This Practice Note considers the role of depositaries of UK undertakings for collective investment in transferable securities (UK UCITS). It explains the UK regulatory framework, which derives from Directive 2009/65/EC (the UCITS Directive), as amended by Directive 2014/91/EU (UCITS V), and is now set out in UK primary and secondary legislation, assimilated law and the Financial Conduct Authority (FCA) Handbook. It examines the appointment, eligibility, functions, liability and delegation obligations of a UK UCITS depositary. UK legal framework and assimilated law The UCITS Directive and UCITS V were implemented in the UK through a combination of primary legislation in the Financial Services and Markets Act 2000 (FSMA 2000), the UCITS Regulations 2011, SI 2011/1613, and by the FCA throughout its Handbook, but primarily in the Collective Investment Schemes sourcebook (COLL). Commission Delegated Regulation (EU) 2016/438 (UCITS Level 2 Delegated Regulation) has been retained in the UK following the end of the Brexit implementation period and from 1 January 2024 became classified as assimilated law. Assimilated Regulation (EU) 2016/438 applies in the UK subject to the amendments

Scope of this Practice Note This Practice Note considers investor information that needs to be provided in relation to UK UCITS funds (as defined in section 237 of the Financial Services and Markets Act 2000 (FSMA 2000), namely ‘authorised unit trust schemes’, ‘authorised contractual scheme’ or ‘authorised open-ended investment companies’). It also looks at the relevant provisions of the Financial Conduct Authority (FCA) Handbook, Collective Investment Schemes sourcebook (COLL). It covers the requirements for a prospectus, reports, pricing information and product disclosure information under the consumer composite investments (CCI) regime. UK implementation of UCITS Undertakings for collective investment in transferable securities (UCITS) are open-ended collective investment schemes which comply with the European directive on the co-ordination of laws, regulations and administrative provisions relating to the UCITS Directive (Directive 2009/65/EC) (also known as UCITS IV), as amended by Directive 2014/91/EU (UCITS V). For further information on the UK UCITS regime, including a summary of the key directives and implementing directives and regulations, and what constitutes a UCITS, see Practice Note: UK Undertakings for Collective Investment

FORTHCOMING DEVELOPMENT: The Financial Services and Markets Act 2023 (FSMA 2023) implements the outcomes of the Future Regulatory Framework Review. This involves revoking the retained EU law on financial services listed in FSMA 2023, Sch 1 and replacing it with regulation that is designed for the UK. Among the legislation listed in FSMA 2023, Sch 1 are the Financial Collateral Arrangements (No 2) Regulations 2003, SI 2003/3226 (Schedule 1, Part 2, Subordinate legislation), and EC Financial collateral Directive, Directive 2002/47/EC (Schedule 1, Part 3, EU tertiary legislation). The revocation of these two pieces of legislation is not yet in force. It is anticipated that revoking retained EU law relating to financial services will take place over several years and it is not yet known what shape the replacement legislation in relation to financial collateral will take.For further information on FSMA 2023, see Practice Note: The Financial Services and Markets Act 2023—essentials. Introduction to the legislation The Financial Collateral Arrangements (No 2) Regulations 2003 (FCARs), SI 2003/3226 have been in force in the UK since

Law360, London: Investigations into Libor and Euribor manipulation by traders and brokers led to the convictions in the UK of nine individuals for conspiracy to defraud.

The elements of establishing a res judicata In order to set up a res judicata, you must establish that: • the decision on which your res judicata is based, whether domestic or foreign, was judicial in the relevant sense • it was in fact pronounced • the tribunal had jurisdiction over the parties and the subject matter • the decision was: ◦ final ◦ on the merits • it determined a question raised in the later litigation, and • the parties are the same or their privies, or the earlier decision was in rem (Marginson v Blackburn and Leong v Hock Hua Bank Bhd [2008] 3 MLJ 340 (not reported by LexisNexis®) and Chong v Leow [2008] 6 MLJ 781 (not reported by LexisNexis®)) res judicata—what is a 'judicial decision'? For this purpose, the decision must be given by a tribunal exercising judicial functions under the law of England or, in the case of a foreign

This Practice Note provides a checklist in the form of a high-level summary of the key anti-avoidance rules that may apply to restrict the tax deductibility of loan interest for a corporate borrower within the charge to UK corporation tax. They are: • the loan relationships regime-wide anti-avoidance rule (RAAR) • the unallowable purpose rule • the rules recharacterising interest as a distribution • the corporate interest restriction • the transfer pricing rules • the hybrid and other mismatches rules • non-market loans, and • the general anti-abuse rule For this purpose, it is assumed that the borrower and the lender are unconnected parties acting at arm's length in respect of a bilateral or syndicated loan. Outside the scope of this Practice Note are the tax considerations relevant to: • non-corporate borrowers, such as individuals—interest deductibility for income tax payers is discussed in Practice Note: Financing investment in UK real estate—Interest deductibility for income tax payers—acquisition finance • repealed provisions—examples include: ◦ the worldwide debt cap rules that were found in Part

This Practice Note provides an overview of the key restructuring and insolvency industry, government and regulatory bodies across the UK, Europe and the rest of the world. UK bodies Body What does it do? Insolvency Service The Insolvency Service is a government agency which aims to deliver economic confidence by supporting those in financial distress, tackling financial wrongdoing and maximising returns to creditors. It is an executive agency of the Department for Business, Innovation, Science and Trade (BIST) (previously known as the Department for Business and Trade). The Insolvency Service regulates the recognised professional bodies (RPBs) to ensure that the members they authorise are fit to act as insolvency practitioners. There are three RPBs: the Institute of Chartered Accountants of England and Wales (ICAEW), the Institute of Chartered Accountants of Scotland and the Insolvency Practitioners Association (IPA). With effect from 1 June 2025, upon its request, the recognition of the Institute of Chartered Accountants in Ireland as a RPB was revoked. The Insolvency Service is responsible for a range of services. It:

The Ministry of Justice (MoJ) issued guidance which is formulated around six guiding principles. These principles, particularly principle 3, make it clear that you should adopt a risk-based approach to managing bribery risks. Adequate anti-bribery procedures should be proportionate to the bribery risks you face. In order to do this, you will need to identify those risks. You should therefore perform a risk assessment across your business as a first step (see Precedent: Bribery and corruption—risk assessment). To a certain extent the level of risk you face will be linked to the: • size of your organisation • type and nature of the persons associated with it, and • nature and complexity of your business This Practice Note explains common risk areas you should consider. They include: • gifts and hospitality • agents and intermediaries • commissions • facilitation payments • joint ventures and acquisitions • charitable and political donations • public sector touchpoints, public procurement and government influence In practice, bribery and corruption may not be identified, reported or investigated as standalone

Government guidance on the failure to prevent fraud offence sets out six principles for organisations to consider when developing reasonable fraud prevention procedures. In particular, the second principle—risk assessment—makes clear that organisations should take a risk-based approach to identifying and managing fraud risks. For the purposes of the failure to prevent fraud offence, the relevant risk is that a person associated with your business commits a specified fraud offence intending to benefit the business or a client to whom they provide services for or on behalf of the business. Where the fraud is intended to benefit a client, the business will not be liable if it is itself the victim or intended victim of that fraud. Government guidance explains that this would include circumstances where the loss caused, or intended to be caused, by the fraud would be borne by the business, or where the fraud was committed with intent to harm the business. Indirect harm, such as reputational damage resulting from an associated person’s fraud, is not enough by itself to make the business a victim. You

A thorough understanding of various risks faced by nuclear projects is critical for not only the project company (and its investors) but also for other key stakeholders in the civil nuclear sector, such as the lenders and the government. This Practice Note sets out, at a high level, the following issues in relation to nuclear projects: • development phase risks • operational phase risks • specific concerns for lenders • the role played by government, and • practical guidance for negotiating risk allocation between stakeholders For further practical guidance on the financing of energy, power and resources projects across a number of sectors, including those discussed in this Practice Note, see also textbook: Energy and Resources Financing: A Practical Handbook. What are the key development phase risks in nuclear energy projects? Nuclear projects face a number of risks in the development phase, such as: High up-front costs Nuclear projects have exceedingly high up-front capital expenditure (CAPEX) costs. The scale of the funding requirements often means that investors

There are four stages of the national curriculum for pupils of compulsory school age.

Although differences persist among regional markets, this Practice Note explains that the traditional conception of ‘key stakeholders’ may be opening up to a greater diversity of interests, including ‘non-financial’ interests, such as environmental concerns, in the context of midstream and downstream activities. Identifying the ‘key stakeholders’ in the Oil & Gas industry requires careful attention to the operational realities of the industry itself. As the term implies, to identify key stakeholders, one must determine what ‘stakes’ there are in the industry (understood as interests or goals) to identify those who hold them. A brief overview of the Oil & Gas industry is helpful to set the stage for this discussion. The industry is, generally speaking, divided into three major sectors: upstream, midstream and downstream. Simply put, the three stages can be summarised as follows: • ‘upstream’ activities can include everything from a given stage of the production process back toward the initial exploration and production of crude oil and natural gas • ‘midstream’ is used to describe intermediary