Any firm (except an AIFM qualifier,25ICVC or a UCITS qualifier)

As specified in FEES 4.3.1 R in relation to FEES 4 Annex 2AR and FEES 4 Annex 11 R64

(1) Unless (2) or (3) apply7, on or before the relevant dates specified in FEES 4.3.6 R.12

(2) Unless (3) applies, if 7an event specified in column 4 occurs during the course of a fee year,63 30 days after the occurrence of that event, or if later the dates specified in FEES 4.3.6 R.7

(3) Where the permission is for operating a multilateral trading facility, the date specified in FEES 4 Annex 10 (Periodic fees for MTF operators).

Firm receives permission, or becomes authorised or registered under the Payment Services Regulations or the Electronic Money Regulations12;9 or firm9extends permission or its payment service activities916

Persons who hold a certificate issued by the FCA63 under article 54 of the Regulated Activities Order (Advice given in newspapers etc.)

£1,000

(1) Unless (2) applies, on or before 1 August or, if later, within 30 days of the date of the invoice23

(2) If an event in column 4

occurs

during the course of a fee year,63 30 days after the occurrence of that event

Certificate issued to person by FCA63 under Article 54 RAO

Any manager of an AUT23;

In relation to each unit trust the amount specified in part 1 of 25FEES 4 Annex 4

Authorisation order is made in relation to the relevant scheme24

24Any authorised fund manager of an authorised contractual scheme;

In relation to each authorised contractual scheme the amount specified in part 1 of25FEES 4 Annex 4

Any ACD of an ICVC; and

In relation to each ICVC,25 the amount specified in part 1 of25FEES 4 Annex 4

Persons who, under the constitution or founding arrangements of a recognised scheme, is responsible for the management of the property held for or within the scheme;

In relation to each recognised scheme the amount specified in part 1 of25FEES 4 Annex 4

The relevant scheme becomes a recognised scheme25

Not applicable

UK recognised body

FEES 4 Annex 6 , part 1 for a UK RIE ; and

FEES 4 Annex 6 R , part 1A for a UK RIE that is also an RAP13

(1) On or before the relevant dates specified in FEES 4.3.6 R23

(2) If the event in column 4 occurs during the course of a fee year63, 30 days after the occurrence of that event

Recognition order is made.

The modified1165 periodic fee is specified in FEES 4 Annex 6 R, Part 1and (in the case of an RAP) Part 1A.131165

ROIE 64

FEES 4 Annex 6 , part 2

(1) On or before the relevant dates specified in FEES 4.3.6 R23

(2) If the event in column 4 occurs during the course of a fee year63, 30 days after the occurrence of that event.

Recognition order is made.

The modified1165 periodic fee is specified in FEES 4 Annex 6, Part 2.1165

Listed issuers (in LR) of shares, depositary receipts and securitised derivatives (in LR), unless the conditions set out below apply.3

The first condition is that the listedissuer, or a related entity, has already paid a periodic fee in respect of the period concerned. The second condition is that the listedissuer is subject to listing rules as a result of a reverse takeover, or that the listedissuer is a newly formed entity, created as a result of a restructuring.3

FEES 4 Annex 7

Within 30 days of the date of the invoice

Listed issuer 3 (in LR) becomes subject to listing rules

Sponsors

£25,000231210 per year for the period from 1 April to 31 March the following year (see Note)2

Within 30 days of the date of the invoice

(1)14Approval of sponsor, unless (2) applies.14

(2) In the case of approval of a sponsor following a change of legal status in accordance with FEES 3 Annex 1 R Part 7, the balance of the fee otherwise due from the original sponsor.

Where a payment is made in accordance with (2) the original sponsor's obligation to pay that fee ceases.14

All non-listed issuers (in DTR) of shares, depositary receipts and securitised derivatives.6

FEES 4 Annex 8

Within 30 days of the date of the invoice

Non-listed issuer (in DTR) becomes subject to disclosure rules and transparency rules6

6All firms reporting transactions in securities derivatives10to the FCA63 in accordance with SUP 17, and market operators who provide facilities for trading in securities derivatives.10

FEES 4 Annex 9 R

Within 30 days of the date of the invoice

Not applicable

15Any issuer of a regulated covered bond.

FEES 4 Annex 11R

(1) Unless (2) applies, on or before the relevant dates specified in FEES 4.3.6 R

(2) If an event specified in column 4 occurs during the course of a fee year63, 30 days after the occurrence of that event or, if later, the dates specified in FEES 4.3.6 R

A person becomes registered as an issuer of a regulated covered bond

26(i) An AIFM (other than a UK AIFM or an EEA AIFM with a branch in the UK) which has notified the FCA of its intention to market an AIF in the UK under regulation 57 of the AIFMD UK regulation and which has not ceased to market that AIF in the UK as at 1 April of the current fee year.

(ii) An AIFM which has notified the FCA of its intention to market an AIF in the UK under regulation 58 or 59 of the AIFMD UK regulation and which has not ceased to market that AIF in the UK as at 1 April of the current fee year.

For each notification made by the AIFM of the kind specified in part 2 of FEES 4 Annex 4, the amount specified in part 2 of FEES 4 Annex 4

(1) Unless (2) applies, on or before 1 August, or, if later, within 30 days of the date of the invoice

(2) If an event in column 4 occurs during the course of a financial year, 30 days after the occurrence of that event

The FCA receives a notification to market in the UK

26A small registered UK AIFM

The basic fee contained in part 3 of FEES 4 Annex 4

The AIFM is registered by the FCA under regulation 10 of the AIFMD UK regulation.

44Part 1

This table shows how the FCA links the regulated activities for which a firm has permission to activity groups (fee-blocks). A firm can use the table to identify which fee-blocks it falls into based on its permission.

Activity group

Fee payer falls in the activity group if

A.1 Deposit acceptors

its permission includes accepting deposits or operating a dormant account fundBUT DOES NOT include either of the following:

effecting contracts of insurance;

carrying out contracts of insurance.

A.2 Home finance providers and administrators

its permission includes a regulated activity within one or more of the following:

entering into a home finance transaction; or

administering a home finance transaction; or agreeing to carry on a regulated activity which is within either of the above.

A.3 Insurers - general

its permission includes one or more of the following:

- effecting contracts of insurance;

- carrying out contracts of insurance;

in respect of specified investments that are:

- general insurance contracts; or

- long-term insurance contracts other than life policies.

A.4 Insurers - life

its permission includes one or more of the following:

- effecting contracts of insurance;

- carrying out contracts of insurance;

in respect of specified investments including life policies;

- entering as provider into a funeral plan contract.

A.5 Managing agents at Lloyd's

its permission includes managing the underwriting capacity of a Lloyd's syndicate as a managing agent at Lloyd's.

A.6 The Society of Lloyd's

it is the Society of Lloyd's

Note for authorised professional firms:

Generally, for fee-blocks A.7 to A.19 below, only those regulated activities that are not limited to non-mainstream regulated activities should be taken into account in determining which fee-block(s) fee-payers belong to for the purpose of charging periodic fees. However, in the case that all the regulated activity within a firmpermission are limited to non-mainstream regulated activities, then that firms will be allocated to fee-block A.13 alone. This does not prevent a fee being payable by an authorised professional firm under FEES 3.2.7 R and/or FEES 3.2.7A R(c) where it applies to vary its Part 4A permission such that it would normally be allocated to fee-block(s) other than A.13 if the variation was granted.

Portfolio managers

(1) its permission includes managing investments (a firm falling within this category is a class (1) firm);

OR

(2) its permission includes

ONLY either one or both of:

safeguarding and administering of investments (without arranging); and

arranging safeguarding and administration of assets (a firm falling within this category is a class (2) firm);

4 OR

(3) the firm is a venture capital firm (a firm falling within this category is a class (3) firm if it is not a class (1) or (2) firm).

OR

(4) its permission includes managing an AIF or managing a UCITS

Note:

Class (1) firms are subdivided into three classes:

- class (1)A, where the funds managed by the firm belong to one or more occupational pension schemes;

- class (1)B, where:

(a) the firm is not a class (1)A firm; and

(b) the firm permission includes NEITHER of the following:

safeguarding and administering investments (without arranging);

arranging safeguarding and administration of assets; and (c) the firmEITHER:

has a requirement that prohibits the firm from holding or controlling client money, or both; OR

if it does not have such a requirement, only holds or controls client money (or both), arising from an agreement under which commission is rebated to a client; and

- class (1)C, where the firm is not within class (1)A or class (1)B.

A.9 Managers and depositaries of investment funds, and operators of collective investment schemes or pension schemes 4

(1) its permission:

(a) includes one or more of the following:

managing an AIF;4

managing a UCITS;4

acting as trustee or depositary of an AIF;4

acting as trustee or depositary of a UCITS;4

establishing, operating or winding up a regulated collective investment scheme;

establishing, operating or winding up an unregulated collective investment scheme;

acting as trustee of an authorised unit trust scheme; acting as the depositary of an authorised contractual scheme;3acting as the depositary or sole director of an open-ended investment company;

establishing, operating or winding up a personal pension scheme or a stakeholder pension scheme (but only if the firm does not fall within activity group A1 or A4);

AND

(b) PROVIDED the firm is NOT one of the following:

OR

a corporate finance advisory firm;

a firm in which the above activities are limited to carrying out corporate finance business;

a venture capital firm;

a firm which would be a venture capital firm but for the inclusion of managing an AIF on its permission; but only where the firm is managing an AIF exclusively in respect of AIFs which only invest in venture capital investments.4

OR

(2) if the fee-payer has none of the regulated activities above within its permission, but ALL the remaining regulated activities in its permission are limited to carrying out trustee activities.

A.10 Firms dealing as principal

its permission includes:

(a) dealing in investments as principal; and/or

(b) bidding in emissions auctions;

BUT NOT if one or more of the following apply:

the firm is acting exclusively as a matched principal broker;

the above activity is limited either toacting as an operator of a collective investment scheme, establishing, operating or winding up a personal pension scheme or a stakeholder pension scheme, or to carrying out trustee activities;

the firm is a corporate finance advisory firm;

the above activity is otherwise limited to carrying out corporate finance business;

the firm is subject to a limitation to the effect that the firm, in carrying on this regulated activity, is limited to entering into transactions in a manner which, if the firm was an unauthorised person, would come within article 16 of the Regulated Activities Order (Dealing in contractually based investments);

the above activity is limited to not acting as a market maker;

the firm is an oil market participant , energy market participant or a local (except where the firm is bidding in emissions auctions);

its permission includes either:

- effecting contracts of insurance; or

- carrying out contracts of insurance.

A.12 Advisors, arrangers, dealers or brokers (holding or controlling client money or assets, or both)

its permission:

(a) includes one or more of the following, in relation to one or more designated investments:

dealing in investments as agent;

arranging (bringing about) deals in investments;

making arrangements with a view to transactions in investments;

dealing as principal in investments where the activity is carried on as a matched principal broker, oil market participant, energy market participant or local;

advising on investments (except pension transfers and pension opt-outs);

advising on pension transfers and pension opt-outs;

advising on syndicate participation at Lloyd's;

(b) BUT NONE of the following:

effecting contracts of insurance; or

carrying out contracts of insurance;

AND

(c) CAN HAVE one or more of the following:

safeguarding and administering of assets;

arranging safeguarding and administration of assets;

the ability to hold or control client money, or both:

- that is, there is no requirement which prohibits the firm from doing this; and

- provided that the client money in question does not only arise from an agreement under which commission is rebated to a client;

AND

(d) PROVIDED the fee-payer is NOT any of the following:

a corporate finance advisory firm;

a firm for whom all of the applicable activities above are otherwise limited to carrying out corporate finance business;

a firm whose activitiesare limited to carrying out venture capital business;

a firm whose activities are limited to acting as an operator of a regulated collective investment scheme;

a firm whose activities are limited to carrying out trustee activities;

a service company.

A.13 Advisors, arrangers, dealers or brokers (not holding or controlling client money or assets, or both)

(1) it is an authorised professional firm and ALL the regulated activities in its permission are limited to non-mainstream regulated activities (a firm falling within this category is a class (1) firm);

OR

(2) its permission:

(a) includes one or more of the

following, in relation to one or more designated investments:

dealing in investments as agent;

arranging (bringing about) deals in investments;

making arrangements with a view to transactions in investments;

dealing as principal in investments where the activity is carried on as a matched principal broker, oil market participant, energy market participant or local;

advising on investments

(except pension transfers and pension opt-outs);

giving basic advice on a stakeholder product;

advising on pension transfers and pension opt-outs;

advising on syndicate participation at Lloyd's;

(b) BUT NONE of the following:

effecting contracts of insurance;

carrying out contracts of insurance;

safeguarding and administration of assets;

arranging safeguarding and administration of assets;

AND

(c) MUST EITHER, in connection with its designated investment business:

have a requirement that prohibits the firm from holding or controlling client money, or both;

OR

if it does not have such a requirement, only holds or controls client money (or both), arising from an agreement under which commission is rebated to a client;(d)

AND

a corporate finance advisory firm;

a firm for whom all of the applicable activities above are otherwise limited to carrying out corporate finance business;

a firm whose activitiesare limited to carrying out venture capital business;

a firm whose activities are limited to acting as an operator of a regulated collective investment scheme;

a firm whose activities are limited to carrying out trustee activities;a service company.

A firm falling within (2) and not (1) is a class 2 firm.

A.14 Corporate finance advisers

the firm is carrying on corporate finance businessPROVIDED the fee-payer is NOT a venture capital firm.

A.18 Home finance providers, advisers and arrangers

its permission includes a regulated activity within one or more of the following:

entering into a home finance transaction; or

arranging (bringing about) a home finance transaction ; or

making arrangements with a view to a home finance transaction; or

advising on a home finance transaction; or

agreeing to carry on a regulated activity which is within any of the above.

A.19 General insurance mediation

its permission includes one or more of the following in relation to a non-investment insurance contract:

dealing in investments as agent; or

arranging (bringing about) deals in investments; or

making arrangements with a view to transactions in investments; or

assisting in the administration and performance of a contract of insurance; or

advising on investments; or

agreeing to carry on a regulated activity which is within any of the above.

B. Market operators

firms that have been prescribed as an operator of a prescribed market under the Financial Services and Markets Act 2000 (Prescribed Markets and Qualifying Investments) Order 2001 (SI 2001/996).

B. Service companies

it is a service company.

B. MTF operators

its permission includes operating a multilateral trading facility.1

1 B. Benchmark administrators

It is a benchmark administrator

Part 2

This table sets out the activity groups (fee blocks) in relation to (i) the minimum feepayable to the FCA and (ii) the prudential fee payable to the FCA.

Activity group

Fee payer falls into the fee-block if

A.0 FCA minimum fee

(1) it is in at least one of the fee blocks under Part 1; and

(2) it is not:

(a) a UK ISPV; or

(b) a firm whose only permission is

operating a dormant fund account.

AP.0 FCA prudential fee

(1) it is an FCA authorised person2 ;and

(2) the periodic fee it pays to the FCA is not limited to the A.0 FCA minimum fee.2

Part 3

This table indicates the tariff base for each fee-block set out in Part 1.

The tariff base in this Part is the means by which the FCA measures the amount of business conducted by a firm for the purposes of calculating the annual periodic fees payable to the FCA by that firm.2

Activity group

Tariff base

A.1

MODIFIED ELIGIBLE LIABILITIES

For banks and building societies:

Item B of Form ELS (Note (1)):

(1 + 2 + 3 + 4 + 0.6*5 + 6 - 8 - 9A - 9B - 10A - 10B - 10C - 11A - 11B - 0.6*12) + (1/3)*(F1 + F2 + F3 + F4 + 0.6*F5 + F6 - F8 - F9A - F9B - F10A - F10B - F10C - F11A - F11B - 0.6*F12)

- 13M

Notes:

(1) All references in the above formula are to entries on Form ELS (that is, the Eligible Liabilities Return completed to provide information by banks and building societies to the Bank of England as required by the Bank of England Act 1998).

(2) The figures reported on the Form ELS relate to business conducted out of offices in the United Kingdom.

For credit unions:

Deposits with the credit union (share capital)

LESS

the credit union's bank deposits (investments + cash at bank)

Note:

Only United Kingdom business is relevant for calculating credit unions' MELs.

Note:

For a dormant account fund operator the tariff base is not relevant and the flat fee in FEES 4 Annex 2A R is payable.

A.2

NUMBER OF MORTGAGES OR OTHER HOME FINANCE TRANSACTIONS ENTERED INTO AND ADMINISTERED

The number of newmortgage contracts, home purchase plans, home reversion plans and regulated sale and rent back agreements entered into;

AND

The number of mortgage contracts, home purchase plans, home reversion plans and regulated sale and rent back agreements being administered, multiplied by 0.05 for mortgage outsourcing firms or other home finance outsourcing firms and by 0.5 for all other firms.

Notes:

(1) Mortgage outsourcing firms are firms with permission for administering regulated mortgage contracts, but not to enter the contract as lender.

Home finance outsourcing firms are firms with permission for administering a home finance transaction, but not entering into a home finance transaction.

(2) In this context a 'mortgage' means a loan secured by a first charge over residential property in the United Kingdom. For the measure of the number of contracts being administered, each firstcharge counts as one contract, irrespective of the number of loans involved.

(3) Mortgages, home purchase plans, home reversion plans and regulated sale and rent back agreements administered include those that the firm administers on behalf of other firms.

A.3

GROSS PREMIUM INCOME AND GROSS TECHNICAL LIABILITIES

For insurers:

The amount of premium receivable which must be included in the documents required to be deposited under

IPRU(INS) 9.6 in relation to the financial year to which the documents relate but disregarding for this purpose such amounts as are not included in the document by reason of a waiver or an order under section 68 of the Insurance Companies Act 1982 carried forward as an amendment to

IPRU(INS) under transitional provisions relating to written concessions in SUP;

AND the amount of gross technical liabilities (IPRU(INS) Appendix 9.1 - Form 15, line 19) which must be included in the documents required to be deposited under IPRU(INS) 9.6R in relation to the financial year to which the documents relate but disregarding for this purpose such amounts as are not included in the document by reason of a waiver or an order under section 68 of the Insurance Companies Act 1982 carried forward as an amendment to IPRU(INS) under transitional provisions relating to written concessions in SUP.

Notes:

(1) in the case of either:

(a) a pure reinsurer carrying on general insurance business through a branch in the United Kingdom; or

(b) an insurer whose head office is not in an EEA State carrying on general insurance business through a branch in the United Kingdom; or

(c) an EEA-deposit insurer;

the amount only includes premiums received and gross technical liabilities held in respect of its United Kingdom business;

(2) for a Swiss general insurance company, premiums and gross technical liabilities include those relevant to the operations of the company's United Kingdombranch; and

(3) a firm need not include premiums and gross technical liabilities relating to pure protection contracts which it reports, and pays a fee on, in the A.4 activity group.

For friendly societies:

Either:

(a) the value of contributions as income under Schedule 7: Part I item 1(a) to the Friendly Societies (Accounts and Related Provisions) Regulations 1994 (SI 1994/1983) (the regulations) for a non-directive friendly society, included within the income and expenditure account; or

(b) the value of gross premiums written under Schedule 1: Part I items I.1(a) and II.1.(a) of the regulations for a directive friendly society included within the income and expenditure account.

Notes:

(1) In both (a) and (b) above only premium receivable in respect of United Kingdom business are relevant.

(2) For UK ISPVs the tariff base is not relevant and a flat fee set out in FEES 4 Annex 2AR is payable.

A.4

ADJUSTED GROSS PREMIUM INCOME AND MATHEMATICAL RESERVES (seeFEES 4 Annex 12 G)

Amount of new regular premium business (yearly premiums including reassurances ceded but excluding cancellations and reassurances accepted), times ten;

Plus:

amounts of new single premium business (total including reassurances ceded but excluding cancellations and reassurances accepted). Group protection business (life and private health insurance) must be included;

Less:

premiums relating to pension fund management;

Less:

premiums relating to Trustee Investment Plans.

For each of the above, business transacted through independent practitioners or tied agents (either single or multi-tie) will be divided by two in calculating the adjusted gross premium income;

AND

the amount of mathematical reserves

(IPRU(INS) Appendix 9.1R - Form 14 , Line 11 ) which must be included in the documents required to be deposited under

IPRU(INS) 9.6R in relation to the financial year to which the documents relate but disregarding for this purpose such amounts as are not included in the document by reason of a waiver or an order under section 68 of the Insurance Companies Act 1982 carried forward as an amendment to IPRU(INS) under transitional provisions relating to written concessions inSUP;

Less

mathematical reserves relating to pension fund management.

Less

mathematical reserves relating to Trustee Investment Plans.

Notes:

(1) Only premiums receivable and mathematical reserves held in respect of United Kingdom business are relevant.

(2) An insurer must include in its calculation of adjusted gross premium income (AGPI) and mathematical reserves (MR) the value of MR and AGPI relating to all risks ceded to ISPVs.

(3) Trustee Investment Plans are the class of contract of insurance specified in Class III of Part II of Schedule 1 to the Regulated Activities Order (Contracts of long-term insurance) and which are invested in pooled funds beneficially owned by the insurer and not earmarked to individual beneficiaries by that insurer.

A.5

ACTIVE CAPACITY

The capacity of the syndicate(s) under management in the year in question. This includes the capacity for syndicate(s) that are not writing new business, but have not been closed off in the year in question.

A.6

Not applicable.

A.7

FUNDS UNDER MANAGEMENT (FuM)

The total value, in pounds sterling, of all assets (see note (a) below) in portfolios which the firm manages, on a discretionary basis (see note (b) below), in accordance with its terms of business, less:

a) funds covered by the exclusion contained in article 38 (Attorneys) of the Regulated Activities Order;

(b) funds covered by the exclusion contained in article 66(3) (Trustees, nominees and personal representatives) of the Regulated Activities Order;

(c) funds covered by the exclusion contained in article 68(6) (Sale of goods or supply of services) of the Regulated Activities Order;

(d) funds covered by the exclusion contained in article 69(5) (Groups and joint enterprises) of the Regulated Activities Order; and

(e) the value of those parts of the managed portfolios in respect of which the responsibility for the discretionary management has been formally delegated to another firm (and which firm will include the value of the assets in question in its own FuM total); any such deduction should identify the firm to which management responsibility has been delegated.

Notes on FuM

(a) Except for funds under management where the fund is an AIF, for4 the purposes of calculating the value of funds under management, assets means all assets that consist of or include any investment which is a designated investment or those assets in respect of which the arrangements for their management are such that the assets may consist of or include such investments, and either the assets have at any time since 29 April 1988 done so or the arrangements have at any time (whether before or after that date) been held out as arrangements under which the assets would do so.

(aa) for funds under management, where the fund is an AIF, assets means all assets or property of any description of the fund.4

(b) Assets managed by the firm on a discretionary basis exclude the firm's own assets. Assets managed on a non-discretionary basis, being assets that the firm has a contractual duty to keep under continuous review but in respect of which prior specific consent of the client must be obtained for proposed transactions, are also excluded as this activity is covered in those charged to fees in activity groups A.12 andA.13.

(c) In respect of collective investment schemes, assets means the total value of the assets of the scheme.

(d) For an OPS firm, the FuM should also be reduced by the value of the assets held as a result of a decision taken in accordance with article 4(6) of The Financial Services and Markets Act 2000 (Carrying on Regulated Activities by Way of Business) Order 2001 (investments in collective investment scheme or bodies corporate which have as their primary purpose the acquisition, directly, or indirectly, of relevant investments, as defined in that article).

(e) Only assets that are managed from an establishment maintained by the firm in the United Kingdom are relevant.

(f) If the firm is managing an overlay portfolio of derivative instruments and the underlying assets are managed by itself or a firm within the same group that has not reported them separately to the FCA, or by a firm outside its group, then it should calculate the value of the derivatives and other assets as prescribed in the guidance in FSA038 in SUP 16 Annex 25.

If the underlying assets are managed by another firm within the same group who has reported their value separately to the FCA, then to avoid double-counting within the group, the calculation must be restricted to the exposure of the overlay.

A.9

GROSS INCOME(1) For AIFMs (excluding internally managed AIFs), management companies,4 operators (including ACDs and authorised fund managers3 of unit trusts or authorised contractual schemes3 but excluding operators of a personal pension scheme or a stakeholder pension scheme) and residual CIS operators4 gross income from the activity relating to fee-block A.9 is defined as:

the amount of the annual charge on investments in the fund4 received or receivable in the latest accounting period (this is calculated as a % of funds invested, typically 1% p.a.);

PLUS

the front-end or exit charge levied on sales or redemptions of collective investment schemes (typically 4-5% of sales/redemptions) in that same accounting period;

PLUS

any additional initial or management charges levied through a product wrapper such as an ISA;

BUT EXCLUDING box management profits.

(2)4Fordepositaries (includingtrusteesofcollective investment schemesandICVC or ACS3depositaries):

The amount of the annual charge levied on investments in funds4 for which they act as depositary (typically a % of the total funds for which they act as depositary).(3)4

For operators of a personal pension scheme or a stakeholder pension schemegross income from the activity relating to fee block A.9 is defined as:4

The amount of the charges levied on the personal pension scheme or stakeholder pension scheme for which they act as operator:

including up-front charges, fund related charges, transaction related charges and periodic charges; but

excluding charges made to an investor in respect of third party suppliers; for example, charges for stock broking, borrowing, banking services and charges for arranging third party legal services, surveys or environmental screening in connection with property.

Note:

Only the gross income corresponding to United Kingdom business is relevant.

(4) Internally managed AIFs must use a proxy for gross income for the activities relating to fee block A.9. This is the total value of funds under management (as defined in fee block A.7) multiplied by 0.01.4

A.10

NUMBER OF TRADERS

Any employee or agent, who:

ordinarily acts within the United Kingdom on behalf of an authorised person liable to pay fees to the FCA in its fee-block A.10 (firms dealing as principal); and who,

as part of their duties in relation to those activities of the authorised person, commits the firm in market dealings or in transactions in securities or in other specified investments in the course of regulated activities.

But not any employees or agents who work solely in the firm'sMTF operation.

A firm may, as an option, report employees or agents as full-time equivalents (FTE), taking account of any part-time staff. In calculating the FTE, firms must take into account the total hours employees or agents have contracted to work for the firm and not the time employees or agents devote to the dealing in investments as principal and bidding in emissions auctions functions set out in fee-block A.10. Any figures using the FTE calculation to be recorded to one decimal place, rounded down to the nearest decimal place.

A.12

ANNUAL INCOME

Annual income as defined in FEES 4 Annex 11A R

A.13

ANNUAL INCOME

Annual income as defined in FEES 4 Annex 11A R

A.14

ANNUAL INCOME

Annual income as defined in FEES 4 Annex 11A R.

A.18

ANNUAL INCOME

(a) the net amount retained by the firm of all brokerages, fees, commissions and other related income (e.g. administration charges, overriders, profit shares) due to the firm in respect of or in relation to home finance mediation activity (or activities which would have been mortgage mediation activity if they had been carried out after 30 October 2004 or home purchase mediation activity or home reversion mediation activity if they had been carried out on or after 6 April 2007 or regulated sale and rent back mediation activity if they had been carried out on or after 1 July 2009);

PLUS

(b) for any home finance mediation activity carried out by the firm for which it receives payment from the lender or provider on a basis other than that in (a), the value of all new mortgage advances and amounts provided under other home finance transactions resulting from that activity multiplied by 0.004;

PLUS

(c) if the firm is a home finance provider, the value of all new mortgage advances and amounts provided under other home finance transactions which are or would be regulated mortgage contracts if they had been made after 30 October 2004 or home purchase plans or home reversion plans if they had been made on or after 6 April 2007 or regulated sale and rent back mediation activity if they had been carried out on or after 1 July 2009 (other than those made as a result of home finance mediation activity by another firm), multiplied by 0.004.

For mortgage outsourcing firms or home finance outsourcing firms whose permission does not include advising on a home finance transaction the relevant amounts are multiplied by 0.15.

Notes on annual income:

(1) For the purposes of calculating annual income, "net amount retained" means all the commission, fees, etc. in respect of home finance mediation activity that the firm has not rebated to customers or passed on to other firms (for example, where there is a commission chain). Items such as general business expenses (e.g. employees' salaries, overheads) should not be deducted.

(2) The firm must include in its income calculation, on the same basis as above, earnings from those who will become its appointed representatives immediately after authorisation.

(3) Reference to a "firm" above also includes reference to any person who carried out activities which would be mortgage mediation activity if they had been carried out after 30 October 2004 or home purchase mediation activity or reversion mediation activity if they had been carried out on or after 6 April 2007 or regulated sale and rent back mediation activity if they had been carried out on or after 1 July 2009.

(4) Mortgage outsourcing firms are firms whose permission includes administering regulated mortgage contracts, but not entering into a regulated mortgage contract. Home finance outsourcing firms are firms whose permission includes administering a home finance transaction, but not entering into a home finance transaction.

(5) The same firm may receive income under paragraph (a) and (c).

(6) A firm must include in paragraph (a) any income it receives from home finance mediation activity carried on by another person with respect to any home finance transaction into which the firm has entered as lender, plan provider or home purchase provider.

(7) In calculating the net amount retained, a firm may not deduct amounts that it rebates to a person other than another firm, a person falling within the extended definition of firm in Note (4) or the firm's customer.

(8) A firm may only deduct amounts under paragraph (a) in calculating its net amount retained if the amount is to be deducted from income that the firm must include under paragraph (a). Therefore for example:

(a) if a mortgage lender (Firm A) pays a firm commission for arranging a regulated mortgage under which Firm A is a lender, Firm A may not take that expense into account in calculating its annual income if Firm A does not receive a fee from the borrower or another person in respect of that regulated mortgage; and

(b) if a mortgage lender (Firm A) pays a firm (Firm B) commission for arranging a regulated mortgage under which Firm A is a lender, Firm A receives a payment from the borrower under that transaction and the amount payable to Firm B exceeds the amount payable by the borrower, Firm A may not take that excess into account in calculating its annual income and must instead net the sum payable by the borrower to zero.

(9) A firm must include in paragraph (a) any survey and booking fees due to it in respect of or in relation to home finance mediation activity or which would been home finance mediation activity if they had been carried on or after the dates in paragraph (a).

A.19

ANNUAL INCOME (A) the net amount retained by the firm of all brokerages, fees, commissions and other related income (e.g. administration charges, overriders, profit shares) due to the firm in respect of or in relation to insurance mediation activity (or activities which would have been insurance mediation activity if they had been carried out after 13 January 2005 or, in relation to connected travel insurance contracts, from 1 January 2009) in relation to general insurance contracts or pure protection contracts;

Plus (B) in relation to the activities set out in (A), for any insurance mediation activity carried out by the firm for which it receives payment from the insurer on a basis other than that in (A), the amount of premiums receivable on the contracts of insurance resulting from that activity multiplied by 0.07;

Plus (C) if the firm is an insurer, in relation to the activities set out in (A), the amount of premiums receivable on its contracts of insurance multiplied by 0.07, excluding those contracts of insurance which:

(i) result from insurance mediation activity by another firm, where a payment has been made by the insurer to the firm under (A); or

(ii) the insurer reports in, and pays a fee under, the A.4 activity group; or

(iii) are not general insurance contracts or pure protection contracts.

Notes on annual income:

(1) For the purposes of calculating annual income, "net amount retained" means all the commission, fees, etc. in respect of insurance mediation activity that the firm has not rebated to customers or passed on to other firms (for example, where there is a commission chain). Items such as general business expenses (e.g. employees' salaries, overheads) should not be deducted.

(2) The firm must include in its income calculation, on the same basis as above, earnings from those who will become its appointed representatives immediately after authorisation.

(3) Reference to a "firm " above also includes reference to any person, including a connected travel insurance intermediary, who carried out activities which would be insurance mediation activity (in respect of general insurance contracts or pure protection contracts) if they had been carried out after 13 January 2005 or, in relation to connected travel insurance contracts, from 1 January 2009.

(4) The same firm may receive income under (A) and (C).

(5) A firm must include in (A) any income it receives from insurance mediation activity carried on by another person with respect to any general insurance contracts or pure protection contracts into which the firm has entered as insurer.

(6) In calculating the net amount retained, a firm may not deduct amounts that it rebates to a person other than another firm, a person falling within the extended definition of firm in Note (4) or the firm's customer.

(7) A firm may only deduct amounts under (A) in calculating its net amount retained if the amount is to be deducted from income that the firm must include under (A). Therefore for example:

(a) if an insurer (Firm A) pays a firm commission for arranging a general insurance contract or pure protection contract under which Firm A is the insurer, Firm A may not take that expense into account in calculating its annual income if Firm A does not receive a fee from the insured or another person in respect of that contract; and

(b) if an insurer (Firm A) pays a firm (Firm B) commission for arranging a general insurance contract or pure protection contract under which Firm A is the insurer, Firm A receives a payment from the insured under that transaction and the amount payable to Firm B exceeds the amount payable by the insured, Firm A may not take that excess into account in calculating its annual income and must instead net the sum payable by the insured to zero.

B. Market operators

Not applicable.

B. Service companies

Not applicable.

B. MTF operators

Not applicable.1

1 B. Benchmark administrators

Not applicable.

Part 4

This table indicates the tariff base for each fee block set out in Part 2.

The tariff base in this Part is the means by which the FCA measures the amount of business conducted by a firm for the purposes of calculating the annual periodic fees payable to the FCA by that firm.2

Activity Group

Tariff base

A.0

Not applicable because the minimum fee is a specified amount.

AP.0

The total periodic fees payable as a result of fee blocks A.2 and A.7 to A.19 in 2 Part 1 of FEES 4 Annex 2A R excluding any periodic fee for operating a dormant fund account.

Activity group

Valuation date

IN THIS TABLE, REFERENCES TO SPECIFIC DATES OR MONTHS ARE REFERENCES TO THE LATEST ONE OCCURRING BEFORE THE START OF THE PERIOD TO WHICH THE FEE APPLIES, UNLESS OTHERWISE SPECIFIED - E.G. FOR 2013/14 FEES (1 APRIL 2013 TO 31 MARCH 2014), A REFERENCE TO DECEMBER MEANS DECEMBER 2012.

Where a firm's tariff data is in a currency other than sterling, it should be converted into sterling at the exchange rate prevailing on the relevant valuation date.

A.1

For banks:

Modified eligible liabilities (MELs), valued at:

for a firm which reports monthly, the average of the MELs for October, November and December;

for a firm which reports quarterly, the MELs for December. For credit unions:

For credit unions:

MELs, valued at December or as disclosed by the most recent annual return made prior to that date.

For building societies:

MELs, valued at the average of the MELs for October, November and December.

A.2

Number of mortgages, home purchase plans, home reversion plans and regulated sale and rent back agreements entered into in the twelve months ending 31 December.

AND

Number of mortgages, home purchase plans, home reversion plans and regulated sale and rent back agreements being administered on 31 December.

A.3

Annual gross premium income (GPI), for the financial year ended in the calendar year ending 31 December.

AND

Gross technical liabilities (GTL) valued at the end of the financial year ended in the calendar year ending 31 December.

A.4

Adjusted annual gross premium income (AGPI) for the financial year ended in the calendar year ending 31 December.

AND

Mathematical reserves (MR) valued at the end of the financial year ended in the calendar year ending 31 December.

A.5

Active capacity (AC), in respect of the Underwriting Year (as reported to the Society of Lloyd's) which is current at the beginning of the period to which the fee relates.

[Note: this is the Underwriting Year which is already in progress at the start of the fee period - e.g. for 2013/14 fees, the fee period will begin on 1 April 2013, which is in the 2013 Underwriting Year, so the AC for that Underwriting Year is the relevant measure.]

A.6

Not applicable.

A,7

Funds under management (FuM), valued at 31 December.

A.9

Annual gross income (GI), valued at the most recent financial year ended before 31 December.

A.10

Number of traders as at 31 December.

A.12

Annual income for the financial year ended in the calendar year ending 31 December.

A.13

Annual income for the financial year ended in the calendar year ending 31 December.

A.14

Annual income for the financial year ended in the calendar year ending 31 December.

A.18

Annual income (AI) for the financial year ended in the calendar year ending 31 December.

A.19

Annual income (AI) for the financial year ended in the calendar year ending 31 December.

B. Market operators

Not applicable.

B. Service companies

Not applicable.

B. MTF operators

Not applicable.1

1 B. Benchmark administrators

Not applicable

40Part 1

This table shows the tariff rates applicable to each of the fee blocks set out in Part 1 of FEES 4 Annex 1AR.

(1)

For each activity group specified in the table below, the fee is the total of the sums payable for each of the tariff bands applicable to the firm's business, calculated by multiplying the value of the firm's tariff base by the rate applicable to each tranche of the tariff base, as indicated.

(2)

A firm may apply the relevant tariff bases and rates to non-UK business, as well as to its UK business, if:

(a)

it has reasonable grounds for believing that the costs of identifying the firm'sUK business separately from its non-UK business in the way described in Part 3 of FEES 4 Annex 1A R are disproportionate to the difference in fees payable; and

(b)

it notifies the FCA in writing at the same time as it provides the information concerned under FEES 4.4 (Information on which fees are calculated), or, if earlier, at the time it pays the fees concerned.

(3)

For a firm which has not complied with FEES 4.2.2 G (Information on which fees are calculated) for this period:

(a)

the fee is calculated using (where relevant) the valuation or valuations of business applicable to the previous period, multiplied by the factor of 1.10;

(b)

an additional fee of £250 is payable, unless the firm is a PRA-authorised person in which case an additional fee of £125 is payable instead; and

(c)

The minimum total fee (including the administrative fee in (b)) is £430, unless the firm is a PRA-authorised person in which case the total minimum total fee (including the administrative fee in (b)) is £215.

Activity group

Fee payable

A.1

Band width (£2million of Modified Eligible Liabilities (MELs))

Fee (£/£m or part £m2 of MELs)

General Periodic fee

>10 - 140

14.132

>140 - 630

14.132

>630 - 1,580

14.132

>1,580 - 13,400

17.662

>13,400

23.312

The tariff rates in A.1 are not relevant for the permissions relating to operating a dormant account fund. Instead a flat fee of 6,000 is payable in respect of these permissions

A.2

Band width (No. of mortgages and/or home finance transactions)

Fee (£2/mortgage)

>50

2.072

A.3

Gross premium income (GPI)

Periodic fee

Band Width (£2million of GPI)

Fee (£2/m or part m of GPI)

>0.5

322.002

PLUS

Gross technical liabilities (GTL)

General Periodic fee

Band Width (£2million of GTL)

Fee (£2/£2m or part £2m of GTL)

>1

16.972

For UKISPV'sUKISPVs the tariff rates are not relevant and a flat fee of 430 is payable in respect of each FCA financial year (the 12 months ending 31 March).

A.4

Adjusted annual gross premium income (AGPI)

General Periodic fee

Band Width (£2million of AGPI)

Fee (£2/£2m or part £2m of AGPI)

>1

473.002

PLUS

Mathematical reserves (MR)

General Periodic fee

Band Width (£2million of MR)

Fee (£2/£2m or part £2m of MR)

>1

10.642

A.5

Band Width (£2million of Active Capacity (AC))

Fee (£2/£2m or part £2m of AC)

>50

8.312

A.6

Flat fee (£)2

297,6422

A.7

For class 1(C), (2) and (3)firms:

Band Width (£2million of Funds under Management (FuM))

Fee (£2/£2m or part £2m of FuM)

>10

8.542

For class 1(B) firms: the fee calculated as for class 1(C) firms above, less 15%. For class 1(A) firms: the fee calculated as for class 1(C) firms above, less 50%.2

A.9

Band Width (£2million of Gross Income (GI))

Fee (£2/£2m or part £2m of GI)

>1

1,309.002

A.10

Band Width (No. of traders)

Fee (£2/person)

>12

5,018.002

For firms carrying on auction regulation bidding, the fee in A.10 is calculated as above less 20% for each trader that carries on auction regulation bidding but not MiFID business bidding or dealing in investments as principal.

A.12

Band Width (£ thousands of annual income (AI))

Fee (£/£ thousand or part £ thousand of AI)

>1002

2.392

A.13

Band Width (£ thousands of annual income (AI))

Fee (£/£ thousand or part £ thousand of AI)

>1002

6.892

A.14

Band Width (£ thousands of annual income (AI))

Fee (£/£ thousand or part £ thousand of AI)

>1002

2.852

A.18

Band Width (£2 thousands of Annual Income (AI))

Fee (£2/£2 thousand or part £2 thousand of AI)

>100

17.402

A.19

Band Width (£2 thousands of Annual Income (AI))

Fee (£2/£2 thousand or part £2 thousand of AI)

>100

1.762

B. Market operators

£45,0002

B. Service companies

Bloomberg LP

£58,0002

LIFFE Services Ltd

£45,0002

OMGEO Ltd

£45,0002

Reuters Ltd

£45,0002

Swapswire Ltd

£45,0002

Plus Derivative Exchange Ltd

£45,0002

DTCC Derivatives Repository

£45,0002

Avelo Portal Limited

£45,0002

Calestone Ltd

£45,0002

Xtracter Ltd

£45,0002

Pirum Systems Limited

£45,0002

Fidessa

£45,0002

1 B. Benchmark administrators

£175,000

B. MTF operators

As set out in FEES 4 Annex 10 (Periodic fees for MTF operators).

Part 2

This table shows the tariff rates applicable to each of the fee blocks set out in Part 2 of FEES 4 Annex 1AR.

(a)

It is a credit union that meets the conditions in (2), in which case the minimum fee payable is as set out in (2);

(b)

it is a non-directive friendly society that falls into the A.3 activity group but not the A.4 activity group and meets the conditions set out in (3)(a), in which case the minimum fee payable is £4302; or

(c)

it is a non-directive friendly society that falls into the A.4 activity group but not the A.3 activity group and meets the conditions in (3)(b), in which case the minimum fee payable is £4302; or

(d)

it is a non-directive friendly society that falls into the A.3 and A.4 activity groups and meets the conditions in (3)(a) and (3)(b), in which case the minimum fee payable is £4302.

(2)

The conditions referred to in (1)(a) are that the credit union has a tariff base (Modified Eligible Liabilities) of:

(a)

0 to 0.5million, in which case a minimum fee of £1602is payable; or

(b)

greater than 0.5millon but less than 20million, in which case a minimum fee of £5402is payable.

(3)

The conditions referred to in (1) are that:

(a)

the non-directive friendly society falls into the A.3 activity group and has, for that activity, 0.5 million or less in gross premium income and holds gross technical liabilities of 1.0 million or less;

(b)

the non-directive friendly society falls into the A.4 activity group and has, for that activity, written 1.0 million or less in adjusted gross premium income and holds mathematical reserves of 1.0 million or less.

The figures for gross premium income, gross technical liabilities, adjusted gross premium income and mathematical reserves are the same as used for Part 1 of this Annex.2

(4)

For PRA-authorised persons, the minimum fee is 50% of any fee stated in (1) or (2) above.2

AP.0

Periodic fees payable under fee blocks A.2 and A.7 to A.19in 2 Part 1 multiplied by rate £0.0782

Part 3

This table shows the modifications to fee tariffs that apply in respect of the FCA to incoming EEA firms and incoming Treaty firms which have established branches in the UK.

Activity Group

Percentage deducted from the tariff payable under Part 1 applicable to the firm

A.1

10%2

A.3

10%2

A.4

10%2

A.7

10%2

A.9

10%2

A.10

In relation to each trader that carries on auction regulation bidding but not MiFID business bidding or dealing in investments as principal, 100%.

In relation to all other traders, 10%2.

A.12

10%2

A.13

10%2

A.19

50%2

B. MTF operators

Not applicable

AP.0

100%

Note 1

The modifications to fee tariffs payable by an incoming EEA firm or an incoming Treaty firm which has established a branch in the UK apply only in relation to the relevant regulated activities of the firm which are passported activities or Treaty activities and which are carried on in the UK.

Note 2

The FCA minimum fee described in Part 2 of FEES 4 Annex 2A R applies in full and the modifications in this Part do not apply to it.

ICVC,

AUT,

ACS,11Section 264 of the Act,

(for fee year 2013/2014 only), schemes formerly recognised under section 270 of the Act, as in force immediately before 22 July 2013,12schemes other than non-EEA AIFs recognised under section 272 of the Act,12

680109

1-2

3-6

7-15

16-50

>50

1

2.5

5

11

22

680109

1,700109

3,400109

7,480109

14,960109

Non-EEA AIFs recognised under section 272 of the Act

,12

(from fee year 2014/2015), schemes formerly recognised under section 270 of the Act, as in force immediately before 22 July 2013 12

2,77010

1-2

3-6

7-15

16-50

>50

1

2.5

5

11

22

2,77010

6,92510

13,85010

30,47010

60,94010

Notification under regulation 57 of the AIFMD UK regulation

500

Notification under regulation 58 of the AIFMD UK regulation

350

Notification under regulation 59 of the AIFMD UK regulation

500

13The annual fee for small registered UK AIFMs is £750

15Name of Designated Professional Body

Amount payable

The Law Society of England & Wales

£81,930

The Law Society of Scotland

£14,450

The Law Society of Northern Ireland

£13,510

The Institute of Actuaries

£10,130

The Institute of Chartered Accountants in England and Wales

£26,180

The Institute of Chartered Accountants of Scotland

£11,380

The Institute of Chartered Accountants in Ireland

£10,730

The Association of Chartered Certified Accountants

£18,030

The Council for Licensed Conveyancers

£11,470

Royal Institution of Chartered Surveyors

£14,410

1In this Annex:

- the term recognised body includes a body which was a recognised investment exchange recognised under the Financial Services Act 1986 and which is a recognised body as a result of Regulation 9 of the Recognition Requirements Regulations;

- the term recognition order includes a recognition order made by the FCA under section 37 of the Financial Services Act 1986 or a recognition order made by the Treasury under section 40 of the Financial Services Act 1986 in relation to overseas investment exchanges22.

15Name of UK recognised body

Amount payable

ICE Futures Europe Ltd

£690,000

LIFFE Administration and Management

£995,000

London Metal Exchange

£610,000

London Stock Exchange plc

£825,000

ICAP Securities & Exchange Limited (RIE)

£300,000

BATS Trading Limited

£300,000

Any other UKrecognised clearing house recognised as such by a recognition order made in the fee year

£300,000

15Name of recognised auction platform

Amount payable

An RAP recognised as such by a recognition order made in the fee year

£50,000

15The Chicago Mercantile Exchange (CME) (ROIE)

£56,000

Chicago Board of Trade

£56,000

EUREX (Zurich)

£56,000

National Association of Securities and Deals Automated Quotations (NASDAQ)

£56,000

New York Mercantile Exchange Inc.

£56,000

The Swiss Stock Exchange

£56,000

Sydney Futures Exchange Limited

£56,000

ICE Futures US Inc

£56,000

NYSE Liffe US

£56,000

Any other overseas investment exchange recognised as such by a recognition order made in the fee year

£56,000

Annual fees for the period 1 April 2013 to March 2014987613

Annual Issuer Fees - all listedissuers of shares, depositary receipts and securitised derivatives. This fee represents the total annual fee for a listedissuer - no additional annual fee is due under the disclosure rules and transparency rules.

(1) For all issuers of securitised derivatives, the fees payable are set out in Table 1.

(2) For all other issuers, fees to be determined according to market capitalisation, as at the last business day of the November prior to the fee year9in which the fee is payable,5 are 3as set out in Table 1A for issuers of global depositary receipts and Table 2 for other issuers.9 The fee is calculated as follows:

(a) the relevant minimum fee; plus

(b) the cumulative total of the sums payable for each of the bands calculated by multiplying each tranche of the firm's market capitalisation by the rate indicated for that tranche.

(3) Notwithstanding (2), overseasissuers with a listing of equity securities which is not a primary listingpremium listing6will only pay 80% of the fee otherwise payable under (2).

No fee is due under this annex in relation to regulated covered bonds. 1 R sets out the fees due in relation to regulated covered bonds.

Annual fees are charged in annual cycles beginning on 1 April of a year and ending on 31 March of the following year. For fees purposes issuers should take into account only equity ordinary shares, including those issued by suspended issuers.

9Fee payable

Minimum fee (£)

3,800

£ million of Market Capitalisation as at the last business day of the November prior to the fee year in which the fee is payable

Fee (£/£m of part £m of Market Capitalisation as at the last business day of the November prior to the fee year in which the fee is payable)

0 - 100

0

> 100 - 250

22.879515

> 250 - 1,000

9.15119

> 1,000 - 5,000

5.632939

> 5,000 - 25,000

0.137405

> 25,000

0.044392

Minimum fee (£)

£4,7509863

£ million of Market Capitalisation as at the last business day of the November prior to thefee year9 in which the fee is payable5

Fee (£/£m or part £m of Market Capitalisation as at the last business day of the November prior to thefee year9 in which the fee is payable)5

0 - 100

0

>100 - 250

28.5993949864

>250 - 1,000

11.4389999864

>1,000 - 5,000

7.0411739864

>5,000 - 25,000

0.1717569864

>25,000

0.0554909864

All non-listed issuers of shares, depositary receipts and securitised derivatives. Annual fees for listed issuers in respect of Disclosure Rules and Transparency Rules obligations are incorporated in the annual fee for listed issuers under the Listing Rules.

(1) For all non-listed issuers of securitised derivatives, depositary receipts and global depositary receipts the fees payable are set out in Table 1.

(2) For all other non-listed issuers, fees to be determined according to market capitalisation as set out in Table 2. The fee is calculated as follows:

(a)

the relevant minimum fee; plus

(b)

the cumulative total of the sums payable for each of the bands calculated by multiplying each relevant tranche of the firm's market capitalisation by the rate indicated for that tranche.

Fees from other fee schedules contained in other sections of the sourcebook may be applicable to a single submission.

Issuers of securitised derivatives

£3,8008753

Issuers of depositary receipts and global depositary receipts

£3,0408753

Minimum fee (£)

3,8008753

£ million of Market Capitalisation as at the last business day of the November prior to the FCA financial year in which the fee is payable7

Fee (£/£m or part £m of Market Capitalisation) as at the last business day of the November prior to the FCA financial year in which the fee is payable)7

0 - 100

0

>100 - 250

22.8795158754

>250 - 1,000

9.1511998754

>1,000 - 5,000

5.6329398754

>5,000 - 25,000

0.1374058754

>25,000

0.0443928754

Barclays Bank Plc

15,0005432

3Baltic Exchange Derivatives Trading Ltd4

20,00054

BATS Trading Ltd

150,000542

BGC Brokers L.P

50,0005432

EuroMTS Limited

50,000542

GFI Brokers Limited

15,0005432

GFI Securities Limited

50,0005432

ICAP Electronic Broking Limited

50,0005432

ICAP Energy Limited

15,0005432

ICAP Europe Limited

15,0005432

ICAP Shipping 2Tanker Derivatives Limited

15,0005432

ICAP Securities Limited

50,0005432

ICAP WCLK Limited

15,0005432

3J.P.Morgan Cazenove Limited

15,00054

Liquidnet Europe Limited

35,000542

My Treasury Limited

15,0005432

4iSWAP Euro Ltd

15,0005

3Nomura International Plc4

15,00054

4Credit Agricole Cherveux International

15,0005

3

2SmartPool Trading Limited

20,000543

TFS-ICAP Limited

15,0005432

Tradeweb Europe Limited

50,0005432

Tradition (UK) Limited

15,0005432

Tradition Financial Services Limited

15,0005432

Tullett Prebon (Europe) Limited

15,0005432

Tullett Prebon (Securities) Limited

50,0005432

3Turquoise Global Holdings Ltd

85,00054

4Goldman Sachs International

15,0005

3UBS Ltd

15,00054

Any other firm whose permission includes operating a multilateral trading facility, including:

(a) an EEA firm; or

(b) a firm that, during the course of the relevant financial year, receives permission for operating a multilateral trading facility or whose permission is extended to include this activity.

In the case of an EEA firm that:

(a) has not carried on the activity of operating a multilateral trading facility in the UK at any time in the calendar year ending 31 December 201254;2 and

(b) notifies the FCA of that fact by the end of March 2013542;

the fee is zero.

Information required under (b) is to be treated as information required under FEES 4.4 (Information on which Fees are calculated)

In any other case: £15,0005432

In the case of a firm that, during the course of the relevant financial year, receives permission for operating a multilateral trading facility or whose permission is extended to include this activity, within 30 days of receiving that permission or extension.

In any other case, 1 August 2013543

Note: subject to FEES 4.3.13 R, this table applies to all MTdF operators with permission to operate an MTF as at 1 April of the applicable fee year; irrespective of whether, and if so when, their permission to operate an MTF was subsequently cancelled during that fee year.5

2Part 1 - Method for calculating the fee for fee-paying payment service providers4

(1)

The periodic fee for fee-paying payment service providers is calculated by identifying the relevant activity group under Part 2 and then4adding the minimum fee to an additional fee calculated by multiplying the tariff base identified in Part 3 of FEES 4 Annex 11 by the appropriate rates applying to each tranche of the tariff base as indicated in the table at Part 5. For small payment institutions and small electronic money institutions4the tariff rates are not relevant and a flat fee is payable.

(2)

A fee-paying payment service provider may apply the relevant tariff bases and rates to non-UK business, as well as to its UK business, if:

(a)

it has reasonable grounds for believing that the costs of identifying the firm'sUK business separately from its non-UK business in the way described in Part 3 of FEES 4 Annex 11 is disproportionate to the difference in fees payable; and

(b)

it notifies the FCA in writing at the same time as it provides the information concerned under FEES 4.4 (Information on which fees are calculated), or, if earlier, at the time it pays the fees concerned.

(3)

For a fee-paying payment service provider which is required to comply with FEES 4.4.9 D (Information on which fees are calculated) and has not done so for this period:

(a)

the fee is calculated using (where relevant) the valuation or valuations of business applicable to the previous period, multiplied by the factor of 1.10;

(b)

an additional administrative fee of £250 is payable; and

(c)

the minimum total fee (including the administrative fee in (b)) is £650.

4Part 1A - Method for calculating the fee for fee-paying electronic money issuers

(1)

The periodic fee for fee-paying electronic money issuers is calculated by identifying the relevant activity group under Part 2A and then multiplying the tariff base identified in Part 3 of 1 R by the appropriate rates applying to each tranche of the tariff base as indicated in the table at Part 5. For small electronic money institutions, the tariff rates are not relevant and a flat fee is payable.

(2)

A fee-paying electronic money issuer may apply the relevant tariff bases and rates to non-UK business, as well as to its UK business, if:

(a)

it has reasonable grounds for believing that the costs of identifying the firm'sUK business separately from its non-UK business in the way described in Part 3 of 1 R is disproportionate to the difference in fees payable; and

(b)

it notifies the FCA in writing at the same time as it provides the information concerned under FEES 4.4 (Information on which fees are calculated), or, if earlier, at the time it pays the fees concerned.

(3)

For a fee-paying electronic money issuer which is required to comply with FEES 4.4 (Information on which fees are calculated) and has not done so for this period:

(a)

the fee is calculated using (where relevant) the valuation or valuations of business applicable to the previous period, multiplied by the factor of 1.10;

(b)

an additional administrative fee of £250 is payable; and

(c)

the minimum total fee (including the administrative fee in (b)) is £650.

4Part 1B - Method for calculating the periodic fee where the firm is both a fee-paying payment service provider and a fee-paying electronic money issuer

Add the fee calculated under Part 1 to the fee calculated under Part 1A.

6Part 1C - Method for calculating the fee for an issuer of a regulated covered bond

The issuance of regulated covered bonds by issuers is linked to activity group G.15 in this annex. The periodic fees for issuers of regulated covered bonds is calculated by multiplying the tariff base relevant to G.15 in Part 3 of 1 R by the appropriate rates applying to each tranche of the tariff base as indicated in the table at Part 5.

Part 2 - Activity groups relevant to fee-paying payment service providers4

This table shows how the payment services performed by fee-paying payment service providers are linked to activity groups (fee-blocks). A fee-paying payment service provider can use the table to identify which fee-blocks it falls into based on its authorisation or registration.

Activity group

Fee payer falls into this activity group if:

G.2 Certain deposit acceptors

it is a fee-paying payment service provider not falling within any of the other fee-blocks in this table

G.3 Large payment institutions

it is a fee-paying payment service provider that is 4an authorised payment institution,4 an EEA authorised payment institution, 4 the Post Office Limited or a fee-paying electronic money issuer (except if it is a small electronic money institution)4

G.4 Small payment institutions

it is a fee-paying payment service provider that is 4a small payment institution or a small electronic money institution4

G.5 - Other institutions

it is the Bank of England or a government department or local authority that provides payment services other than when carrying out functions of a public nature.

4Part 2A - Activity groups relevant to fee-paying electronic money issuers

This table shows how the electronic money issuance by fee-paying electronic money issuers is linked to activity groups ('fee-blocks'). A fee-paying electronic money issuer can use the table to identify which fee-blocks it falls into based on its authorisation, registration or permission, as applicable.

4Activity group

Fee payer falls into this activity group if:

G.10 Large electronic money institutions

it is a fee-paying electronic money issuer (except if it is a small electronic money institution)

G.11 Small electronic money institutions

it is a small electronic money institution

Part 3

This table indicates the tariff base for each fee-block. The tariff base is the means by which the FCA measures the amount of business conducted by fee-paying payment service providers,6fee-paying electronic money issuers and issuers of regulated covered bonds6.4

Activity Group

Tariff base

G.2

MODIFIED ELIGIBLE LIABILITIES

These are determined in the same manner as the tariff-base for relevant firms in the A.1 fee-block set out in FEES 4 Annex 1 Part 2 R.

G.3

RELEVANT INCOME

This is the sum of the following elements of the firm'sUK business:

Interest income

Interest expenses

Gross commissions and fees received

Gross other operating income

calculated in the same manner as the relevant indicator referred to in paragraph

18(3)

of Schedule 3 to the Payment Services Regulations.

For the Post Office Limited only, Relevant Income relates only to its payment services business.

G.4

Not applicable.

G.5

As in G.3 and Relevant Income only relates to payment services business.

4G.10

Average outstanding electronic money as defined under regulation 2(1) of the Electronic Money Regulations.

This is the average total amount of financial liabilities related to electronic money in issue at the end of each calendar day over the preceding twelve5 calendar months (which is the period ending on the date set out under Part 4), calculated on the first calendar day of each calendar month and applied for that calendar month (£million).5

4G.11

Not applicable.

6G.15

Regulated covered bonds issued in the 12 months ending on the valuation date and valued as at the valuation date.

Part 4 - Valuation period

This table indicates the valuation date for each fee-block. A fee-paying payment service provider,6 a fee-paying electronic money issuer and a regulated covered bondissuer64can calculate tariff data by applying the tariff bases set out in Part 34 with reference to the valuation dates shown in this table.

Activity group

Valuation date

In this table, reference to specific dates or months are references to the latest one occurring before the start of the period to which the fee applies e.g. for 2010/11 fees (1 April 2010 to 31 March 2011), a reference to December means December 2009.

Where the tariff data of a fee-paying payment service provider or a fee-paying electronic money issuer4 is in a currency other than sterling, it must be converted into sterling at the exchange rate prevailing on the relevant valuation date.

G.2

For banks and building societies as in FEES 4 Annex 1 Part 3.

G.3

Relevant income for the financial year ended in the calendar year ending 31 December.

G.4

Not relevant.

G.5

Relevant income for the twelve months ending 31 December.

4G.10

31 December.

4G.11

Not relevant.

6G.15

(1) The last day of the financial quarter during which the issuer became registered as an issuer in the FCA financial year (the 12 months ending 31 March).

(2) For subsequent FCA financial years, 31 December unless (3) applies.

(3) If the issuer became registered as an issuer between 1 January and 31 March inclusive, 31 March in respect of the FCA financial year immediately following the FCA financial year during which it became registered and 31 December in respect of all further FCA financial years.

A reference to a financial quarter in this box means any of the following periods: 1 April to 30 June inclusive, 1 July to 30 September inclusive, 1 October to 31 December inclusive or 1 January to 31 March inclusive.

Part 5 - Tariff rates

Activity group

Fee payable in relation to 2013/14764

G.2

Minimum fee (£)

400

£ million or part £m 3of Modified Eligible Liabilities (MELS)

Fee (£/£m or part £m of MELS)

3> 0.1

0.27200764

G.3

Minimum fee (£)

400

£ thousands or part thousand of Relevant Income

Fee (£/£thousand or part £thousand of Relevant Income)

3> 1004

0.18300764

G.4

Flat fee (£)7

£400

G.5

As in G.3.

4G.10

Minimum fee (£)

1,500

£74million or part m of average outstanding electronic money (AOEM)

Fee (£7/£7, or part m of AOEM)

4>5.0

200.0076

4G.11

Flat fee (£)7

£1,0006

6G.15

Minimum fee for the first registered programme (£)7

68,2717

Minimum fee for all subsequent registered programmes

75% of minimum fee for first registered programme

million or part m of regulated covered bonds issued in the 12 months ending on the valuation date.

Fee (/m or part m of regulated covered bonds issued in the 12 months ending on the valuation date)

>0.00

10.137

For the purposes of calculating fees, any regulated covered bonds denominated in a currency other than sterling must be converted into sterling at the applicable exchange rate set out below.

Where an exchange rate hedging agreement was entered into in connection with the issuance of regulated covered bonds denominated in a currency other than sterling, the applicable exchange rate for those regulated cover bonds is the exchange rate stipulated in the exchange rate hedging agreement.

An exchange rate hedging agreement is any agreement entered into to hedge the market risk relating to fluctuations in exchange rates.

In all other cases, the applicable exchange rate is the daily spot rate available on the Bank of England's Statistical Interactive Database (the Bank of England exchange rate) applying on the valuation date. If the valuation date is not a business day, then the applicable exchange rate is the Bank of England exchange rate applying on the first business day following the valuation date.

3 4

%43

%43

%43

%43

%

%

Part 7 - This table shows the modifications to fee tariffs that apply to 3EEA authorised payment institutions, EEA authorised electronic money institutions,4 and3full credit institutions that are EEA firms.3

Activity group

Percentage deducted from the tariff payable under Part 5 applicable to the firm

Minimum amount payable

G.2

40%3

G.3

40%3

4G.10

40%

"Annual income"is an amount equal to the net amount retained by the firm of all income due to the firm in respect of, or in relation to, the provision in the UK of the regulated activities specified in FEES 4 Annex 1A R Part 115 as belonging to fee-blocks A.12, A.13 and A.14.

For the purposes of calculating annual income, 'net amount retained' means:

(a) all brokerages, commissions, fees, and other related income (for example, administration charges, overriders, profit shares etc) due to the firm in respect of, or in relation to, the provision in the UK of the regulated activities specified in FEES 4 Annex 1A R Part 115 as belonging to fee-blocks A.12, A.13 or A.14and which the firm has not rebated to clients or passed on to other authorisedfirms15 (for example, where there is a commission chain).

Plus:

(b) any ongoing commission from previous business received by the firm during the reporting year.

Plus:

(c) the 'commission-equivalent' of any relevant business. In this instance, the 'commission equivalent' isan estimate of the amount the firm would otherwise have received for any regulated activity under (a) above, but for which it has made a business decision not to charge.