COLL TP 1 Transitional Provisions

COLL 4.4.12 R

COLL 4.4.13 R

COLL 7.7.19 R

COLL 4.4.12 R

COLL 4.4.13 R

COLL 7.7.19 R

COLL 4.2.5R(8)(f), (g) and (h), and

COLL 4.2.5R(28)

(1) The authorised fund manager of a non-UCITS retail scheme need not, for any prospectus issued before 18 March 2016, comply with COLL 4.2.5R(8)(f), (g)(i) and (ii).

(2) The prospectus must, however, contain a description of the depositary’s principal business activity.

(1) Paragraph (2) applies to any key investor information document drawn up by an authorised fund manager before 18 March 2016.

(2) The authorised fund manager need not amend the key investor information document until it is revised as a result of a subsequent revision of the key investor information falling after 18 March 2016, and only if the information required by COLL 4.7.2R(4)(a) and (6A) is available to the authorised fund manager at the time of that revision.

18 March 2016 until the earlier of:

(1) the date of application of the UCITS level 2 regulation; and

(2) the date the EEA UCITS management company enters into a depositary agreement in respect of the scheme that is compliant with the terms of the UCITS level 2 regulation

An authorised fund manager is not required to update existing statements in the instrument constituting the fund concerning use of the derogation at COLL 5.2.12R(3) due to the amendments to the following provisions by the Collective Investment Schemes Sourcebook (Amendment No 9) Instrument 2016 until it is updated for other purposes:

(a) COLL 3.2.6R(8) and

(b) COLL 5.2.12R (3)(d).

COLL 4.2.5R(3)(i) and

COLL 5.2.12R(3)(d).

An authorised fund manager is not required to update existing statements in the prospectus concerning use of the derogation under COLL 5.2.12R(3) due to the amendments to the following provisions by the Collective Investment Schemes Sourcebook (Amendment No 9) Instrument 2016 until it is updated for other purposes:

(a) COLL 4.2.5R(3)(i) (subject to COLL TP1.1 (43)) and

(b) COLL 5.2.12R(3)(d).

An authorised fund manager is not required to update the prospectus due to the amendments to the following provisions by the Collective Investment Schemes Sourcebook (Amendment No 9) Instrument 2016 until it is updated for other purposes:

(a) COLL 4.2.2R(2)(aa)

(b) COLL 4.2.5R(2)(aa);

(c) COLL 4.2.5R(2B)(b);

(d) COLL 4.2.5R(5)(b);

(e) COLL 4.2.5R(16)(b)(v);

(f) COLL 4.2.5R(18)(b)(i);

(g) COLL 4.2.5R(19);

(h) COLL 4.2.5R(20); and

(i) COLL 4.2.6G(7)(a).

An authorised fund manager is not required to update the prospectus due to the amendments to the following provisions by the Collective Investment Schemes Sourcebook (Amendment No 9) Instrument 2016 until it is updated for other purposes:

(a) COLL 8.3.2R(1A);

(b) COLL 8.3.4R(2)(1A);

(c) COLL 8.3.4R(14)(3); and

(d) COLL 8.3.4R(17)(6).

[For the purpose of the rule specified in column (2),] an approved counterparty includes:

(a) a person who, as a result of its authorisation in an EEA State, can enter into the transaction as principal off-exchange;

(b) a CCP that is authorised in that capacity for the purpose of EU EMIR as it had effect immediately before IP completion day; and

(c) a CCP that is recognised in that capacity in accordance with the process set out in article 25 of EU EMIR as it had effect immediately before IP completion day.

(1) This rule applies to an ICVC which has one or more outstanding bearer shares in issue during the surrender year.

(2) If immediately before 2 January 2021 the instrument constituting the fund contained a statement pursuant to COLL 3.2.6R setting out how the holders of bearer certificates are to identify themselves, the arrangements specified in that statement continue to apply to the extent necessary during the surrender year subject to:

(a) the OEIC Regulations; and

(b) any changes to those arrangements made in accordance with the Bearer Certificates (Collective Investment Schemes) Regulations 2020 (SI 2020/1346), the OEIC Regulations, the rules, the instrument constituting the fund and the prospectus.

(3) Any procedures identified in the prospectus in relation to the operation of bearer certificates pursuant to COLL 4.2.5R(5) continue to apply to outstanding bearer shares during the surrender year subject to:

(a) the OEIC Regulations; and

(b) any changes to that operation made in accordance with the Bearer Certificates (Collective Investment Schemes) Regulations 2020, the OEIC Regulations, the rules, the instrument constituting the fund and the prospectus.

(4) Subject to the provisions of the Bearer Certificates (Collective Investment Schemes) Regulations 2020 and the OEIC Regulations, the amendments made to COLL 4.4.4R(3) and COLL 4.4.12R(1) are to be disregarded in relation to outstanding bearer shares in issue during the surrender year.

(1) Schemes which issue bearer certificates create significant risks in relation to money laundering and financial crime. These risks are relevant both to the protection of participants in such schemes and to the constitution and management arrangements for a scheme.

(2) Paragraph (3) applies where a scheme which is recognised under section 272 of the Act either issues or has issued bearer certificates to participants in the United Kingdom that have not been cancelled on or before 1 January 2022.

(3) The FCA is of the view that a scheme within (2) is unlikely to satisfy the requirements for recognition set out in section 272 of the Act or, alternatively, that it is unlikely to be desirable in the interests of the participants in the scheme for the scheme to continue to be recognised.

(4) Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing required the Member States of the European Union to take measures to prevent the misuse of bearer shares. As such, the FCA expects most schemes and sub-funds which are temporarily recognised under Part 6 of the Collective Investment Schemes (Amendment etc) (EU Exit) Regulations 2019 and the operators of such schemes or sub-funds to be subject to relevant national measures implementing the Directive.

(1) Paragraphs (2) to (4) apply to:

(a) the operator of a scheme or sub-fund temporarily recognised under Part 6 of the Collective Investment Schemes (Amendment etc) (EU Exit) Regulations 2019; and

(b) the operator of a scheme recognised under section 272 of the Act.

(2) An operator within (1) 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 or sub-fund.

(3) The operator must state:

(a) the nature of the right represented by the units in the scheme or sub-fund; and

(b) whether persons other than unitholders can vote at meetings of unitholders and, if so, who those persons are.

(4) The facilities maintained by the operator of the scheme or sub-fund must also allow a participant:

(a) to surrender any bearer certificates held by the unitholder in exchange for registered units in the scheme or sub-fund; and

(b) where relevant, to provide the details necessary for an entry to be made in the appropriate register of participants for the scheme or sub-fund.

The authorised fund manager of a long-term asset fund, in respect of which an authorisation order is in force on 3 July 2023, is not required to comply with the rule specified in column (2) until:

(a) the instrument constituting the fund is next updated; or

(b) 3 July 2024, whichever is earlier.

The authorised fund manager of a long-term asset fund, in respect of which an authorisation order is in force on 3 July 2023, is not required to comply with the rule specified in column (2) until:

(a) the prospectus is next updated; or

(b) 3 July 2024, whichever is earlier.