Background
Apex Fundrock Limited (“AFL”) and FundRock Partners Limited (“FRP”), collectively known as “Apex Fundrock” throughout this document, act as the Authorised Corporate Director (“ACD”) of Open-Ended Investment Companies (“OEICs”), Authorised Unit Trust schemes (“UTs) and is authorised to act as Operator for Authorised Contractual Schemes (“ACS”).
These OEICs, UTs and ACs comprise Undertakings for Collective Investment in Transferable Securities (“UK UCITS”) schemes, Non-UCITS retail schemes (“NURS”) and Qualifying Investor Schemes (“QISs”).
For Closed Ended Investment Companies Apex FundRock also acts as Alternative Investment Fund Manager (“UK AIFM”). The above are collectively referred to in this policy as “the Schemes”.
Policy Statement
This policy statement is designed to ensure that Apex FundRock complies with all Regulatory requirements (COLL 6.6A) and the environment relating to the exercise of voting rights and appropriate recording and communication where these voting rights have been exercised.
Apex FundRock is an Authorised Fund Manager and outsources the investment management function of its Funds to third parties whilst retaining overall responsibility for ensuring that the schemes are managed in accordance with the funds’ scheme documentation and all applicable regulation.
Procedures
COLL 6.6A.6R requires the management company to have adequate documented procedures for exercising its rights as the owner of the assets held in the fund. This includes identifying and responding to corporate events (e.g. rights issues in shares); deciding how and when voting rights should be exercised; ensuring that it is in accordance with the investment objectives and policy of the fund; preventing or managing any conflicts of interest arising from the exercise of voting rights and acting in the exclusive interest of the fund and its investors.
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Strategy
An Authorised Fund Manager of a UCITS scheme is required to develop adequate and effective strategies for determining when and how voting rights attached to instruments held in the portfolios are to be exercised.
Apex FundRock’s strategy shall be for the delegated Investment Manager to vote in accordance with their own policy subject to that meeting with the objectives of each sub fund within the OEIC / ICVC.
The Investment Manager will vote in the way they see fit – typically in line with the corporate governance and voting policy.
The Investment Manager shall retain appropriate records to show, for each vote, the nature of the vote and how it was exercised with appropriate explanation as may be required. -
Ownership
The Investment Manager owns the Exercise of voting rights policy and ensures that they maintain up to date policies.
Apex FundRock will be responsible for any updates that is required to
- The Prospectus or Instrument of incorporation of the ICVC
- The Investment Management agreement
- Supplementary Information Document (SID) / Key Investor Information Document (KIID) -
Periodic Review
The Investment Manager will be responsible for ensuring that the policy and any voting instructions applied at the fund managers is reviewed at least annually and more frequently depending on regulatory changes or changes in business activity.
Apex FundRock will review at each monitoring visit, the Investment Managers’ Voting Rights Policy, as part of its oversight of the Investment Manager.
Apex FundRock asks the IM to attest to the following question as part of the Quarterly Certification:
How many shareholder votes did you participate in and did they meet your shareholder engagement policy objectives? -
Management Reporting and monitoring
The Investment Manager is responsible for the following:
- Monitoring relevant corporate events
- Ensuring that the exercise of voting rights is in accordance with the investment objectives and policy of the relevant ICVC
- Preventing and managing any conflicts of interest arising in the exercise of voting rights, this being considered in the Investment Managers Conflicts of Interest Policy. Monitoring of these reports and resulting actions will be undertaken periodically during the year by Apex FundRock.
Apex FundRock’s monitoring approach will be to:
- Confirm that the Investment Managers have a proper policy and that this is regularly reviewed and updated.
- Confirm what internal governance and reviews are done to ensure that the Investment Managers adhere to their policy.
- Ensure that Investment Managers to provide retrospective records of the results of the voting policy for review by Apex FundRock
- Review where applicable, sample corporate actions decisions. -
Governance
The Investment Committee will approve this policy. -
Escalation route
In the event of any problems arising from the implementation or practice of any of the policies, the Investment Manager will escalate to Apex FundRock. -
Availability
A Summary of the Investment Managers strategy is available to Investors upon request. -
Products covered by this Policy
The Policy covers all Apex FundRock’s OEICs / ICVC’s and relevant sub-funds.
