Related provisions for GENPRU 1.2.27

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

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:317(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.

LR 17.3.5G20/01/2007

(1) If an issuer prepares both own and consolidated annual accounts it may publish either form provided that the unpublished accounts do not contain any significant additional information.1(2) If the annual accounts do not give a true and fair view of the assets and liabilities, financial position and profits or losses of the issuer or group, additional information must be provided to the satisfaction of the FSA.1(3) An issuer incorporated or established in a non-EEA State which

COLL 6.6.15R06/01/2010

(1) The directors of an ICVC may delegate to any one or more of their number any of the directors' powers or duties but remain responsible for the acts or omissions of any such directors.(2) The authorised fundmanager of a scheme and the directors of an ICVC have the power to retain the services of anyone to assist in the performance of their respective functions, provided that:(a) a mandate in relation to managing investments of the scheme property is not given to:(i) the depositary;

MIPRU 4.4.2R06/08/2009

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, or formerly held,3 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 financing 1or home finance administration 1holds 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 10.7.7R01/07/2005

When calculating the size of a transaction under LR 10 Annex 1 and LR 10.7.5 R, account must be taken of any associated transactions or loans effected or intended to be effected, and any contingent liabilities or commitments.

COLL 3.2.6R06/03/2010

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.
	8Funds of alternative investment funds
87C	For a non-UCITS retail scheme operating as a FAIF, a statement that it is a fund of alternative investment funds.
	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) is the person who, for the time being, is the ACD of the ICVC.1 7
	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.

COLL 8.2.6R06/06/2008

This table belongs to COLL 8.2.5 R

1	Description of the authorised fund
	Information detailing:
	(1)	the name of the authorised fund;
	(2)	that the authorised fund is a qualified investor scheme; and
	(3)	in the case of an ICVC, whether the head office of the company is situated in England and Wales or Wales or Scotland or Northern Ireland.
3Property Authorised Investment Funds
1A	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 that 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 6A 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.
2	Constitution
	The following statements:
	(1)	the scheme property of the scheme is entrusted to a depositary for safekeeping (subject to any exception permitted by the rules);
	(2)	if relevant, the duration of the scheme is limited and, if so, for how long;
	(3)	charges and expenses of the scheme may be taken out of scheme property;
	(4)	for an ICVC:
		(a)	what the maximum and minimum sizes of the scheme's capital are; and
		(b)	the unitholders are not liable for the debts of the company; and
	(5)	for an AUT:
		(a)	the trust deed:
			(i)	is made under and governed by the law of England and Wales, or the law of Scotland or the law of Northern Ireland;
			(ii)	is binding on each unitholder as if he had been a party to it and that he is bound by its provisions; and
			(iii)	authorises and requires the trustee and the manager to do the things required or permitted of them by its terms;
		(b)	subject to the provisions of the trust deed and all the rules made under section 247 of the Act (Trust scheme rules):
			(i)	the scheme (other than sums held 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 individual shares in the scheme property represented by the units held by each unitholder; and
			(ii)	the sums standing to the credit of any distribution account are held by the trustee on trust to distribute or apply in accordance with COLL 8.5.15 R (Income);
		(c)	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 he holds; and
		(d)	payments to the trustee by way of remuneration are authorised to be paid (in whole or in part) out of the scheme property.
3	Investment objectives
	A statement of 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 that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk.
4	Units in the scheme
	A statement of:
	(1)	the classes of units which the scheme may issue, indicating, for a scheme which is an umbrella, which class or classes may be issued in respect of each sub-fund; and
	(2)	the rights attaching to units of each class (including any provisions for the expression in two denominations of such rights).
5	Limitation on issue of and redemption of units
	Details as to:
	(1)	the provisions relating to any restrictions on the right to redeem units in any class; and
	(2)	the circumstances in which the issue of the units of any particular class may be limited.
6	Income and distribution
	Details of the person responsible for the calculation, transfer, allocation and distribution of income for any class of unit in issue during the accounting period.
3Redemption or cancellation of units on breach of law or rules
6A	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.
7	Base currency
	A statement of the base currency of the scheme.
8	Meetings
	Details of the procedures for the convening of meetings and the procedures relating to resolutions, voting and the voting rights for unitholders.
9	Powers and duties of the authorised fund manager and depositary
	Where relevant, details of any function to be undertaken by the authorised fund manager and depositary which the rules in COLL require to be stated in the instrument constituting the scheme.
10	Termination and suspension
	Details of:
	(1)	the grounds under which the authorised fund manager may initiate a suspension of the scheme and any associated procedures; and
	(2)	the methodology for determining the rights of unitholders to participate in the scheme property on winding up.
110A	Investment in overseas2 property through an intermediate holding vehicle1
	If investment in an overseas2 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 overseas2 immovables by the scheme.1
11	Other relevant matters
	Details of those matters which enable the scheme, authorised fund manager or depositary to obtain any privilege or power conferred by the rules in COLL which is not otherwise provided for in the instrument constituting the scheme.

PRIN 1.2.6G01/11/2007

If the person with or for whom the firm is carrying on an activity is acting through an agent, the ability of the firm to treat the agent as its client under COBS 2.4.3 R3 (Agent as client) will not be available. For example, if a general insurer is effecting a general insurance contract through a general insurance broker who is acting as agent for a disclosed policyholder, the policyholder will be a client of the firm and the firm must comply with the Principles accordingly.

CASS 5.5.8R14/01/2005

A firm may segregate client money in a different currency from that of receipt. If it does so, the firm must ensure that the amount held is adjusted at intervals of not more than twenty five business days to an amount at least equal to the original currency amount (or the currency in which the firm has its liability to its clients, if different), translated at the previous day's closing spot exchange rate.

MCOB 5.6.127R31/10/2004

If the customer's liability under a regulated mortgage contract is in a currency other than sterling, MCOB 5.6 applies to the illustration for that regulated mortgage contract with the following amendments:(1) all cash amounts must be given in the relevant currency except where otherwise required in (2)(a) and (3);(2) the following information must be stated under Section 4 'Description of this mortgage':(a) the amount in sterling on which the illustration is based from MCOB 5.6.6

PERG 8.12.18G01/11/2007

The purpose of these 1exemptions1 is to ensure that, subject to certain conditions, the restriction in section 21 of the Act does not apply to those who merely transport the financial promotions of other persons. Obvious examples here are postal and Internet service providers, courier companies and telecommunications companies. PERG 8.6.5 G explains that such persons may not be regarded as communicating a financial promotion simply because they have distributed it. Article 18

COLL 4.2.5R06/03/2010

This table belongs to COLL 4.2.2 R (Publishing the prospectus).

Document status
1	A statement that the document is the prospectus of the authorised fund valid as at a particular date (which shall be the date of the document).
Authorised fund
2	A description of the authorised fund including:
	(a)	its name;
	(b)	whether it is an ICVC or an AUT and that:
		(i)	unitholders are not liable for the debts of the authorised fund;
		(ii)	for an ICVC, a statement that the sub-funds of a scheme which is an umbrella are not 'ring fenced' and in the event of the umbrella being unable to meet liabilities attributable to any particular sub-fund out of the assets attributable to that sub-fund, that the remaining liabilities may have to be met out of the assets attributable to other sub-funds;
	3(ba)	whether it is a UCITS scheme or a non-UCITS retail scheme;
	(c)	for an ICVC, the address of its head office and the address of the place in the United Kingdom for service on the ICVC of notices or other documents required or authorised to be served on it;
	(d)	the effective date of the authorisation order made by the FSA and relevant details of termination, if the duration of the authorised fund is limited;
	(e)	its base currency;
	(f)	for an ICVC, the maximum and minimum sizes of its capital; and
	(g)	the circumstances in which it may be wound up under the rules and a summary of the procedure for, and the rights of unitholders under, such a winding up
Investment objectives and policy
3	The following particulars of the investment objectives and policy of the authorised fund:
	(a)	the investment objectives, including its financial objectives;
	(b)	the authorised fund's investment policy for achieving those investment objectives, including the general nature of the portfolio and, if appropriate, any intended specialisation;
	(c)	an indication of any limitations on that investment policy;
	(d)	the description of assets which the capital property may consist of;
	(e)	the proportion of the capital property which may consist of an asset of any description;
	(f)	the description of transactions which may be effected on behalf of the authorised fund and an indication of any techniques and instruments or borrowing powers which may be used in the management of the authorised fund;
	(g)	a list of the eligible markets through which the authorised fund may invest or deal in accordance with COLL 5.2.10 R (2)(b) (Eligible markets: requirements);
	(h)	for an ICVC, a statement as to whether it is intended that the scheme will have an interest in any immovable property or movable property ((in accordance with COLL 5.6.4 R (2) (Investment powers: general) or COLL 5.2.8 R (2) (UCITS schemes: general)) for the direct pursuit of the ICVC's business;
	(i)	where COLL 5.2.12 R (3) (Spread: government and public securities) applies, a prominent statement as to the fact that more than 35% of the scheme property is or may be invested in government and public securities and the names of the individual states, local authorities or public international bodies in whose securities the authorised fund may invest more than 35% of the scheme property;


	(k)	for an authorised fund which may invest in other schemes, the extent to which the scheme property may be invested in the units of schemes which are managed by the authorised fund manager or by its associate;
14	(ka)	where a scheme is a feeder scheme, which (in respect of investment in units in collective investment schemes) is dedicated to units in a single collective investment scheme, details of the master scheme and the minimum (and, if relevant, maximum) investment that the feeder scheme may make in it;
	(l)	where a scheme invests principally in scheme units, deposits or derivatives, or replicates an index in accordance with COLL 5.2.31 R or COLL 5.6.23 R (Schemes replicating an index), a prominent statement regarding this investment policy;
	(m)	where derivatives transactions may be used in a scheme, a prominent statement as to whether these transactions are for the purposes of efficient portfolio management (including10hedging)10 or meeting the investment objectives or both and the possible outcome of the use of derivatives on the risk profile of the scheme;
	(n)	information concerning the profile of the typical investor for whom the scheme is designed;
	(o)	information concerning the historical performance of the scheme presented in accordance with COBS 4.6.2 R (the rules on past performance);6 6
	(p)	for a non-UCITS retail scheme which invests in immovables, a statement of the countries or territories of situation of land or buildings in which the authorised fund may invest;
	(q)	for a UCITS scheme which invests a substantial portion of its assets in other schemes, a statement of the maximum level of management fees that may be charged to that UCITS scheme and to the schemes in which it invests;
	5(qa)	where the authorised fund is a qualifying money market fund, a statement to that effectand a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund;
	(r)	where the net asset value of a UCITS scheme is likely to have high volatility owing to its portfolio composition or the portfolio management techniques that may be used, a prominent statement to that effect; and
	(s)	for a UCITS scheme, a statement that any unitholder may obtain on request the types of information (which must be listed) referred to in COLL 4.2.3R (3) (Availability of prospectus and long report).
Reporting, distributions and accounting dates
4	Relevant details of the reporting, accounting and distribution information which includes:
	(a)	the accounting and distribution dates;
	(b)	procedures for:
		(i)	determining and applying income (including how any distributable income is paid);
		(ii)	unclaimed distributions; and
		(iii)	if relevant, calculating, paying and accounting for income equalisation;
	(c)	the accounting reference date and when the long report will be published in accordance with COLL 4.5.14 R (Publication and availability of annual and half-yearly long report); and
	(d)	when the short report will be sent to unitholders in accordance with COLL 4.5.13 R (Provision of short report).
Characteristics of the units
5	Information as to:
	(a)	where there is more than one class of unit in issue or available for issue, the name of each such class and the rights attached to each class in so far as they vary from the rights attached to other classes;
	(b)	where the instrument constituting the scheme provides for the issue of bearer certificates, that fact and what procedures will operate for them;
	(c)	how unitholders may exercise their voting rights and what these amount to;
	(d)	where a mandatory redemption, cancellation or conversion of units from one class to another may be required, in what circumstances it may be required; and
	(e)	for an AUT, the fact that the nature of the right represented by units is that of a beneficial interest under a trust.
Authorised fund manager
6	The following particulars of the authorised fund manager:
	(a)	its name;
	(b)	the nature of its corporate form;
	(c)	the date of its incorporation;
	(d)	the address of its registered office;
	(e)	the address of its head office, if that is different from the address of its registered office;
	(f)	if neither its registered office nor its head office is in the United Kingdom, the address of its principal place of business in the United Kingdom;
	(g)	if the duration of its corporate status is limited, when that status will or may cease; and
	(h)	the amount of its issued share capital and how much of it is paid up.
Directors of an ICVC, other than the ACD
7	Other than for the ACD:
	(a)	the names and positions in the ICVC of any other directors (if any); and
	(b)	the manner, amount and calculation of the remuneration of such directors.
Depositary
8	The following particulars of the depositary:
	(a)	its name;
	(b)	the nature of its corporate form;
	(c)	the address of its registered office;
	(d)	the address of its head office, if that is different from the address of its registered office;
	(e)	if neither its registered office nor its head office is in the United Kingdom, the address of its principal place of business in the United Kingdom; and
	(f)	a description of its principal business activity.
Investment adviser
9	If an investment adviser is retained in connection with the business of an authorised fund:
	(a)	its name; and
	(b)	where it carries on a significant activity other than providing services to the authorised fund as an investment adviser, what that significant activity is.
Auditor
10	The name of the auditor of the authorised fund.
Contracts and other relationships with parties
11	The following relevant details:
	(a)	for an ICVC:
		(i)	a summary of the material provisions of the contract between the ICVC and the ACD 3 which may be relevant to unitholders including provisions (if any) relating to remuneration, termination, compensation on termination and indemnity; 3
		(ii)	the main business activities of each of the directors (other than those connected with the business of the ICVC) where these are of significance to the ICVC's business;
		(iii)	if any director is a body corporate in a group of which any other corporate director of the ICVC is a member, a statement of that fact; 3
		(iv)	the main terms of each contract of service between the ICVC and a director in summary form; and3
		3(v)	for an ICVC that does not hold annual general meetings, a statement that copies of contracts of service between the ICVC and its directors, including the ACD, will be provided to a unitholder on request;
	(b)	the names of the directors of the authorised fund manager and the main business activities of each of the directors (other than those connected with the business of the authorised fund) where these are of significance to the authorised fund's business;
	(c)	a summary of the material provisions of the contract between the ICVC or the manager of the AUT and the depositary which may be relevant to unitholders, including provisions relating to the remuneration of the depositary;
	(d)	if an investment adviser retained in connection with the business of the authorised fund is a body corporate in a group of which any director of the ICVC or the manager of the AUT is a member, that fact;
	(e)	a summary of the material provisions of any contract between the authorised fund manager or the ICVC and any investment adviser which may be relevant to unitholders;
	(f)	if an investment adviser retained in connection with the business of the authorised fund has the authority of the authorised fund manager or the ICVC to make decisions on behalf of the authorised fund manager or the ICVC, that fact and a description of the matters in relation to which it has that authority;
	(g)	what functions (if any) the authorised fund manager has delegated and to whom; and
	(h)	in what capacity (if any), the authorised fund manager acts in relation to any other regulated collective investment schemes 2 and the name of such schemes. 2
Register of Unitholders
12	Details of:
	(a)	the address in the United Kingdom where the register of unitholders, and where relevant the plan register is kept and can be inspected by unitholders; and
	(b)	the registrar's name and address.
Payments out of scheme property
13	In relation to each type of payment from the scheme property, details of:
	(a)	who the payment is made to;
	(b)	what the payment is for;
	(c)	the rate or amount where available;
	(d)	how it will be calculated and accrued;
	(e)	when it will be paid; and
	(f)	where a performance fee is taken, examples of its operation in plain English and the maximum it can amount to.
Allocation of payments
14	If, in accordance with COLL 6.7.10 R4 (Allocation of payments to income or capital), the authorised fund manager and the depositary have agreed that all or part of any income expense payments may be treated as a capital expense:
	(a)	that fact;
	(b)	the policy for allocation of these payments; and
	(c)	a statement that this policy may result in capital erosion or constrain capital growth.
Moveable and immovable property (ICVC only)
15	An estimate of any expenses likely to be incurred by the ICVC in respect of movable and immovable property in which the ICVC has an interest.
Valuation and pricing of scheme property
16	In relation to the valuation of scheme property and pricing of units 1: 1
	(a)	either:1 1
		(i)	in the case of a single-priced authorised fund,1 a provision that there must be only a single price for any unit as determined from time to time by reference to a particular valuation point; or1
		(ii)	1in the case of a dual-priced authorised fund, the authorised fund manager's policy for determining prices for the sale and redemption of units by reference to a particular valuation point and an explanation of how those prices may differ;
	(b)	details of:
		(i)	how the value of the scheme property is to be determined in relation to each purpose for which the scheme property must be valued;
		(ii)	how frequently and at what time or times of the day the scheme property will be regularly valued for dealing purposes and a description of any circumstance in which the scheme property may be specially valued;
		(iii)	where relevant, how the price of units of each class will be determined for dealing purposes; 1
		(iv)	where and at what frequency the most recent prices will be published; and
		(v)	1where relevant in the case of a dual-priced authorised fund, the authorised fund manager's policy in relation to large deals; and
	(c)	if provisions in (a) and (b) do not take effect when the instrument constituting the scheme or (where appropriate) supplemental trust deed takes effect, a statement of the time from which those provisions are to take effect or how it will be determined.
Dealing
17	The following particulars:
	(a)	the procedures, the dealing periods and the circumstances in which the authorised fund manager will effect:
		(i)	the sale and redemption of units and the settlement of transactions (including the minimum number or value of units which one person may hold or which may be subject to any transaction of sale or redemption) for each class of unit in the authorised fund; and
		(ii)	any direct issue or cancellation of units by an ICVC or by the trustee (as appropriate) through the authorised fund manager in accordance with COLL 6.2.7R (2) (Issue and cancellation of units through an authorised fund manager);
	(b)	the circumstances in which the redemption of units may be suspended;
	(c)	whether certificates will be issued in respect of registered units;
	(d)	the circumstances in which the authorised fund manager may arrange for, and the procedure for the issue or cancellation of units in specie;
	(e)	the investment exchanges (if any) on which units in the scheme are listed or dealt;
	(f)	the circumstances and conditions for issuing units in an authorised fund which limit the issue of any class of units in accordance with COLL 6.2.21 (Limited issue);
	(g)	the circumstances and procedures for the limitation or deferral of redemptions in accordance with COLL 6.2.16 (Limited redemption) or COLL 6.3.8 (Deferred redemption); 12
	(h)	in a prospectus available during the period of any initial offer:
		(i)	the length of the initial offer period;
		(ii)	the initial price of a unit, which must be in the base currency;
		(iii)	the arrangements for issuing units during the initial offer, including the authorised fund manager's intentions on investing the subscriptions received during the initial offer;
		(iv)	the circumstances when the initial offer will end;
		(v)	whether units will be sold or issued in any other currency; and12
		(vi)	any other relevant details of the initial offer 12; and12
	(i)	whether a unitholder may effect transfer of title to units on the authority of an electronic communication and if so the conditions that must be satisfied in order to effect a transfer.12
Dilution
18	In the case of a single-priced authorised fund, details1 of what is meant by dilution including:
	(a)	a statement explaining:
		(i)	that it is not possible to predict accurately whether dilution is likely to occur; and
		(ii)	which of the policies the authorised fund manager is adopting under COLL 6.3.8 (1) (Dilution) together with an explanation of how this policy may affect the future growth of the authorised fund; and
	(b)	if the authorised fund manager may require a dilution levy or make a dilution adjustment, a statement of:
		(i)	the authorised fund manager's policy in deciding when to require a dilution levy, including the authorised fund manager's policy on large deals, or when to make a dilution adjustment;
		(ii)	the estimated rate or amount of any dilution levy or dilution adjustment based either on historical data or future projections; and
		(iii)	the likelihood that the authorised fund manager may require a dilution levy or make a dilution adjustment and the basis (historical or projected) on which the statement is made.
SDRT provision
19	An explanation of:
	(a)	what is meant by stamp duty reserve tax, SDRT provision and large deals; and
	(b)	the authorised fund manager's policy on imposing an SDRT provision including its policy on large deals, and the occasions, and the likely frequency of the occasions, in which an SDRT provision may be imposed and the maximum rate of it (a usual rate may also be stated).
Forward and historic pricing
20	The authorised fund manager's normal basis of pricing under COLL 6.3.9 (Forward and historic pricing).
Preliminary charge
21	Where relevant, a statement authorising the authorised fund manager to make a preliminary charge and specifying the basis for and current amount or rate of that charge.
Redemption charge
22	Where relevant, a statement authorising the authorised fund manager to deduct a redemption charge out of the proceeds of redemption; and if the authorised fund manager makes a redemption charge:
	(a)	the current amount of that charge or if it is variable, the rate or method of calculating it;
	(b)	if the amount, rate or method has been changed, that details of any previous amount, rate or method may be obtained from the authorised fund manager on request; and
	(c)	how the order in which units acquired at different times by a unitholder is to be determined so far as necessary for the purposes of the imposition of the redemption charge.
9Property Authorised Investment Funds
922A	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 that10% 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 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.
14Funds of alternative investment funds
1422B	For a non-UCITS retail scheme operating as a FAIF, a statement that it is a fund of alternative investment funds.
General information
23	Details of:
	(a)	the address at which copies of the instrument constituting the scheme, any amending instrument and the most recent annual and half-yearly long reports may be inspected and from which copies may be obtained;
	(b)	the manner in which any notice or document will be served on unitholders;
	(c)	the extent to which and the circumstances in which:
		(i)	the scheme is liable to pay or suffer tax on any appreciation in the value of the scheme property or on the income derived from the scheme property; and
		(ii)	deductions by way of withholding tax may be made from distributions of income to unitholders and payments made to unitholders on the redemption of units; 3
	(d)	for a UCITS scheme, any possible fees or expenses not described in paragraphs 13 to 22, distinguishing between those to be paid by a unitholder and those to be paid out of scheme property; and3 3
	3(e)	for an ICVC, whether or not annual general meetings will be held.
Information on the umbrella
24	In the case of a scheme which is an umbrella with two or more sub-funds 11, the following information:
	(a)	that a unitholder is entitled to exchange units in one sub-fund for units in any other sub-fund (other than a sub-fund which has limited the issue of units);
	(b)	that an exchange of units in one sub-fund for units in any other sub-fund is treated as a redemption and sale and will, for persons subject to United Kingdom taxation, be a realisation for the purposes of capital gains taxation;
	(c)	that in no circumstances will a unitholder who exchanges units in one sub-fund for units in any other sub-fund be given a right by law to withdraw from or cancel the transaction;
	(d)	the policy for allocating between sub-funds any assets of, or costs, charges and expenses payable out of, the scheme property which are not attributable to any particular sub-fund;
	(e)	what charges, if any, may be made on exchanging units in one sub-fund for units in any other sub-fund; and11
	(f)	for each sub-fund, the currency in which the scheme property allocated to it will be valued and the price of units calculated and payments made, if this currency is not the base currency of the scheme which is an umbrella.11
	(g)	[deleted]11 11
Application of the prospectus contents to an umbrella
25	For a scheme which is an umbrella, information required must be stated:
	(a)	in relation to each sub-fund where the information for any sub-fund differs from that for any other; and
	(b)	for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole.
Marketing in another EEA state
26	A prospectus of a UCITS scheme which is prepared for the purpose of marketing units in a EEA State other than the United Kingdom, must give details as to:
	(a)	what special arrangements have been made:
		(i)	for paying in that EEA State amounts distributable to unitholders resident in that EEA State;
		(ii)	for redeeming in that EEA State the units of unitholders resident in that EEA State;
		(iii)	for inspecting and obtaining copies in that EEA State of the instrument constituting the scheme and amendments to it, the prospectus and the annual and half-yearly long report; and
		(iv)	for making public the price of units of each class; and
	(b)	how the ICVC or the manager of an AUT will publish in that EEA State notice:
		(i)	that the annual and half-yearly long report are available for inspection;
		(ii)	that a distribution has been declared;
		(iii)	of the calling of a meeting of unitholders; and
		(iv)	of the termination of the authorised fund or the revocation of its authorisation.
7Investment in overseas8 property through an intermediate holding vehicle
726A	7If investment in an overseas8 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement disclosing the existence of that intermediate holding vehicle or series of intermediate holding vehicles and confirming that the purpose of that intermediate holding vehicle or series of intermediate holding vehicle is to enable the holding of overseas8 immovables by the scheme.
Additional information
27	Any other material information which is within the knowledge of the directors of an ICVC or the manager of an AUT, or which the directors or manager would have obtained by making reasonable enquiries, including but not confined to, the following matters:
	(a)	information which investors and their professional advisers would reasonably require, and reasonably expect to find in the prospectus, for the purpose of making an informed judgement about the merits of investing in the authorised fund and the extent and characteristics of the risks accepted by so participating;
	(b)	a clear and easily understandable explanation of any risks which investment in the authorised fund may reasonably be regarded as presenting for reasonably prudent investors of moderate means;
	(c)	if there is any arrangement intended to result in a particular capital or income return from a holding of units in the authorised fund or any investment objective of giving protection to the capital value of, or income return from, such a holding:
		(i)	details of that arrangement or protection;
		(ii)	for any related guarantee, sufficient details about the guarantor and the guarantee to enable a fair assessment of the value of the guarantee;
		(iii)	a description of the risks that could affect achievement of that return or protection; and
		(iv)	details of the arrangements by which the authorised fund manager will notify unitholders of any action required by the unitholders to obtain the benefit of the guarantee; and
	(d)	whether any notice has been given to unitholders of the authorised fund manager intention to propose a change to the scheme and if so, its particulars.

Related provisions for GENPRU 1.2.27

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