Related provisions for GENPRU 1.2.27

COLL 8.5.10AR06/03/2007

3If a qualified investor scheme has two or more classes of unit in issue, the authorised fund manager may treat any or all of those classes as one for the purpose of determining the number of units to be issued or cancelled by reference to a particular valuation point, if:(1) the depositary gives its prior agreement; and(2) the relevant classes:(a) have the same entitlement to participate in, and the same liability for charges, expenses and other payments that may be recovered

PR 2.1.1UK01/07/2005

1Sections 87A(2), (3) and (4) of the Act provide for the general contents of a prospectus:

(2)	The necessary information is the information necessary to enable investors to make an informed assessment of –
	(a)	the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the transferable securities and of any guarantor; and
	(b)	the rights attaching to the transferable securities.
(3)	The necessary information must be presented in a form which is comprehensible and easy to analyse.
(4)	The necessary information must be prepared having regard to the particular nature of the transferable securities and their .

BIPRU 7.5.8G01/01/2007

Instruments denominated in a foreign currency include, amongst other things, assets and liabilities (including accrued interest); non-foreign currencyderivative; net underwriting positions; reduced net underwriting positions; and irrevocable guarantees (or similar instruments) that are certain to be called.

SYSC 2.1.2G01/12/2001

The role undertaken by a non-executive director will vary from one firm to another. For example, the role of a non-executive director in a friendly society may be more extensive than in other firms. Where a non-executive director is an approved person, for example where the firm is a body corporate, his responsibility and therefore liability will be limited by the role that he undertakes. Provided that he has personally taken due care in his role, a non-executive director would not

MIPRU 4.4.2R06/06/2008

Table: Items which are eligible to contribute to the capital resources of a firm

	Item	Additional explanation
1.	Share capital	This must be fully paid and may include:
		(1)	ordinary share capital; or
		(2)	preference share capital (excluding preference shares redeemable by shareholders within two years).
2.	Capital other than share capital (for example, the capital of a sole trader, partnership or limited liability partnership)	The capital of a sole trader is the net balance on the firm's capital account and current account. The capital of a partnership is the capital made up of the partners':
		(1)	capital account, that is the account:
			(a)	into which capital contributed by the partners is paid; and
			(b)	from which, under the terms of the partnership agreement, an amount representing capital may be withdrawn by a partner only if:
				(i) he ceases to be a partner and an equal amount is transferred to another such account by his former partners or any person replacing him as their partner; or
				(ii) the partnership is otherwise dissolved or wound up; and
		(2)	current accounts according to the most recent financial statement.
		For the purpose of the calculation of capital resources, in respect of a defined benefit occupational pension scheme:
		(1)	a firm must derecognise any defined benefit asset;
		(2)	a firm may substitute for a defined benefit liability the firm's deficit reduction amount, provided that the election is applied consistently in respect of any one financial year.
3.	Reserves (Note 1)	These are, subject to Note 1, the audited accumulated profits retained by the firm (after deduction of tax, dividends and proprietors' or partners' drawings) and other reserves created by appropriations of share premiums and similar realised appropriations. Reserves also include gifts of capital, for example, from a parent undertaking.
		For the purposes of calculating capital resources, a firm must make the following adjustments to its reserves, where appropriate:
		(1)	a firm must deduct any unrealised gains or, where applicable, add back in any unrealised losses on debt instruments held in the available-for-sale financial assets category;
		(2)	a firm must deduct any unrealised gains or, where applicable, add back in any unrealised losses on cash flow hedges of financial instruments measured at cost or amortised cost;
		(3)	in respect of a defined benefit occupational pension scheme:
			(a)	a firm must derecognise any defined benefit asset;
			(b)	a firm may substitute for a defined benefit liability the firm's deficit reduction amount, provided that the election is applied consistently in respect of any one financial year.
4.	Interim net profits (Note 1)	If a firm seeks to include interim net profits in the calculation of its capital resources, the profits have, subject to Note 1, to be verified by the firm's external auditor, net of tax, anticipated dividends or proprietors' drawings and other appropriations.
5.	Revaluation reserves
6.	General/ collective provisions (Note 1)	These are provisions that a firm carrying on home financing1or home finance administration1holds against potential losses that have not yet been identified but which experience indicates are present in the firm's portfolio of assets. Such provisions must be freely available to meet these unidentified losses wherever they arise. Subject to Note 1, general/collective provisions must be verified by external auditors and disclosed in the firm's annual report and accounts. 1 1 1 1
7.	Subordinated loans	Subordinated loans must be included in capital on the basis of the provisions in this chapter that apply to subordinated loans.
Note:
1	Reserves must be audited and interim net profits, general and collective provisions must be verified by the firm's external auditor unless the firm is exempt from the provisions of Part VII of the Companies Act 1985 (section 249A (Exemptions from audit)) or, where applicable, Part 16 of the Companies Act 2006 (section 477 (Small companies: Conditions for exemption from audit))2 relating to the audit of accounts. 2

LR 4.2.1G01/07/2005

Section 80 (1) of the Act (general duty of disclosure in listing particulars) requires listing particulars submitted to the FSA to contain all such information as investors and their professional advisers would reasonably require, and reasonably expect to find there, for the purpose of making an informed assessment of:(1) the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and(2) the rights attaching to the securi

SUP 12.4.5FG30/06/2004

1When considering the provisions for complaints handling (see SUP 12.4.5C(2)) firms should consider the use of a mediation clause. If a complaint is made by a client, principals which are unable to resolve a dispute about liability to the client should consider all quick and effective ways of resolving the dispute, including referring the matter to the Financial Ombudsman Service and mediation.

DISP 4.2.8R06/04/2008

None of the following is to be liable in damages for anything done or omitted to be done in the discharge (or purported discharge) of any functions in connection with the Voluntary Jurisdiction:318(1) FOS Ltd;(2) any member of its governing body;(3) any member of its staff;(4) any person acting as an Ombudsman for the purposes of the Financial Ombudsman Service;except where:(5) the act or omission is shown to have been in bad faith; or(6) it would prevent an award of damages being

REC 2.5.8G21/06/2001

In assessing a UK RIE's systems and controls for the effecting and monitoring of transactions, and the systems and controls used by a UK recognised body for the operation of settlement arrangements, the FSA may have regard to the totality of the arrangements and processes through which a transaction is effected, cleared and settled, including:(1) a UK RIE's arrangements under which orders are received and matched, and its arrangements for trade and transaction reporting, and (if

BIPRU 11.5.2R01/01/2007

A firm must disclose the following information regarding the scope of application of the requirements of the Banking Consolidation Directive:(1) the name of the firm which is the subject of the disclosures;(2) an outline of the differences in the basis of consolidation for accounting and prudential purposes, with a brief description of the entities that are:(a) fully consolidated;(b) proportionally consolidated;(c) deducted from capital resources;(d) neither consolidated nor deducted;(3)

PR App 1.1.101/11/2007

1Note: The following definitions relevant to the prospectus rules are extracted from the Glossary.

Act	the Financial Services and Markets Act 2000.
admission to trading	admission to trading on a regulated market.
advertisement	(as defined in the PD Regulation) announcements:
	(1)	relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and
	(2)	aiming to specifically promote the potential subscription or acquisition of securities.
annual information update	the document referred to in PR 5.2.1 R.
applicant	an applicant for approval of a prospectus or supplementary prospectus relating to transferable securities.
asset backed security	(as defined in the PD Regulation) securities which:
	(1)	represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable thereunder; or
	(2)	are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets.
base prospectus	a base prospectus referred to in PR 2.2.7 R.
body corporate	(in accordance with section 417(1) of the Act (Definitions) any body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom;
building block	(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up.
CARD	Consolidated Admissions and Reporting Directive.
CESR recommendations	the recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses no 809/2004 published by the Committee of European Securities Regulators.
collective investment undertaking other than the closed-end type	(in PR) (as defined in Article 2.1(o) of the prospectus directive) unit trusts and investment companies:
	(1)	the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading;
	(2)	the units of which are, at the holder's request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings.
Consolidated Admissions and Reporting Directive	Directive 2001/34/EC of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities.
credit institution	as defined in article 1(1) of the Banking Consolidation Directive.
director	(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties.
EEA State	(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom.
equity security	(as defined in Article 2.1(b) of the prospectus directive) shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer.
equity share	shares comprised in a company's equity share capital.
equity share capital	(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.
executive procedures	the procedures relating to the giving of warning notices, decision notices and supervisory notices that are described in DEPP 4 (Decision by FSA staff under executive procedures)2. 2 2
FSA	the Financial Services Authority.
guarantee	(as defined in the PD Regulation) any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, keep well agreement, mono-line insurance policy or other equivalent commitment.
guarantor	a person that provides a guarantee.
Home State or Home Member State	(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive).
Host State or Host Member State	(as defined in Article 2.1(n) of the prospectus directive) the EEA State where an offer to the public is made or admission to trading is sought, when different from the home State.
3	[deleted]3 3
3	[deleted]3 3
issuer	(as defined in section 102A of the Act) a legal person who issues or proposes to issue the transferable securities in question.
MiFID 3	The European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC). See also MiFID Regulation and MiFID implementing Directive.3
non-equity transferable securities	(as defined in section 102A of the Act) all transferable securities that are not equity securities.
	Note: In the prospectus directive and the PD Regulation, the Commission uses the term "non-equity securities" rather than "non-equity transferable securities".
offer	an offer of transferable securities to the public.
offer of transferable securities to the public	(as defined in section 102B of the Act), in summary:
	(a)	a communication to any person which presents sufficient information on: (i) the transferable securities to be offered, and (ii) the terms on which they are offered, to enable an investor to decide to buy or subscribe for the securities in question;
	(b)	which is made in any form or by any means;
	(c)	including the placing of securities through a financial intermediary;
	(d)	but not including a communication in connection with trading on: (i) a regulated market; (ii) a multilateral trading facility; or (iii) any market prescribed by an order under section 130A of the Act.
	Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act.
offering programme	(as defined in Article 2.1(k) of the prospectus directive) a plan which would permit the issuance of non-equity securities, including warrants in any form, having a similar type and/or class, in a continuous or repeated manner during a specified issuing period.
offeror	a person who makes an offer of transferable securities to the public.
overseas company	a company incorporated outside the United Kingdom.
Part 6 rules	(in accordance with section 73A(1) of the Act), rules made for the purposes of Part 6 of the Act.
PD	prospectus directive.
PD Regulation	Regulation number 809/2004 of the European Commission.
person	(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporated that is, a natural person, a legal person and, for example, a partnership).
PR	the Prospectus Rules sourcebook.
profit estimate	(as defined in the PD Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published.
profit forecast	(as defined in the PD Regulation) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used.
property collective investment undertaking	(as defined in the PD Regulation) a collective investment undertaking whose investment objective is the participation in the holding of property in the long term.
prospectus	a prospectus required under the prospectus directive.
prospectus directive	the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC).
Prospectus Rules	(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.
Public international body	(as defined in the PD Regulation) a legal entity of public nature established by an international treaty between sovereign States and of which one or more Member States are members.
qualified investor	(as defined in section 86(7) of the Act) :
	(a)	any entity falling within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the prospectus directive;
	(b)	An investor registered on the register maintained by the competent authority under section 87R;
	(c)	An investor authorised by an EEA State other than the United Kingdom to be considered as a qualified investor for the purposes of the prospectus directive.
register	register of qualified investors maintained by the FSA under section 87R of the Act.
registration document	a registration document referred to in PR 2.2.2 R.
regulated information	(as defined in the PD Regulation) all information which the issuer, or any person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, is required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC.3
regulated market	a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary rules in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID.3
RIS	Regulatory Information Service.
risk factors	(as defined in the PD Regulation) a list of risks which are specific to the situation of the issuer and/or the securities and which are material for taking investment decisions.
rule	(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FSA under the Act.
schedule	(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved.
securities issued in a continuous and repeated manner	(as defined in Article 2.1(l) of the prospectus directive) issues on tap or at least two separate issues of securities of a similar type and/or class over a period of 12 months.
securities note	a securities note referred to in PR 2.2.2 R.
small and medium-sized enterprise	(as defined in Article 2.1(f) of the prospectus directive) companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding €43,000,000 and an annual net turnover not exceeding €50,000,000.
special purpose vehicle	(as defined in the PD Regulation) an issuer whose objects and purposes are primarily the issue of securities.
statutory notice associated decision	a decision which is made by the FSA and which is associated with a decision to give a statutory notice, including a decision:
statutory notice decision	a decision by the FSA on whether or not to give a statutory notice.
	(a)	to determine or extend the period for making representations;
	(b)	to determine whether a copy of the statutory notice needs to be given to any third party and the period for him to make representations;
	(c)	to refuse access to FSA material;
	(d)	as to the information which it is appropriate to publish about the matter to which a final notice or an effective supervisory notice relates.
summary	(in relation to a prospectus) the summary included in the prospectus.
supplementary prospectus	a supplementary prospectus containing details of a new factor, mistake or inaccuracy.
transferable security	(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID 3, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months. 3
	Note: In the prospectus directive and PD regulation, the Commission uses the term "security" rather than "transferable security".
umbrella collective investment scheme	(as defined in the PD Regulation) a collective investment undertaking invested in one or more collective investment undertakings, the asset of which is composed of separate class(es) or designation(s) of securities.
United Kingdom	England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man).
units of a collective investment scheme	(as defined in Article 2.1(p) of the prospectus directive) securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets.
working day	(as defined in section 103 of the Act) any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom.

COLL 3.2.6R06/06/2008

This table belongs to COLL 3.2.4 R (Matters which must be included in the instrument constituting the scheme)

	Name of scheme
1	A statement of:
	(1)	the name of the authorised fund; and
	(2)	whether the authorised fund is a UCITS scheme or a non-UCITS retail scheme.
	Investment powers in eligible markets
2	A statement that, subject to any restriction in the rules in this sourcebook or the instrument constituting the scheme, the scheme has the power to invest in any eligible securities market or deal on any eligible derivatives market to the extent that power to do so is conferred by COLL 5 (Investment and borrowing powers).
	Unitholder's liability to pay
3	A provision that a unitholder is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units which he holds.
	Base currency
4	A statement of the base currency of the scheme.
	Valuation and pricing
5	A statement setting out the basis for the valuation and pricing of the scheme.
	Duration of the scheme
6	If the scheme is to be wound up after a particular period expires, a statement to that effect.
	Object of the scheme
7	A statement:
	(1)	as to the object of the scheme, in particular the types of investments and assets in which it and each sub-fund (where applicable) may invest; and
	(2)	that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk and giving unitholders the benefits of the results of the management of that property.
27A	Where the authorised fund is a qualifying money market fund, a statement to that effect and a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund.
	5Property Authorised Investment Funds
57B	For a property authorised investment fund, a statement that:
	(1)	it is a property authorised investment fund;
	(2)	no body corporate may seek to obtain or intentionally maintain a holding of more than 10% of the net asset value of the fund; and
	(3)	in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units in accordance with 18 if the authorised fund manager reasonably considers such action to be:
		(a) necessary in order to enable an orderly reduction of the holding to below 10%; and
		(b) in the interests of the unitholders as a whole.
	Government and public securities: investment in one issuer
8	Where relevant, for a UCITS scheme, a statement in accordance with COLL 5.2.12 R (Spread: government and public securities) as to the individual states or bodies in which over 35% of the value of the scheme may be invested in government and public securities.
	Classes of unit
9	A statement:
	(1)	specifying the classes of unit that may be issued, and for a scheme which is an umbrella, the classes that may be issued in respect of each sub-fund; and
	(2)	if the rights of any class of unit differ, a statement describing those differences in relation to the differing classes.
	Authorised fund manager's charges and expenses
10	A statement setting out the basis on which the authorised fund manager may make a charge and recover expenses out of the scheme property.
	Issue or cancellation directly through the ICVC or trustee
11	Where relevant, a statement authorising the issue or cancellation of units to take place through the ICVC or trustee directly.
	In specie issue and cancellation
12	Where relevant, a statement authorising payment for the issue or cancellation of units to be made by the transfer of assets other than cash.
	Restrictions on sale and redemption
13	Where relevant, the restrictions which will apply in relation to the sale and redemption of units under COLL 6.2.16 R (Sale and redemption).
	Voting at meetings
14	The manner in which votes may be given at a meeting of unitholders under COLL 4.4.8 R (Voting rights).
	Certificates
15	A statement:
	(1)	authorising the issue of bearer certificates if any, and how such holders are to identify themselves; and
	(2)	authorising the person responsible for the register to charge for issuing any document recording, or for amending, an entry on the register, other than on the issue or sale of units.
	Income
16	A statement setting out the basis for the distribution or re-investment of income.
	Income equalisation
17	Where relevant, a provision for income equalisation.
	Redemption or cancellation of units on breach of law or rules
18	A statement that where any holding of units by a unitholder is (or is reasonably considered by the authorised fund manager to be) an infringement of any law, governmental regulation or rule, those units must be redeemed or cancelled.
	ICVCs: larger and smaller denomination shares
19	A statement of the proportion of a larger denomination share represented by a smaller denomination share for any relevant unit class.
	ICVCs: resolution to remove a director
20	A statement that the ICVC may (without prejudice to the requirements of regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company), by a resolution passed by a simple majority of the votes validly cast for and against the resolution at a general meeting of unitholders, remove a director before his period of office expires, despite anything else in the ICVC's instrument of incorporation or in any agreement between the ICVC and that director.
	ICVCs: unit transfers
21	A statement that the person designated for the purposes of paragraph 4 of Schedule 4 to the OEIC Regulations (Share transfers) or for an ICVC established in Northern Ireland, paragraph 3 of Schedule 4 to the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (SR 2004/335) is the person who, for the time being, is the ACD of the ICVC.1
	ICVCs: Charges and expenses
22	A statement that charges or expenses of the ICVC may be taken out of the scheme property.
	AUTs: governing law for a trust deed
23	A statement that the trust deed is made under and governed by the law of England and Wales, Wales or Scotland or Northern Ireland.
	AUTs: trust deed to be binding and authoritative
24	A statement that the trust deed:
	(1)	is binding on each unitholder as if it had been a party to it and that it is bound by its provisions; and
	(2)	authorises and requires the trustee and the manager to do the things required or permitted of them by its terms.
	AUTs: declaration of trust
25	A declaration that, subject to the provisions of the trust deed and all rules made under section 247 of the Act (Trust scheme rules) and for the time being in force:
	(1)	the scheme property (other than sums standing to the credit of the distribution account) is held by the trustee on trust for the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of undivided shares in the scheme property represented by the units held by each unitholder; and
	(2)	the sums standing to the credit of the distribution account are held by the trustee on trust to distribute or apply them in accordance with COLL 6.8 (Income: accounting, allocation and distribution).
	AUTs: trustee's remuneration
26	Where relevant, a statement authorising payments to the trustee by way of remuneration for its services to be paid (in whole or in part) out of the scheme property.
	AUTs: responsibility for the register
27	A statement identifying the person responsible under the rules for the maintenance of the register.
	3Investment in overseas4 property through an intermediate holding vehicle
328	3If investment in an overseas4 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles will be to enable the holding of overseas4 immovables by the scheme.

Related provisions for GENPRU 1.2.27

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