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COBS 14.1 Interpretation

COBS 14.1.1 R RP

1In this chapter:

  1. (1)

    'retail client' includes the trustee or operator of a stakeholder pension scheme or personal pension scheme and the trustee of a money-purchase occupational pension scheme; and

  2. (2)

    3(except in relation to the requirements under the PRIIPs Regulation) ‘sell’ includes ‘sell, personally recommend or arrange the sale of’ in relation to a designated investment and equivalent activities in relation to a cash-deposit ISA, cash-only lifetime ISA2 and cash-deposit CTF.

COBS 14.2 Providing product information to clients1

Providing information about PRIIPs

COBS 14.2.-1 G
  1. (1)

    17The PRIIPs Regulation requires a person who advises on, or sells, a PRIIP to provide a retail investor (as defined in the PRIIPs Regulation) in the United Kingdom21 with the key information document for that PRIIP.

    [Note: article 13 of the PRIIPs Regulation]

  2. (2)

    Since the PRIIPs Regulation imposes 21requirements in relation to the provision of information about PRIIPs, this chapter does not apply to a firm when it is advising on, or selling, a PRIIP (except where applicable to Solvency II Directive information).

  3. (3)

    A firm that sells a life policy that is also a PRIIP must provide the information20 required by COBS 14.2.1R(2). Some or all of this information may be included in a key information document if this is required to be provided by, and such inclusion is permitted under, the PRIIPs Regulation.

The provision rules for products other than PRIIPs

COBS 14.2.1 R RP

1A firm that sells, or (where relevant) gives effect to22:

  1. (1)

    a non-PRIIP packaged product17 to a retail client, must provide a key features document and a key features illustration2 to that client (unless the packaged product is a unit in a regulated collective investment scheme17);

    777
  2. (2)

    a life policy to a client, must provide:20

    131313
    1. (a)

      the Solvency II Directive information to that client;20

    2. (b)

      a client with objective and relevant information about the policy:20

      1. (i)

        in a comprehensible form to allow the client to make an informed decision;20

      2. (ii)

        modulated in a way that takes into account the complexity of the policy and the type of client;20

      3. (iii)

        whether or not the firm makes a personal recommendation; and

      4. (iv)

        irrespective of whether the policy is offered as part of a package pursuant to COBS 6.1ZA.16AR to COBS 6.1ZA.16ER;

    3. (c)

      the information in (b) must be provided prior to the conclusion of the life policy and in accordance with COBS 7.4, rather than in accordance with the other rules in this section;20

  3. (3)

    the variation of a life policy or personal pension scheme to a retail client, must provide that client with sufficient information about the variation for the client to be able to understand the consequences of the variation;

    11
  4. (3A)

    [deleted]10

    410
  5. (3B)

    a retail client’s request to make income withdrawals from their personal pension scheme or stakeholder pension scheme for the first time must provide that retail client with:22

    61465
    1. (a)

      a key features illustration; and22

    2. (b)

      such other information as is necessary for the client to understand the consequences of the request;22

  6. (3C)

    a retail client's request to make22 one-off or regular uncrystallised funds pension lump sum payments from their personal pension scheme or stakeholder pension scheme for the first time must provide that client with:22

    14
    1. (a)

      a key features illustration; and22

    2. (b)

      such other information as is necessary for the client to understand the consequences of the request;22

  7. (3D)

    a retail client’s request to designate personal pension scheme or stakeholder pension scheme funds to enable the retail client to make income withdrawals must provide that client with:22

    1. (a)

      a key features illustration; and22

    2. (b)

      such other information as is necessary for the retail client to understand the consequences of the request;22

  8. (3E)

    a retail client’s request to make an income withdrawal subsequent to (3B) or uncrystallised funds pension lump sum payment subsequent to (3C) must provide:22

    1. (a)

      such information as is necessary for the client to understand the consequences of the request; and22

    2. (b)

      where relevant, the information required by COBS 13 Annex 2.2.9R (Additional requirements: drawdown pensions and regular uncrystallised funds pension lump sum payments); 22

  9. (3F)

    a retail client’s request for a short-term annuity must provide: 22

    1. (a)

      a key features illustration; and22

    2. (b)

      such other information as is necessary for the client to understand the consequences of the request; 22

  10. (4)

    a cash-deposit ISA, cash-only lifetime ISA16 or cash-deposit CTF to a retail client, must provide a key features document to that client;

  11. (4A)

    16a lifetime ISA, which is not a cash-only lifetime ISA, to a retail client must provide to that client the information in COBS 14 Annex 1;

  12. (5)

    [deleted]17

  13. (5A)

    a unit in a KII-compliant NURS must provide the following to a retail client:17

    1. (a)

      a copy of the scheme’s NURS-KII document and (unless already provided) the information required by COBS 13.3.1R(2) (General requirements); and 17

    2. (b)

      if that client is present in the United Kingdom21, enough information for the client to be able to make an informed decision about whether to hold the units in a wrapper (if the units will, or may, be held in that way);17

  14. (6)

    [deleted]7

    7
  15. (7)

    a unit in a UCITS scheme, or in an EEA UCITS scheme which is a recognised scheme, to a client, must:7

    1. (a)

      provide a copy of the scheme'skey investor information document or, as the case may be, EEA key investor information document to that client; and7

    2. (b)

      where the client is a retail client, provide separately (unless already provided) the information required by COBS 13.3.1R (2) (General requirements) and, if that client is present in the United Kingdom21, the information required by (5A)(b).17

      7
  16. (8)

    [deleted]17

    7

[Note: in respect of (2) article 185(1) of the Solvency II Directive and in respect of (2)(b) articles 20(1) first paragraph, 20(2), 20(4) and 23 of the IDD20]

13 13

[Note: in respect of (7),7 articles 17 and 807 of the UCITS Directive]

7 7 7
COBS 14.2.1-A G

23 24If a retail client is invested in a pathway investment and makes a request falling within COBS 14.2.1R(3B) or (3E), but which is clearly incompatible with the investment pathway option selected by the client under COBS 19.10.17R(1), this should be brought to the client’s attention.

Provision of key investor information document or NURS-KII document

COBS 14.2.1A R RP
  1. (1)

    7This rule applies to:17

    1. (a)

      an authorised fund manager of a UCITS scheme or a KII-compliant NURS that is either an authorised unit trust, authorised contractual scheme or an ICVC; and17

    2. (b)

      an ICVC that is a UCITS scheme or KII-compliant NURS.17

    12
  2. (2)

    An authorised fund manager and an ICVC in (1) that sells units in a UCITS scheme or a KII-compliant NURS17 directly, or through another natural or legal person who acts on its behalf and under its full and unconditional responsibility, must ensure that investors are provided with the key investor information document for the UCITS scheme or the NURS-KII document for the KII-compliant NURS17.

  3. (3)

    An authorised fund manager and an ICVC in (1) that does not sell units in a UCITS scheme or a KII-compliant NURS17 directly, or through another natural or legal person who acts on its behalf and under its full and unconditional responsibility, must ensure that the key investor information document for the UCITS scheme or the NURS-KII document for the KII-compliant NURS17 is provided on request to product manufacturers and intermediaries selling, or advising investors on, potential investments in those UCITS schemes or KII-compliant NURS17 or in products offering exposure to them.

  4. (4)

    The key investor information document or the NURS-KII document17 must be provided to investors free of charge.

  5. (5)

    An authorised fund manager and an ICVC in (1) may, instead of providing the key investor information document or NURS-KII document17 to investors in paper copy in accordance with (2), provide it in a durable medium other than paper or by means of a website that meets the website conditions, in which case the authorised fund manager and ICVC must:

    1. (a)

      deliver a paper copy of the key investor information document or NURS-KII document17 to the investor on request and free of charge; and

    2. (b)

      make available an up-to-date version of the key investor information document or NURS-KII document17 to investors on the website of the ICVC or authorised fund manager.

[Note: articles 80 and 81 of the UCITS Directive]

Provision of a generic key features illustration15

COBS 14.2.1B R RP

9When the rules in this chapter require the offer or provision of a key features illustration, a firm may provide a generic key features illustration if that generic key features illustration has been prepared in accordance with COBS 13.4.2 R.

Provision of information: other requirements15

COBS 14.2.1C R RP

9A firm that arranges to facilitate the payment of an adviser charge or consultancy charge17, or an increase in such a charge17 from an in-force packaged product, must provide to the retail client sufficient information for the retail client to be able to understand the likely effect of that facilitation.

COBS 14.2.1D G

17Where a firm arranges to facilitate the payment of an adviser charge or consultancy charge for a new non-PRIIP packaged product, the information required by COBS 14.2.1CR should be included in the key features illustration.

COBS 14.2.2 R RP

The documents or information required to be provided or offered by COBS 14.2.1 R and COBS 14.2.1C R9 must be in a durable medium or made available on a website (where that does not constitute a durable medium) that meets the website conditions.

9
COBS 14.2.3 R RP
  1. (1)

    A firm that personally recommends that a retail client holds a particular asset in a SIPP must provide that client with sufficient information for the client to be able to make an informed decision about whether to buy or invest.

  2. (2)

    This rule does not apply if the asset is described in COBS 14.2.1 R.

Firm not to cause confusion about the identity of the producer of a product

COBS 14.2.4 R RP

When a firm provides a document or information in accordance with the rules in this section, it must not do anything that might reasonably cause a retail client to be mistaken about the identity of the firm that has produced, or will produce, the product.

Exception to the provision rules: key features documents and key investor information documents7

COBS 14.2.5 R RP

A firm is not required to provide:

  1. (1)

    a document, if the firm produces the product and the rules in this section require another firm to provide the document;

  2. (2)

    [deleted]21

    2
  3. (3)

    [deleted]21

    131317
  4. (4)

    [deleted]17

[Note: in respect of (3), article 185(8) of the Solvency II Directive13]

13

Exception: key features illustrations2

COBS 14.2.6 R RP

2A firm is not required to provide a key features illustration for a product if the information that would have been included in that illustration is included in the key features document provided to the client. 2

COBS 14.2.6A R

18A firm is not required to provide a key features illustration in relation to a pension annuity if the firm provides the information required by COBS 19.9 (Pension annuity comparison information).

Exception to the provision rules: key features documents and key features illustrations2

COBS 14.2.7 R RP

A firm is not required to provide a key features document or a key features illustration2for:

  1. (1)

    [deleted]17

  2. (2)

    a life policy if:

    13
    1. (a)

      [deleted]21

    2. (b)

      the client is habitually resident outside the United Kingdom and the sale is not by distance contract.

  3. (3)

    a traded life policy; or17

  4. (4)

    an interest in an investment trust savings scheme.17

[Note: in respect of (2), articles 4(1) and 16 of the Distance Marketing Directive and article 185 of the Solvency II Directive13]

13

Exception to the provision rules: key features documents and key features illustrations2

COBS 14.2.8 R RP

A firm is not required to provide a key features document or a key features illustration2, if:

  1. (1)

    the client is buying or investing in response to a direct offer financial promotion without receiving a personal recommendation to buy or invest; and

  2. (2)

    the firm provides materially the same information in some other way.

Exception to the provision rules: key features documents, key features illustrations, key investor information documents and NURS-KII documents27

COBS 14.2.9 R RP

A firm is not required to provide a key features document or17 a key features illustration17 if:

2
  1. (1)

    the client is habitually resident outside the United Kingdom21 and not present in the United Kingdom21 when the relevant application is signed; or

  2. (2)

    the purchase is by a discretionary investment manager on behalf of a retail client; or

  3. (3)

    the sale is arranged or personally recommended by an investment manager and the client has agreed that a key features document is not required.17

  4. (4)

    [deleted]17

COBS 14.2.9A R RP

7For the purposes of the provision rules in relation to a key investor information document or a NURS-KII document17, a firm:

  1. (1)

    may satisfy the requirement to provide the document to the investor by providing it to a person who has written authority to make investment decisions on that investor’s behalf; and

  2. (2)

    is not required to consider as a new transaction:

    1. (a)

      a subscription to units in a UCITS scheme,17 an EEA UCITS scheme or a KII-compliant NURS17 in which the client already holds units; or

    2. (b)

      a series of connected transactions undertaken as the consequence of a single investment decision; or

    3. (c)

      a decision by the client to switch from one class of units to another in the same scheme;

      if an up-to-date version of the key investor information document or NURS-KII document17 for the scheme or the relevant class of units has already been provided to that client.

[Note: article 80 of the UCITS Directive]

COBS 14.2.10 G RP
7
  1. (1)

    [deleted]17

    7
  2. (2)

    The FCA would regard a decision to subscribe to a regular monthly savings plan as a single investment decision for the purpose of COBS 14.2.9AR (2)(a). However, a subsequent decision by the client to increase the amount of the regular contributions to be invested in units of a particular scheme or to direct the contributions to a different scheme, would in each case constitute a new transaction.7

COBS 14.2.11 R RP

[deleted]17

Exception: successive operations

COBS 14.2.12 R RP

In the case of a distance contract comprising an initial service agreement, followed by successive operations or a series of separate operations of the same nature performed over time, the rules in this section only apply to the initial agreement.

COBS 14.2.13 R RP

If there is no initial service agreement but the successive operations or separate operations of the same nature performed over time are performed between the same contractual parties, the rules in this section only apply:

  1. (1)

    when the first operation is performed; and

  2. (2)

    if no operation of the same nature is performed for more than a year, when the next operation is performed (the next operation being deemed to be the first in a new series of operations).

The timing rules

COBS 14.2.14 R RP

When the rules in this section require a firm to:

  1. (1)

    [deleted]17

    7
  2. (2)

    provide a key features document17 or any other document or information to a client, the document or information must be provided free of charge and in good time before the firm carries on the relevant business; or7

    7
  3. (3)

    provide a key investor information document,17EEA key investor information document or NURS-KII document17 to a client, it must be provided in good time before the client's proposed subscription for units in the scheme.7

[Note: article 807 of the UCITS Directive]7

7 7

Exception to the timing rules: child trust funds

COBS 14.2.15 R RP

A key features document for an HMRC allocated CTF must be provided as soon as reasonably possible after the CTF has been opened.

Exception to the timing rules: distance contracts and voice telephony communications

COBS 14.2.16 R RP
7
  1. (1)

    A firm may provide a document, or the information required to be provided by the rules in this section, in a durable medium immediately after the conclusion of a distance contract, if the contract has been concluded at a client's request using a means of distance communication that does not enable the document or information to be provided in that form in good time before the client is bound by the contract.7

  2. (2)

    The exception in (1) does not apply in relation to the provision of an EEA key investor information document,17 a key investor information document or a NURS-KII document17 required to be provided under COBS 14.2.1 R and COBS 14.2.1A R.7

COBS 14.2.17 R RP
7
  1. (1)

    Where the rules in this section require a document or information to be provided, in the case of a voice telephony communication, a firm must:7

    7
    1. (a)

      if the client gives explicit consent to receiving only limited information, provide the abbreviated distance marketing disclosure information () orally to the client;7

    2. (b)

      if the client does not give explicit consent to only receiving limited information, and the parties wish to proceed by voice telephony communication, provide the distance marketing information () orally to the client;7

    3. (c)

      in the case of (a) or (b), send the documents or information to the client in a durable medium immediately after the contract is concluded.7

  2. (2)

    The exception in (1) does not apply in relation to the provision of an EEA key investor information document,17 a key investor information document or a NURS-KII document17 required to be provided under COBS 14.2.1 R and COBS 14.2.1A R.7

    7

Providing additional information to the client

COBS 14.2.18 G
  1. (1)

    19A firm that provides the product information required by this section is not precluded from providing additional information to the client (for example, in order to assist the client’s understanding of the proposed transaction).

  2. (2)

    When a firm provides additional information it should:

    1. (a)

      ensure that the additional information does not disguise, diminish or obscure important information contained in the product information required by this section;

    2. (b)

      consider whether any other rules or requirements in any EU-derived21 regulations apply to the communication of that additional information. For example, for marketing communications relating to a UCITS scheme21see COBS 4.13.2 R; and

    3. (c)

      have regard to the fair, clear and not misleading rule, the client’s best interests rule and Principles 6 and 7.

COBS 14.3 Information about designated investments (non-MiFID provisions)

Application

COBS 14.3.1 R RP

This section applies to a firm in relation to:

  1. (1)

    [deleted]8

  2. (2)

    any of8 the following regulated activities when carried on for a retail client:

    1. (a)

      making a personal recommendation about a designated investment6;5 or

    2. (b)

      managing investments that are designated investments (other than a P2P agreement);5 or

    3. (c)

      arranging (bringing about) or executing a deal in a warrant, non-readily realisable security4speculative illiquid security,12 or derivative; or

    4. (d)

      engaging in stock lending activity; or4

      4
    5. (e)

      operating an electronic system in relation to lending, but only in relation to facilitating a person becoming a lender under a P2P agreement.4

    8except to the extent that the carrying on of such a regulated activity constitutes MiFID, equivalent third country or optional exemption business.

  3. (3)

    12Where a rule in this chapter applies to a firm which is arranging (bringing about) or executing a deal in a speculative illiquid security, the rule also applies to:

    1. (a)

      a TP firm (to the extent that the rule does not already apply to such a TP firm as a result of GEN 2.2.26R); and

    2. (b)

      a Gibraltar-based firm (having the same meaning as in the Gibraltar Order) to the extent that the rule does not already apply to such a Gibraltar-based firm as a result of GEN 2.3.1R).

COBS 14.3.1A G

8A firm carrying on MiFID, equivalent third country or optional exemption business should consider whether the requirements in articles 46 and 48 of the MiFID Org Regulation apply; see COBS 14.3A (Information about financial instruments (MiFID provisions)).

Providing a description of the nature and risks of designated investments

COBS 14.3.2 R RP

A firm must provide a client with a general description of the nature and risks of designated investments, taking into account, in particular, the client's categorisation as a retail client or a professional client. That description must:

  1. (1)

    explain the nature of the specific type of designated investment concerned, as well as the risks particular to that specific type of designated investment, in sufficient detail to enable the client to take investment decisions on an informed basis; and

  2. (2)

    include, where relevant to the specific type of designated investment concerned and the status and level of knowledge of the client, the following elements:

    1. (a)

      the risks associated with that type of designated investment including an explanation of leverage and its effects and the risk of losing the entire investment;

    2. (b)

      the volatility of the price of designated investments and any limitations on the available market for such investments;

    3. (c)

      the fact that an investor might assume, as a result of transactions in such designated investments, financial commitments and other additional obligations, including contingent liabilities, additional to the cost of acquiring the designated investments; and

    4. (d)

      any margin requirements or similar obligations, applicable to designated investments of that type.

8

COBS 14.3.3 R RP

If a firm provides a retail client with information about a designated investment that is the subject of a current offer to the public and a prospectus has been published in connection with that offer in accordance with the Prospectus Regulation, that firm must inform the retail client where that prospectus is made available to the public.11

9

8

COBS 14.3.4 R RP

Where the risks associated with a designated investment composed of two or more different designated investments or services are likely to be greater than the risks associated with any of the components, a firm must provide an adequate description of the components of that designated investment and the way in which its interaction increases the risks.

8

COBS 14.3.5 R RP

In the case of a designated investment that incorporates a guarantee by a third party, the information about the guarantee must include sufficient detail about the guarantor and the guarantee to enable the retail client to make a fair assessment of the guarantee.

8

Satisfying the provision rules

COBS 14.3.6 G RP

[deleted]8

COBS 14.3.7 G RP

Providing a key features document, key investor information document, EEA key investor information document3 or NURS-KII document7 may satisfy the requirements of the rules in this section.

Firms advising on P2P agreements

COBS 14.3.7A G RP

4Examples of information a firm advising on P2P agreements or P2P portfolios10 should provide to explain the specific nature and risks of a P2P agreement or a P2P portfolio10 include:

  1. (1)

    expected and actual default rates in line with the requirements in COBS 4.6 on past and future performance;

  2. (2)

    a summary of the assumptions used in determining expected future default rates;

  3. (3)

    a description of how loan risk is assessed, including a description of the criteria that must be met by the borrower before the operator of the electronic system in relation to lending6 considers the borrower eligible for a P2P agreement;

  4. (4)

    where lenders have the choice to invest in specific P2P agreements, details of the creditworthiness assessment of the borrower carried out;

  5. (5)

    whether the P2P agreement benefits from any security and if so, what;

  6. (6)

    a fair description of the likely actual return, taking into account fees, default rates and taxation;

  7. (7)

    an explanation of how any tax liability for lenders arising from investment in P2P agreements would be calculated;

  8. (8)

    an explanation of the operator of the electronic system in relation to lending's6 procedure for dealing with a loan in late payment or default;

  9. (9)

    the procedure for a lender to access their money before the term of the P2P agreement has expired; and6

  10. (10)

    an explanation of what would happen if the operator of the electronic system in relation to lending6 fails, including confirmation that there is no recourse to the Financial Services Compensation Scheme.

COBS 14.3.7B G RP

10When complying with the information requirements set out in this chapter and other parts of the FCA Handbook, firms advising on a P2P agreement or a P2P portfolio may also wish to consider providing to retail clients any other information that an operator of an electronic system in relation to lending must disclose in accordance with COBS 18.12.

6
COBS 14.3.7C G RP

6 Firms providing information to clients, and communicating information, about an innovative finance ISA should also have regard to the guidance in COBS 4.5.9G.

Product information: form

COBS 14.3.8 R RP

The documents and information provided in accordance with the rules in this section must be in a durable medium or available on a website (where that does not constitute a durable medium) that meets2 the website conditions.

8

The timing rules

COBS 14.3.9 R RP

  1. (1)

    The information to be provided in accordance with the rules in this section must be provided in good time before a firm carries on designated investment business8 with or for a retail client.

  2. (2)

    A firm may provide that information immediately after it begins to carry on that business if:

    1. (a)

      the firm was unable to comply with (1) because, at the request of the client, the agreement was concluded using a means of distance communication which prevented the firm from complying with that rule; and

    2. (b)

      in any case where the rule on voice telephony communications (COBS 5.1.12 R) does not otherwise apply, the firm complies with that rule as if the client was a consumer.

8

Keeping the client up-to-date

COBS 14.3.10 R RP

A firm must notify a client in good time about any material change to the information provided under the rules in this section which is relevant to a service that the firm is providing to that client. That notification must be given in a durable medium if the information to which it relates is given in a durable medium.

8

Information about UCITS schemes

COBS 14.3.11 R RP

If a firm provides a client with a key investor information document or EEA key investor information document3 that meets all of9 the requirements applying in relation to that document9, it will have provided appropriate information for the purpose of the requirement to disclose information on:

3 3 3 3
  1. (1)

    designated investments and investment strategies (COBS 2.2.1R (1)(b)); and

  2. (2)

    costs and associated charges (COBS 2.2.1R (1)(d) and COBS 6.1.9 R1;

in relation to the costs and associated charges in respect of the UCITS scheme itself, including the exit and entry commissions.

8

Information about KII-compliant NURS

COBS 14.3.11A R

7If a firm provides a client with a NURS-KII document it will have provided appropriate information for the requirement to disclose information on:

  1. (1)

    designated investments and investment strategies (COBS 2.2.1R(1)(b)); and

  2. (2)

    costs and associated charges (COBS 2.2.1R(1)(d) and COBS 6.1.9R);

in relation to the costs and associated charges for the KII-compliant NURS itself, including the exit and entry commissions.

Distributor disclosure requirements for UCITS or KII-compliant NURS

COBS 14.3.12 G RP

A key investor information document and EEA key investor information document or a NURS-KII document7 provide3 sufficient information in relation to the costs and associated charges in respect of the UCITS3 or KII-compliant NURS7 itself. However, a firm distributing units3 in a UCITS3 or KII-compliant NURS7 should also inform a client about all of the other costs and associated charges related to the provision of its services in relation to units in the UCITS or KII-compliant NURS7.

3 3 3 3 3 3

8

COBS 14.3A Information about financial instruments (MiFID provisions)

Application

COBS 14.3A.1 R

1This section applies to a firm in relation to its MiFID, equivalent third country or optional exemption business.

Effect of provisions marked “UK” for third country investment firms and MiFID optional exemption firms

COBS 14.3A.2 R

Provisions in this section marked “UK”3apply in relation to MiFID optional exemption business as if they were rules (see COBS 1.2.2G).

COBS 14.3A.2A G

The effect of GEN 2.2.22AR is that provisions in this section marked “UK”3also apply in relation to the equivalent business of a third country investment firm as if they were rules.

Providing a description of the nature and risks of financial instruments

COBS 14.3A.3 R

A firm must provide a client with:

  1. (1)

    appropriate guidance on, and warnings of, the risks associated with investments in financial instruments or in respect of particular investment strategies;

  2. (2)

    information on whether a particular financial instrument is intended for retail or professional clients, taking account of the identified target market in accordance with the rules in PROD 3; and

  3. (3)

    the information required by this section in a comprehensible form in such a manner that the client is reasonably able to understand the nature and risks of the investment service and of the specific type of financial instrument that is being offered and, consequently, to take investment decisions on an informed basis. That information may be provided in a standardised format.

[Note: article 24(4)(b) and article 24(5) of MiFID]

COBS 14.3A.4 G

COBS 14.3A.3R supplements COBS 2.2A.2R (Information disclosure before providing services (MiFID provisions)).

COBS 14.3A.5 UK

348(1) Investment firms shall provide clients or potential clients in good time before the provision of investment services or ancillary services to clients or potential clients with a general description of the nature and risks of financial instruments, taking into account, in particular, the client’s categorisation as either a retail client, professional client or eligible counterparty. That description shall explain the nature of the specific type of instrument concerned, the functioning and performance of the financial instrument in different market conditions, including both positive and negative conditions, as well as the risks particular to that specific type of instrument in sufficient detail to enable the client to take investment decisions on an informed basis.

48(2) The description of risks referred to in paragraph 1 shall include, where relevant to the specific type of instrument concerned and the status and level of knowledge of the client, the following elements:

(a) the risks associated with that type of financial instrument including an explanation of leverage and its effects and the risk of losing the entire investment including the risks associated with insolvency of the issuer or related events, such as bail in;

(b) the volatility of the price of such instruments and any limitations on the available market for such instruments;

(c) information on impediments or restrictions for disinvestment, for example as may be the case for illiquid financial instruments or financial instruments with a fixed investment term, including an illustration of the possible exit methods and consequences of any exit, possible constraints and the estimated time frame for the sale of the financial instrument before recovering the initial costs of the transaction in that type of financial instruments;

(d) the fact that an investor might assume, as a result of transactions in such instruments, financial commitments and other additional obligations, including contingent liabilities, additional to the cost of acquiring the instruments;

(e) any margin requirements or similar obligations, applicable to instruments of that type.

48(3) Where an investment firm provides a retail client or potential retail client with information about a financial instrument that is the subject of a current offer to the public and a prospectus has been published in connection with that offer in accordance with the law of the United Kingdom which was relied on immediately before IP completion day to implement Directive 2003/71/EC, as that law is amended from time to time, that firm shall in good time before the provision of investment services or ancillary services to clients or potential clients inform the client or potential client where that prospectus is made available to the public.

48(4) Where a financial instrument is composed of two or more different financial instruments or services, the investment firm shall provide an adequate description of the legal nature of the financial instrument, the components of that instrument and the way in which the interaction between the components affects the risks of the investment.

48(5) In the case of financial instruments that incorporate a guarantee or capital protection, the investment firm shall provide a client or a potential client with information about the scope and nature of such guarantee or capital protection. When the guarantee is provided by a third party, information about the guarantee shall include sufficient detail about the guarantor and the guarantee to enable the client or potential client to make a fair assessment of the guarantee.

[Note: article 48 of the MiFID Org Regulation]

Satisfying the provision rules

COBS 14.3A.6 G
  1. (1)

    Where a firm is required to provide information to a client before the provision of a service, each transaction in respect of the same type of financial instrument should not be considered as the provision of a new or different service.

[Note: recital 69 to the MiFID Org Regulation]

  1. (2)

    But a firm should ensure that the client has received all relevant information in relation to a transaction which subsequently takes place, such as details of product charges that differ from those disclosed in respect of the prior transaction or transactions.

Timing of disclosure

COBS 14.3A.7 UK

346(2) Subject to paragraph 2A, investment firms must4, in good time before the provision of investment services or ancillary services to clients or potential clients, to provide the information required under Articles 47 to 50.

46(2A) Where the agreement to buy or sell a financial instrument is concluded using a means of distance communication, which prevents the delivery of the information on costs and charges before that conclusion:4

  1. (a) the investment firm must give the client or potential client the option of receiving the information on costs and charges over the telephone before the conclusion of the transaction; and4

  2. (b) subject to meeting the conditions referred to in paragraph 2B(a) and (b), the investment firm may provide the information on costs and charges to clients in:4

    1. (i) electronic format; or4

    2. (ii) where requested by a retail client or potential retail client, on paper, without undue delay after the conclusion of the transaction.4

46(2B) The conditions referred to in paragraph 2A(b) are:4

  1. (a) the client or potential client has requested and consented to receiving the information without undue delay after the conclusion of the transaction; and4

  2. (b) the investment firm has given the client or potential client the option of delaying the conclusion of the transaction until the client has received the information.4

Note: article 46(2), (2A) and (2B)4 of the MiFID Org Regulation]

COBS 14.3A.8 G

The provisions in COBS that reproduce the information requirements contained in articles 47 to 50 of the MiFID Org Regulation are: COBS 6.1ZA.5UK, COBS 6.1ZA.8UK, COBS 6.1ZA.9UK, COBS 6.1ZA.14UK and COBS 14.3A.5UK3.

2

Medium of disclosure

COBS 14.3A.9 UK

3

46(3) The information referred to in paragraphs 1 to 2B4 shall be provided in a durable medium or by means of a website (where it does not constitute a durable medium) provided that the conditions specified in Article 3(2) are satisfied.

[Note: article 46(3) of the MiFID Org Regulation]

Keeping the client up-to-date

COBS 14.3A.10 UK

346(4) Investment firms shall notify a client in good time about any material change to the information provided under Articles 47 to 50 which is relevant to a service that the firm is providing to that client. That notification shall be given in a durable medium if the information to which it relates is given in a durable medium.

[Note: article 46(4) of the MiFID Org Regulation]

Information provided in relation to units in collective investment undertakings or PRIIPs

COBS 14.3A.11 UK

351 Investment firms distributing units in collective investment undertakings or PRIIPs shall additionally inform their clients about any other costs and associated charges related to the product which may have not been included in the UCITS KID or PRIIPs KID and about the costs and charges relating to their provision of investment services in relation to that financial instrument.

[Note: article 51 of the MiFID Org Regulation]

COBS 14.4 Provision of information by an intermediate Unitholder

COBS 14.4.1

[not used]3

COBS 14.4.2

[not used]3

COBS 14.4.3

[not used]3

COBS 14.4.4

[not used]3

COBS 14.4.5

[not used]3

COBS 14.4.6

[not used]3

COBS 14.4.7

[not used]3

COBS 14.4.8

[not used]3

COBS 14.4.9

[not used]3

Information requests by authorised fund managers for liquidity management purposes

COBS 14.4.10 R RP

If an intermediate Unitholder receives a reasonable request from an authorised fund manager for information relating to the beneficial owners of the units of a scheme that it operates which the authorised fund manager reasonably needs for the purposes of liquidity management, the intermediate Unitholder must provide that information to the authorised fund manager as soon as is reasonably practicable.

COBS 14.4.11 G RP

Examples of information which may be reasonably requested by an authorised fund manager include:

  1. (1)

    a breakdown of the total number of units held by the intermediate Unitholder in each scheme to indicate the number of units attributable to individual beneficial owners; and

  2. (2)

    information about the types of distribution channel which have been used to sell the units to the relevant beneficial owners.

COBS 14.4.12 G RP

In determining whether a request from an authorised fund manager is reasonable, an intermediate Unitholder may take into account the frequency with which such requests have been received from that authorised fund manager.

COBS 14 Annex 1 Lifetime ISA information

1

This Annex belongs to COBS 13.3.1R(3) and COBS 14.2.1R(4A).

Information which comprises the following:

1

Features of a lifetime ISA

1.1

R

An explanation to the retail client of the key features of a lifetime ISA, including:

(1)

eligibility criteria to open and subscribe to a lifetime ISA;

(2)

annual lifetime ISA subscription limits;

(3)

tax treatment of qualifying investments held in a lifetime ISA;

(4)

process for transferring a lifetime ISA;

(5)

eligibility for the lifetime ISA government bonus; and

(6)

the lifetime ISA government withdrawal charge and the circumstances in which this might be incurred.

1.2

R

The explanation in COBS 14 Annex 1 1.1R(6) should include a warning that:

(1)

the lifetime ISA government withdrawal charge recovers any lifetime ISA government bonus and any investment growth on that bonus plus an additional amount; and

(2)

if the lifetime ISA government withdrawal charge is incurred, the retail client could receive back less than they paid in.

2

Additional factors for a retail client to consider when deciding whether to invest in a lifetime ISA

2.1

R

An explanation to the retail client of:

(1)

the different savings objectives for which the lifetime ISA is intended, being house purchase and/or saving for retirement, either in the alternative or in combination; and

(2)

the types of qualifying investments which can be held in the lifetime ISA being sold by the firm.

2.2

R

A warning that if a retail client saves in a lifetime ISA instead of enrolling in, or contributing to, a qualifying scheme, occupational pension scheme or personal pension scheme:

(1)

the retail client may lose the benefit of contributions by an employer (if any) to that scheme; and

(2)

the retail client's current and future entitlement to means tested benefits (if any) may be affected.

2.3

G

The explanation in COBS 14 Annex 1 2.1R should:

(1)

encourage a retail client to consider their lifetime ISA subscription level and choice of qualifying investment in relation to their savings objectives, their expected investment horizon and their financial circumstances as a whole, including other provision for retirement; and

(2)

inform the retail client that the factors in (1) may change over time and that the retail client should regularly review their lifetime ISA subscription and/or qualifying investments.

3

Example outcome of retirement saving by a retail client in a lifetime ISA

3.1

R

A descriptive heading such as ‘What a lifetime ISA might be worth at age 60?’

3.2

R

A completed version of the table in COBS 14 Annex 1 3.5R.

3.3

R

An explanation, positioned adjacent to this table on the same page, stating that:

(1)

the table is designed to:

(a)

help the retail client understand what the value of a lifetime ISA might be at age 60, depending on the age at which saving starts and assuming the maximum annual subscription at the beginning of each tax year up to age 50 and receipt of the lifetime ISA government bonus; and

(b)

provide information for a retail client who is saving for retirement in a lifetime ISA and so may not be relevant to a retail client whose saving objective for a lifetime ISA is house purchase; and

(2)

the estimated outcomes in Columns 4 and 5:

(a)

are based on standardised rates of return which may not reflect:

(i)

actual or expected returns; or

(ii)

the retail client’s choice of qualifying investment for a lifetime ISA (accompanied by an indication of how the retail client can access information relating to the qualifying investments which the retail client may purchase from the firm); and

(b)

include the effect of lifetime ISA charges and inflation on estimated outcomes from a lifetime ISA; and

(3)

Column 6 shows the effect of lifetime ISA charges and inflation on the returns from a lifetime ISA which the retail client can use to compare the lifetime ISA charges applicable to other lifetime ISAs and charges applicable to longer-term savings products.

3.4

R

The explanations in COBS 14 Annex 1 3.3R(2) and COBS 14 Annex 1 3.3R(3) must include a statement that lifetime ISA charges taken into account in the table:

(1)

may vary over time; and

(2)

exclude any fee or charge:

(a)

payable by or on behalf of a retail client to a firm in relation to the provision of a personal recommendation by the firm in respect of the lifetime ISA; and

(b)

relating to the qualifying investments held in the lifetime ISA (including in relation to the provision of a personal recommendation in respect of those investments).

3.5

R

This table belongs to COBS 14 Annex 1 3.2R.

1

2

3

4

5

6

Age saving in a lifetime ISA started

Total amount paid in by lifetime ISA saver/ investor

Total amount paid in, plus lifetime ISA government bonus

Estimated outcome at age 60 from 0% return

Estimated outcome at age 60 from x% return

Charges and estimated inflation would reduce a x% return to

£

£

£

£

%

18

25

30

35

40

3.6

R

In preparing the table in COBS 14 Annex 1 3.5R, firms must:

(1)

Round all sterling amounts down to the nearest whole pound.

(2)

Complete Column 2 on the basis of:

(a)

the retail client attaining each age listed in Column 1 in the tax year in respect of which the retail client is proposing to make a lifetime ISA subscription; and

(b)

a maximum annual lifetime ISA subscription being made on 6 April of that tax year and each subsequent tax year, up to and including the tax year in which the retail client would reach age 50 (based on each assumed age in (a)).

(3)

Complete Column 3 on the basis of:

(a)

subscriptions as calculated in Column 2; and

(b)

receipt by the retail client of the lifetime ISA government bonus on:

(i)

5 April 2018 for the tax year 2017/18 (where relevant); and

(ii)

6 April of each subsequent tax year, up to and including the tax year in which the retail client would reach age 50 (based on each assumed age in 2(a)).

(4)

Complete Columns 4 and 5 on the basis of:

(a)

investment of the retail client’s assumed subscriptions and the lifetime ISA government bonus, as calculated for the purposes of Columns 2 and 3;

(b)

(for Column 4) a nominal annual rate of return of 0%;

(c)

(for Column 5) a nominal annual rate of return equal to the maximum intermediate rate of return ‘x’ given in COBS 13 Annex 2 2.3R; and

(d)

the outcome in sterling in real terms:

(i)

based on the nominal annual rate of return in the relevant column;

(ii)

net of the intermediate rate of price inflation given in COBS 13 Annex 2 2.5R;

(iii)

net of the effect of any lifetime ISA charges; and

(iv)

compounded annually at the end of each tax year, up to and including the tax year in which the retail client would reach age 60 (based on each assumed age in 2(a)).

(5)

Complete Column 6 on the basis of a percentage rate ‘y’ (rounded to the nearest tenth of 1%), where ‘y’ is the annual rate of return which must be applied to each amount shown in Column 3 and compounded annually over the relevant period to achieve the sterling amount shown in Column 5.

4

Projections

4.1

R

Where a firm chooses to provide a projection, including a personal projection, in relation to investing in a lifetime ISA in addition to the information in COBS 14 Annex 1 3 (Example outcome of retirement saving by a retail client in a lifetime ISA), a firm must ensure that:

(1)

the information in COBS 14 Annex 1 3 is displayed at least as prominently as the projection;

(2)

where a firm that communicates a projection for a lifetime ISA in relation to its MiFID or equivalent third country business, the projection complies with the future performance requirements in article 44(6) of the MiFID Org Regulation (see COBS 4.5A.14UK3); and

2

(3)

where a firm that communicates a projection for a lifetime ISA which is not in relation to its MiFID or equivalent third country business, the projection must be either a standardised deterministic projection or a stochastic projection in accordance with COBS 13 Annex 2.

5

Qualifying investments

5.1

G

The information which a firm provides to a retail client in accordance with this Annex is intended to inform the retail client about the implications of that retail client saving and/or investing in a lifetime ISA (as opposed to saving and/or investing outside a wrapper or in a different wrapper or pension wrapper). A firm must still take into account and comply with any other requirements of this sourcebook in connection with the sale by the firm of qualifying investments to be held in a lifetime ISA.