1. (1)

   1This section applies to a firm that carries on designated investment business for:

   1. (a)

      a retail client; and

   2. (b)

      in the case of MiFID or equivalent third country business, a client.

2. (2)

   If expressly provided, this section also applies to ancillary services not covered by (1), but only in the course of MiFID or equivalent third country business carried on with or for a client.

If a firm provides basic advice on stakeholder products in accordance with the basic advicerules, this section does not apply to that service.

A firm must provide a retail client with the following general information, if relevant:

1. (1)

   the name and address of the firm, and the contact details necessary to enable a client to communicate effectively with the firm;

2. (2)

   in the case of MiFID or equivalent third country business, the languages in which the client may communicate with the firm, and receive documents and other information from the firm;

3. (3)

   the methods of communication to be used between the firm and the client including, where relevant, those for the sending and reception of orders;

4. (4)

   a statement of the fact that the firm is authorised and the name of the competent authority that has authorised it;

5. (5)

   in the case of MiFID or equivalent third country business, the contact address of the competent authority that has authorised the firm;

6. (6)

   if the firm is acting through an appointed representativeor, where applicable, a tied agent, a statement of this fact specifying the EEA State in which that appointed representative or tied agent is registered;

7. (7)

   the nature, frequency and timing of the reports on the performance of the service to be provided by the firm to the client in accordance with the rules on reporting to clients on the provision of services (COBS 16);

8. (8)
   1. (a)

      in the case of a common platform firm3, a description, which may be provided in summary form, of the conflicts of interest policy;

   2. (b)

      other than in the case of a common platform firm, when a material interest or conflict of interest may or does arise, the manner in which the firm will ensure fair treatment of the client;

9. (9)

   in the case of a common platform firm, at any time that the client requests it, further details of the conflicts of interest policy.

1. (1)

   A firm that manages investments for a client must establish an appropriate method of evaluation and comparison such as a meaningful benchmark, based on the investment objectives of the client and the types of designated investments included in the client portfolio, so as to enable the client to assess the firm's performance.

2. (2)

   If a firm proposes to manage investments for a retail client, the firm must provide the client with such of the following information as is applicable:

   1. (a)

      information on the method and frequency of valuation of the designated investments in the client portfolio;

   2. (b)

      details of any delegation of the discretionary management of all or part of the designated investments or funds in the client portfolio;

   3. (c)

      a specification of any benchmark against which the performance of the client portfolio will be compared;

   4. (d)

      the types of designated investments that may be included in the client portfolio and types of transaction that may be carried out in those designated investments, including any limits; and

   5. (e)

      the management objectives, the level of risk to be reflected in the manager's exercise of discretion, and any specific constraints on that discretion.

1. (1)

   A firm that holds designated investments or client money for a retail client subject to the custody chapter or the client money chapter must provide that client with the following information:

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   1. (a)

      if applicable,

      1. (i)

         that the designated investments or client money of that client may be held by a third party on behalf of the firm;

      2. (ii)

         the responsibility of the firm under the applicable national law for any acts or omissions of the third party; and

      3. (iii)

         the consequences for the client of the insolvency of the third party;

   2. (b)

      if applicable, that the designated investments belonging to the retail client may be held in an omnibus account by a third party and a prominent warning of the resulting risks;

   3. (c)

      if it is not possible under national law for designated investments belonging to a client held with a third party to be separately identifiable from the proprietary designated investments of that third party or of the firm, that fact and a prominent warning of the resulting risks;

   4. (d)

      if applicable, that accounts that contain designated investments or client money belonging to that client are or will be subject to the law of a jurisdiction other than that of a EEA State, an indication that the rights of the client relating to those instruments or money may differ accordingly;

   5. (e)

      a summary description of the steps which it takes to ensure the protection of any designated investments belonging to the client or client money it holds, including summary details of any relevant investor compensation or deposit guarantee scheme which applies to the firm by virtue of its activities in an EEA State.

2. (2)

   A firm that holds designated investments or client money for a retail client must inform the client:

   1. (a)

      if applicable, about the existence and the terms of any security interest or lien which the firm has or may have over the client'sdesignated investments or client money, or any right of set-off it holds in relation to the client'sdesignated investments or client money; and

   2. (b)

      if applicable, that a depositary may have a security interest or lien over, or right of set-off in relation to those instruments or money.

3. (3)

   A firm within (1) must also, before entering into securities financing transactions in relation to designated investments held by it on behalf of a retail client, or before otherwise using such designated investments for its own account or the account of another client, in good time before the use of those designated investments provide the client, in a durable medium, with clear, full and accurate information on the obligations and responsibilities of the firm with respect to the use of those designated investments, including the terms for their restitution, and on the risks involved.

4. (4)

   A firm within (1) that holds clientdesignated investments or client money for a professional client must provide that client with the information in paragraphs (1)(3d3) and (2)(a) and(b).

A firm must provide a retail client with information on costs and associated charges including, if applicable:

1. (1)

   the total price to be paid by the client in connection with the designated investment or the designated investment business or ancillary services, including all related fees, commissions, charges and expenses, and all taxes payable via the firm or, if an exact price cannot be indicated, the basis for the calculation of the total price so that the client can verify it. The commissions charged by the firm must be itemised separately in every case;

2. (2)

   if any part of the total price referred to (1) is to be paid in or represents an amount of foreign currency, an indication of the currency involved and the applicable currency conversion rates and costs;

3. (3)

   notice of the possibility that other costs, including taxes, related to transactions in connection with the designated investment or the designated investment business may arise for the client that are not paid via the firm or imposed by it; and

4. (4)

   the arrangements for payment or other performance.

1. (1)

   A firm must provide a client with the information required by this section in good time before the provision of designated investment business or ancillary services unless otherwise provided by this rule.

2. (2)

   A firm may instead provide that information immediately after starting to provide designated investment business or ancillary services 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 communication2 which prevented the firm from doing so; and

   2. (b)

      in any case where the rule on voice telephony communications (COBS 5.1.12 R)2 does not otherwise apply, the firm complies with that rule in relation to the retail client, as if that client were a consumer.

Except where expressly provided, a firm must provide the information required by this section in a durable medium or via a website (where it does not constitute a durable medium) where the website conditions are satisfied.

1. (1)

   A firm must notify a client in good time about any material change to the information provided under this section which is relevant to a service that the firm is providing to that client.

2. (2)

   A firm must provide this notification in a durable medium if the information to which it relates was given in a durable medium.

1. (1)

   A firm carrying on MiFID business must make available to a client, who has used or intends to use those services, information necessary for the identification of the compensation scheme or any other investor-compensation scheme of which the firm is a member (including, if relevant, membership through a branch) or any alternative arrangement provided for in accordance with the Investor Compensation Directive.

2. (2)

   The information under (1) must include the amount and scope of the cover offered by the compensation scheme and any rules laid down by the EEA State pursuant to article 2 (3) of the Investor Compensation Directive.

3. (3)

   A firm must provide, on the client's request, information concerning the conditions governing compensation and the formalities which must be completed to obtain compensation.

4. (4)

   The information provided for in this rule must be made available in a durable medium or via a website if the website conditions are satisfied in the official language or languages of the EEA State.

1. (1)

   1This section applies to a firm which makes personal recommendations to retail clients in relation to retail investment products.11

   11
2. (2)

   This section does not apply to a firm giving advice, or providing services, to an employer in connection with a group personal pension scheme or group stakeholder pension scheme.2

This section does not apply to a firm when it gives basic advice in accordance with the basic advicerules.

4This section does not apply to a firm when it makes a personal recommendation to a retail client in relation to a Holloway sickness policy, provided that the Holloway policy special application conditions are met.

This section does not apply if the retail client is outside the United Kingdom.

Except as specified in COBS 6.1A.4A R, COBS 6.1A.4AB R, COBS 6.1A.4AC G11 and COBS 6.1A.4B R, a firm must:6

1. (1)

   only be remunerated for the personal recommendation (and any other related services provided by the firm) by adviser charges; and

2. (2)

   not solicit or accept (and ensure that none of its associates solicits or accepts) any other commissions, remuneration or benefit of any kind in relation to the personal recommendation or any other related service, regardless of whether it intends to refund the payments or pass the benefits on to the retail client; and

3. (3)

   not solicit or accept (and ensure that none of its associates solicits or accepts) adviser charges in relation to the retail client'sretail investment product which are paid out or advanced by another party over a materially different time period, or on a materially different basis, from that in or on which the adviser charges are recovered from the retail client.

6A firm and its associates may:

1. (1)

   solicit and accept a commission, remuneration or benefit of any kind in the circumstances set out in COBS 6.1A.4 R if:

   1. (a)

      the personal recommendation was made on or before 30 December 2012;

   2. (b)

      the solicitation and acceptance of the commission, remuneration or benefit of any kind was permitted by the rules in force on 30 December 2012;

   3. (c)

      the contract under which the right to receive the commission, remuneration or benefit of any kind was entered into on or before 30 December 2012;

   4. (d)

      the terms of that contract as at 30 December 2012 included the right to receive the commission, remuneration or benefit of any kind; and

   5. (e)

      the retail client enters into the transaction in respect of which the personal recommendation was given within a reasonable time of the personal recommendation being given; and

2. (2)

   enter into an arrangement under which the right to receive the commission, remuneration or benefit of any kind in (1) is transferred to that firm or its associate.

11A firm and its associates may solicit and accept a commission, remuneration or benefit of any kind from a discretionary investment manager in the circumstances in COBS 6.1A.4 R if:

1. (1)

   the firm or its associates recommended the discretionary investment manager to a retail client on or before 30 December 2012;

2. (2)

   the solicitation and acceptance of the commission, remuneration or benefit of any kind was permitted by the rules in force on 30 December 2012;

3. (3)

   the contract under which the right to receive the commission, remuneration or benefit of any kind was entered into on or before 30 December 2012;

4. (4)

   the terms of that contract as at 30 December 2012 included the right to receive the commission, remuneration or benefit of any kind; and

5. (5)

   the retail client agreed an investment mandate with the discretionary investment manager within a reasonable time of the recommendation to use the discretionary investment manager being made.

6If a retail client chooses to become a client of a firm and that firm or its associate enters into an arrangement in COBS 6.1A.4AR (2), the firm must:

1. (1)

   before the arrangement is entered into, disclose to the retail client that the transfer of the commission, remuneration or benefit of any kind will be requested by the firm or its associate;

2. (2)

   throughout the period during which the firm or its associate receives the commission, remuneration or benefit of any kind, provide the retail client with an ongoing service; and

3. (3)

   as soon as reasonably practicable after it makes the disclosure in (1):

   1. (a)

      disclose to the retail client, as a cash amount or percentage of funds under management, the amount of the commission, remuneration or benefit of any kind it expects to receive and any it has received; and

   2. (b)

      provide the retail client with a description of the ongoing service it will provide to the retail client in accordance with (2).

7‘Related service(s)’ for the purposes of COBS 6.1A includes:

1. (1)

   arranging or executing a transaction which has been recommended to a retail client by the firm, an associate or another firm in the same group or conducting administrative tasks associated with that transaction; or

2. (2)

   managing a relationship between a retail client (to whom the firm provides personal recommendations on retail investment products) and a discretionary investment manager or providing a service to such a client in relation to the investments managed by such a manager; or7

3. (3)

   7recommending a discretionary investment manager to a retail client (to whom the firm provides personal recommendations or other services in relation to11retail investment products).

   11

If the firm or its associate is the retail investment product provider, the firm must ensure that the level of its adviser charges is at least reasonably representative of the services associated with making the personal recommendation (and related services).

A firm must determine and use an appropriate charging structure for calculating its adviser charge for each retail client.

A firm must not use a charging structure which conceals the amount or purpose of any of its adviser charges from a retail client.

9A firm must not make a personal recommendation to a retail client in relation to a retail investment product if it knows, or ought to know, that:

1. (1)

   the product’s charges, or the platform service provider's charges are presented in a way that offsets or may appear to offset any adviser charges or platform charges that are payable by that retail client; or

2. (2)

   the product’s charges or other payments are maintained by the retail investment product provider at a level such that a cash rebate, other than a cash rebate permitted by COBS 6.1B.7A R or10COBS 6.1E.10R (2), is payable to the retail client.

A firm must disclose its charging structure to a retail client in writing, in good time before making the personal recommendation (or providing related services).

A firm must not use an adviser charge which is structured to be payable by the retail client over a period of time unless (1) or (2) applies:

1. (1)

   the adviser charge is in respect of an ongoing service for the provision of personal recommendations or related services and:

   1. (a)

      the firm has disclosed that service along with the adviser charge; and6

   2. (b)

      the retail client is provided with a right to cancel the ongoing service, which must be reasonable in all the circumstances, without penalty and without requiring the retail client to give any reason; or6

2. (2)

   the adviser charge relates to a retail investment product for which an instruction from the retail client for regular payments is in place and the firm has disclosed that no ongoing personal recommendations or service will be provided.3

6If a retail client exercises his right to cancel an ongoing service, the firm must clearly disclose to the retail client whether charges for other services provided by the firm, such as custody services, will continue to be payable by the retail client.

If COBS 6.1A.22R(1) or (2) do not apply, a firm may not offer credit to a retail client for the purpose of paying adviser charges unless this would be in the best interests of the retail client.

1. (1)

   A firm must agree with and disclose to a retail client the total adviser charge payable to it or any of its associates by a retail client.

2. (2)

   A disclosure under (1) must:

   1. (a)

      be in cash terms (or convert non-cash terms into illustrative cash equivalents);

   2. (b)

      be as early as practicable;

   3. (c)

      be in a durable medium or through a website (if it does not constitute a durable medium) if the website conditions are satisfied; and

   4. (d)

      if there are payments over a period of time, include the amount and frequency of each payment due, the period over which the adviser charge is payable and the implications for the retail client if the retail investment product is cancelled before the adviser charge is paid and, if there is no ongoing service, the sum total of all payments.

A firm must keep a record of:

1. (1)

   its charging structure;

2. (2)

   the total adviser charge payable by each retail client; and

3. (3)

   if the total adviser charge paid by a retail client has varied materially from the charge indicated for that service in the firm's charging structure, the reasons for that difference.

1. (1)

   1This section applies to:24

   1. (a)

      a firm which is a retail investment product provider; and4

   2. (b)

      in relation to COBS 6.1B.9 R, COBS 6.1B.10 G and COBS 6.1B.11 G, a platform service provider;4

   in circumstances where a retail client receives a personal recommendation in relation to a retail investment product and also where a retail investment product transaction is executed by a platform service provider and no personal recommendation has been made.104

2. (2)

   This section does not apply to a retail investment product provider in circumstances where a firm gives advice or provides services to an employer in connection with a group personal pension scheme or group stakeholder pension scheme.2

This section does not apply to a firm when a retail client receives basic advice in accordance with the basic advicerules.

3This section does not apply to a firm in circumstances where a retail client receives a personal recommendation in relation to one of7 the firm'sHolloway sickness policies,7 provided that the Holloway policy special application conditions are met.

This section does not apply if the retail client is outside the United Kingdom.

Except as specified in COBS 6.1B.5A R,5 a firm must not offer or pay (and must ensure that none of its associates offers or pays) any commissions, remuneration or benefit of any kind to another firm, or to any other third party for the benefit of that firm, in relation to a personal recommendation (or any related services), except those that facilitate the payment of adviser charges from a retail client's investments in accordance with this section.

5A firm and its associates may:

1. (1)

   offer and pay a commission, remuneration or benefit of any kind in the circumstances set out in COBS 6.1B.5 R if:

   1. (a)

      the personal recommendation was made on or before 30 December 2012;

   2. (b)

      the offer and payment was permitted by the rules in force on 30 December 2012;

   3. (c)

      the contract under which the right to receive the commission, remuneration or benefit of any kind was entered into on or before 30 December 2012;

   4. (d)

      the terms of that contract as at 30 December 2012 included the right to receive the commission, remuneration or benefit of any kind; and

   5. (e)

      the retail client enters into the transaction in respect of which the personal recommendation was given within a reasonable time of the personal recommendation being given; and

2. (2)

   enter into an arrangement under which the right to receive the commission, remuneration or benefit of any kind in (1) is transferred to another firm or its associate.

A firm must:

1. (1)

   take reasonable steps to ensure that its retail investment product charges are not structured so that they could mislead or conceal from a retail client the distinction between those charges and any adviser charges payable in respect of its retail investment products;

   9
2. (2)

   not include in any marketing materials in respect of its retail investment products or facilities for collecting adviser charges any statements about the appropriateness of levels of adviser charges that a firm could charge in making personal recommendations or providing related services in relation to its retail investment products ; and9

   9
3. (3)

   9not defer, discount or rebate retail investment product charges in a way that offsets or may appear to offset any adviser charges or platform charges that are payable, including by maintaining retail investment product charges at a level such that a cash rebate, other than a cash rebate permitted by COBS 6.1B.7A R or10COBS 6.1E.10R (2), is payable to the retail client.

10A retail investment product provider may maintain retail investment product charges at a level such that a cash rebate is payable to the retail client if:

1. (1)

   the retail investment product transaction was agreed on or before 5 April 2014 and executed within a reasonable time of that agreement; and

2. (2)

   the retail client's right to receive the cash rebate arose on or before 5 April 2014; and

3. (3)

   on or after 6 April 2014 no change is made to that product, or, where there is such a change on or after 6 April 2014, only in relation to the unchanged part of that product.

COBS 6.1B.7 R does not prevent a firm from offering a promotional discount to a retail client in the form of extra units or additional investment, but a9firm that offers to facilitate, directly or through a third party, the payment of adviser charges, including6 by means of a platform service must:4

1. (1)

   obtain and validate instructions from a retail client in relation to an adviser charge;

2. (2)

   offer sufficient flexibility in terms of the adviser charges it facilitates; and

3. (3)

   not pay out or advance adviser charges to the firm to which the adviser charge is owed over a materially different time period, or on a materially different basis to that in which it recovers the adviser charge from the retail client (including paying any adviser charges to the firm that it cannot recover from the retail client).

1. (1)

   1This section applies to a firm that gives advice, or provides services, to an employer in connection with a group personal pension scheme or group stakeholder pension scheme.

2. (2)

   Without prejudice to (1), this section does not apply to a firm that makes a personal recommendation to a retail client in relation to a retail investment product.

This section does not apply if the employer is outside the United Kingdom.

In this section ‘giving advice, or providing services, to an employer in connection with a group personal pension scheme or group stakeholder pension scheme’ includes:

1. (1)

   giving advice or assistance to an employer on the operation of such a scheme;

2. (2)

   taking, or helping the employer to take, the steps that must be taken to enable an employee of the employer to become a member of such a scheme; and

3. (3)

   giving advice to an employee, pursuant to an agreement between the employer and the adviser, about the benefits that are, or might be, available to the employee if he is, or if he becomes, a member of such a scheme.

Except as specified in COBS 6.1C.5A R,4COBS 6.1C.5B R and COBS 6.1C.5C R4,3 a firm must:

1. (1)

   only be remunerated for giving advice, or providing services, to an employer in connection with a group personal pension scheme or group stakeholder pension scheme by consultancy charges or by a fee payable by the employer;

2. (2)

   not solicit or accept (and ensure that none of its associates solicits or accepts) any other commissions, remuneration or benefit of any kind in relation to that advice, or those services, regardless of whether it intends to refund the payments or pass the benefits on to the group personal pension scheme or group stakeholder pension scheme; and

3. (3)

   not solicit or accept (and ensure that none of its associates solicits or accepts) consultancy charges which are paid out or advanced by another party over a materially different time period, or on a materially different basis, from that in or on which the consultancy charges are recovered from the relevant group personal pension scheme or group stakeholder pension scheme.

3A firm and its associates may:

1. (1)

   solicit and accept a commission, remuneration or benefit of any kind in the circumstances set out in COBS 6.1C.5 R if:

   1. (a)

      the employer’s part of the relevant scheme was established on or before 30 December 2012; and

   2. (b)

      the solicitation and acceptance of the commission, remuneration or benefit of any kind was permitted by the rules in force on 30 December 2012; and

2. (2)

   enter into an arrangement under which the right to receive the commission, remuneration or benefit in (1) is transferred to that firm or its associate.

3If an employer chooses to appoint a firm to provide advice or services in connection with a group personal pension scheme or a group stakeholder pension scheme and that firm or its associate enters into an arrangement in COBS 6.1C.5AR (2), the firm must:

1. (1)

   before the arrangement is entered into, disclose to the employer that the transfer of the commission, remuneration or benefit of any kind will be requested by the firm or its associate;

2. (2)

   throughout the period during which the firm or its associate receives the commission, remuneration or benefit of any kind, provide the employer with an ongoing service; and

3. (3)

   as soon as reasonably practicable after it makes the disclosure in (1):

   1. (a)

      disclose to the employer the basis and amount of the commission, remuneration or benefit of any kind it expects to receive and any it has received; and

   2. (b)

      provide the employer with a description of the ongoing service it will provide to the employer in accordance with (2).

4In connection with a qualifying scheme, a firm may only solicit or accept consultancy charges from an operator of a qualifying scheme if the operator has confirmed that express agreement has been given by members of that scheme under COBS 19.6.4 R.

If the firm or its associate is the group personal pension scheme or group stakeholder pension scheme provider, the firm must ensure that the level of its consultancy charges is at least reasonably representative of the cost associated with giving the advice to the employer in relation to the relevant scheme.

A firm must determine and use an appropriate charging structure for calculating its consultancy charge for each employer.

A firm must not use a charging structure which conceals the amount or purpose of any of its consultancy charges from an employer or an employee.

A firm must disclose its charging structure to an employer in writing, in good time before giving advice, or providing services, to the employer in connection with a group personal pension scheme or group stakeholder pension scheme.

1. (1)

   A firm must agree with and disclose to an employer the total consultancy charge payable to it or any of its associates.

2. (2)

   A disclosure under (1) must:

   1. (a)

      be in cash terms (or convert non-cash terms into illustrative cash equivalents);

   2. (b)

      be made as early as practicable and, in any event, before the employer:

      1. (i)

         selects a particular group personal pension scheme or group stakeholder pension scheme for the benefit of its employees; or

      2. (ii)

         if applicable, reviews its group personal pension scheme or group stakeholder pension scheme arrangements;

   3. (c)

      be in a durable medium or through a website (if it does not constitute a durable medium) if the website conditions are satisfied;

   4. (d)

      if there are payments over a period of time, include:

      1. (i)

         the amount and frequency of each payment due; and

      2. (ii)

         the period over which the consultancy charge is payable;

      3. (iii)

         an explanation of the implications for the employer and its employees if an employee leaves the employer’s service; and

      4. (iv)

         an explanation of the implications for the employer and its employees if contributions to the group personal pension scheme or group stakeholder pension scheme are cancelled before the consultancy charge is fully paid.

When an employer asks a firm to provide advice to the employer’s employees, the firm:

1. (1)

   may make a consultancy charge for the cost of preparing and giving advice to each employee who chooses to accept his employer’s offer of advice;

2. (2)

   must not make a consultancy charge for the cost of preparing or giving advice to an employee who chooses not to accept the offer of advice;

3. (3)

   (if the firm prepares generic advice to be given to more than one employee) must not make more than one consultancy charge for preparing that advice.

A firm must keep a record of:

1. (1)

   its charging structure;

2. (2)

   the consultancy charges payable by each employer and each of the employer’s employees; and

3. (3)

   if the consultancy charge for a particular service has varied materially from that indicated in the firm's charging structure, the reasons for that difference.

This section applies to a firm that is a group personal pension scheme or group stakeholder pension scheme provider, but only if the firm providing the relevant scheme (or another firm) gives advice, or provides services, to an employer in connection with that scheme.

This section does not apply if the employer is outside the United Kingdom.

In this section ‘giving advice, or providing services, to an employer in connection with a group personal pension scheme or group stakeholder pension scheme' includes:

1. (1)

   giving advice or assistance to an employer on the operation of such a scheme;

2. (2)

   taking, or helping the employer to take, the steps that must be taken to enable an employee of the employer to become a member of such a scheme; and

3. (3)

   giving advice to an employee, pursuant to an agreement between the employer and the advisor, about the benefits that are, or might be, available to the employee if he is, or if he becomes, a member of such a scheme.

1. (1)

   Except as specified in COBS 6.1D.6A R,1 a firm must not offer or pay (and must ensure that none of its associates offers or pays) any commissions, remuneration or benefit of any kind to another firm, an employee benefit consultant or to any other third party for the benefit of that firm, employee benefit consultant or third party in relation to the sale or purchase of:

   1. (a)

      a group personal pension scheme or group stakeholder pension scheme, whether or not that sale or purchase is accompanied or facilitated by advice given to the purchasing employer or the employer's employees; or

   2. (b)

      an investment, if that sale or purchase is, or was, for the benefit of an occupational pension scheme established as an alternative to a group personal pension scheme or group stakeholder pension scheme.

2. (2)

   Paragraph (1)(a) does not prevent a firm from making a payment to a third party that has facilitated the payment of a consultancy charge from a group personal pension scheme or group stakeholder pension scheme, provided that that payment is only in respect of that facilitation.

3. (3)

   For the purposes of (1)(b) only, an occupational pension scheme will be established as an alternative to a group personal pension scheme or group stakeholder pension scheme if, in order to meet the most material of its objectives, an employer could reasonably have chosen to establish an occupational pension scheme on the one hand, or a group personal pension scheme or group stakeholder pension scheme on the other, and it chose to establish an occupational pension scheme.

A firm that produces a group personal pension scheme or group stakeholder pension scheme must not offer or make any credit available out of its own funds, and to or for the benefit of another firm, an employee benefit consultant or another third party.

1A firm and its associates may:

1. (1)

   offer and pay a commission, remuneration or benefit of any kind in the circumstances set out in COBS 6.1D.4 R if:

   1. (a)

      the employer’s part of the relevant scheme was established on or before 30 December 2012; and

   2. (b)

      the offer or payment was permitted by the rules in force on 30 December 2012; and

2. (2)

   enter into an arrangement under which the right to receive the commission, remuneration or benefit of any kind in (1) is transferred to another firm or its associate.

A firm must:

1. (1)

   take reasonable steps to ensure that its group personal pension scheme and group stakeholder pension scheme charges are not structured so that they could mislead or conceal from an employer the distinction between those charges and any consultancy charges payable in respect of the scheme; and

2. (2)

   not include in any marketing materials in respect of its group personal pension schemes or group stakeholder pension schemes any statements about the appropriateness of levels of consultancy charges that a firm could charge in giving advice to an employer in relation to a such a scheme.

A firm that offers to facilitate, directly or through a third party, the payment of consultancy charges must:2

1. (1)

   obtain and validate instructions from the relevant employer in relation to the consultancy charge;

2. (2)

   offer sufficient flexibility in terms of the consultancy charges it facilitates;

3. (3)

   not pay out or advance consultancy charges to the firm to which the consultancy charge is owed over a materially different time period, or on a materially different basis to that in which it recovers the consultancy charges from the employee (including paying any consultancy charges to the firm that it cannot recover from the employee); and

4. (4)

   ensure that the consultancy charges levied do not exceed those agreed between the employee’s employer and the relevant adviser (unless the prior written consent of the employee is obtained).

A firm must, in good time, provide an employee with sufficient information on the total consultancy charge payable by the employee.

This section does not apply if the retail client is outside the United Kingdom.

1. (1)

   1A2platform service provider must clearly disclose the total platform charge to the retail client32 in a durable medium in good time before the provision of designated investment business.

   22
2. (2)

   In the event that it is not possible to make the disclosure in (1) in good time before the provision of designated investment business, the disclosure must be made as soon as practicable thereafter.

2Except as specified in COBS 6.1E.6 R and COBS 6.1E.7 R, a platform service provider must:

1. (1)

   only be remunerated for its platform service (and any other related services it provides), by platform charges; and

2. (2)

   ensure that none of its associates accepts any remuneration in respect of those services.

2A platform service provider or its associates may solicit and accept payments from:

1. (1)

   a firm, other than a retail investment product provider, which is in the business of making personal recommendations to retail clients in relation to retail investment products; and/or

2. (2)

   a firm, other than a retail investment product provider, which is in the business of arranging or dealingretail investment products for retail clients.

2Other than in COBS 6.1E.6 R, a3platform service provider or its associates may solicit and accept payments from any3firm, including a retail investment product provider,3 which are only for:

1. (1)

   pricing error corrections;

2. (2)

   administering corporate actions;

3. (3)

   research carried out by the platform service provider and management information; and

4. (4)

   advertising;

provided that:

1. (5)

   the services are available to firms at a price which does not vary inappropriately according to firm;

2. (6)

   the payments are reasonable and proportionate for the service; and

3. (7)

   the payments or service could not reasonably be expected to result in a channelling of business to the firm other than through the normal effect of general advertising.

2A platform service provider must not arrange for a retail client to buy a retail investment product if:

1. (1)

   the product’s charges are presented in a way that offsets or may appear to offset any adviser charges or platform charges that are payable by that retail client; or

2. (2)

   the platform service provider's charges are presented in a way that offsets or may appear to offset any product charges or adviser charges that are payable by the retail client; or

3. (3)

   the product’s charges or other payments are maintained by the retail investment product provider at a level such that a cash rebate, other than a cash rebate permitted by COBS 6.1E.10R (2), is payable to the retail client.

2A firm must not use a platform service as part of a personal recommendation to a retail client in relation to a retail investment product unless it has satisfied itself that the platform service provider, and its associates, only receive remuneration for business carried on in the UK which is permitted by the rules in this section.

2 COBS 6.1E.4 R does not prevent a platform service provider receiving a share of an annual management charge from an authorised fund manager if the platform service provider passes that share on to the retail client in the form of:

1. (1)

   additional units; or

2. (2)

   cash, provided that it does not offset or appear to offset any adviser charges or platform charges.

This section does not apply if the retail client is outside the United Kingdom.

1A firm which:

1. (1)

   arranges for retail clients to buy retail investment products or makes personal recommendations to retail clients in relation to retail investment products; and2

   2
2. (2)

   uses a platform service for that purpose;

must take reasonable steps to ensure that it uses a platform service which presents its retail investment products without bias.

1If a client requests a firm (F) to transfer the title to a retail investment product which is held by F directly, or indirectly through a third party, on that client's behalf to another person (P), and F may lawfully transfer the title to that retail investment product to P, F must execute the client's request within a reasonable time and in an efficient manner.

A firm acting as a registrar should carry out a request by F for the re-registration of ownership of a retail investment product to P within a reasonable time.

1. (1)

   1This section applies to a firm that either:

   1. (a)

      makes a personal recommendation to a retail client in relation to a retail investment product; or

   2. (b)

      provides basic advice to a retail client.

2. (2)

   This section does not apply to a firm when it makes a personal recommendation or provides basic advice to an employee, if that recommendation or advice is provided under the terms of an agreement between the firm and that employee’s employer which is subject to the rules on consultancy charges (COBS 6.1C).2

4This section does not apply to a firm when it makes a personal recommendation to a retail client in relation to a Holloway sickness policy, provided that the Holloway policy special application conditions are met.

This section does not apply if the retail client is outside the United Kingdom.

1. (1)

   A firm must not hold itself out to a retail client as acting independently unless the only personal recommendations in relation to retail investment products it offers to that retail client are:

   1. (a)

      based on a comprehensive and fair analysis of the relevant market; and

   2. (b)

      unbiased and unrestricted.

2. (2)

   Paragraph (1) does not apply to group personal pension schemes if a firm discloses information to a client in accordance with the rule on group personal pension schemes (COBS 6.3.21 R).

5In complying with COBS 6.2A.3 R, a firm which:

1. (1)

   holds itself out to a retail client as acting independently; and

2. (2)

   relies upon a single platform service to facilitate the majority of its personal recommendations in relation to retail investment products;

must take reasonable steps to ensure that, as appropriate, the platform service provider bases its selection of retail investment products on a comprehensive, fair and unbiased analysis of the relevant market.

A firm must disclose in writing to a retail client, in good time before the provision of its services in respect of a personal recommendation or basic advice in relation a retail investment product, whether its advice will be:

1. (1)

   independent advice; or

2. (2)

   restricted advice.

1. (1)

   A firm must include the term “independent advice” or “restricted advice” or both, as relevant, in the disclosure.

2. (2)

   If a firm provides independent advice in respect of a relevant market that does not include all retail investment products, a firm must include in the disclosure an explanation of that market, including the types of retail investment products which constitute that market.

3. (3)

   If a firm provides restricted advice, its disclosure must explain the nature of the restriction.3

4. (4)

   If a firm provides both independent advice and restricted advice, the disclosure must clearly explain the different nature of the independent advice and restricted advice services.

A firm must provide the disclosure information required by the rule on describing the breadth of a firm's advice service (COBS 6.2A.5 R) in a durable medium or through a website (if it does not constitute a durable medium) provided the website conditions are satisfied.

If a firm provides restricted advice and engages in spoken interaction with the retail client, a firm must disclose orally in good time before the provision of its services in respect of a personal recommendation that it provides restricted advice and the nature of that restriction.

1This section applies to a firm which makes a personal recommendation to, deals in investments as agent for, or arranges for, a retail client in relation to a packaged product.

4This section does not apply to a firm when it makes a personal recommendation to a retail client and that retail client is outside the United Kingdom.

This section does not apply to a firm giving basic advice where the firm follows the basic advicerules in COBS 9.6.

For the purposes of GEN 5, a firm may not use the Key facts logo in relation to any document that is designed to comply with rules in COBS 5, 6.1 or COBS 7 unless it is a services and costs disclosure document or a 3combined initial disclosure document produced in accordance with the templates and Notes in the annexes to this chapter.

A firm must take reasonable steps to ensure that its representatives,5 when making contact with an employee with a view to giving a personal recommendation on his employer's group personal pension scheme or group stakeholder pension scheme,5 inform the employee:5

1. (1)

   that the firm will be providing a personal recommendation on a group personal pension scheme5 and/or a group stakeholder pension scheme5 provided by the employer;

2. (2)

   whether the employee will be provided with a personal recommendation that is restricted to the group personal pension scheme or group stakeholder pension scheme5 provided by the employer or the recommendation will also cover other products;

3. (3)

   [deleted]4

   4
4. (4)

   4that the employee will have to pay an adviser charge (if applicable) unless the representative is making contact pursuant to an agreement made between the firm and the employer which is subject to consultancy charging (COBS 6.1C (Consultancy charging and remuneration)).5

1This section applies to a firm when it sells or arranges the sale of a packaged product to a retail client and the firm's services to sell or arrange are not in connection with the provision of a personal recommendation2.

1. (1)

   If a firm sells or arranges the sale of a packaged product to a retail client, and subsequently if the retail client requests it, the firm must disclose to the client in cash terms:

   2
   1. (a)

      any commission receivable by it or any of its associates in connection with the transaction;

   2. (b)

      if the firm is also the product provider, any commission or commission equivalent payable in connection with the transaction; and

   3. (c)

      if the firm or any of its associates is in the same immediate group as the product provider, any commission equivalent in connection with the transaction.

2. (2)

   Disclosure "in cash terms" in relation to commission does not include the value of any indirect benefits listed in the table at COBS 2.3.15 G.

3. (3)

   In determining the amount to be disclosed as commission equivalent, a firm must put a proper value on the cash payments, benefits and services provided to its representatives in connection with the transaction.

4. (4)

   This rule does not apply if:

   1. (a)

      the firm is acting as an investment manager; or

   2. (b)

      the retail client is not present in the EEA at the time of the transaction; or

   3. (c)

      the firm provides the client with a key features document, a simplified prospectus, a key investor information document or EEA key investor information document,4 in accordance with COBS 14, provided that the firm discloses to the client the actual amount or value of commission or equivalent within five business days of effecting the transaction.

      4
5. (5)

   If the terms of a packaged product are varied in a way that results in a material increase in commission or commission equivalent, a firm must disclose to a retail client in writing any consequent increase in commission or equivalent receivable by it in relation to that transaction.

3If the firm or its associate is the pure protection contractinsurer, it may comply with COBS 6.4.3R (1)(b) and (c) by disclosing to the consumer an indicative adviser charge as an alternative to a commission equivalent.

3The indicative adviser charge must be at least reasonably representative of the services associated with making the personal recommendation in relation to the pure protection contract.

1. (1)

   A firm must make the disclosure required by the rule on disclosure of commission or equivalent (COBS 6.4.3 R) as close as practicable to the time that it sells or arranges the sale of a packaged product.

   2
2. (2)

   The firm must make the disclosure:

   1. (a)

      in a durable medium; or

   2. (b)

      when a retail client does not make a written application to enter into a transaction, orally. In these circumstances, the firm must give written confirmation as soon as possible after the date of the transaction, and in any event within five business days.

A firm must not enter into an arrangement to pay commission other than to the firm responsible for a sale, unless:

1. (1)

   the firm responsible for the sale has passed on its right to receive the commission to the recipient; or

2. (2)

   [deleted]2

   2
3. (3)

   the commission is paid following the sale of a packaged product by the firm in response to a financial promotion communicated by that firm to a client of the recipient firm; or

4. (4)

   the arrangement is with a firm in the same immediate group.