudice to the interests of the unitholders in any other sub-fund of that umbrella) an extraordinary resolution of the unitholders of units in that umbrella.

(5) If it is proposed that an authorised fund or sub-fund of an umbrella should receive property (other than its first property) as a result of a scheme of arrangement (or an arrangement equivalent to a scheme of arrangement) which is entered into by some other collective investment scheme or sub-fund, or by a body corporate, the proposal must not be implemented without the sanction of an extraordinary resolution of the unitholders in the authorised fund or (as the case may be) of the class or classes of units related to the sub-fund unless (6) applies.

(6) This paragraph (6) applies if the directors of the ICVC or the manager and trustee of the AUT agree that the receipt of the property concerned for the account of the ICVC or AUT :

(a) is not likely to result in any material prejudice to the interests of the unitholders of the authorised fund;

(b) is consistent with the objectives of the authorised fund or sub-fund; and

01/04/2004

COLL 8

Qualified investor schemes

COLL 8.1

Introduction

01/12/2004

COLL 8.1.1

(1) This chapter applies to:

(a) an authorised fund manager of an AUT or an ICVC;

(b) any other director of an ICVC;

(d) an ICVC,

which is a qualified investor scheme.

(2) Where this chapter refers to rules in any other chapter of this sourcebook, those rules and any relevant guidance should be applied as if they referred to qualified investor schemes.

01/04/2004

Purpose

COLL 8.1.2

(1) This chapter assists in achieving the regulatory objective of protecting consumers by providing an appropriate degree of protection in respect of authorised funds that are only intended for investors that are, in general, prepared to accept a higher degree of risk in their investments or have a higher degree of experience and expertise than investors in retail schemes.

(2) This section ceases to apply where a qualified investor scheme has converted to be authorised as a UCITS scheme or a non-UCITS retail scheme.

01/04/2004

Qualified investor schemes: eligible investors

COLL 8.1.3

(1) The authorised fund manager of a qualified investor scheme must take reasonable care to ensure that ownership of units in that scheme is only recorded in the register for the categories of person to whom it can be promoted under COB 3 Annex 5 (Permitted promotion of unregulated collective investment schemes and qualified investor schemes).

(2) The authorised fund manager will be regarded as complying with (1) to the extent that it can show that it was reasonable for it to rely on relevant information provided by another person.

01/04/2004

Qualified investor schemes - explanation

COLL 8.1.4

(1) Qualified investor schemes are authorised funds which may only be sold or marketed to sophisticated investors. Therefore, the authorised fund manager must take reasonable care to ensure that subscription in relation to the units of this type of scheme should only be in relation to the client types set out in COB 3 Annex 5 . COB 3.11.6 R (Promotion of qualified investor schemes) also restricts promotion of qualified investor schemes to the categories of person set out in COB 3 Annex 5.

(2) Accordingly, qualified investor schemes have a more relaxed set of rules governing their operation and in particular their investment powers than for retail schemes. A qualified investor scheme is essentially a mixed asset type of scheme where different types of permitted asset may be included as part of the scheme property, depending on the investment objectives and policy of that scheme and within any restrictions in the rules.

01/04/2004

Application and notification procedures

COLL 8.1.5

Details of the application procedures in respect of qualified investor schemes are contained in COLL 2.1 (Authorised fund applications). COLLG provides details on how notifications may be made to the FSA .

01/04/2004

COLL 8.2

Constitution

01/12/2004

Application

COLL 8.2.1

This section applies to an authorised fund manager in respect of a qualified investor scheme.

01/04/2004

Classes of unit

COLL 8.2.2

A qualified investor scheme may issue such classes of unit as are set out in the instrument constituting the scheme, provided the rights of any class are not unfairly prejudicial as against the interests of the unitholders of any other class of units in that scheme.

01/04/2004

Names of schemes, sub-funds, and classes of units

COLL 8.2.3

The authorised fund manager must ensure that the name of the scheme, a sub-fund or a class of unit is not undesirable or misleading.

01/04/2004

Undesirable and misleading names

COLL 8.2.4

COLL 6.9.6 G (Undesirable or misleading names) contains guidance as to names which may be undesirable or misleading.

01/04/2004

Instrument constituting the scheme

COLL 8.2.5

The statements and provisions required by COLL 8.2.6 R must be included in the instrument constituting the scheme of a qualified investor scheme.

01/04/2004

Table: contents of the instrument constituting the scheme

COLL 8.2.6

This table belongs to COLL 8.2.5 R

Description of the authorised fund

Information detailing:

(1)

the name of the authorised fund;

(2)

that the authorised fund is a qualified investor scheme; and

(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.

Constitution

The following statements:

(1)

the scheme property of the scheme is entrusted to a depositary for safekeeping (subject to any exception permitted by the rules);

(2)

if relevant, the duration of the scheme is limited and, if so, for how long;

(3)

charges and expenses of the scheme may be taken out of scheme property;

(4)

for an ICVC:

(a)

what the maximum and minimum sizes of the scheme's capital are; and

(b)

the unitholders are not liable for the debts of the company; and

(5)

for an AUT:

(a)

the trust deed:

(i)

is made under and governed by the law of England and Wales, or the law of Scotland or the law of Northern Ireland;

(ii)

is binding on each unitholder as if he had been a party to it and that he is bound by its provisions; and

(iii)

authorises and requires the trustee and the manager to do the things required or permitted of them by its terms;

(b)

subject to the provisions of the trust deed and all the rules made under section 247 of the Act (Trust scheme rules):

(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

(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);

(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

(d)

payments to the trustee by way of remuneration are authorised to be paid (in whole or in part) out of the scheme property.

Investment objectives

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.

Units in the scheme

A statement of:

(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

(2)

the rights attaching to units of each class (including any provisions for the expression in two denominations of such rights).

Limitation on issue of and redemption of units

Details as to:

(1)

the provisions relating to any restrictions on the right to redeem units in any class; and

(2)

the circumstances in which the issue of the units of any particular class may be limited.

Income and distribution

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.

Base currency

A statement of the base currency of the scheme.

Meetings

Details of the procedures for the convening of meetings and the procedures relating to resolutions, voting and the voting rights for unitholders.

Powers and duties of the authorised fund manager and depositary

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.

Termination and suspension

Details of:

(1)

the grounds under which the authorised fund manager may initiate a suspension of the scheme and any associated procedures; and

(2)

the methodology for determining the rights of unitholders to participate in the scheme property on winding up.

Other relevant matters

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.

01/04/2004

Limited issue

COLL 8.2.7

Units whose issue may be limited can only be issued if permitted by the instrument constituting the scheme, under the conditions set out in the prospectus and provided that this will not materially prejudice any existing unitholders in the scheme.

01/04/2004

COLL 8.3

Investor relations

01/12/2004

Application

COLL 8.3.1

This section applies to an ICVC which is a qualified investor scheme and the authorised fund manager of a qualified investor scheme.

01/04/2004

Drawing up and availability of prospectus

COLL 8.3.2

(1) An authorised fund manager must ensure that a prospectus of a qualified investor scheme is drawn up which contains the information, specified in COLL 8.3.4 R (Table: contents of qualified investor scheme prospectus), and the authorised fund manager must:

(a) revise the prospectus immediately upon the occurrence of any materially significant change in the information required to be stated within it;

(b) include the date of any revision in a prominent manner in the revised prospectus, and

(2) The prospectus must not contain any provision which is unfairly prejudicial to the interests of unitholders generally or to the unitholders of any class of units.

(3) An ICVC or the manager of an AUT must offer a copy of the scheme's most recent prospectus free of charge to any person eligible to invest in a qualified investor scheme prior to the purchase of any units.

01/04/2004

False or misleading prospectus

COLL 8.3.3

The authorised fund manager must ensure that the prospectus does not contain any untrue or misleading statement or omit any matter required by the rules in this sourcebook to be included in it.

01/04/2004

Table: contents of qualified investor scheme prospectus

COLL 8.3.4

This table belongs to COLL 8.3.2 R.

Document status

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.

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;

(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;

(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.

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.

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.

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.

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)

for an AUT, the names of the directors of the manager.

Directors of an ICVC, other than the ACD

Other than for the ACD:

(1)

the names and positions in the ICVC of the directors; and

(2)

the manner, amount and calculation of the remuneration of the directors.

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.

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.

The auditor

The name of the auditor of the authorised fund.

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.

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.

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

(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

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 or historic price basis is to be applied.

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.

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.

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.

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.

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.

01/04/2004

Report and accounts

COLL 8.3.5

(1) The authorised fund manager must prepare a report in respect of each annual accounting period and half-yearly accounting period.

(2) The first annual accounting period must begin:

(a) on the first day of any period of initial offer; or

(b) in any other case, on the date of the relevant authorisation order.

(3) The authorised fund manager must within a reasonable time after the end of each relevant accounting period, publish the annual report and half-yearly report and provide a copy free of charge on request to any unitholder.

(4) The authorised fund manager must comply with the requirements of the IMA SORP.

(5) The authorised fund manager must provide free of charge on the request of a purchaser of units a copy of the latest annual or half-yearly report before the conclusion of that sale.

(6) The authorised fund manager must provide a copy of each annual and half-yearly report to the FSA .

01/04/2004

Alterations to the scheme and notices to unitholders

COLL 8.3.6

(1) Any proposed change which would be reasonably considered to be a fundamental change to the scheme requires the prior sanction of an ordinary resolution of the unitholders.

(2) Any proposed change to the scheme which is not within (1) but which would be reasonably considered to be significant, requires the giving of reasonable notice to unitholders to become effective.

(3) Alterations affecting only a particular sub-fund or class of units may be approved in accordance with (1) or (2) for the particular sub-fund or class of units, with the consent of, or, as the case may be, notice to, the relevant unitholders.

(4) This rule and COLL 8.3.8 R (Meetings) will apply (unless the context requires otherwise) to alterations concerning unitholders of a particular sub-fund or class of units rather than the scheme or sub-fund as a whole.

01/04/2004

Alterations to the scheme and notices to unitholders: guidance

COLL 8.3.7

Although account should be taken of the guidance on fundamental changes (COLL 4.3.5 G (Guidance on fundamental changes)) and significant changes (COLL 4.3.7 G (Guidance on significant changes)) the impact of any change to the scheme should be assessed individually based on the nature of the scheme and its investor profile.

01/04/2004

Meetings

COLL 8.3.8

(1) Details of the procedures for the convening and conducting of meetings and resolutions must be set out in the instrument constituting the scheme and be reasonable and fair as between all relevant parties.

(2) The authorised fund manager must record and keep minutes for six years of all proceedings to which COLL 8.3.6 R (Alterations to the scheme and notices to unitholders) and this rule are relevant.

(3) The provisions in COLL 4.4.12 R (Notices to unitholders), COLL 4.4.13 R (Other notices) and COLL 4.4.14 G (References to writing and electronic documents) apply in relation to qualified investor schemes.

01/04/2004

COLL 8.4

Investment and borrowing powers

01/12/2004

Application

COLL 8.4.1

This section applies to an ICVC which is a qualified investor scheme and an authorised fund manager and a depositary of a qualified investor scheme.

01/04/2004

Spread of risk

COLL 8.4.2

An authorised fund manager must take reasonable steps to ensure that the scheme property of a qualified investor scheme provides a spread of risk, taking into account the investment objectives and policy of the scheme as stated in the most recently published prospectus, and in particular, any investment objective as regards return to the unitholders (whether through capital appreciation or income or both).

01/04/2004

Investment powers: general

COLL 8.4.3

(1) The scheme property of a qualified investor scheme may, subject to the rules in this chapter, comprise any assets or investments to which it is dedicated.

(2) The instrument constituting the scheme and the prospectus may further restrict:

(a) the kinds of assets in which the scheme property may be invested;

(b) the types of transactions permitted and any relevant limits; and

01/04/2004

Qualified investor schemes: general

COLL 8.4.4

The scheme property of a qualified investor scheme must, except where otherwise provided by the rules in this chapter, consist only of one or more of the following to which it is dedicated:

(1) any specified investment:

(a) within articles 74 to 86 of the Regulated Activities Order; and

(b) within article 89 (Rights to or interests in investments) of the Regulated Activities Order where the right or interest relates to a specified investment within (a);

(2) an interest in an approved immovable under COLL 8.4.11 R (Investment in property), provided the country or territory in which the land or building is situated is identified in the prospectus;

(3) precious metals; or

(4) a commodity contract traded on an RIE or a recognised overseas investment exchange.

01/04/2004

Investment in collective investment schemes

COLL 8.4.5

A qualified investor scheme may invest in units in a scheme (a second scheme) only if the second scheme is:

(1) a regulated collective investment scheme; or

(2) a scheme not within (1) where the authorised fund manager has taken reasonable care to determine that:

(a) it is the subject of an independent annual audit conducted in accordance with international accounting standards;

(b) it has its value verified by a person independent from its operator in relation to each day on which dealing in that scheme's units may take place;

(d) it is prohibited from having more than 15% of its value in units of schemes; and

(e) it operates in accordance with the principle of risk spreading.

01/04/2004

Delivery of property under a transaction in derivatives or a commodities contract

COLL 8.4.6

(1) An authorised fund manager must take reasonable care to determine the following when entering into any transaction in derivatives or any commodity contract which may result in any asset becoming part of the scheme property:

(a) if it is an asset in which the scheme property could be invested, that the transaction:

(i) can be readily closed out; or

(ii) would at the expected time of delivery relate to an asset which could be included in the scheme property under the rules in this chapter; or

(b) in any other case that the transaction can be readily closed out.

(2) An authorised fund manager may acquire an asset within (1) if its determination has proved incorrect and if it determines that acquisition is in the interests of the unitholders, provided it has the consent of the depositary.

(3) Any asset within (1) acquired in accordance with (2) may form part of the scheme property despite any other rule in this chapter until the position can be rectified.

01/04/2004

Cover for transactions in derivatives and forward transactions

COLL 8.4.7

(1) A transaction in derivatives or a forward transaction may be entered into only if the maximum exposure, in terms of the principal or notional principal created by the transaction to which the scheme is or may be committed by another person, is covered globally under (2).

(2) Exposure is globally covered if adequate cover from within the scheme property is available to meet the scheme's total exposure taking into account any reasonably foreseeable market movement.

(3) The total exposure relating to derivatives held in a qualified investor scheme may not exceed the net value of the scheme property.

(4) No element of cover may be used more than once.

01/04/2004

Continuing nature of limits and requirements

COLL 8.4.8

(1) An authorised fund manager must, as frequently as necessary to ensure compliance with COLL 8.4.7 R (2) and COLL 8.4.7 R (4), re-calculate the amount of cover required in respect of derivatives and forwards positions in existence under this chapter.

(2) Derivatives and forwards positions may be retained in the scheme property only so long as they remain covered globally under COLL 8.4.7 R.

(3) An authorised fund manager must use a risk management process enabling it to monitor and measure as frequently as appropriate the risk of a scheme's derivatives positions and their contribution to the overall risk profile of the scheme.

01/04/2004

Permitted stock lending

COLL 8.4.9

(1) The ICVC, or the depositary at the request of the ICVC, or the trustee at the request of the manager, may enter into a stock lending arrangement within section 263B of the Taxation of Chargeable Gains Act 1992 (without extension by section 263C).

(2) The depositary must ensure that the value of any collateral, for the stock lending arrangement is at all times at least equal to the value of the securities transferred by the depositary.

(3) In the case of the expiry of validity of any collateral, the duty in (2) is satisfied if the depositary or the authorised fund manager, as appropriate, takes reasonable care to determine that sufficient collateral will be transferred by close of business on the day of expiry.

01/04/2004

General power to borrow

COLL 8.4.10

(1) The ICVC or trustee (on the instructions of the manager) may borrow money for the use of the authorised fund on terms that the borrowing is to be repayable out of the scheme property.

(2) The authorised fund manager must ensure that the authorised fund's borrowing does not, on any day, exceed 100 % of the net value of the scheme property and must take reasonable care to ensure that arrangements are in place that will enable borrowings to be closed out to ensure such compliance.

(3) In this rule "borrowing" also includes any arrangement (including a combination of derivatives) designed to achieve a temporary injection of money into the scheme property in the expectation that the sum will be repaid.

(4) Where the limit in (2) is breached, the authorised fund manager must take action in accordance with the principles set out in COLL 8.5.3 R (3) to COLL 8.5.3 R (5) (Duties of the authorised fund manager: investment and borrowing powers) to deal with that breach.

01/04/2004

Investment in property

COLL 8.4.11

(1) Any investment in land or a building held within the scheme property of a qualified investor scheme must be in an immovable within (2).

(2) For an immovable :

(a) it must be situated in a country or territory identified in the prospectus;

(b) the authorised fund manager must have taken reasonable care to determine that the title to the interest in the immovable is a good marketable title; and

(i) contains a valuation of the interest in the immovable (with and without any relevant existing mortgage); and

(ii) states that in the appropriate valuer's opinion the interest in the immovable would if acquired by the scheme, be capable of being disposed of reasonably expeditiously at that valuation;

(d) unless (c) is satisfied, the manager or the ICVC must have received a report from an appropriate valuer valuing the interest in the immovable and stating that:

(i) the immovable is adjacent to or in the vicinity of another immovable included in the scheme property; and

(ii) in the opinion of the appropriate valuer, the total value of the interests in both immovables would at least equal the sum of the price payable for the interest in the immovable and the existing value of the interest in the other immovable; and

(e) it must not be bought:

(i) if it becomes apparent to the authorised fund manager that the report in either (c) or (d) could no longer reasonably be relied upon; or

(ii) at a price more than 105% of the valuation relevant to the interest for that immovable in the report in either (c) or (d).

(3) Any contents of any building may be regarded as part of the relevant immovable.

(4) An appropriate valuer must be a person who:

(a) has knowledge of and experience in the valuation of immovables of the relevant kind in the relevant area;

(b) is qualified to be a standing independent valuer of an authorised fund or is considered by the scheme's standing independent valuer to hold an equivalent qualification;

(c) is independent of the ICVC, the depositary and each of the directors of the ICVC or of the manager and trustee of the AUT; and

(d) has not engaged himself or any of his associates in relation to the finding of the immovable for the scheme or the finding of the scheme for the immovable.

01/04/2004

Investment limits for immovables

COLL 8.4.12

The following limits apply in respect of immovables held as part of the scheme property:

(1) the amount secured by mortgages over any immovable must not exceed 100% of the latest valuation by an appropriate valuer under COLL 8.4.11 R (2)(c) or COLL 8.4.11 R (2)(d) or COLL 8.4.13 R, as appropriate;

(2) no option may be granted to a person to buy or obtain an interest in any immovable comprised in the scheme property if this might unduly prejudice the ability to provide redemption; and

(3) the total of all premiums paid for options to purchase immovables must not exceed 10% of the scheme value in any 12 month period, calculated at the date of the granting of the option.

01/04/2004

Standing independent valuer and valuation

COLL 8.4.13

(1) In relation to the appointment of a valuer the authorised fund manager must:

(a) at the outset appoint the standing independent valuer with the approval of the depositary and likewise upon any vacancy; and

(b) ensure that any immovables in the scheme property are valued by an appropriate valuer (standing independent valuer) appointed by the authorised fund manager.

(2) The following apply in relation to the functions of the standing independent valuer:

(a) the authorised fund manager must ensure that the standing independent valuer appointed under (1), procures the valuation of all the immovables held within the scheme property, on the basis of a full valuation with physical inspection (including, where the immovable is or includes a building, internal inspection) at least once a year;

(b) for the purposes of (a), any inspection in relation to adjacent properties of a similar nature and value may be limited to that of only one such representative property;

(c) the authorised fund manager must ensure that the standing independent valuer values the immovables, on the basis of a review of the last full valuation, at least once a month;

(d) if either the authorised fund manager or the depositary becomes aware of any matter which appears likely to:

(i) affect the outcome of a valuation of an immovable; or

(ii) cause the valuer to decide to value under (a), instead of under (c),

it must immediately inform the standing independent valuer of that matter;

(f) any valuation by the standing independent valuer must be on the basis of an 'Open Market value' as defined in the Royal Institute of Chartered Surveyors' Appraisal and Valuation Standards (Fifth Edition) ("Red Book")but is subject to any provisions of the instrument constituting the scheme.

(3) In relation to immovables:

(a) any valuation under this rule has effect, until the next valuation under this rule, for the purposes of the value of immovables; and

01/04/2004

COLL 8.5

Powers and responsibilities

01/12/2004

Application

COLL 8.5.1

This section applies to an ICVC which is a qualified investor scheme and the authorised fund manager any other directors of an ICVC and the depositary of a qualified investor scheme.

01/04/2004

Functions of the authorised fund manager

COLL 8.5.2

(1) The authorised fund manager must manage the scheme in accordance with:

(a) the instrument constituting the scheme;
(b) the rules in this sourcebook;
(c) the most recently published prospectus; and
(d) for an ICVC, the OEIC Regulations.

(2) The authorised fund manager must carry out such functions as are necessary to ensure compliance with the rules in this sourcebook that impose obligations on the authorised fund manager or ICVC, as appropriate.
(3) The authorised fund manager must:

(a) make decisions as to the constituents of the scheme property in accordance with the investment objectives and policy of the scheme;
(b) instruct the depositary how rights attaching to the ownership of scheme property are to be exercised;
(c) take action immediately to rectify any breach of the pricing methodology set out in the prospectus, which must (unless the authorised fund manager determines on reasonable grounds that the breach is of minimal significance) extend to payment of money:

(i) by the authorised fund manager to unitholders and former unitholders;
(ii) by the ACD to the ICVC;
(iii) by the ICVC to the ACD;
(iv) by the manager to the trustee; or
(v) by the trustee (for the account of the AUT) to the manager;

(d) ensure where relevant that the ICVC complies with the relevant obligations imposed by, and when appropriate, exercises the relevant powers provided under, the OEIC Regulations;
(e) maintain such records as are necessary to enable the authorised fund manager or the ICVC, as appropriate, to comply with and demonstrate compliance with the rules in this sourcebook and also in the case of an ICVC, the OEIC Regulations; and
(f) maintain for a period of six years a daily record of the units held, acquired or disposed of by the authorised fund manager including the classes of such units, and of the balance of any acquisitions and disposals.

01/04/2004

Duties of the authorised fund manager: investment and borrowing powers

COLL 8.5.3

(1) An authorised fund manager may give instructions to deal in the scheme property.

(2) An authorised fund manager must avoid the scheme property being used or invested contrary to any provision in COLL 8.4 (Investment and borrowing powers).

(3) An authorised fund manager must immediately on becoming aware of any breach of COLL 8.4 take action, at its own expense, to rectify that breach.

(4) An authorised fund manager must take the action in (3) immediately, except in circumstances where doing so would not be in the best interests of unitholders, in which case the action must be taken as soon as such circumstances cease to apply.

(5) An authorised fund manager must not postpone taking action in accordance with (3) unless the depositary has given its consent.

01/04/2004

Duties of the depositary

COLL 8.5.4

(1) The depositary is responsible for the safekeeping of all the scheme property.

(2) The depositary must:

(a) take all steps to ensure that transactions properly entered into for the account of the scheme are completed;

(b) take all steps to ensure that instructions properly given by the authorised fund manager in respect of the exercise of rights related to scheme property are carried out;

(c) ensure that any scheme property in registered form is as soon as reasonably practicable registered in its name or that of its nominee or delegate, as appropriate;

(d) take into its custody or control all documents of title of the scheme property other than in respect of derivatives or forward transactions;

(e) ensure that any resulting benefit of a derivatives or forward transaction is received by itself in respect of the scheme;

(f) hold and deal with any income received in respect of the scheme property in accordance with COLL 8.5.15 R (Income);

(g) take reasonable care to ensure that the scheme is managed by the authorised fund manager in accordance with:

(i) COLL 8.4 (Investment and borrowing powers);

(ii) COLL 8.5.9 R (Valuation, pricing and dealing); and

(iii) COLL 8.5.15 R (Income);

(h) keep records so as to comply with the rules in this sourcebook and so as to demonstrate such compliance; and

(i) be responsible for any other duties as set out in the instrument constituting the scheme.

(3) If a relevant ICVC ceases to have any directors, the depositary may act in accordance with COLL 6.5.6 R(ICVC without a director).

01/04/2004

Delegation

COLL 8.5.5

(1) The authorised fund manager (or in addition any other director in the case of an ICVC) may delegate any function to any person.

(2) The depositary has the power to delegate any function to anyone, including in the case of an ICVC a director, to assist the depositary to perform its functions, save that it must not retain the services of the authorised fund manager or, in the case of an ICVC, any other director to perform any part of its functions of safe custody of the scheme property.

(3) Subject to any provisions of the OEIC Regulations, the delegator in (1) and (2) will not be responsible under the rules in COLL for any act or omission of the delegate provided that the delegator can show:

(a) that it was reasonable for the delegator to obtain assistance to perform the function in question;

(b) that the delegate was and remained competent to provide that assistance; and

01/04/2004

Delegation and responsibility for regulatory obligations

COLL 8.5.6

SYSC 3.2 contains guidance relating to delegation including external delegation, and SYSC 3.2.4 G (1) states that a firm cannot contract out of its regulatory obligations.

01/04/2004

Conflicts of interest

COLL 8.5.7

(1) The authorised fund manager and the depositary must ensure that any transaction in respect of the scheme property undertaken with an affected person is on terms at least as favourable to the scheme as any comparable arrangement on normal commercial terms negotiated at arm's length with an independent third party.

(2) Paragraph (1) is subject to any provision in the instrument constituting the scheme and the prospectus imposing a prohibition in relation to any type of transaction.

01/04/2004

The register of unitholders: AUTs

COLL 8.5.8

(1) The manager or the trustee (in accordance with their responsibilities as set out in the instrument constituting the scheme ) must maintain a register of unitholders as a document in accordance with this rule.

(2) The register must contain:

(a) the name and address of each unitholder (for joint unitholders no more than four need to be registered);

(b) the number of units (including fractions of a unit) of each class held by each unitholder; and

(3) The manager or the trustee (as appropriate) must take all reasonable steps and exercise all due diligence to ensure the register is kept complete and up to date.

(4) Where relevant, the manager must immediately notify the trustee of any information he receives which may affect the accuracy of any entry in the register.

01/04/2004

Valuation, pricing and dealing

COLL 8.5.9

(1) The value of the scheme property is the net value of the scheme property after deducting any outstanding borrowings (including any capital outstanding on a mortgage of an immovable).

(2) Any part of the scheme property which is not an investment (save an immovable) must be valued at fair value.

(3) For the purposes of (2), any charges that were paid, or would be payable, on acquiring or disposing of the asset must be excluded from the value of that asset.

(4) The value of the scheme property of an authorised fund must, save as otherwise provided in this section, be determined in accordance with the provisions of the instrument constituting the scheme and the prospectus, as appropriate.

(5) The scheme must have a valuation point on each dealing day.

(6) The authorised fund manager must prepare a valuation in accordance with (4) for each relevant type of unit at each relevant valuation point.

(7) The price of a unit must be calculated on the basis of the valuation in (6) in a manner that is fair and reasonable as between unitholders.

(8) Immediately after completing a valuation under (6), the authorised fund manager must notify the depositary of:

(a) the price in the relevant currency of each type of unit as determined for the relevant valuation point; and

(b) the basis of any adjustment applied in relation to that valuation point.

(9) The authorised fund manager must publish in an appropriate manner the priceof any type of unit based on the notification to the depositary in (8)(a).

(10) The authorised fund manager must also provide on request to any unitholder at any time an estimated price for any type of unit in the scheme.

(11) The period of any initial offer and how it should end must be set out in the prospectus and must not be of unreasonable length.

01/04/2004

Issues and cancellations of units

COLL 8.5.10

(1) The authorised fund manager must:

(a) ensure that at each valuation point there are at least as many units in issue of any class as there are units registered to unitholders of that class; and

(b) not do, or omit anything that would, or might confer on itself a benefit or advantage at the expense of a unitholder or potential unitholder.

(2) For the purposes of (1) the authorised fund manager may take into account sales and redemptions after the valuation point, provided it has systems and controls to ensure compliance with (1).

(3) The authorised fund manager must arrange for the issue and cancellation of units and pay money or assets to or from the depositary for the account of the scheme as required by the prospectus.

(4) The authorised fund manager must keep a record of issues and cancellations made under this rule.

(5) The authorised fund manager may arrange for the ICVC, or instruct the trustee to issue or cancel units where the authorised fund manager would otherwise be obliged to sell or redeem the units in the manner set out in the prospectus.

(6) Where the authorised fund manager has not complied with (1), it must correct the error as soon as possible and must reimburse the scheme any costs it may have incurred in correcting the position, subject to any reasonable minimum level for such reimbursement as set out in the prospectus.

01/04/2004

Sale and redemption

COLL 8.5.11

(1) The authorised fund manager must, at all times during the dealing day, be willing to effect the sale of units to any eligible investor (within any conditions in the instrument constituting the scheme and the prospectus which must be fair and reasonable as between all unitholders and potential unitholders) for whom the authorised fund manager does not have reasonable grounds to refuse such sale.

(2) The authorised fund manager must, at all times during the dealing day, effect a redemption on the request of any eligible unitholder (within any conditions in the instrument constituting the scheme and the prospectus) of units owned by that unitholder, unless the authorised fund manager has reasonable grounds to refuse such redemption.

(3) On agreeing to a redemption of units within (2), the authorised fund manager must pay the full proceeds of the redemption to the unitholder within any reasonable period specified in the instrument constituting the scheme or the prospectus, unless it has reasonable grounds for withholding payment.

(4) Payment of proceeds on redemption must be made by the authorised fund manager in any manner provided for in the prospectus which must be fair and reasonable as between redeeming unitholders and continuing unitholders.

01/04/2004

Limited redemption periods

COLL 8.5.12

The maximum period between dealing days for a qualified investor scheme will depend on the reasonable expectations of the target investor group and the particular investment objectives and policy of the scheme. For instance, for a scheme aiming to invest in large property developments, the expectation would be that it is reasonable to have a much longer period between dealing days for liquidity reasons than for a scheme investing predominantly in listed securities.

01/04/2004

Payments

COLL 8.5.13

(1) An ICVC must not incur any expense in respect of the use of any movable or immovable property unless the scheme is dedicated to such investment or such property is necessary for the direct pursuit of its business.

(2) Payments out of the scheme property may be made from capital property rather than from income, provided the basis for this is set out in the prospectus.

01/04/2004

Exemption from liability to account for profits

COLL 8.5.14

An affected person is not liable to account to another affected person or to the unitholders of the scheme for any profits or benefits it makes or receives that are made or derived from or in connection with:

(1) dealings in the units of a scheme; or

(2) any transaction in scheme property; or

(3) the supply of services to the scheme;

where disclosure of the non-accountability has been made in the prospectus of the scheme.

01/04/2004

Income

COLL 8.5.15

(1) A qualified investor scheme must have:

(a) an annual accounting period;

(b) a half-yearly accounting period; and

the details of which must be set out in the prospectus.

(2) A qualified investor scheme must have an annual income allocation date, which must be within four months of the accounting reference date.

(3) A qualified investor scheme may have an interim income allocation date and interim accounting periods and if it does, the interim income allocation date must be within a reasonable period of the end of the relevant interim accounting period as set out in the prospectus.

(4) A qualified investor scheme must have a distribution account where the income property is transferred at the end of the relevant accounting period.

(5) If income is allocated and distributed during an accounting period:

(b) the adjustment in (a) must ensure the price remains unchanged despite the transfer of income; and

01/04/2004

COLL 8.6

Termination, suspension, and schemes of arrangement

01/12/2004

Application

COLL 8.6.1

This section applies to:

(1) an authorised fund manager, the directors, and the depositary of a qualified investor scheme; and

(2) an ICVC which is a qualified investor scheme.

01/04/2004

Termination

COLL 8.6.2

For a qualified investor scheme the provisions in COLL 7.3 to COLL 7.5 will apply as appropriate as if COLL 7 applied to qualified investor schemes.

01/04/2004

Suspension

COLL 8.6.3

(1) The authorised fund manager may within any parameters which are fair and reasonable in respect of all the unitholders in the scheme and which are set out in the prospectus, suspend dealings in units of the scheme, a sub-fund or a class.

(2) Any suspension within (1) must only be where the authorised fund manager has determined on reasonable grounds that there is good and sufficient reason in the interests of unitholders or potential unitholders and the authorised fund manager must have regard to the interests of all the unitholders in the scheme in reaching such an opinion.

(3) At the commencement of suspension under (1), the authorised fund manager must immediately inform the FSA of the suspension and the reasons for it.

(4) The suspension of dealings in units must cease within 28 days of its commencement or, if earlier, as soon as (2) no longer applies.

(5) The authorised fund manager must inform the FSA immediately of the resumption of dealings.

01/04/2004

Suspension

COLL 8.6.4

Under section 257 of the Act (Directions) the FSA may at its option extend the suspension of dealings in units beyond 28 days of the commencement of suspension.

01/04/2004

Schemes of arrangement

COLL 8.6.5

In relation to an ICVC or an AUT which is a qualified investor scheme, the provisions in COLL 7.6 (Schemes of arrangement) will apply as appropriate to the authorised fund manager, any other directors of the ICVC and the depositary as if COLL 7.6 applied to a qualified investor scheme and did not exclude unitholders becoming unitholders in another qualified investor scheme.

01/04/2004

COLL 9

Recognised schemes

COLL 9.1

Application and general information

01/12/2004

Application

COLL 9.1.1

This chapter applies to operators of recognised schemes and to operators of schemes making a notification in respect of them under Chapter V of Part XVII of the Act (Recognised overseas schemes).

01/04/2004

Purpose

COLL 9.1.2

This chapter enables potential operators of recognised schemes to know what information and documents the FSA wish to receive to enable it to consider whether to recognise the scheme under the Act for marketing in the United Kingdom.

01/04/2004

General information

COLL 9.1.3

Further information about notifications for recognition is contained in COLLG.

01/04/2004

COLL 9.2

Section 264 recognised schemes

01/12/2004

Information and documents to be supplied with a section 264 notification

COLL 9.2.1

(1) If the operator of a collective investment scheme constituted in a EEA State gives notice to the FSA under section 264 of the Act, it should include the information described in paragraphs (2) to (4) below (see the Financial Services and Markets Act 2000 (Collective Investment Schemes Constituted in Other EEA States) Regulations 2001 (SI 2001/2383), as amended).

(2) The documents must be in English, or accompanied by a translation in English.

(3) The documents should be certified by the operator to be true copies of the original.

(4) The FSA will need the following information and documentation in connection with the notification:

(a) the name of the scheme;

(b) the legal form of the scheme;

(d) the address of the place in the United Kingdom for the service on the operator of notices or other documents;

(e) the name and address of any supervisory authority or authorities to which the operator is subject in the EEA State in which it is established;

(f) whether the operator intends to market the scheme in the United Kingdom in a manner which will involve it carrying on a regulated activity in the United Kingdom;

(g) the name and address of the depositary;

(h) the address in the United Kingdom where the scheme facilities (see COLL 9.4) will be maintained;

(i) details of the arrangements for the marketing of units in the United Kingdom, namely:

(i) the proposed commencement date;

(ii) whether the units will be sold by or through any employed sales force, authorised persons, or unsolicited calls;

(j) the attestation or certificate from the authorities of the EEA State in which the scheme is authorised which demonstrates that the scheme complies with the UCITS Directive;

(k) a copy of the instrument constituting the scheme;

(l) a copy of the prospectus and the simplified prospectus of the scheme; and

(m) a copy of the latest annual report and any subsequent half-yearly report.

01/04/2004

COLL 9.3

Section 270 and 272 recognised schemes

01/12/2004

Information and documents to be supplied for a section 270 notification or section 272 application Information and documents to be supplied for a section 272 application

COLL 9.3.1

(1) If the operator of a scheme gives notice to the FSA under section 270 of the Act (Schemes authorised in designated countries or territories) or makes an application under section 272 of the Act (Individually recognised overseas schemes), the notice or application must include the information in paragraph (4).

(2) The documents must be in English or accompanied by a translation in English.

(3) The documents must be certified by the operator to be true copies of the originals.

(4) The operator of the scheme must provide the following information and documents with the notification or application:

(a) the name of the scheme;

(b) the legal form of the scheme;

(d) the address of the place in the United Kingdom for service on the operator of notices or other documents;

(e) whether the operator intends to market the scheme in the United Kingdom in a manner which will involve it carrying on a regulated activity in the United Kingdom;

(f) the name and address of any person to whom the property subject to the scheme is entrusted for safekeeping;

(g) the address of the place in the United Kingdom where scheme facilities (see COLL 9.4) will be maintained;

(h) details of the arrangements for the marketing of units in the United Kingdom, namely:

(i) the proposed commencement date;

(ii) whether the units will be sold by or through any employed sales force, authorised persons, or unsolicited calls;

(i) a copy of the instrument constituting the scheme;

(j) a copy of the prospectus or any similar document giving details of the scheme;

(k) a copy of the latest annual report and any subsequent half-yearly report;

(l) a copy of any other document affecting the rights of participants in the scheme; and

(m) for notifications under section 270 only, a copy of the authorisation document issued by the authority in the designated territory confirming that the scheme is of a class covered by the designation order.

01/04/2004

Additional information required in the prospectus for an application under section 272

COLL 9.3.2

An operator of a scheme recognised under section 272 of the Act must ensure the prospectus:

(1) contains a statement that "Complaints about the operation of the scheme may be made to the FSA ."; and

(2) states whether or not investors in the scheme would be covered by the compensation scheme, and if so, it must state how they are covered and who they would need to contact for further information.

01/04/2004

Preparation and maintenance of prospectus

COLL 9.3.3

(1) An operator of a scheme which is a recognised scheme by virtue of section 270 or 272 of the Act must comply, subject to paragraph (2) below, with the requirements set out in COLL 4.2 (Pre-sale notifications).

(2) Where a scheme recognised under section 270 of the Act is managed and authorised in Guernsey, Jersey, or the Isle of Man, the prospectus need not comply with the requirements of COLL 4.2.5 R (Table: contents of prospectus), providing it contains corresponding matter required under the law in its home territory.

01/04/2004

COLL 9.4

Facilities in the United Kingdom

01/12/2004

General

COLL 9.4.1

(1) The operator of a recognised scheme under section 264, section 270 or section 272 of the Act must maintain facilities in the United Kingdom in order to satisfy the requirements of COLL 9.4.2 R to COLL 9.4.6 R.

(2) In this section, a facility is a place of business that complies with COLL 9.4.6 R (Place of facilities).

01/04/2004

Documents

COLL 9.4.2

(1) The operator of a recognised scheme must maintain facilities in the United Kingdom for any person, for inspection (free of charge) and for the obtaining (free of charge, in the case of the documents at (c) and (d), and otherwise at no more than a reasonable charge) of copies in English of:

(a) the instrument constituting the scheme;

(b) any instrument amending the instrument constituting the scheme;

(c) the latest prospectus (which must include the address where the facilities are maintained and details of those facilities);

(d) for a section 264 recognised scheme, the simplified prospectus; and

(e) the latest annual and half-yearly reports.

(2) In relation to notices and documents sent by operators and depositaries to and from the United Kingdom, COLL 4.4.12 R (Notice to unitholders) and COLL 4.4.13 R (Other notices) apply.

01/04/2004

Price and redemption

COLL 9.4.3

(1) The operator must maintain facilities in the United Kingdom for any person where:

(a) information in English can be obtained about prices of units in the scheme; and

(b) a participant may redeem or arrange for redemption of units in the scheme and obtain payment.

(2) An operator is treated as complying with paragraph (1) if it ensures participants may sell their units on an investment exchange at a price not significantly different from net asset value; and if so, must inform participants of the investment exchange.

01/04/2004

Bearer certificates and characteristics of units in the scheme

COLL 9.4.4

(1) The operator must maintain facilities in the United Kingdom at which the unitholder of a bearer certificate may obtain free of charge:

(a) payment of dividends; and

(b) details or copies of any notices which have been given or sent to participants in the scheme.

(2) The operator must state:

(a) the nature of the right represented by the units in the scheme; and

(b) whether persons other than unitholders can vote at meetings of unitholders and, if so, who those persons are.

01/04/2004

Complaints

COLL 9.4.5

The operator must maintain facilities in the United Kingdom, at which any person who has a complaint to make about the operation of the scheme can submit his complaint for transmission to the operator.

01/04/2004

Place of facilities

COLL 9.4.6

(1) The address of the facilities maintained by the operator in accordance with this section and the details of the facilities so maintained must be stated in the prospectus of the scheme.

(2) The address of the facilities referred to in (1) must be the address of the operator's principal place of business in the United Kingdom, or, if there is no such address, the alternative address in paragraph (3).

(3) The alternative address is such convenient address as the operator determines, except that, in the case of a scheme recognised under section 272 of the Act where the operator is not an authorised person, the alternative address is to be the principal place of business in the United Kingdom of the authorised person who is the representative of the operator.

01/04/2004

COLL 10

Fees

COLL 10.1

Introduction

01/12/2004

Application

COLL 10.1.1

This chapter applies to:

(1) every person seeking an authorisation order for, or recognition of, a collective investment scheme;

(2) every manager of an authorised unit trust;

(3) every ACD of an ICVC; and

(4) every person who, under the constitution or founding arrangements of a recognised scheme, is responsible for the management of the property held for or within the scheme.

01/04/2004

Purpose

COLL 10.1.2

The purpose of this chapter is to set out the requirements for the payment of fees relating to collective investment schemes.

01/04/2004

Background

COLL 10.1.3

GEN 3 (FSA Fees - General Provisions) applies to fees required by this chapter and explains how the FSA sets fees.

01/04/2004

COLL 10.1.4

Most of the detail of the fees payable in relation to a collective investment scheme is set out in COLL 10 Annex 1 R. The provisions of the Annex may vary from one financial year to another. Accordingly a fresh COLL 10 Annex 1 R will come into force, following consultation, for each financial year.

01/04/2004

COLL 10.1.5

The fees for collective investment schemes reflect the estimated costs to the FSA of assessing applications and notifications, considering proposals to change regulated collective investment schemes, maintaining up to date records about them, and related policy work.

01/04/2004

COLL 10.1.6

The level of fees payable in respect of an application or notification will vary depending upon the provision of the Act under which it is made, as well as the type of scheme concerned. This fee is adjusted when the scheme concerned is an umbrella scheme.

01/04/2004

COLL 10.2

Obligation to pay periodic fees

01/12/2004

General

COLL 10.2.1

A person identified in COLL 10 Annex 1 Ras the relevant fee payer for a regulated collective investment scheme must pay each periodic fee applicable to it in full and without deduction.

01/04/2004

COLL 10.2.2

A relevant fee payer will be required to pay a periodic fee for every year during which a regulated collective investment scheme has that status. If that person is the relevant fee payer for more than one regulated collective investment scheme, he will be required to pay a fee in relation to each.

01/04/2004

Due date

COLL 10.2.3

The relevant fee payer must pay the amount due on or before 30 April.

01/04/2004

Method of payment

COLL 10.2.4

A periodic fee must be paid using one of the payment methods specified in SUP 20.2.7A R.

01/04/2004

Modifications for newly authorised or recognised schemes

COLL 10.2.5

If an authorisation order is made in relation to a scheme, or a scheme becomes a recognised collective investment scheme during the course of a financial year to which a COLL 10 Annex 1 R fee applies:

(1) the periodic fee required under COLL 10.2 is modified in accordance with the table at COLL 10.2.6 R; and

(2) the due date for payment is 30 days after:

(a) the making of the authorisation order for the scheme; or

(b) the scheme becomes recognised.

01/04/2004

COLL 10.2.6

Table. Modified fees for newly authorised or recognised schemes
This table belongs to COLL 10.2.5 R

Period in which authorisation or recognition is granted

Proportion of periodic fee payable

1 April to 30 June inclusive

100%

1 July to 30 September inclusive

75%

1 October to 31 December inclusive

50%

1 January to 31 March inclusive

25%

01/04/2004

COLL 10.3

Obligation to pay notification and application fees

01/12/2004

General

COLL 10.3.1

The person identified in COLL 10 as the relevant fee payer must pay each fee applicable to any application or notification as specified in COLL 10 Annex 2 R

01/04/2004

Due date

COLL 10.3.2

The relevant fee payer must pay a fee identified in COLL 10 Annex 2 Ron or before the date on which the relevant application or notification is made.

01/04/2004

COLL 10.3.3

Any application or notification, for which a fee is payable under this section, will be treated as incomplete until that fee is paid.

01/04/2004

Method of payment

COLL 10.3.4

A fee identified in COLL 10 Annex 2 R must be paid by bankers draft, cheque or other payable order.

01/04/2004

COLL 10 Annex 1

Periodic fees payable for the period 1 April 2005 to 31 March 2006

01/06/2005

COLL 10 Annex 1

Part 1 - Periodic fees payable

Scheme type

Basic fee (£)

Total funds/ sub-funds aggregate

Fund factor

2005/06 fee (£)

ICVC
AUT
Section 264 of the Act
Section 270 of the Act

610

1-2

610

3-6

2.5

1,525

7-15

3,050

16-50

6,710

>50

13,420

Section 272 of the Act

2,500

1-2

2,500

3-6

2.5

6,250

7-15

12,500

16-50

27,500

>50

55,000

Fees are charged according to the number of funds or sub-funds operated by a firm as at 31 March 2005. Where more than one fund or sub-fund is operated the number of funds (not including the umbrella or parent fund) produces a 'fund factor' in accordance with the table above which is then applied to a basic fee to produce one total fee per operator. Fund factors are applied per operator rather than per scheme so that the fees relate to the number of funds rather than the number of schemes. This means that, for example, an authorised fund manager of three schemes pays the same as an operator or authorised fund manager of one scheme with three sub-funds (as only the sub-funds are counted).

01/06/2005

COLL 10 Annex 2

Application and notification fees payable

01/12/2004

COLL 10 Annex 2

Table

Legislative provision

Nature and purpose of fee

Payable by

Amount of fee

Umbrella scheme factor (note 1)

Regulation 12 of the OEIC Regulations

On application for an order declaring a scheme to be an ICVC, where the scheme is:

An applicant
(Note 2)

- UCITS scheme

£1,200

- non-UCITS retail scheme

£1,500

- qualified investor scheme

£2,400

Section 242 of the Act

On application for an order declaring a scheme to be an AUT, where the scheme is:

An applicant
(Note 2)

- UCITS scheme

£1,200

- non-UCITS retail scheme

£1,500

- qualified investor scheme

£2,400

Section 264 of the Act

On giving notice under section 264 of the Act

The operator
(Note 3)

£600

Section 270 of the Act

On giving notice under section 270 of the Act

The operator
(Note 3)

£600

Section 272 of the Act

On application for an order declaring a scheme to be an individually recognised overseas scheme.

An applicant
(Note 2)

£14,000

Notes:
(1) For an umbrella scheme the fee is multiplied by the factor shown in final column of the table.
(2) The fee must accompany the application.
(3) The fee must accompany the notice.

01/04/2004

Transitional Provisions and Schedules

COLL TP 1

Transitional Provisions

COLL TP 1.1

(1)

(2)
Material to which the transitional provision applies

(3)

(4)
Transitional provision

(5)
Transitional provision: dates in force

(6)
Handbook provision: coming into force

Extra time provisions

Existing schemes electing to comply with COLL

Each and every rule in COLL

The rules in COLL do not apply to any relevant party in relation to an authorised fund in respect of which an application for an authorisation order was received by the FSA before 1 April 2004, unless the authorised fund manager of the scheme has exercised its right of election on behalf of the scheme to comply with COLL , instead of CIS , in accordance with CIS 1.1.1A R COLL (Right to elect to comply with ).

From 1 April 2004 to 12 February 2007

1 April 2004

Each and every rule in COLL

The effect of transitional provision 1 is that the default position for the relevant parties of existing authorised funds (by which is meant authorised funds in respect of which the application for the authorisation order was received by the FSA before 1 April 2004) is that CIS continues to apply until 12 February 2007 unless the relevant authorised fund manager has exercised its right of election in accordance with CIS 1.1.1A R to comply with COLL, instead of CIS.

New schemes electing to comply with CIS

Each and every rule in COLL

(1) The authorised fund manager of an authorised fund whose authorisation order application was received by the FSA on or after 1 April 2004 may, with the consent of each of the other relevant parties:

From 1 April 2004 to 12 February 2007

1 April 2004

(a) elect to comply with CIS ; and

(b) subsequently revoke such an election and elect to comply with COLL, in which case no further election is permitted for that fund.

(2) An election or revocation in (1) does not take effect unless the authorised fund manager has notified the FSA in writing of:

(a) the election or revocation; and

(b) the date from which it is to take effect.

(3) While an election in (1)(a) remains in effect, COLL does not apply to any relevant party in respect of the authorised fund . Instead, each relevant party must comply with CIS.

(4) The right of election referred to in (1) only applies in relation to an authorised fund which is a UCITS scheme, a money market scheme, a futures and options scheme, a geared futures and options scheme a property scheme, a feeder fund or a funds of funds scheme.
(5) The authorised fund manager must make a record of any election or revocation under (1), and retain it for a period of six years from the date it takes effect.

Each and every rule in COLL

(1) It is not necessary for the schemes referred to in transitional provision 3(4) initially to have complied with COLL, before an election is made on its behalf under transitional provision 3(1)(a) to comply with CIS.
(2) Note that while the FSA's permission is not required for an election under paragraph 3(1)(a) or a revised election under paragraph 3(1)(b), changes to the relevant instrument constituting the scheme and prospectus to give effect to such a revised election will require the FSA's written permission, as explained in CIS 16.1.11 G (Notification of proposed changes to ICVCs) and CIS 16.1.12 G (Notification of proposed changes to AUTs).

UCITS business restrictions

COLL 6.9.9 R (2) to (6) (Restrictions of business for UCITS management companies)

A UCITS management company must not carry on any of the activities specified in COLL 6.9.9 (2) COLL 6.9.9 (3) COLL 6.9.9 (4) COLL 6.9.9 (5) COLL 6.9.9 (6) COLL 6.9.9 R (2) to (6) (inclusive) unless it is a UCITS investment firm:

From 1 April 2004 to 12 February 2007

1 April 2004

(a) whose permission to carry on any such activity was given before 13 February 2004; or
(b) which complies with Chapter 7 of IPRU(INV).

COLL 6.9.9 (2) COLL 6.9.9 (3) COLL 6.9.9 (4) COLL 6.9.9 (5) COLL 6.9.9 (6) COLL 6.9.9 R (2) to (6)(Restrictions of business for UCITS management companies)

A UK firm will not be able to act as such and exercise an EEA right under the UCITS Directive unless it complies with Chapter 7 of IPRU(INV)

Committees and delegation

COLL 6.6.15R(2), (4) and (5) (Committees and delegation)

(1) Subject to (2), a UCITS management company which became authorised before 13 February 2004 will not contravene COLL 6.6.15 (2) , COLL 6.6.15 (4) and COLL 6.6.15 (5) (Committees and delegation) to the extent that it complies with CIS 7.6.1 R (2) , CIS 7.6.1 R (4) and CIS 7.6.1 R (5) and CIS 7.10.4 R (1), CIS 7.10.4 R (5)and CIS 7.10.4 R (6) as they applied before 12 February 2004.
(2) Paragraph (1) does not apply in relation to any UK firm which exercises an EEA right under the UCITS Directive.

From 1 April 2004 to 12 February 2007

1 April 2004

Existing dual-priced AUTs: dealing and valuation

COLL 6.2 (dealing); COLL 6.3 (Valuation and pricing); COLL 5.2.5 R (Valuation) and COLL 4.2.5 R 16 (Table: contents of the prospectus)

(1) Subject to (2), the manager of a dual priced AUT which has exercised its entitlement under CIS 1.1.1AR to comply with COLL instead of CIS, will not contravene any of the provisions in column (2) to the extent that it complies with CIS 15 (Dual-pricing and dealing), CIS 5.2.5 R (Valuation) and CIS 5A.2.5 R (Valuation) (and references in COLL to the rules in column (2) are to be construed accordingly).

From 1 April 2004 until 12 February 2007

1 April 2004

(2) Where the rules in COLL 6.2 (Dealing), COLL 6.3 (Valuation and pricing) and COLL 5.2.5 R (Valuation) conflict with the relevant requirements of CIS 15 (Dual-pricing and dealing), CIS 5.2.5 R (Valuation) and CIS 5A.2.5 R (Valuation), the manager must proceed on the basis that the former rules (COLL) override the latter (CIS) unless compliance with a relevant rule in COLL 6.2 or COLL 6.3 or COLL 5.2.5 R would not be possible.

COLL 6.2 (dealing); COLL 6.3 (Valuation and pricing); COLL 5.2.5 R (Valuation) and COLL 4.2.5 R 16 (Table: contents of the prospectus)

(1) A dual-priced AUT values on a basis that results in different issue and cancellation prices compared to a single-priced scheme. Furthermore, the manager sets sale and redemption prices within the pricing envelope of the cancellation price and issue price together with the preliminary charge. Transitional provision 8 allows such a system to continue to operate.
(2) However, transitional provision 8 also requires the COLL provisions to override the applicable CIS provisions where appropriate, that is in circumstances where there is a conflict between them. So, for example, publishing prices should comply with COLL 6.3.11 R (Publication of prices) rather than CIS 15.4.14 R. Where complying with the relevant COLL rules would not be practicable or not feasible for some reason, the manager is advised to contact the FSA.

COLL 10.3.1 R

(1) If the authorised fund manager of a scheme notifies the FSA under section 251 of the Act or regulation 21 of the OEIC Regulations in relation to a proposal to alter a scheme under transitional provision 1 or transitional provision 3(1)(b), the authorised fund manager must pay to the FSA a fee of £400 for each individual scheme and a fee of £800 for each umbrella scheme
(2) A fee payable under this provision must be paid by bankers draft, cheque or other payable order when the notification is made.

1 April 2004 to 12 February 2007

1 April 2004

Definition of relevant party

COLL

For the purposes of these transitional rules , a "relevant party" in relation to:

From 1 April 2004 until 12 February 2007

1 April 2004

(1) any AUT, is its manager and trustee; and

(2) any ICVC, is:

(a) the ICVC;
(b) its ACD;
(c) any other directors of the ICVC; and
(d) its depositary.

COLL 10.2.1 R

COLL 10.2.1 R does not apply if the scheme has paid a periodic fee under CIS 18.2

From 1 April 2004 until 12 February 2007

1 April 2004

01/12/2004

COLL Sch 1

Record keeping requirements

01/12/2004

COLL Sch 1.1

1 Record keeping requirements

Handbook reference

Subject of record

Contents of record

When record must be made

Retention period

COLL Transitional Provision 3

Election or revocation to comply with CIS

Details

At election or revocation

6 years

COLL 4.4.11 R (5)

Minutes of meetings (AFM)

Full details

As implicit from the rules in COLL

COLL 6.2.5 R (1)

Issues and cancellations of units (AFM)

Full details

As implicit from the rules in COLL

COLL 6.4.6 R (4)

Instruments of Transfer (person responsible for the register)

Full details

From registration

6 years

COLL 6.6.6 R (1)

General record- keeping obligations (AFM)

Such as to demonstrate compliance with the rules in COLL

As implicit from the rules in COLL

6 years

COLL 6.6.6 R (2)

Units held, acquired or disposed of (AFM)

Daily record of units held, acquired or disposed of by the AFM

As implicit in rules in COLL

6 years

COLL 6.6.6 R (3)

Dilution record- keeping obligations (AFM)

How the AFM calculates and estimates dilution and its policy and method for determining the amount of any dilution levy or dilution adjustment

As implicit from the rules in COLL

6 years

COLL 6.6.12 R (3)

General record-keeping obligations (depositary)

Such as to demonstrate compliance with the rules in COLL

As implicit from the rules in COLL

6 years

COLL 8.3.8 R (2)

Minutes of meetings (AFM)

Full details

As implicit from the rules in COLL

6 years

COLL 8.5.2 R (3)(e)

General record keeping obligations (AFM)

Full details

As implicit from the rules in COLL

COLL 8.5.2 R (3)(f)

Units held, acquired or disposed of (AFM)

Daily record of units held, acquired or disposed of by the AFM

As implicit from the rules in COLL

6 years

COLL 8.5.4 R (2)(h)

General record keeping obligation (depositary)

Full details

As implicit from the rules in COLL

COLL 8.5.10 R (4)

Issues and cancellations of units (AFM)

Full details

As implicit from the rules in COLL

01/12/2004

COLL Sch 2

Notification requirements

01/12/2004

COLL Sch 2.1

This schedule sets out the notification requirements detailed in COLL in respect only of notifications to be provided to the FSA. These notification requirements, it should be noted, are in addition to the notifications which must be made to the FSA under section 251 of the Act (Alteration of schemes and changes of manager or trustee) and under regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company).

01/12/2004

COLL Sch 2.2

1 Notification requirements

Handbook reference

Matter to be notified

Contents of notification

Trigger event

Time allowed

COLL Transitional provision 3

Election or revocation to comply with CIS

Details and the date from which it is to take effect

At election or revocation

Immediate

COLL 3.2.7 R (2)

ICVC with only one sub-fund

Action to rectify situation

Umbrella has only one sub-fund

24 months

COLL 3.2.8 R (2)

Marketing of UCITS scheme in another EEA State

Details, including EEA state concerned

Intention to market

Immediate

COLL 4.2.3 R (1)(b)

Prospectus and any revisions thereto

Copy provided

Marketing scheme

Before marketing begins

COLL 4.5.14 R (2)(d)

Annual and half yearly reports

Copy of report

End of annual or half-yearly accounting period

Immediately on publication

COLL 5.2.24 R (2) & COLL 5.2.24 R (3)

Risk management process and any material alteration to it

Methods of estimating risk, types of derivative, their underlying risk and any quantitative limits

Intention to use derivatives in the management of a scheme or any subsequent proposed material alteration to the risk management process

Before policy is implemented

COLL 6.5.3 R (5)

Change of ACD, directors or controller of ACD or a corporate director

Details

Occurrence

Immediate

COLL 6.6.7 R

Capital of ICVC

Details if capital: (a) falls below minimum or(b) exceeds maximum

Occurrence

Immediate

COLL 6.9.11 R

Change to ICVC or to one of its officers

Details

Occurrence

14 days

COLL 7.2.1 R (2) & COLL 7.2.1R (5)

Suspension or resumption of dealing

Details including reason for suspension

Occurrence

Immediate

COLL 7.3.5 R (5)

Winding up a solvent ICVC or terminating a solvent ICVC sub-fund (Directors)

Solvency statement

Winding up a solvent ICVC or ICVC sub-fund

Within 21 days of notice given under regulation 21 of OEIC Regulations

COLL 7.3.7 R (9)

Winding up a solvent ICVC or sub-fund of an ICVC (Depositary)

Completion of winding up or termination of a sub-fund

Winding up a solvent ICVC or ICVC sub-fund

As soon as reasonably practical after winding up completed

COLL 7.3.8 R (6)

Winding up a solvent ICVC (ACD)

Final accounts

Completion of winding up

Two months

COLL 7.3.8 R (6)

Winding up a solvent ICVC sub-fund (ACD)

Termination account and auditor's report

Termination of sub-fund

Two months

COLL 7.4.4R (6)

Winding up of an AUT or an AUT sub-fund (Trustee)

Completion of winding up

Winding up of an AUT

Immediate

COLL 7.4.5 R (5)

Winding up an AUT or AUT sub-fund

Annual reports of the manager and trustee

End of final accounting period

Two months

COLL 8.3.2 R

Prospectus and revisions

Full documents

Before marketing commences

Immediate

COLL 8.3.5 R (6)

Annual and half yearly reports

Copy of report

End of annual or half-yearly accounting period

Immediately on publication

COLL 8.6.3 R (3) & COLL 8.6.3 R (5)

Suspension or resumption of dealing (AFM)

Details including reason for suspension

Occurrence

Immediate

COLL 9.3.1 D

Notification of a scheme constituted in a designated territory

Prescribed details

Intention to market scheme in UK

As implicit from rules in COLL

COLL 9.3.1 D

Application under section 272 of the Act

Details

Intention to market scheme in the UK

Up to 6 months before commencing marketing

01/12/2004

COLL Sch 3

Fees and other required payments

01/12/2004

COLL Sch 3.1

The aim of the guidance in the following table is to give the reader a quick over all view of the relevant requirements for paying fees.

It is not a complete statement of those requirements and should not be relied on as if it were.

01/12/2004

COLL Sch 3.2

Type of fee

Trigger event

Date/Time for payment

Amount/ rate

Handbook reference

Periodic fee

On or before 30 April in each year, or 30 days after the scheme is recognised or the scheme's authorisation order is made

See COLL 10 Annex 1

COLL 10.2

Application/notification fee

See COLL 10 Annex 2

On or before making the relevant application or notification

See COLL 10

COLL 10.3

Conversion fee

See COLL Transitional Provision 10

On making the relevant notification

£400 for an individual scheme; £800 for an umbrella

COLL Transitional Provision 10

01/12/2004

COLL Sch 4

Powers exercised

01/12/2004

COLL Sch 4.1

The following powers and related provisions in or under the Act have been exercised by the FSA to make the rules in COLL:

Section 138 (General rule-making power)

Section 140 (Restriction on managers of certain collective investment schemes)

Section 145 (Financial promotion rules)

Section 156 (General supplementary powers)

Section 242 (Applications for authorisation of unit trust schemes)

Section 247 (Trust scheme rules)

Section 248 (Scheme particulars rules)

Section 278 (Rules as to scheme particulars)

Section 340 (Appointment)

Paragraph 17 (Fees) of Schedule 1 (The Financial Services Authority)

Regulation 6 (FSA rules) of the OEIC regulations

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COLL Sch 4.2

The following powers in the Act have been exercised by the FSA to give the guidance in COLL:

Section 157(1) (Guidance)

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COLL Sch 4.3

The following powers in the Act have been exercised by the FSA in COLL to specify and direct:

Section 270(6)(b) (Schemes authorised in designated countries or territories)

Section 274 (Applications for recognition of individual schemes)

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COLL Sch 5

Rights of action for damages

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COLL Sch 5.1

The table below sets out the rules in COLL contravention of which by an authorised person may be actionable under section 150 of the Act (Actions for damages) by a person who suffers loss as a result of the contravention.

If a Yes appears in the column headed For private person, the rule may be actionable by a private person under section 150 unless a Yes appears in the column headed Removed. A Yes in the column headed Removed indicates that the FSA has removed the right of action under section 150(2) of the Act. If so, a reference to the rule in which it is removed is also given.

In accordance with The Financial Services and Markets Act 2000 (Rights of Action) Regulations 2001 (SI 2001/2256), a private person is:

(1)

any individual, except when acting in the course of carrying on a regulated activity; and

(2)

any person who is not an individual, except when acting in the course of carrying on business of any kind;

but does not include a government, a local authority or an international organisation.

The column headed For other person indicates whether the rule is actionable by a person other than a private person, in accordance with those Regulations. If so, an indication of the type of person by whom the rule is actionable is given.

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COLL Sch 5.2

1. Actions for damages: the New Collective Investment Schemes Sourcebook

Chapter/Appendix

Section/Annex

Paragraph

Right of action section 150

For private person?

Removed

For other person?

All rules in COLL

Yes

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COLL Sch 6

Rules that can be waived

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COLL Sch 6.1

1. The rules in COLL can be waived by the FSA under sections 148 or 250 of the Act (Modification or waiver of rules) or regulation 7 of the OEIC Regulations (Modification or waiver of FSA rules), except COLL 3.2.8R (UCITS obligations) and COLL 6.9.9 (Restrictions of business for UCITS management companies).

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COLL Sch 6.2

2. Although the FSA has the formal power of waiver under the Act in relation to these rules, much of COLL implements the requirements of the UCITS Directive by ensuring that relevant authorised funds comply with such requirements. Accordingly, while formal power may exist to waive such UCITS Directive derived rules, the FSA's ability to do so is severely constrained.

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COLL Sch 6.3

3. No rules in COLL 10 (Fees) and COLL Transitional Provision 10 can be waived by the FSA.

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