COLLG 4
The FSA's Responsibilities under the OEIC Regulations
COLLG 4.1
Introduction
- 01/12/2004
COLLG 4.1.1
See Notes
Section 262 of the Act provides for the Treasury to make regulations
governing the establishment and regulation of ICVCs. Rather than merely adopting various
parts of UK company
law, the Treasury chose a 'stand alone' approach for its OEIC Regulations. The
main features and practical effects of those regulations are outlined below.
- 01/12/2004
Applications for authorisation (Regulations 12 - 17)
COLLG 4.1.2
See Notes
(1) The FSA requires
an application for authorisation of an ICVCto be made jointly by the ACD and
depositary, who must be:
(b) independent of each other.
(c) [deleted]
(d) [deleted]
(e) [deleted]
(f) [deleted]
(g) [deleted]
(2) The application must contain details of the ACD and depositary,
and any other person proposed
as a director of
the ICVC,
of the scheme itself,
and of other persons to
whom functions are to be delegated (e.g. the registrar and the investment adviser).
(3) Application
forms are available free of charge from the forms page at FSA/form_links.jsp#collAnc Opens in a new window
(5) The following
items must be provided with the application:
(b) a solicitor's
certificate stating that the instrument
of incorporation complies with Schedule 2 to the OEIC Regulations and with COLL;
(c) a copy of the prospectus, with a checklist
indicating the location of the information required by COLL to be contained in it;
(e) if applicable,
documents evidencing any guarantee arrangement.
(6) The name of
the ICVC must
not be undesirable or misleading and must not be the same as that of an existing
company. Regulation 19 includes a list of words and expressions that are
prohibited from inclusion within the name of an ICVC and further guidance can be found in COLL 6.9 (Ongoing obligations). As with an AUT, the aim of the ICVC must be reasonably
capable of being achieved.
(7) As with an AUT, the FSA has up to 6 months to determine a completed application,
but aims to process 75% of applications for UCITS schemes within six weeks. If the FSA is satisfied with
the application, an authorisation
order is issued. The ICVC becomes
incorporated when the authorisation
order is issued.
- 11/02/2009
Notification of changes to ICVCs (Regulation 21)
COLLG 4.1.3
See Notes
(1) The
FSA's
approval is required before the following
changes can take place:
(a) any alteration to the instrument
of incorporation;
(b) any significant alteration to
the prospectus;
(c) any reconstruction or amalgamation involving the ICVC;
(d) any proposal to wind up the ICVC otherwise
than by the court;
(e) any proposal to replace a director, appoint an additional director, or decrease
the number of directors in
post; and
(f) any proposal to replace the depositary.
(2) Any notice proposing to change the instrument of incorporation must be accompanied
by a solicitor's certificate confirming that the change will not affect
compliance of the instrument with Schedule2 to the OEIC
Regulations and
COLL
as they relate to the contents of the
instrument.
- 11/02/2009
Revocation of authorisation (Regulation 23)
COLLG 4.1.4
See Notes
The FSA can revoke or refuse to revoke an authorisation order on similar grounds to those for an AUT. If it proposes to do so, similar procedures for warning notices and decision notices as for AUTs apply (see COLLG 3.1.4 G (2)).
- 11/02/2009
Power of intervention (Regulation 25)
COLLG 4.1.5
See Notes
The FSA has
a power of intervention if it appears there is a breach of the Act or COLL, or if it is desirable to give a direction to protect the interests of
investors in the ICVC.
Directions can be given to cease the issue or redemption of units or any
class
of unit in
the ICVC or
for the winding up of the ICVC.
- 11/02/2009
Corporate Code
COLLG 4.1.6
See Notes
(1) Certain provisions of the Companies Acts will apply to ICVCs, as they are incorporated
bodies (especially, but not exclusively, regarding the holding of meetings).
(2) Regulations 34 to 70 lay down the corporate code for ICVCs. The code contains
provisions dealing with the operation of ICVCs and
includes a number of general company law provisions, for example personal
liability for contracts and deeds and punishment for fraudulent trading. The
operation of an ICVC is
also governed by COLL.
- 01/12/2004
The FSA's registration function
COLLG 4.1.7
See Notes
In accordance with Part IV of the OEIC Regulations, the FSA is required to maintain
a register of ICVCs,
allocate to each a registered number, and carry out certain other registration
functions.
- 11/02/2009