CHAPTER IIIU.K.MASTER-FEEDER STRUCTURES

SECTION 2U.K.Liquidation, merger or division of the master UCITS

Subsection 1U.K.Procedures in the event of a liquidation

Article 20U.K.Application for approval

1.Member States shall require the feeder UCITS to submit to its competent authorities no later than two months after the date on which the master UCITS informed it of the binding decision to liquidate, the following:

(a)where the feeder UCITS intends to invest at least 85 % of its assets in units of another master UCITS in accordance with Article 60(4)(a) of Directive 2009/65/EC:

(i)

its application for approval for that investment;

(ii)

its application for approval of the proposed amendments to its fund rules or instrument of incorporation;

(iii)

the amendments to its prospectus and its key investor information in accordance with Articles 74 and 82 of Directive 2009/65/EC, respectively;

(iv)

the other documents required pursuant to Article 59(3) of Directive 2009/65/EC;

(b)where the feeder UCITS intends to convert into a UCITS that is not a feeder UCITS in accordance with Article 60(4)(b) of Directive 2009/65/EC:

(i)

its application for approval of the proposed amendments to its fund rules or instrument of incorporation;

(ii)

the amendments to its prospectus and its key investor information in accordance with Articles 74 and 82 of Directive 2009/65/EC, respectively;

(c)where the feeder UCITS intends to be liquidated, a notification of that intention.

2.By way of derogation from paragraph 1, where the master UCITS informed the feeder UCITS of its binding decision to liquidate more than five months before the date at which the liquidation will start, the feeder UCITS shall submit to its competent authorities its application or notification in accordance with one of the points (a), (b) or (c) of paragraph 1 at the latest three months before that date.

3.The feeder UCITS shall inform its unit-holders of its intention to be liquidated without undue delay.

Article 21U.K.Approval

1.The feeder UCITS shall be informed within 15 working days following the complete submission of the documents referred to in points (a) or (b) of Article 20(1) respectively, whether the competent authorities have granted the required approvals.

2.On receiving the competent authorities’ approval pursuant to paragraph 1, the feeder UCITS shall inform the master UCITS of it.

3.The feeder UCITS shall take necessary measures to comply with the requirements of Article 64 of Directive 2009/65/EC as soon as possible after the competent authorities have granted the necessary approvals pursuant to Article 20(1)(a) of this Directive.

4.Where the payment of liquidation proceeds of the master UCITS is to be executed before the date on which the feeder UCITS is to start to invest in either a different master UCITS pursuant to Article 20(1)(a) or in accordance with its new investment objectives and policy pursuant to Article 20(1)(b), the competent authorities of the feeder UCITS shall grant approval subject to the following conditions:

(a)the feeder UCITS shall receive the proceeds of the liquidation:

(i)

in cash; or

(ii)

some or all of the proceeds as a transfer of assets in kind where the feeder UCITS so wishes and where the agreement between the feeder UCITS and master UCITS or the internal conduct of business rules and the binding decision to liquidate provide for it;

(b)any cash held or received in accordance with this paragraph may be re-invested only for the purpose of efficient cash management before the date on which the feeder UCITS is to start to invest either in a different master UCITS or in accordance with its new investment objectives and policy.

Where point (a)(ii) of the first subparagraph applies, the feeder UCITS may realise any part of the assets transferred in kind for cash at any time.