Related provisions for BIPRU 12.7.9

241 - 248 of 248 items.

CASS 6.6.35R01/06/2015

In CASS 6.6.34 R, the third parties whose records and accounts a firm is required to reconcile its own internal records and accounts with must include:(1) the third parties with which the firm has deposited clients'safe custody assets;3(2) where the firm has not deposited a client'ssafe custody asset with a third party:3(a) the third parties responsible for the registration of legal title to that safe custody asset; or33(b) a person acting as an operator for the purposes of any

COLL 6.3.6G01/04/2013

Table: This table belongs to COLL 6.3.2 G (2) (a) and COLL 6.3.3 R (Valuation)1.

Valuation and pricing
1	The valuation of scheme property
	(1)	Where possible, investments should be valued using a reputable source. The reliability of the source of prices should be kept under regular review.
	(2)	For some or all of the investments comprising the scheme property, different prices may quoted according to whether they are being bought (offer prices) or sold (bid prices). The valuation of a single-priced authorised fund should reflect the mid-market value of such investments. In the case of a dual-priced authorised fund, the issue basis of the valuation will be carried out by reference to the offer prices of investments and the cancellation basis by reference to the bid prices of those same investments. The prospectus should explain how investments will be valued for which a single price is quoted for both buying and selling.1 1
	3(2A)	Schemes investing in approved money-market instruments 5should value such instruments on an amortised cost basis on condition that:5 the approved money-market instrument has a residual maturity of less than three months and has no specific sensitivity to market parameters, including credit risk; or5 the scheme is a qualifying money market fund.5 5 5
	[Note:CESR's UCITS eligible assets guidelines with respect to article 4(2) of the UCITS eligible assets Directive]
	(2B)	Short-term money market funds may value approved money-market instruments on an amortised cost basis.7
	[Note: paragraph 21 of CESR's guidelines on a common definition of European money market funds]7
	(3)	Any part of the scheme property of an authorised fund that is not an investment should be valued at a fair value, but for immovables this is subject to COLL 5.6.20 R (3) (f) (Standing independent valuer and valuation).
	(4)	For the purposes of (2) and (3), any fiscal charges, commissions, professional fees or other charges that were paid, or would be payable on acquiring or disposing of the investment or other part of the scheme property should, in the case of a single-priced authorised fund,2 be excluded from the value of an investment or other part of the scheme property. In the case of a dual-priced authorised fund, any such payments should be added to the issue basis of the valuation, or subtracted from the cancellation basis of the valuation, as appropriate. Alternatively, the prospectus of a dual-priced authorised fund may prescribe any other method of calculating unit prices that ensures an equivalent treatment of the effect of these payments.2
	(5)	Where the authorised fund manager has reasonable grounds to believe that: no reliable price exists for a security 1 at a valuation point; or the most recent price available does not reflect the authorised fund manager's best estimate of the value of a security at the valuation point it should value an investment at a price which, in its opinion, reflects a fair and reasonable price for that investment (the fair value price);
	(6)	The circumstances which may give rise to a fair value price being used include: no recent trade in the security concerned; or the occurrence of a significant event since the most recent closure of the market where the price of the security is taken. In (b), a significant event is one that means the most recent price of a security or a basket of securities is materially different to the price that it is reasonably believed would exist at the valuation point had the relevant market been open.
	(7)	In determining whether to use such a fair value price , the authorised fund manager should include in his consideration: the type of authorised fund concerned; the securities involved; the basis and reliability of the alternative price1 used; and the authorised fund manager's policy on the valuation of scheme property as disclosed in the prospectus.
	4(7A)	Where the authorised fund manager, the depositary or the standing independent valuer have reasonable grounds to believe that the most recent valuation of an immovable does not reflect the current value of that immovable, the authorised fund manager should consult and agree with the standing independent valuer a fair and reasonable value for the immovable.
	(8)	The authorised fund manager should document the basis of valuation (including any fair value pricing policy) and, where appropriate, the basis of any methodology and ensure that the procedures are applied consistently and fairly.
	(9)	Where a unit price is determined using properly applied fair value prices in accordance with policies in (8), subsequent information that indicates the price should have been different from that calculated will not normally give rise to an instance of incorrect pricing.
2	The pricing controls of the authorised fund manager
	(1)	An authorised fund manager needs to be able to demonstrate that it has effective controls over its calculations of unit prices.
	(2)	The controls referred to in (1) should ensure that: asset prices are accurate and up to date; investment 1transactions are accurately and promptly reflected in valuations; the components of the valuation (including stock, cash, and units in issue 1), are regularly reconciled to their source or prime records and any reconciling items resolved promptly and debtors reviewed for recoverability; the sources of prices not obtained from the main pricing source are recorded and regularly reviewed; compliance with the investment and borrowing powers is regularly reviewed; dividends are accounted for as soon as securities 1 are quoted ex-dividend (unless it is prudent to account for them on receipt): fixed interest dividends, interest and expenses are accrued at each valuation point 1; tax positions are regularly reviewed and adjusted, if necessary; reasonable tolerances are set for movements in the key elements of a valuation and movements outside these tolerances are investigated;5 the fund manager regularly reviews the portfolio valuation for accuracy5; and5 the valuation of OTC derivatives is accurate and up to date and in compliance with the methods agreed with the depositary.5
	(3)	In exercising its pricing controls, the authorised fund manager may exercise reasonable discretion in determining the appropriate frequency of the operation of the controls and may choose a longer interval, if appropriate, given the level of activity on the authorised fund 1or the materiality of any effect on the price.
	(4)	Evidence of the exercise of the pricing controls should be retained.
	(5)	Evidence of persistent or repetitive errors in relation to these matters, and in particular any evidence of a pattern of errors working in an authorised fund manager's favour, will make demonstrating effective controls more difficult.
	(6)	Where the pricing 1function is delegated to a third party, COLL 6.6.15 R (1) (Committees and delegation) will apply.
3	The depositary's review of the authorised fund manager's systems and controls
	(1)	This section provides details of the types of checks a depositary should carry out to be satisfied that the authorised fund manager adopts systems and controls which are appropriate to ensure that prices of units are calculated in accordance with this section and to ensure that the likelihood of incorrect prices will be minimised. These checks also apply where an authorised fund manager has delegated all or some of its pricing 1 functions to one or more third parties5. 5
	(2)	A depositary should thoroughly review an authorised fund manager's systems and controls to confirm that they are satisfactory. The depositary's review should include an analysis of the controls in place to determine the extent to which reliance can be placed on them.
	(3)	A review should be performed when the depositary is appointed and thereafter as it feels appropriate given its knowledge of the robustness and the stability of the systems and controls and their operation.
	(4)	A review should be carried out more frequently where a depositary knows or suspects that an authorised fund manager's systems and controls are weak or are otherwise unsatisfactory.
	(5)	Additionally, a depositary should from time to time review other aspects of the valuation of the scheme property of each authorised fund for which it is responsible, verifying, on a sample basis, if necessary, the assets, liabilities, accruals, units in issue 1, securities prices (and in particular the prices of OTC derivatives,5unapproved securities and the basis for the valuation of unquoted securities) and any other relevant matters, for example an accumulation factor or a currency conversion factor.
	(6)	A depositary should ensure that any issues, which are identified in any such review, are properly followed up and resolved.
4	The recording and reporting of instances of incorrect pricing
	(1)	An authorised fund manager should record each instance where the price of a unit is incorrect as soon as the error is discovered, and report the fact to the depositary together with details of the action taken, or to be taken, to avoid repetition as soon as practicable.
	(2)	In accordance with COLL 6.6.11 G (Duty to inform the FCA), the depositary should report any breach of the rules in COLL 6.3 immediately to the FCA. However, notification should relate to instances which the depositary considers material only.
	(3)	A depositary should also report to the FCA immediately any instance of incorrect pricing 1where the error is 0.5% or more of the price of a unit, where a depositary believes that reimbursement or payment is inappropriate and should not be paid by an authorised fund manager.
	(4)	In accordance with SUP 16.6.8 R, a depositary should also make a return to the FCA on a quarterly basis which summarises the number of instances of incorrect pricing 1 during a particular period.
5	The rectification of pricing breaches
	(1)	COLL 6.6.3 R (1) (Functions of the authorised fund manager) places a duty on the authorised fund manager to take action to reimburse affected unitholders, former unitholders, and the scheme itself, for instances of incorrect pricing 1, except if it appears to the depositary that the breach is of minimal significance.
	(2)	A depositary may consider that the instance of incorrect pricing 1is of minimal significance if: the authorised fund manager and depositary meet the standards of control set out in Section 2 and Section 3 of this Table; and the error in pricing 1 of a unit is less than 0.5% of the correct price.
	(3)	In determining (2), if the instance of incorrect pricing 1 is due to one or more factors or exists over a period of time, each price should be considered separately.
	(4)	If a depositary deems it appropriate, it may, in spite of the circumstances outlined in (2), require a payment from the authorised fund manager or from the authorised fund to the unitholders, former unitholders, the authorised fund or the authorised fund manager (where appropriate).
	(5)	The depositary should satisfy itself that any payments required following an instance of incorrect pricing 1 are accurately and promptly calculated and paid.
	(6)	If a depositary considers that reimbursement or payment is inappropriate, it should report the matter to the FCA, together with its recommendation and justification. The depositary should take into account the need to avoid prejudice to the rights of unitholders, or the rights of unitholders in a class of units.
	(7)	It may not be practicable, or in some cases legally permissible, for the authorised fund manager to obtain reimbursement from unitholders, where the unitholders have benefited from the incorrect price.
	(8)	In all cases where reimbursement or payment is required, amounts due to be reimbursed to unitholders for individual sums which are reasonably considered by the authorised fund manager and depositary to be immaterial, need not normally be paid.

LR App 1.1.123/10/2015

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

Act	The Financial Services and Markets Act 2000.
admission or admission to listing	admission of securities to the official list .
admission to trading	admission of securities to trading on an RIE's market for listed securities.
advertisement	(as defined in the PD Regulation) announcements:
	(a)	relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and
	(b)	aiming to specifically promote the potential subscription or acquisition of securities.
applicant	an issuer which is applying for admission of 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 there under; 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.
associate	(A)36 in relation to a director, substantial shareholder, or person exercising significant influence, who is an individual: 6
	(1)	that individual's spouse , civil partner 2or child (together "the individual's family");
	(2)	the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties;
	(3)	any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (b) to appoint or remove directors 33 holding a majority of voting rights at board meetings on all, or substantially all, matters;29 33
	29(4)	any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual’s family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control: (a) a voting interest greater than 30% in the partnership; or (b) at least 30% of the partnership.
	For the purpose of paragraph (3), if more than one director of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their associates will be aggregated when determining whether that company is an associate of the director.
	(B)36 in relation to a substantial shareholder or person exercising significant influence, which is a company: 6
	(1)	any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
	(2)	any company whose directors are accustomed to act in accordance with the substantial shareholder's or person exercising significant influence's directions or instructions;6 6 6
	(3)	any company in the capital of which the substantial shareholder or person exercising significant influence and any other companyunder paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (3)(a) or (b) above of this definition.6
	36(C) when used in the context of a controlling shareholder who is an individual:
	36(1)	that individual's spouse, civil partner or child (together "the individual's family");
	36(2)	the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are controlling shareholders);
	36(3)	any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (b) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters;
	36(4)	any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual's family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control: (a) a voting interest greater than 30% in the partnership; or (b) at least 30% of the partnership.
	36For the purpose of paragraph (3), if more than one controlling shareholder of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those controlling shareholders and their associates will be aggregated when determining whether that company is an associate of the controlling shareholder.
	36(D) when used in the context of a controlling shareholder which is a company:
	36(1)	any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
	36(2)	any company whose directors are accustomed to act in accordance with the controlling shareholder's directions or instructions;
	36(3)	any company in the capital of which the controlling shareholder and any other company under paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (C)(3)(a) or (b) of this definition.
authorised person	(in accordance with section 31 of the Act (Authorised persons)) one of the following:
	(a)	a person who has a Part 4A permission to carry on one or more regulated activities;
	(b)	an incoming EEA firm;
	(c)	an incoming Treaty firm;
	(d)	a UCITS qualifier;
	(e)	an ICVC;
	(f)	the Society of Lloyd's.13
bank	(a)	a firm with a Part 4A permission which includes accepting deposits, and: (i) which is a credit institution; or (ii) whosePart 4A permission includes a requirement that it comply with 4the rules in GENPRU and BIPRU relating to banks 4; but which is not a building society, a friendly society or a credit union;
	(b)	an EEA bank which is a full credit institution.
base prospectus	a base prospectus referred to in PR 2.2.7 R29
29body 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.
book value of property	(in relation to a property company) the value of a property (which is not classified as a net current asset) before the deduction of mortgages or borrowings as shown in the company's latest annual report and accounts.
29break fee arrangement	an arrangement falling within the description in LR 10.2.6A R.
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.
business day	(1)	(in relation to anything done or to be done in (including to be submitted to a place in) any part of the United Kingdom), any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in that part of the United Kingdom;
	(2)	(in relation to anything done or to be done by reference to a market outside the United Kingdom) any day on which that market is normally open for business.
Buy-back and Stabilisation Regulation	Commission Regulation (EC) of 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003).
CARD	Consolidated Admissions and Reporting Directive.
certificate representing certain securities	the investment specified in article 80 of the Regulated Activities Order (Certificates representing certain securities), which is in summary: a certificate or other instrument which confers contractual or property rights (other than rights consisting of options):
	(a)	in respect of any share, debenture, alternative debenture,19 government and public security or warrant held by a person other than the person on whom the rights are conferred by the certificate or instrument; and 19
	(b)	the transfer of which may be effected without requiring the consent of that person;
	but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person.
certificate representing debt securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of debentures, alternative debentures,19 or government and public securities.
certificate representing equity securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity securities.
certificate representing shares	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity shares.30
charge	(in relation to securitised derivatives) means any payment identified under the terms and conditions of the securitised derivatives.
Chinese wall	an arrangement that requires information held by a person in the course of carrying on one part of its business to be withheld from, or not to be used for, persons with or for whom it acts in the course of carrying on another part of its business.
circular	any document issued to holders of listed securities including notices of meetings but excluding prospectuses, listing particulars, annual reports and accounts, interim reports, proxy cards and dividend or interest vouchers.
class	securities the rights attaching to which are or will be identical and which form a single issue or issues.
class 1 acquisition	a class 1 transaction that involves an acquisition by the relevant listed company or its subsidiary undertaking.
class 1 circular	a circular relating to a class 1 transaction or a transaction which must comply with the requirements of a class 1 transaction 38.
class 1 disposal	a class 1 transaction that consists of a disposal by the relevant listed company or its subsidiary undertaking.
class 1 transaction	a transaction classified as a class 1 transaction under LR 10.
class 2 transaction	a transaction classified as a class 2 transaction under LR 10 .29
class tests	the tests set out in LR 10 Annex 1(and for certain specialist companies, those tests as modified or added to by LR 10.7), which are used to determine how a transaction is to be classified for the purposes of the listing rules.
closed-ended	(in relation to investment entities) an investment company which is not an open-ended investment company.
5closed-ended investment fund	an entity:
	(a)	which is an undertaking with limited liability, including a company, limited partnership, or limited liability partnership; and
	(b)	whose primary object is investing and managing its assets (including pooled funds contributed by holders of its listed securities):
		(i) in property of any description; and
		(ii) with a view to spreading investment risk.
close period	as defined in paragraph 1(a) of the Model Code.
COBS9	the Conduct of Business sourcebook, from 1 November 20079.
3Combined Code	in relation to an issuerthe Combined Code on Corporate Governance published in June 2008 by the Financial Reporting Council.18 18
company	any body corporate.
competent authority	(in relation to the functions referred to in Part VI of the Act):
	(a)	the authority designated under Schedule 8 to the Act (transfer of functions under Part VI (Official listing)) as responsible for performing those functions under the Act; for the time being the FCA in its capacity as such; or
	(b)	an authority exercising functions corresponding to those functions under the laws of another EEA State.
connected client	in relation to a sponsor or securities house, any client of the sponsor or securities house who is:
	(a)	a partner, director, employee or controller (as defined in section 422 of the Act) of the sponsor or securities house or of an undertaking described in paragraph (d);
	(b)	the spouse , civil partner 2or child of any individual described in paragraph (a);
	(c)	a person in his capacity as trustee of a private trust (other than a pension scheme or an employees' share scheme) the beneficiaries of which include any person described in paragraph (a) or (b); or
	(d)	an undertaking which in relation to the sponsor or securities house is a group undertaking.
connected person	as defined in section 96B(2) of the Act.
Consolidated Admissions and Reporting Directive	Directive 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 (No 2001/34/EC).
constitution	memorandum and articles of association or equivalent constitutional document.
contingent liability investment	a derivative under the terms of which the client will or may be liable to make further payments (other than charges, and whether or not secured by margin) when the transaction falls to be completed or upon the earlier closing out of his position.
contract of significance	a contract which represents in amount or value (or annual amount or value) a sum equal to 1% or more, calculated on a group basis where relevant, of:
	(1)	in the case of a capital transaction or a transaction of which the principal purpose or effect is the granting of credit, the aggregate of the group's share capital and reserves; or
	(2)	in other cases, the total annual purchases, sales, payments or receipts, as the case may be, of the group.
36controlling shareholder	as defined in LR 6.1.2A R.
convertible securities	a security which is:
	(1)	convertible into, or exchangeable for, other securities; or
	(2)	accompanied by a warrant 33 or option 33 to subscribe for or purchase other securities. 33 33
deal	a dealing transaction;
dealing	(in accordance with paragraph 2 of Schedule 2 to the Act (Regulated activities)) buying, selling, subscribing for or underwriting investments or offering or agreeing to do so, either as principal or as agent, including, in the case of an investment which is a contract of insurance, carrying out the contract.
debt security	debentures, alternative debentures,19 debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness.7
6deferred bonus	any arrangement pursuant to the terms of which an employee or director may receive a bonus (including cash or any security) in respect of service and/or performance in a period not exceeding the length of the relevant financial year notwithstanding that the bonus may, subject only to the person remaining a director or employee of the group, be receivable by the person after the end of the period to which the award relates.
6defined benefit scheme	in relation to a director, means a pension scheme which is not a money purchase scheme.
depositary	a person that issues certificates representing certain securities that have been admitted to listing 33 or are the subject of an application for admission to listing. 33
7 DEPP	the Decision Procedure and Penalties manual
designated professional body	a professional body designated by the Treasury under section 326 of the Act (Designation of professional bodies) for the purposes of Part XX of the Act (Provision of Financial Services by Members of the Professions); as at 21 June 2001 the following professional bodies have been designated in the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226): (a) The Law Society (England and Wales); (b) The Law Society of Scotland; (c) The Law Society of Northern Ireland; (d) The Institute of Chartered Accountants in England and Wales; (e) The Institute of Chartered Accountants of Scotland; (f) The Institute of Chartered Accountants in Ireland; (g) The Association of Chartered Certified Accountants; (h) The Institute of Actuaries.
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.
disclosure rules16 16	(in accordance with sections 73A(1) and 1673A(3) of the Act) rules relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made. 16
document	any piece of recorded information, including (in accordance with section 417(1) of the Act (Interpretation)) information recorded in any form; in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form.
document viewing facility	a location identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility.
DTR	the Disclosure Rules and Transparency Rules39 sourcebook containing the disclosure rules, transparency rules,39 corporate governance rules and the rules relating to primary information providers.16 39 16 39
39E-Commerce Directive	the Council Directive of 8 June 2002 on legal aspects of information society services, in particular electronic commerce, in the Internal Market (No 2000/31/EC).
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.
7 EG	the Enforcement Guide
employee	an individual:
	(a)	who is employed or appointed by a person in connection with that person's business, whether under a contract of service or for services or otherwise; or
	(b)	whose services, under an arrangement between that person and a third party, are placed at the disposal and under the control of that person;
	but excluding an appointed representative or, where applicable, a tied agent 9 of that person.
employees' share scheme	has the same meaning as in section 116615 of the Companies Act 200615.7 6 6 8 6 6 8
equity security	equity shares and securities convertible into equity shares.
equity share20	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.
6equivalent document	a document containing information equivalent to a prospectus for the purposes of PR 1.2.2R (2) or (3) or PR 1.2.3R (3) or (4).38
38ESMA	European Securities and Markets Authority.
ESMA Prospectus Recommendations40 40	the ESMA update of the CESR recommendations: The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (ESMA/2013/319).40 40
exercise notice	(in relation to securitised derivatives), a document that notifies the issuer of a holder's intention to exercise its rights under the securitised derivative.
exercise price	(in relation to securitised derivatives), the price stipulated by the issuer at which the holder can buy or sell the underlying instrument from or to the issuer.
exercise time	(in relation to securitised derivatives), the time stipulated by the issuer by which the holder must exercise their rights.
expiration date	(in relation to securitised derivatives), the date stipulated by the issuer on which the holder's rights in respect of the securitised derivative ends.
27external management company	has the meaning in PR 5.5.3A R (i.e., in relation to an issuer that is a company which is not a collective investment undertaking, a person who is appointed by the issuer (whether under a contract of service, a contract for services or any other commercial arrangement) to perform functions that would ordinarily be performed by officers of the issuer and to make recommendations in relation to strategic matters).
extraction	(in relation to mineral companies), includes mining, quarrying or similar activities and the reworking of mine tailings or waste dumps.
FCA	the Financial Conduct Authority.
final terms	the document containing the final terms of each issue which is intended to be listed.
financial information table	financial information presented in a tabular form that covers the reporting period set out in LR 13.5.13 R in relation to the entities set out in LR 13.5.14 R, and to the extent relevant LR 13.5.17A R30. 30
group	(1)	except in LR 6.1.4A G, 36LR 6.1.19 R ,LR 6.1.20B G, 36LR 8.7.8R (10),LR 14.2.2 R, LR 14.2.3A G, LR 18.2.8 R and LR 18.2.9A G36, 6an issuer and its subsidiary undertakings (if any); and 12 36
	(2)	in LR 6.1.4A G, 36LR 6.1.19 R, ,LR 6.1.20B G, 36LR 8.7.8R (10), 6LR 14.2.2 R, LR 14.2.3A G, LR 18.2.8 R and LR 18.2.9A G36as defined in section 421 of the Act. 12 36
guarantee	(in relation to securitised derivatives), either:
	(1)	a guarantee given in accordance with LR 19.2.2 R (3)(if any); or
	(2)	any other guarantee of the issue of securitised derivatives.
guidance	guidance given by the FCA under the Act.
Handbook	the FCA's Handbook of rules and guidance.28
28holding company	(as defined in section 1159(1) of the Companies Act 2006 (Meaning of "subsidiary" etc) (in relation to another body corporate ("S")) a body corporate which:
	(a)	holds a majority of the voting rights in S; or
	(b)	is a member of S and has the right to appoint or remove a majority of its board of directors; or
	(c)	is a member of S and controls alone, under an agreement with other shareholders and members, a majority of the voting rights in S.
Home Member State or Home 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 Member State or Host State	(as defined in Article 2.1(n) of the prospectus directive) the State where an offer to the public is made or admission to trading is sought, when different from the home Member State.
IAS	International Accounting Standards.39
36independent director	a director whom a new applicant or listed company has determined to be independent under the UK Corporate Governance Code.
36independent shareholder	any person entitled to vote on the election of directors of a listed company that is not a controlling shareholder of the listed company.
39information society service	an information society service, as defined by article 2(a) of the E-Commerce Directive and article 1(2) of the Technical Standards and Regulations Directive (98/34/EC), which is in summary any service normally provided for remuneration, at a distance, by means of electronic equipment for the processing (including the digital compression) and storage of data at the individual request of a service recipient.
inside information	as defined in section 118C of the Act.
insider list	a list of persons with access to inside information as required by DTR 2.8.1 R.
intermediaries offer	a marketing of securities already or not yet in issue, by means of an offer by, or on behalf of, the issuer to intermediaries for them to allocate to their own clients.
International Accounting Standards	international accounting standards within the meaning of EC Regulation No 1606/2002 of the European Parliament and of the Council of 19 July 2002 as adopted from time to time by the European Commission in accordance with that Regulation.
in the money	(in relation to securitised derivatives):
	(a)	where the holder has the right to buy the underlying instrument or instruments from the issuer, when the settlement price is greater than the exercise price; or
	(b)	where the holder has the right to sell the underlying instrument or instruments to the issuer, when the exercise price is greater than the settlement price.5
10investment entity	an entity whose primary object is investing and managing its assets with a view to spreading or otherwise managing investment risk.
investment manager	a person who, on behalf of a client, manages investments and is not a wholly-owned subsidiary of the client.5 5
investment trust	a company which: 40
	(a)	is approved by the Commissioners for HM Revenue and Customs33 under sections 1158 and 1159 of the Corporation Tax Act 201040 (or, in the case of a newly formed company, has declared its intention to conduct its affairs so as to obtain such approval); or 33 40
	(b)	is resident in an EEA State other than the United Kingdom and would qualify for such approval if resident in the United Kingdom.
issuer	any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing 33 or is the subject of an application for admission to listing 33. 33 33
29limited liability partnership	(a) a body corporate incorporated under the Limited Liability Partnerships Act 2000; (b) a body corporate incorporated under legislation having the equivalent effect to the Limited Liability Partnerships Act 2000.
list of sponsors	the list of sponsors maintained by theFCA in accordance with section 88(3)(a) of the Act.
listed	admitted to the official list maintained by the FCA in accordance with section 74 of the Act.
listed company	a company that has any class of its securities listed.
listing particulars	(in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules.
listing rules	(in accordance with sections 73A(1) and 1673A(2) of the Act) rules 16relating to admission to the official list. 16 16
London Stock Exchange	London Stock Exchange Plc.
long-term incentive scheme	any arrangement (other than a retirement benefit plan, a deferred bonus or any other arrangement that is an element of an executive director's remuneration package) which may involve the receipt of any asset (including cash or any security) by a director or employee of the group:
	(1)	which includes one or more conditions in respect of service and/or performance to be satisfied over more than one financial year; and
	(2)	pursuant to which the group may incur (other than in relation to the establishment and administration of the arrangement) either cost or a liability, whether actual or contingent.
LR	the sourcebook containing the listing rules.29
MAD	Market Abuse Directive.
major subsidiary undertaking	a subsidiary undertaking that represents 25% or more of the aggregate of the gross assets or profits (after deducting all charges except taxation) of the group.
Market Abuse Directive	Directive of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (No 2003/6/EC).
member	(in relation to a profession) a person who is entitled to practise that profession and, in practising it, is subject to the rules of the relevant designated professional body, whether or not he is a member of that body.
mineral company	a company or group, whose principal activity is, or is planned to be, the extraction of mineral resources (which may or may not include exploration for mineral resources).
mineral expert's report	a competent person's36 report prepared in accordance with paragraph 133 of36 the ESMA Prospectus Recommendations.40 CESR recommendations 30 40
mineral resources	include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal.
miscellaneous securities20	securities which are not:
	(a)	shares; or
	(b)	debt securities; or
	(c)	asset backed securities; or
	(d)	certificates representing debt securities; or
	(e)	convertible securities which convert to debt securities; or
	(f)	convertible securities which convert to equity securities; or
	(g)	convertible securities which are exchangeable for securities of another company; or
	(h)	certificates representing certain securities; or
	(i)	securitised derivatives.
Model Code	the Model Code on directors' dealings in securities set out in LR 9 Annex 1.
30modified report 30	an accountant's or 30auditor's report:
	(a)	in which the opinion is modified; or30 30
	(b)	which contains an emphasis-of-matter paragraph.30 30
6money purchase scheme	in relation to a director, means a pension scheme under which all of the benefits that may become payable to or in respect of the director are money purchase benefits.
net annual rent	(in relation to a property) the current income or income estimated by the valuer:
	(1)	ignoring any special receipts or deductions arising from the property;
	(2)	excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and
	(3)	after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent.
new applicant	an applicant that does not have any class of its securities already listed.
non-EEA State	a country or state that is not an EEA State.
OECD state guaranteed issuer	an issuer of debt securities whose obligations in relation to those securities33 have been guaranteed by a member state of the OECD. 33
offer	an offer of transferable securities to the public.
offer for sale	an invitation to the public by, or on behalf of, a third party to purchase securities of the issuer already in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).
offer for subscription	an invitation to the public by, or on behalf of, an issuer to subscribe for securities of the issuer not yet in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).
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.
offeror	(a)	in LR 5.2.10 R to LR 5.2.11D R36, an offeror as defined in the Takeover Code; and
	(b)	elsewhere in LR, a person 36who makes an offer of transferable securities to the public. 36
official list	the list maintained by the FCA in accordance with section 74(1) of the Act for the purposes of Part VI of the Act.
open-ended investment company33 33	as defined in section 236 of the Act (Open-ended investment companies).
open offer	an invitation to existing securities holders to subscribe or purchase securities in proportion to their holdings, which is not made by means of a renounceable letter (or other negotiable document).31
31operational objectives	as defined in section 1B(3) of the Act.
option	the investment, specified in article 83 of the Regulated Activities Order (Options), which is an option to acquire or dispose of: (a) a designated investment (other than a P2P agreement,37 an option); or (b) currency of the United Kingdom or of any other country or territory; or (c) palladium, platinum, gold or silver; or (d) an option to acquire or dispose of an option specified in (a), (b) or (c).
overseas	outside the United Kingdom.
overseas company	a company incorporated outside the United Kingdom.
overseas investment exchange	an investment exchange which has neither its head office nor its registered office in the United Kingdom.
parent undertaking	as defined in section 116215 of the Companies Act 200615. 6 6 8 6 6 8
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
percentage ratio	(in relation to a transaction) the figure, expressed as a percentage, that results from applying a calculation under a class test 22 to the transaction. 22
person	(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership).
person discharging managerial responsibilities	as defined in section 96B(1) of the Act.
person exercising significant influence	in relation to a listed company, a person or entity which exercises significant influence over that listed company. 6
placing	a marketing of securities already in issue but not listed or not yet in issue, to specified persons or clients of the sponsor or any securities house assisting in the placing, which does not involve an offer to the public or to existing holders of the issuer's securities generally.
PR	the sourcebook containing the Prospectus Rules.
preference share	a share conferring preference as to income or return of capital which does not form part of the equity share capital of a company. 20
16premium listing	(a)	in relation to equity shares 20 (other those of a closed-ended investment fund or of an open-ended investment company), means a listing where the issuer is required to comply with those requirements in LR 6 (Additional requirements for premium listing (commercial company)) and the20 other requirements in the listing rules that are expressed to apply to such securities with a premium listing;
	(b)	in relation to equity shares 20 of a closed-ended investment fund, means a listing where the issuer is required to comply with the requirements in LR 15 (Closed-Ended Investment Funds: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing;
	(c)	in relation to equity shares 20 of an open-ended investment company, means a listing where the issuer is required to comply with LR 16 (Open-ended investment companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing.
premium listing (commercial company)	a premium listing of equity shares 21 (other than those of a closed-ended investment fund or of an open-ended investment company). 21
premium listing (investment company)	a premium listing of equity shares 21 of a closed-ended investment fund or of an open-ended investment company.39 21
39primary information provider	a person approved by the FCA under section 89P of the Act.
probable reserves	(1)	in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which are not yet proven but which, on the available evidence and taking into account technical and economic factors, have a better than 50% chance of being produced; and
	(2)	in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured and/or indicated mineral resources, which are not yet proven but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination and under specified economic conditions.
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.
prohibited period	as defined by paragraph 1(e) of33the Model Code. 33
property	freehold, heritable or leasehold property.
property company	a company primarily engaged in property 33 activities including: 33
	(1)	the holding of properties (directly or indirectly) for letting and retention as investments;
	(2)	the development of properties for letting and retention as investments;
	(3)	the purchase and development of properties for subsequent sale; or
	(4)	the purchase of land for development properties for retention as investments.5
property valuation report	a property valuation report prepared by an independent expert in accordance with:6 6
	(1)	for an issuer incorporated in the United Kingdom, the Channel Islands or the Isle of Man, the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or6
	(2)	for an issuer incorporated in any other place, either the standards referred to in paragraph (1) of this definition or the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee.6
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.33 33
proven reserves	(1)	in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which, on the available evidence and taking into account technical and economic factors, have a better than 90% chance of being produced; and
	(2)	in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination, and under specified economic conditions.
public international body	the African Development bank, the Asian Development Bank, the Caribbean Development Bank, the Council of Europe Development Bank6, the European Atomic Energy Community, the European Bank for Reconstruction and Development, the European Company for the Financing of Railroad Stock, the EU,17 the European Investment Bank, the Inter-American Development bank, the International Bank for Reconstruction and Development, the International Finance Corporation, the International Monetary Fund, the Nordic Investment bank. 6 17 17
public sector issuer	states and their regional and local authorities, state monopolies, state finance organisations, public international bodies, statutory bodies and OECD state guaranteed issuers.
recognised scheme	a scheme recognised under:
	(a)	section 264 of the Act (Schemes constituted in other EEA States); or
	(b)	[deleted]35 35
	(c)	section 272 of the Act (Individually recognised overseas schemes).
registration document	a registration document referred to in PR 2.2.2 R.
Regulated Activities Order	the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544).9
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 -33 in the system and in accordance with its non-discretionary rules -33in 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.9 [Note: article 4(1)(14) of MiFID]33
regulatory information service or RIS	(a) a primary information provider; or (b) an incoming information society service that has its establishment in an EEA State other than the United Kingdom and that disseminates regulated information in accordance with the minimum standards set out in article 12 of the TD implementing Directive.41 (c) [deleted]41 39 39 41 41
related party	as defined in LR 11.1.4 R.
related party circular	a circular relating to a related party transaction.
related party transaction	as defined in LR 11.1.5 R.
retail securitised derivative	a securitised derivative which is not a specialist securitised derivative; in this definition, a "specialist securitised derivative" is a securitised derivative which, in accordance with the listing rules, is required to be admitted to listing with a clear statement on any disclosure document that the issue is intended for a purchase by only investors who are particularly knowledgeable in investment matters.
reverse takeover	a transaction classified as a reverse takeover under LR 5.6.28 28
RIE	recognised investment exchange.
rights issue	an offer to existing security holders to subscribe or purchase further securities in proportion to their holdings made by means of the issue of a renounceable letter (or other negotiable document) which may be traded (as “nil paid” rights) for a period before payment for the securities is due.
rule	(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FCA under the Act, including: (a) a Principle; and (b) an evidential provision.
schedule33 33	(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.
scientific research based company	a company primarily involved in the laboratory research and development of chemical or biological products or processes or any other similar innovative science based company.
securities note	a securities note referred to in PR 2.2.2 R.
securitised derivative	an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences 33 which is also a debenture). 33
security	(in accordance with section 102A of the Act) anything which has been, or may be admitted to the official list.
settlement price	(in relation to securitised derivatives), the reference price or prices of the underlying instrument or instruments stipulated by the issuer for the purposes of calculating its obligations to the holder.
shadow director	as in sub-paragraph (b) of the definition of director in section 417(1) of the Act.
share	(in accordance with section 540(1)15 of the Companies Act 200615) a share in the share capital of a company, and includes: 6 6 8 15 6 6 8 15
	(a)	stock (except where a distinction between shares and stock is express or implied); and
	(b)	preference shares.
specialist investor	an investor who is particularly knowledgeable in investment matters.
specialist securities	securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specialist securitised derivative	a securitised derivative which because of its nature is normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specified investment	any of the following investments specified in Part III of the Regulated Activities Order (Specified Investments):
	(a)	deposit (article 74);
	(aa)	electronic money (article 74A);
	(b)	contract of insurance (article 75); for the purposes of the permission regime, this is sub-divided into: (i) general insurance contract; (ii) long-term insurance contract;
		and then further sub-divided into classes of contract of insurance;
	(c)	share (article 76);
	(d)	debenture (article 77);19
	(da)	alternative debenture (article 77A);19
	(e)	government and public security (article 78);
	(f)	warrant (article 79);
	(g)	certificate representing certain securities (article 80);
	(h)	unit (article 81);
	(i)	stakeholder pension scheme (article 82);24
	24(ia)	emissions auction product (article 82A);
	(j)	option (article 83); for the purposes of the permission regime, this is sub-divided into: (i) option (excluding a commodity option and an option on a commodity future); (ii) commodity option and an option on a commodity future;
	(k)	future (article 84); for the purposes of the permission regime, this is sub-divided into: (i) future (excluding a commodity future and a rolling spot forex contract); (ii) commodity future; (iii) rolling spot forex contract;
	(l)	contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into: (i) contract for differences (excluding a spread bet and a rolling spot forex contract); (ii) spread bet; (iii) rolling spot forex contract;
	(m)	underwriting capacity of a Lloyd's syndicate (article 86(1));
	(n)	membership of a Lloyd's syndicate (article 86(2));
	(o)	funeral plan contract (article 87);
	(oa)	regulated mortgage contract (article 61(3);
23	(ob)	home reversion plan (article 63B(3));
23	(oc)	home purchase plan (article 63F(3));
23	(od)	regulated sale and rent back agreement (article 63J(3));
	(p)	rights to or interests in investments (article 89).
sponsor	a person approved, under section 88 of the Act by the FCA, as a sponsor.38
38sponsor declaration	a declaration submitted by a sponsor to the FCA as required under LR 8.4.3 R (Application for listing), LR 8.4.9 R (Further application for listing), LR 8.4.13 R (Production of circular) or LR 8.4.14 R (Transfer between listing category).
12sponsor service	a service relating to a matter referred to in LR 8.2 that a sponsor provides or is requested or appointed to provide including32 preparatory work that a sponsor may undertake before a decision is taken as to whether or not it will act as sponsor for a listed 32 company or applicant 33 or in relation to a particular transaction, and including all the sponsor's communications with the FCA 33 in connection with the service32. But nothing in this definition is to be taken as requiring a sponsor when requested32 to agree to act as a sponsor for a company or in relation to a transaction. 32 32 33
standard listing	in relation to securities, means a listing that is not a premium listing.
20 standard listing (shares)	a standard listing of shares other than preference shares that are specialist securities.
state finance organisation	a legal person other than a company:
	(1)	which is a national of an EEA State;
	(2)	which is set up by or pursuant to a special law;
	(3)	whose activities are governed by that law and consist solely of raising funds under state control through the issue of debt securities;
	(4)	which is financed by means of the resources they have raised and resources provided by the EEA State; and
	(5)	the debt securities issued by it are considered by the law of the relevant EEA State as securities issued or guaranteed by that state.
state monopoly	a company or other legal person which is a national of an EEA State and which:
	(1)	in carrying on its business benefits from a monopoly right granted by an EEA state; and
	(2)	is set up by or pursuant to a special law or whose borrowings are unconditionally and irrevocably guaranteed by an EEA state or one of the federated states of an EEA state.
subsidiary undertaking	as defined in section 116215 of the Companies Act 200615. 6 6 8 15 6 6 8 15
substantial shareholder	as defined in LR 11.1.4A R.25 6 6 25
summary	(in relation to a prospectus) the summary included in the prospectus.
SUP	the Supervision manual.
supplementary listing particulars	(in accordance with section 81(1) of the Act), supplementary listing particulars containing details of the change or new matter.
supplementary prospectus	a supplementary prospectus containing details of a new factor, mistake or inaccuracy.
Takeover Code	the City Code on Takeovers and Mergers issued by the Takeover Panel.
target	the subject of a class 1 transaction or reverse takeover 28.
tender offer	an offer by a company to purchase all or some of a class of its listed equity securities at a maximum or fixed price (that may be established by means of a formula) that is: 20
	(1)	communicated to all holders of that class by means of a circular or advertisement in two national newspapers;
	(2)	open to all holders of that class on the same terms for at least 7 days; and
	(3)	open for acceptance by all holders of that class pro rata to their existing holdings.25
25trading day	a day included in the calendar of trading days published by the FCA at www.fca.org.uk.33 33
14trading plan	a written plan between a restricted person and an independent third party which sets out a strategy for the acquisition and/or disposal of securities by a specified person and: (a) specifies the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in; or (b) gives discretion to that independent third party to make trading decisions about the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in; or (c) includes a written formula or algorithm, or computer program, for determining the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in.
transferable security	(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID 9, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months. 9
26transparency rules	in accordance with sections 73A(1) and 89A of the Act, rules relating to the notification and dissemination of information in respect of issuers of transferable securities and relating to major shareholdings.
treasury shares	shares which meet the conditions set out in paragraphs (a) and (b) of subsection 724(5) of the Companies Act 2006.15 6 6 8 6 6 8 15
trust deed	a trust deed or equivalent document securing or constituting debt securities.
UK	United Kingdom.
18 UK Corporate Governance Code	the UK Corporate Governance Code published in September 201442 by the Financial Reporting Council. 40 40 40
underlying instrument	(in relation to securitised derivatives) means either:
	(1)	if the securitised derivative is an option or debt security with the characteristics of an option, any of the underlying investments listed in article 83 of the Regulated Activities Order; or
	(2)	if the securitised derivative is a contract for differences or debt security with the characteristics of a contract for differences, any factor by reference to which a profit or loss under article 85 of the Regulated Activities Order can be calculated.
unrecognised scheme	a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme or an authorised contractual scheme.34
vendor consideration placing	a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition.
venture capital trust	a company which is, or which is seeking to become, approved as a venture capital trust under section 842AA of the Income and Corporation Taxes Act 1988.
warrant	the investment, specified in article 79 of the Regulated Activities Order (Instruments giving entitlements to investments), which is in summary: a warrant or other instrument entitling the holder to subscribe for a share, debenture, alternative debenture 19 or government and public security.

CASS 7.11.27G01/06/2015

Money held as client money becomes due and payable to the firm or for the firm's own account, for example, because the firm acted as principal in the contract or the firm, acting as agent, has itself paid for securities in advance of receiving the purchase money from its client. The circumstances in which it is due and payable will depend on the contractual arrangement between the firm and the client.

COLL 4.2.5R28/02/2014

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, ACS 21 or an AUT;17
	3(ba)	whether it is a UCITS scheme or a non-UCITS retail scheme;
	17(bb)	a statement that unitholders in an AUT, ICVC or co-ownership scheme 21 are not liable for the debts of the authorised fund;21
	(bc)	a statement that the scheme property of a co-ownership scheme is beneficially owned by the participants as tenants in common (or, in Scotland, is the common property of the participants);21
	(bd)	a statement that a unitholder in a limited partnership scheme is not liable for the debts or obligations of the limited partnership scheme beyond the amount of the scheme property which is available to the authorised contractual scheme manager to meet such debts or obligations, provided that the unitholder does not take part in the management of the partnership business;21
	(be)	a statement that the exercise of rights conferred on limited partners by FCA rules does not constitute taking part in the management of the partnership business;21
	(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;
	(ca)	for an ACS that is a limited partnership scheme, the address of the proposed principal place of business of the limited partnership scheme;21
	(d)	the effective date of the authorisation order made by the FCA 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; 18
	(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; and18 17
	18(h)	if it is not an umbrella, a statement that it is a feeder UCITS, a feeder NURS, a fund of alternative investment funds or a property authorised investment fund22, where that is the case. 22
Umbrella ICVCs or co-ownership schemes21
2A	The following statements for an ICVC or a co-ownership scheme which is an umbrella:21 21
	(a)	for an ICVC, a statement that21its sub-funds are segregated portfolios of assets and, accordingly, the assets of a sub-fund belong exclusively to that sub-fund and shall not be used to discharge directly or indirectly the liabilities of, or claims against, any other person or body, including the umbrella, or any other sub-fund, and shall not be available for any such purpose; 21
	(aa)	for a co-ownership scheme, a statement that the property subject to a sub-fund is beneficially owned by the participants in that sub-fund as tenants in common (or, in Scotland, is the common property of the participants in that sub-fund) and must not be used to discharge any liabilities of, or meet any claims against, any person other than the participants in that sub-fund; and21
	(b)	for an ICVC or a co-ownership scheme, a statement that21 while the provisions of the OEIC Regulations, and section 261P (Segregated liability in relation to umbrella co-ownership schemes) of the Act in the case of co-ownership schemes,21 provide for segregated liability between sub-funds, the concept of segregated liability is relatively new. Accordingly, where claims are brought by local creditors in foreign courts or under foreign law contracts, it is not yet known how those foreign courts will react to regulations 11A and 11B of the OEIC Regulations or, as the case may be, section 261P of the Act.21 18
18Umbrella Schemes
182B	For a UCITS scheme or non-UCITS retail scheme which is an umbrella, a statement detailing whether each specific sub-fund is a feeder UCITS, a feeder NURS,22 a fund of alternative investment funds or a property authorised investment fund22, as appropriate. 22
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;22
	22(ca)	for an authorised fund that has indicated in its name, investment objectives or fund literature (including in any financial promotions for the fund), through use of descriptions such as 'absolute return', 'total return' or similar, an intention to deliver positive returns in all market conditions (and where there is no actual guarantee of such returns), additional statements in the authorised fund's investment objectives specifying:
		(i)	that capital is in fact at risk;
		(ii)	the investment period over which the authorised fund aims to achieve a positive return; and
		(iii)	there is no guarantee that this will be achieved over that specific, or any, time period;
	(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 (other than a feeder UCITS or a feeder NURS)18,16 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; 16 18
	(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, short-term money market fund or money market fund, 15a statement identifying it as such a fund 15and a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund, short-term money market fund or money market fund, as appropriate;15 15
	(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; 16
	(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); and16
	16(t)	for a UCITS scheme that is or is intended to be a master UCITS, a statement that it is not a feeder UCITS and will not hold units of a feeder UCITS.
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 fund 23 provides for the issue of bearer certificates, that fact and what procedures will operate for them; 23
	(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.
215A	ACSs: UCITS and NURS eligible investors
	(a)	A statement that units may not be issued to a person other than a:
		(i)	professional ACS investor; or
		(ii)	large ACS investor; or
		(iii)	person who already holds units in the scheme.
	(b)	A statement that the authorised contractual scheme manager must redeem units as soon as practicable after becoming aware that those units are vested in anyone (whether as a result of subscription or transfer of units) other than a person meeting the criteria in paragraph 5A(a).
215B	ACSs: UCITS and NURS transfer of units
	(a)	A statement whether the transfer of units in the ACS scheme is either:
		(i)	prohibited; or
		(ii)	allowed;
		by the instrument constituting the fund 23 and prospectus. 23
	(b)	Where transfer of units is allowed by the instrument constituting the fund 23 and prospectus in accordance with (a)(ii), a statement that units may only be transferred in accordance with the conditions specified by FCA rules, including that units may not be transferred to a person other than a: 23
		(i)	professional ACS investor; or
		(ii)	large ACS investor; or
		(iii)	person who already holds units in the scheme.
	(c)	For a co-ownership scheme which is an umbrella, a statement in accordance with (5B)(a)(i) or (ii) and, where appropriate, a statement in accordance with (5B)(b), must also be made for the sub-funds. Where individual sub-funds have differing policies in relation to transfer of units, separate statements are required.
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;
	21(ca)	in the case of an ACS, a summary of the material provisions of the contracts between:
		(i)	the authorised fund manager and the nominated partner (if any); and
		(ii)	the authorised fund manager and 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 authorised fund manager 21 of the AUTor ACS 21 is a member, that fact; 21
	(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)	a list of:16 16
		16(i)	the functions which the authorised fund manager has delegated in accordance with FCA rules or, for an EEA UCITS management company, in accordance with applicable Home State measures implementing article 13 of the UCITS Directive; and
		16(ii)	the person to whom such functions have been delegated; 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 fund 23 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. 23
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 depositary of an AUT or ACS 21 (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); 21
	(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 13COLL 6.2.18 R13 (Limited issue);
	(g)	the circumstances and procedures for the limitation or deferral of redemptions in accordance with 13COLL 6.2.19 R13 (Limited redemption) or 13COLL 6.2.21 R13 (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)	[deleted]22 22
	(2)	no body corporate may seek to obtain or intentionally maintain a holding of more than19 10% of the net asset value of the fund; and 19
	(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.
18
18	18
General information
23	Details of:
	(a)	the address at which copies of the instrument constituting the fund,23 any amending instrument and the most recent annual and half-yearly long reports may be inspected and from which copies may be obtained; 23
	(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.16
16Information on a feeder UCITS
1625A	In the case of a feeder UCITS, the following information:
	(a)	a declaration that the feeder UCITS is a feeder of a particular master UCITS and as such permanently invests at least 85% in value of the scheme property in units of that master UCITS;
	(b)	the investment objective and policy, including the risk profile; and whether the performance records of the feeder UCITS and the master UCITS are identical, or to what extent and for which reasons they differ, including a description of how the balance of the scheme property which is not invested in units of the master UCITS is invested in accordance with COLL 5.8.3 R (Balance of scheme property: investment restrictions on a feeder UCITS);
	(c)	a brief description of the master UCITS, its organisation, its investment objective and policy, including the risk profile, and an indication of how the prospectus of the master UCITS may be obtained;
	(d)	a summary of the master-feeder agreement or where applicable, the internal conduct of business rules referred to in COLL 11.3.2 R (2) (Master-feeder agreement and internal conduct of business rules);
	(e)	how the unitholders may obtain further information on the master UCITS and the master-feeder agreement;
	(f)	a description of all remuneration or reimbursement of costs payable by the feeder UCITS by virtue of its investment in units of the master UCITS, as well as the aggregate charges of the feeder UCITS and the master UCITS; and
	(g)	a description of the tax implications of the investment into the master UCITS for the feeder UCITS.
[Note: article 63(1) of the UCITS Directive]18
18Information on a feeder NURS
1825B	In the case of a feeder NURS, the following information:
	(a)	a declaration that the feeder NURS is a feeder of a particular qualifying master scheme and as such is dedicated to units in a single qualifying master scheme and the minimum (and, if relevant, maximum) investment that the feeder NURS may make in its qualifying master scheme;
	(b)	the investment objective and policy of the feeder NURS, including its risk profile; and whether the performance records of the feeder NURS and the qualifying master scheme are identical, or to what extent and for which reasons they differ, including a description of how the balance of the scheme property which is not invested in units of the qualifying master scheme is invested in accordance with COLL 5.6.7 R (6A) (Spread: general);
	(c)	a brief description of the qualifying master scheme, its organisation, its investment objective and policy, including the risk profile, and an indication of how the prospectus of the qualifying master scheme may be obtained;
	(d)	how the unitholders may obtain further information on the qualifying master scheme;
	(e)	a description of all remuneration or reimbursement of costs payable by the feeder NURS by virtue of its investment in units of the qualifying master scheme, as well as the aggregate charges of the feeder NURS and the qualifying master scheme; and
	(f)	a description of the tax implications of the investment into the qualifying master scheme for the feeder NURS.

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 fund 23 and amendments to it, the prospectus and the annual and half-yearly long report; and 23
		(iv)	for making public the price of units of each class; and
	(b)	how the ICVC or the authorised fund manager of an AUT or ACS 21 will publish in that EEA State notice: 21
		(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 authorised fund manager of an AUT or ACS, or which the directors or authorised fund manager 21 would have obtained by making reasonable enquiries, including but not confined to, the following matters: 21
	(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.

[Note: A transitional provision applies to row 3(ca) of this table: see COLL TP 1.28.]22

TC App 4.1.1E04/12/2015

5 10 6 7 8 9

Part 1: Activities

Note: The activity numbers in this table relate to the activities14 in TC App 1.1.1 R. These tables do not cover activities 1, 5, 13A, 13B, 13C, 20A, 21B,14 24, 25 or 26 as these activities do not have a qualification requirement.

Activity Number	Activity	Key - extent to which qualification meets qualification requirement
2	Advising on securities which are not stakeholder pension schemes, personal pension schemes or broker funds	(a)	Meets full qualification requirement on and after, 31 December 2012
3	Advising on derivatives	(a)
4 and 6	(4) Advising on retail investment products which are not broker funds and (6) advising on friendly society tax-exempt policies (other than Holloway sickness policies where the Holloway policy special application conditions are met)	(b)	Meets full qualification requirement until 31 December 2012. On and after 31 December 2012 this must be combined with qualification gap-fill. This gap-fill constitutes additional structured continuing professional development, which need not be by examination, completed and verified by an accredited body
12	Advising on and dealing in securities which are not stakeholder pension schemes, personal pension schemes or broker funds
13	Advising on and dealing in derivatives

Activity Number	Activity	Key - extent to which qualification meets qualification requirement
7	Advising on long-term care insurance contracts	1 or (2 + 3) or (4 + 5 + 6)	Meets full qualification requirement
8	Advising on investments in the course of corporate finance business
9	Advising on syndicate participation at Lloyd's
11	Undertaking the activity of a pension transfer specialist
14 and 10	Managing investments and/or undertaking the activity of a broker fund adviser
15	Overseeing on a day to day basis operating a collective investment scheme or undertaking activities of a trustee or depositary of a collective investment scheme
16	Overseeing on a day to day basis safeguarding and administering investments or holding client money
17	Overseeing on a day to day basis administrative functions in relation to managing investments: (i) arranging settlement; (ii) monitoring and processing corporate actions; (iii) client account administration, liaison and reporting including valuation and performance measurement; (iv) ISA or CTF administration; (v) Investment trust savings scheme administration.
18	Overseeing on a day to day basis administrative functions in relation to effecting or carrying out contracts of insurance which are life policies: (i) new business administration; (ii) policy alterations including surrenders and policy loans; (iii) preparing projections; (iv) processing claims, including pension payments; (v) fund switching	1 or (2 + 3) or (4 + 5 + 6)	Meets full qualification requirement
19	Overseeing on a day to day basis administrative functions in relation to the operation of stakeholder pension schemes: (i) new business administration; (ii) receipt of or alteration to contributions; (iii) preparing projections and annual statements; (iv) administration of transfers; (v) handling claims, including pension payments; (vi) fund allocation and switching.
20	Advising on a regulated mortgage contract for a non-business purpose; or Arranging (bringing about) an execution-only sale of a regulated mortgage contract for a non-business purpose, excluding variations to an existing regulated mortgage contract, except where the effect is to change all or part of the regulated mortgage contract from one interest rate to another14
21	Advising on equity release transactions; or Arranging (bringing about) an execution-only sale of an equity release transaction, excluding variations to an existing equity release transaction, except where the effect is to change all or part of the equity release transaction from one interest rate to another14
1421A	Designing scripted questions for an execution-only sale of a regulated mortgage contract for a non-business purpose
22	Designing scripted questions for an execution-only sale of an 14 equity release transaction 14 14
23	Overseeing non-advised sales on a day-to-day basis of equity release transactions

Part 2: Appropriate Qualifications Tables

Note: A qualification is deemed an appropriate qualification if it appears in this table and is attained within the relevant time period, where one is indicated by the dates set out in the qualification column.18

Qualification provider	Qualification	Activity Number(s)	Key
ACI The Financial Markets Association	ACI Diploma (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)	2, 3, 12, 13	a
	ACI Dealing Certificate when combined with Chartered Institute of Securities and Investment (CISI) Introduction to Securities and Investments and one of the Regulatory units of the Investment Operations Certificate (IOC)	15, 17	4
	ACI Operations Certificate when combined with Chartered Institute of Securities and Investment (CISI) Introduction to Securities and Investments and one of the Regulatory units of the Investment Operations Certificate (IOC)	15, 17	4
Association of Accounting Technicians	Member	15, 16, 17, 18, 19	4
Association of Certified International Investment Analysts (ACIIA)	CIIA qualification (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)	2, 3, 12, 13	a
	Certified International Investment Analyst (CIIA)	14 and 10	2
Association of Chartered Certified Accountants	Member or Affiliate	8	1
Association of Chartered Certified Accountants	Fellow or Associate	15, 16, 17, 18, 19	4
Association of Corporate Treasurers	MCT Advanced Diploma (Member or Fellow) or AMCT Diploma in Treasury (Associate Member)16 16	15, 16, 17, 18, 19	4
Association of International Wealth Management (AIWM)	Certified International Wealth Manager Diploma (CIWM)	2, 3, 12, 13	a
Association of International Wealth Management (AIWM)	Certified International Wealth Manager Diploma (CIWM)	14 and 10	1
Blackburn College - University Centre	Foundation Degree Award in Financial Services	4 and 6	a
Bournemouth University	BA in Financial Services (1995 to 2001)	4 and 6	b
	MA in Financial Services (1995 to 2001)
	Post Graduate in Financial Services (1995 to 2001)
18Calibrand / Chartered Institute of Bankers in Scotland	Diploma in Professional Financial Advice (Post 30/4/2014)	4 and 6	a11
Calibrand / Scottish Qualifications Authority	Diploma in Professional Financial Advice(Pre 1/8/2018)18	4 and 6	a
Calibrand / Scottish Qualifications Authority	Diploma in Professional Financial Advice (NMBA - Alternative Assessment method)	4 and 6	a
15Canadian Securities Institute	Canadian Securities Course (CSC) and Conduct and Practices Handbook Course (CPH) - must include a pass in both modules (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation) - both courses must be completed	2, 12	b
	Canadian Securities Course (CSC), Conduct and Practices Handbook (CPH), the Futures Licensing Course (FLC), the Derivatives Fundamentals Course (DCF) and the Options Licensing Course (OLC) - must include a pass in all modules (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation) - all courses must be completed	3, 13	b
	Canadian Securities Course (CSC), Conduct and Practices Handbook (CPH), the Futures Licensing Course (FLC) and the Derivatives Fundamentals and Options Licensing Course (DFOL) - must include a pass in all modules (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation) - all courses must be completed	3, 13	b
CASS Business School	MSC in Banking and International Finance (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)	2, 3, 12, 13	a
CASS Business School	12MSC in Investment Management pre 2003 syllabus (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation)	2, 3, 12, 13	b16
16CFA Institute	Claritas Investment Certificate	15, 16, 17,18, 19	4
CFA Institute and the CFA Society of the UK	Level 1 of CFA Program plus Investment Management Certificate (Level 4)12 12	2, 3, 12, 13	a
	Completion of CFA Program plus Investment Management Certificate Unit 1: The investment environment (Level 4)12 12	2, 3, 12, 13	a
	Holder of Associate qualification (associate member)12 12	2, 3, 12, 13	b
	Level 1 of CFA Program plus Investment Management Certificate (Level 3)12 12
	Completion of CFA Program plus Investment Management Certificate Unit 1: UK Regulation and Markets (level 3)12 12
	Holder of Associate qualification (Fellow)12 12
	CFA Program (Level 1)	14 and 10	2
	Fellow or Associate by examination	8	1
		14 and 10	1
		15, 16, 17, 18, 19	4
	Investment Management Asset Allocation Qualification13 12 12	14 and 10	2
	Investment Regulation and Practice Paper of the Associate Examination	15, 16, 17	5
CFA Society of UK (Formerly the UK Society of Investment Professionals/ Institute of Investment Management and Research (IIMR))	Investment Management Certificate (Level 4) plus other qualifications that meet specialist standards for advising on securities 12	2, 12	a
	Investment Management Certificate (Level 4) plus other qualifications that meet specialist standards for advising on packaged products 12	4 and 6
	Investment Management Certificate (Level 4) plus other qualifications that meet specialist standards for advising on derivatives 12	3, 13
	Investment Management Certificate (Level 3 or 4)12 12	8	1
		15, 16, 17, 18, 19	4
		15, 16, 17	5
		14 and 10	1
	Investment Practice Paper (Unit 2) of Investment Management Certificate (Level 3 or 4)12 12	14 and 10	2
	12	8	2
	Investment Management Certificate Unit 1: UK Regulation and Markets (Level 3) or Investment Management Certificate Unit 1: The Investment Environment (Level 4)12 12	8	3
		15, 16, 17, 19	5
		18	6
	12	14 and 10	3
Chartered Alternative Investment Analysis Association (CAIA)	CAIA Level 1 (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation)	2, 12	b
Chartered Institute of Bankers in Ireland	Fellow or Associate	15, 16, 17, 18, 19	4
Chartered Institute of Bankers in Scotland	Diploma in Investment Planning (Existing Adviser) (18Post 2010 examination standards and Pre 1/6/2015)18	4 and 6	a
	Diploma in Investment Planning (New Adviser) (18Post 2010 examination standards and Pre 1/6/2015)18
	Diploma in Investment Planning (Retail Banking) (New Adviser) (18Post 2010 examination standards and Pre 1/6/2015)18
	Diploma in Investment Planning (Retail Banking) (Existing Adviser) (18Post 2010 examination standards and Pre 1/6/2015)18
	Diploma in investment planning (work based assessment)(Pre 1/6/2015)18
	Associate (March 1992 to July 1994 syllabus (including top-up test))	4 and 6	b
	Associate (post August 1994 syllabus)
	Certificate in Investment Planning (Pre 17/09/2004)
	Chartered Banker (where candidates hold UK Financial Services and Investment modules)
	Diploma in Investment Planning (current)
	Associateship - (must include a pass in the Investment Paper)	2, 3, 12, 13	b
	Certificate in Investment Planning - Paper 1	15, 16, 18, 19	4
	Certificate in Investment Planning - Paper 1	15, 16, 17, 18, 19	5
	Certificate in Investment Planning	17	4
	Member or Associate	15, 16, 17, 18, 19	4
	Mortgage Advice and Practice Certificate	20	1
	Certificate in Mortgage Advice and Practice (MAPC) (Pre 16/09/2004)	20, 21, 22	1
	MAPC bridge paper plus entry requirements (Pre 31/10/2004)	20	1
	Certificate in Investment Planning - Paper 1 (Pre 16/09/2004)	20, 21, 22	3
	MAPC - Paper 1 (Pre 16/09/2004)	20	3
	Mortgage Advice and Practice Certificate - Paper 1 (Post 17/09/2004)	20, 21	3
	Equity Release Mortgage Advice and Practice Certificate (ERMAPC)	21, 22	1
	Lifetime Mortgage Advice and Practice Certificate
	MAPC Bridge paper plus entry requirements (Pre 16/09/2004)
	Certificate in Mortgage Advice and Practice (MAPC) (Pre 16/09/2004) - Paper 1	21, 22	3
	Equity Release Mortgage Advice and Practice Certificate (ERMAPC)	23	4
		23	5
		23	6
Chartered Institute of Management Accountants	Fellow or Associate	15, 16, 17, 18, 19	4
Chartered Institute of Public Finance and Accountancy	Fellow or Associate	15, 16, 17, 18, 19	4
Chartered Institute for Securities and Investment (CISI) - (Formerly the Securities and Investment Institute (SII); formerly The Securities Association)
	Investment Advice Diploma (where candidate holds 3 modules including the derivatives module)	3, 13
	Investment Advice Diploma (where candidate holds 3 modules including the securities module)	2, 12
	Masters in Wealth Management (Post 2010 examination standards)	2, 3, 4 and 6, 12, 13
	Certificate in Private Client Investment Advice and Management	2, 3, 4 and 6, 12, 13	b
		14 and 10	1
	Certificate in Private Client Investment Advice and Management (attained through a CISI competency interview and presentation only)	2, 3, 4 and 6, 12, 13	b
		14 and 10	1
	Diploma (where candidate holds 3 modules as recommended by the firm)	2, 3, 4 and 6, 12, 13	b
	Investment Advice Certificate	2, 3, 4 and 6, 12, 13	b
	Masters in Wealth Management (Pre 2010 examination standards)	2, 3, 4 and 6, 12, 13	b
	Member of the Securities Institute (MSI Dip) (where candidate holds 3 modules as recommended by the firm)	2, 3, 4 and 6, 12, 13	b
	Certificate in Corporate Finance	8	1
	Certificate in Corporate Finance	15, 16, 17, 18, 19	4
	Certificate in Derivatives - Paper 2	15, 16, 17, 18, 19	4
	Certificate in Investment and Financial Advice - Paper 1	21, 22	3
	Certificate in Investment Management (Level 3, pre 31 December 2013)13	8	1
		15, 16, 17, 19	4
		15, 16, 17	5
		14 and 10	113
	13Certificate in Investment Management (Level 4)	14 and 10	1
	Certificate in Investment Management - Paper 2	8	2
	Certificate in Investment Management - Paper 2	14 and 10	2
	Certificate in Securities	8	1
	Certificate in Securities - Paper 2	15, 16, 17, 18, 19	4
	Certificate in Securities and Derivatives - Paper 2	19	4
	Certificate in Securities and Financial Derivatives	8	1
	Certificate in Securities and Financial Derivatives - Paper 2	15, 16, 17, 18	4
	Client Services Qualification	15, 16, 17, 18, 19	4
	Diploma	15, 16, 17, 18, 19	4
	Diploma - Corporate Finance Paper	8	2
	Diploma - Global Operations Management Module	15, 16, 17, 18, 19	4
		15, 16, 17	5
		15, 16, 17	6
	Diploma - International Operations Management Module	15	4
		15, 16	5
		15, 16	6
		17	4
			5
			6
	Diploma - International Operations Module	16, 18, 19	4
	Diploma - Operations Management Module	15, 16, 17, 18, 19	4
		15, 17	5
		15, 16, 17	6
	Diploma - Regulation and Compliance Module	8	3
		14 and 10	3
		15, 16, 17, 18, 19	5
	Diploma (must include a pass in Regulation and Compliance Paper)	8	1
	Diploma (where candidate holds 3 modules as recommended by the firm)	14 and 10	1
	12Diploma in Corporate Finance (awarded jointly with The Institute of Chartered Accountants in England and Wales)15	8	1
	Investment Administration Qualification - Asset Servicing Module	15, 16, 17	6
	Investment Administration Qualification - Basics of CREST Module	15, 16, 17	6
	Investment Administration Qualification - Bond Settlement Module	15, 16, 17	6
	Investment Administration Qualification - Collective Investment Schemes Administration Module	15, 16, 17	6
	Investment Administration Qualification - CREST Settlement Module	15, 16, 17	6
	Investment Administration Qualification - Derivatives Operations Module	15, 16, 17	6
	Investment Administration Qualification - Exchange - Traded Derivative Administration Module	15, 16, 17	6
	Investment Administration Qualification - FSA Regulatory Environment Module	15, 16, 17	5
	Investment Administration Qualification - Global Custody Module	15, 16, 17	6
	Investment Administration Qualification - Global Securities Operations Module	16, 17	6
	Investment Administration Qualification - Global Settlement Module	15, 16, 17	6
	Investment Administration Qualification - IMRO Regulatory Environment Module	8	3
		14 and 10	3
		15, 16, 17, 18, 19	5
Investment Administration Qualification - Introduction to Securities and Investment Module	15, 16, 17, 18, 19	4
Investment Administration Qualification - ISA Administration Module	15, 16, 17	6
Investment Administration Qualification - ISA and CTF Administration Module	15, 16,16 17	6
Investment Administration Qualification - ISA and PEP Administration Module	15, 16, 17	6
Investment Administration Qualification - Life Policy Administration Module	18	6
Investment Administration Qualification - OEIC Administration Module	15, 16, 17	6
Investment Administration Qualification - Operational Risk Module	15, 16, 17	6
Investment Administration Qualification - OTC Derivatives Administration Module	15, 16	6
Investment Administration Qualification - Pensions Administration Module	19	6
Investment Administration Qualification - PEP Administration Module	15, 16, 17	6
Investment Administration Qualification - Portfolio Performance Measurement Module	15, 16	6
Investment Administration Qualification - Private Client Administration Module	15, 16, 17	6
Investment Administration Qualification - SFA Regulatory Environment Module	8	3
	14 and 10	3
	15, 16, 17, 18	5
Investment Administration Qualification - Unit 2 FSA Regulatory Environment - (Formerly the Investment Administration Qualification - Regulatory Environment Module)	8	3
	14 and 10	3
	18, 19	5
Investment Administration Qualification - Unit Trust Administration Module	15, 16, 17	6
Investment Advice Certificate	14 and 10	1
Investment Advice Certificate - Paper 1	15, 16, 17, 18, 19	4
Investment Advice Certificate - Paper 1	15, 16, 17, 18, 19	5
Investment Advice Certificate - Paper 1 (No new registrations)	20, 21, 22	3
Investment Advice Certificate - Paper 2	18, 19	6
Investment Advice Diploma (where candidates hold technical modules as recommended by the firm)	14 and 10	1
Investment Operations Certificate - Asset Servicing Module	15, 16, 17	6
Investment Operations Certificate - Collective Investment Schemes Administration Module	15, 16, 17	6
Investment Operations Certificate - CREST Settlement Module	15, 16, 17	6
Investment Operations Certificate - Exchange - Traded Derivative Administration Module	15, 16, 17	6
Investment Operations Certificate - UK13 Financial Regulation Module 13	8	3
	14 and 10	3
	15, 16, 17, 18, 19	5
Investment Operations Certificate - Global Securities Operations Module	17	6
Investment Operations Certificate - Global Securities Operations Module	16	6
Investment Operations Certificate - Introduction to Securities and Investment Module	15, 16, 17, 18, 19	4
Investment Operations Certificate - ISA Administration Module	15, 16, 17	6
Investment Operations Certificate - Operational Risk Module	15, 16, 17	6
Investment Operations Certificate - OTC Derivatives Administration Module	15, 16	6
18Investment Operations Certificate - Platforms, Wealth Management and Service Providers	15, 16	6
Investment Operations Certificate - Administration of Settlement & Investments Module (previously known as the Private Client Administration Module)12 12	15, 16, 17	6
Level 3 Certificate in Investments (Derivatives) - Unit 3	15, 16, 17, 18, 19	4
Level 3 Certificate in Investments (Investment Management)	14 and 10	1
	15, 16, 17, 18, 19	4
	15, 16, 17	5
Level 3 Certificate in Investments (Investment Management) - Unit 5	8	2
	14 and 10	2
Level 3 Certificate in Investments (Securities and Financial Derivatives)	8	1
	15, 16, 17, 18, 19	4
Level 3 Certificate in Investments (Securities)	8	1
Level 3 Certificate in Investments (Securities) - Unit 2	15, 16, 17, 18, 19	4
Level 6 Diploma in Wealth Management	14 and 10	1
Masters in Wealth Management	14 and 10	1
Member of the Securities Institute by examination	15, 17, 19	4
Principles of UK13 Financial Regulation	8	3
Principles of UK13 Financial Regulation	18, 19	5
SFA Corporate Finance Representative Examination	8	1
SFA Corporate Finance Representative Examination	15, 16, 17, 18, 19	4
SFA Futures and Options Representative Examination	15, 16, 17, 18, 19	4
SFA Futures and Options Representative Examination	15, 16, 17	5
SFA Registered Persons Examination - Section 1 (Regulation)	8	3
	14 and 10	3
	15, 16, 17, 18, 19	5
SFA Securities and Financial Derivatives Representative Examination	8	1
	15, 16, 17, 18, 19	4
	15, 16, 17	5
SFA Securities Representative Examination	8	1
	15, 16, 17, 18, 19	4
	16, 17	5
TSA Registered Representative Examinations	8	1
	15, 16, 17, 18, 19	4
	15, 16	5
Unit 1 - Financial Regulation	14 and 10	3
Unit 1 Financial Regulation (Formerly the Securities Institute Regulatory Paper)	8	3
	15, 16, 17, 18, 19	5
Unit 6 - Principles of UK13 Financial Regulation	14 and 10	3
Unit 6 - Principles of UK13 Financial Regulation	15, 16, 17	5

Chartered Insurance Institute	Certificate in Advanced Mortgage Advice	20	116
	Certificate in Securities Advice and Dealing	2, 12	a
	Diploma in Financial Planning (with appropriate gap fill) plus the Award in Long Term Care Insurance	7	116
	Diploma in Regulated Financial Planning	4 and 6	a
	Diploma in Regulated Financial Planning (attained through a CII alternative assessment day)	4 and 6	a
	Diploma in Regulated Financial Planning plus the Award in Long Term Care Insurance	7	116
	Fellow or Associate (life and pensions route only)	2, 3, 12, 13	b
	Advanced Financial Planning Certificate	2, 3, 4 and 6, 12, 13	b
	Diploma in Financial Planning	4 and 6	b
	Fellow (FCII) (where candidates hold appropriate life and pensions modules)
	Fellow (FLIA Dip)
	Advanced Diploma in Financial Planning
	Associate (ACII) (where candidate holds appropriate life and pension modules)
	Associate (ALIA Dip)
	12Diploma in Financial Planning plus a pass in J12: Securities advice and dealing	2, 1213 13	a13 13
	Certificate in Financial Planning plus the Award in Long Term Care Insurance	7	1
	G80 paper of Advanced Financial Planning Certificate (October 2004) plus appropriate exam requirements for TC 2.1.4R(1)(f)	7	1
	G70 Paper of the Advanced Financial Planning Certificate	8	1
	Award in London Market Insurance	9	1
	Fellow or Associate including three pensions-related subjects as confirmed by the examining body	11	1
	G60 paper of Advanced Financial Planning Certificate
	Unit AF3 of the Advanced Diploma in Financial Planning
	Certificate of Insurance Practice	18	4
	Certificate of Insurance Practice (life or pensions route)	18	6
	FA1 - Life office administration
	Fellow or Associate (life and pensions route only)
	Life assurance paper (735) from the Associateship
	Certificate of Insurance Practice (Pensions route)	19	6
	Fellow or Associate (Pensions route)	19	6
	Certificate in Mortgage Advice	20	1
	Certificate in Equity Release (Formerly known as Certificate in Financial Planning and Lifetime Mortgages)	21	1



	Certificate in Equity Release	22	1
		23	4
		23	5
		23	6
	Advanced Financial Planning Certificate (must include a pass in G70 paper)	14 and 10	1
	Certificate in Discretionary Investment Management	14 and 10	1
	Fellow or Associate	15, 16, 17, 18, 19	4
	Financial Planning Certificate - Paper 1	15, 16, 17, 18, 19	4
	Financial Planning Certificate - Paper 1	15, 16, 17, 18, 19	5
	CF1 - UK financial services, regulation and ethics	15, 16, 17, 1318, 19	4
	CF1 - UK financial services, regulation and ethics	15, 16, 17, 1318, 19	513
	13RO1 Paper: Regulation and Ethics	15, 16, 17, 18, 19	4
	13RO1 Paper: Regulation and Ethics	15, 16, 17, 18, 19	5
	FA2 - Pensions administration paper	18, 19	613
	Financial Planning Certificate - Paper 2	18, 19	613
	Pensions law, taxation and administration paper (740) from the Associateship	18, 19	613
	13Certificate in Investment Operations: Collective Investment Scheme Administration paper (FA4)	15, 16, 17	6
	13Certificate in Investment Operations: Individual Savings Account Administration paper (FA5)	151516, 17	6
	13Certificate in Investment Operations: Investment Client Servicing paper (FA6)	15, 16, 17	6
	Certificate in Mortgage Advice - Paper 1	20, 21	3
	Mortgage Advice Qualification (MAQ) plus entry requirements	20, 21, 22	1
	Financial Planning Certificate - Paper 1 (No new registrations after 17/12/2004)	20, 21, 22	313
	13Deutsche Boerse AG	Certified Securities Trader (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)	2, 12	b
	13Deutsche Boerse AG 15	Certified Derivatives Trader (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)	2, 12	b
	13Deutsche Boerse AG 15		3, 13	a
	EFFAS Societies with accredited examinations	Certified European Financial Analyst	14 and 10	2
Faculty or Institute of Actuaries	Fellow or Associate or where the individual has passed all of the following modules CT1, CT2, CT4, CT5, CT6, CT7 and CT8	2, 3, 4 and 6, 12, 13	a
		14 and 10	1
	Associate - achieved by examination passed before 1 December 2001 (must include a pass in Subject 301 - Investment and Asset Management (syllabus in force from 1998)	14 and 10	1
	Associate - achieved by examination passed after 1 December 2001 (must include a pass in subject 301 - Investment and Asset Management (syllabus in force from 1998)	14 and 10	2
	12
	Fellow - achieved by examination (must include a pass in subjects 301 and 401 Investment and Asset Management (syllabus in force from 1998))	14 and 10	1
	Fellow or Associate	11	1
		16, 17, 18, 19	4
		18, 1912	6
	Fellow or Associate by examination (must include Investment Paper E (Syllabus in force until 1998))	14 and 10	1
	Fellow or where the individual has passed all of the following modules CA1 and SA2	18	4
Financial Industry Regulatory Authority (FINRA) - Formerly the National Association of Securities Dealers (NASD)	Series 7 - General Securities Representatives Examination (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation)	2, 3, 12, 13	b
Financial & Legal 15Skills Partnership (formerly the Financial Skills Partnership/15Financial Services Skills Council (FSP/15FSSC))	FLSP15 Advanced/Modern15 Apprenticeship in Advising on Financial Products (Long Term Care Insurance Pathway) 15	7	1
	FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing15Financial Services (Investment Administration or Operations15 Pathway including either Asset Servicing / CREST Settlement / Global Securities or ISA and CTF Administration) 15	17	6
	FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Investment Administration or Operations15 Pathway including FSA Regulatory Environment or Principles of Financial Regulation) 15	17	5
	FLSP Level 315 Advanced/Modern 15 Apprenticeship in Retail or Providing 15Financial Services (investment Administration or Operations15 Pathway including the Introduction to Securities and Investment module) 15	17	4
	FLSP Level 315 Advanced/Modern 15Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15 Pathway including CF1) 15	18	4
	FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15 Pathway including CF1) 15	18	5
	FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15 Pathway including CF1 and either FA1 or FA2) 15	18	6
	FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15Pathway including CF1 and FA2) 15	19	1
	FLSP Level 315 Advanced Apprenticeship in Advising on Financial Products (Mortgage Advice Pathway) or Level 3 Advanced Apprenticeship in Providing Mortgage Advice15 15	20	1
ICMA Centre/ University of Reading (Formerly ISMA Centre/ University of Reading)	Diploma in Capital Markets, Regulation and Compliance	17	5
	Operations Certificate Programme (OCP)	16, 17	6
ifs University College15(formerly the ifs School of Finance/15Chartered Institute of Bankers) 15	Diploma for Financial Advisers (post 2010 examination standards)	4 and 6	a
	Professional Certificate in Banking (PCertB) (where candidate has passed the Practice of Financial Advice module)	4 and 6	a
	Level 6 Diploma in Financial Advice (Adv Dipfa)	4 and 6	a16
	Associateship - (must include a pass in the Investment / Investment Management Paper)	2, 3, 4 and 6, 12, 13	b
	Diploma for Financial Advisers (pre 2010 examination standards)	4 and 6	b
	Professional Investment Certificate	4 and 6	b
	Certificate for Financial Advisers and Certificate in Long-term Care Insurance	7	1
	Pension Transfers plus Diploma for Financial Advisers (DipFA®) post 2010 exam standards	11	116
	Pensions paper of Professional Investment Certificate	11	1
	Certificate for Financial Advisers - Paper 1	15	5
	Fellow or Associate	15, 16, 17, 18, 19	4
	Certificate for Financial Advisers - Paper 1 (Pre 31/10/2004)	15, 16, 17, 18, 19	4
		15, 16, 17, 18, 19	5
		20, 21, 22	3
	Certificate for Financial Advisers - Paper 1 (Post 01/11/2004)	18, 19	4
		18, 19	5
	Certificate for Financial Advisers - Paper 2 (Pre 31/10/2004)	18, 19	6
	CeMAP Bridge paper plus entry requirements	20	1
	Certificate in Mortgage Advice and Practice (Post 01/11/2004)	20	1
	Diploma for Mortgage Advice and Practice DipMAP (plus entry requirements)	20	1
	CeMAP bridge paper plus entry requirements (Pre 31/10/2004)	21, 22	1
	Certificate in Mortgage Advice and Practice (CeMAP) (Pre 31/10/2004) - Paper 1	20, 21	3
	Certificate in Mortgage Advice and Practice (Post 01/11/2004) - Paper 1	20, 21	3
	Certificate in Mortgage Advice and Practice (CeMAP) (Pre 31/10/2004)	20, 21, 22	1
	Certificate in Regulated Equity Release (Formerly known as Certificate in Lifetime Mortgages)	21, 22	1
		23	4
		23	5
		23	6
Institute of Chartered Accountants in England and Wales	Fellow or Associate	8	1
	Fellow or Associate	15, 16, 17, 18, 19	4
	Initial Test of Competence	18, 19	6
	Diploma in Corporate Finance (awarded jointly with The Institute of Chartered Accountants in England and Wales)15	815	215
Institute of Chartered Accountants in Ireland	Fellow or Associate	8	1
	Fellow or Associate	15, 16, 17, 18, 19	4
	Initial Test of Competence	19	6
Institute of Chartered Accountants in Scotland	Member	8	1
	Member	15, 16, 17, 18, 19	4
	Initial Test of Competence	19	6
Institute of Chartered Secretaries and Administrators	Certificate in Collective Investment Scheme Administration	15, 16, 17, 18	4
		15, 16, 17, 18	5
		15, 16	6
		19	4
	Certificate in Company Secretarial Practice and Share Registration Practice (including the Regulatory module within the examination)	15, 16. 17	4
			5
			6
	Fellow or Associate	15, 16, 17, 18, 19	4
Institute of Financial Planning	Certified Financial Planner	4 and 6	b
Institute of Financial Planning	Fellowship	4 and 6	b
Insurance Sector Education and Training Authority	National Diploma: Financial Services Long-Term Risk Assessment	7	2
Investment Management Association	Investment Administration Management Award	15, 16, 17	6
Investment Property Forum	IPF Certificate in Property Investment	14 and 10	2
Japanese Bankers Association	Registered Representative of Public Securities Examination (pre-April 1990)	8	2
Japanese Bankers Association	Representative of Public Securities Qualification - Class 1	8	2
Japanese Securities Dealers Association	Representative of Public Securities Qualification - Type 1 (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation	2, 3, 12, 13	b
	Representative of Public Securities Examination (pre April 1990)	8	2
	Representative of Public Securities Qualification - Type 1	8	2
Law Society of England and Wales	Module B(ii), Securities and Portfolio Management	8	2
Law Society of England and Wales	Module B(i), Retail Branded/ Packaged Products	18, 19	6
Law Society of England and Wales/ Law Society of Northern Ireland	Solicitor	15	4
Law Society of England and Wales/ Law Society of Scotland/ Law Society of Northern Ireland	Solicitor	17, 18, 19	4
Lloyd's	Lloyd's and London Market Introductory Test (Formerly the Lloyd's Introductory Test)	9	1
Lloyd's/ Chartered Insurance Institute	Lloyd's Market Certificate	9	1
London Stock Exchange (records are now kept by The Chartered Institute for Securities and Investment (CISI); Formerly the Securities and Investment Institute (SII); formerly The Securities Association)	London Stock Exchange Full Membership Exams (and other regional stock exchanges as merged with London Stock Exchange) - where candidate holds three or four papers or holds both the Stock Exchange Practice and Techniques of Investment papers	2, 3, 4 and 6, 12, 13	b
		14 and 10	1
	Stock Exchange Registered Representative Examination	8	1
		15, 16, 17, 18, 19	4
		15, 16	5
Manchester Metropolitan University	BA (Hons) Financial Services, Planning and Management	2, 3, 4 and 6, 12, 13	a
N/A	In-house module (only where the firm can demonstrate that none of the listed examinations are appropriate)	15, 16, 17, 18, 19	6
NIBE SVV the Dutch Institute for the Banking, Insurance and Stockbroking Industry	Examination	8	2
Pensions Management Institute	Diploma in Regulated Retirement Advice	4 and 6	a
	Diploma in Regulated Retirement Advice	11	1
	Fellow or Associate by examination	11	1
	Module 201: Providing for Retirement	19	4
			512
			612
	Fellow or Associate	15, 16, 17, 18, 19	4
	Diploma in Member-Directed Pension Scheme Administration	18	6
	Fellow or Associate by examination	18, 19	6
Sheffield Hallam University	BA in Financial Services (1995 to 2001)	4 and 6	b
	MA in Financial Services (1995 to 2001)
	Post Graduate in Financial Services (1995 to 2001)
15SIX Swiss Exchange	Certified Securities Trader the Swiss Markets Insight course (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)	2, 12	b
Society of Investment Analysts in Ireland	Certificate in Investment Management (at least 3 papers passed by examination)	14 and 10	2
South African Institute of Financial Markets	Ordinary and Senior Certificates	8, 14 and 10	2
Swiss Finance Institute	Dual degree Executive MBA in Asset and Wealth Management	14 and 10	2
The Securities Analysts Association of Japan (SAAJ)	CMA Level 2 (for individuals advising before 30 June 2009)	2, 3, 12, 13	b
	CMA Level 2 (for individuals not advising before 30 June 2009 - provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)	2, 3, 12, 13	b
	CMA Level 2	8	2
	Secondary Examination	8	2
	Chartered Member	14 and 10	2
University of Northampton	BSc Banking and Financial Planning	4, 6	a16
19University of South Wales	BSc (Hons) Financial Planning, Investment and Risk	4 and 6	a
University of Stirling	BA in Finance	2, 4 and 6, 12	b
	BA in Finance and Accounting	2, 3, 4 and 6, 12, 13	b
	MSc in Finance	2, 3, 12, 13	b
	MSc in international Accounting and Finance (where candidates hold modules as recommended by the firm)	2, 3, 12, 13	b
		8	2
		14 and 10	1
	MSc in Investment Analysis	2, 3, 12, 13	b
	MSc in Investment Analysis	14 and 10	1
University of the West of England	BA in Financial Services (1995 to 2001)	4 and 6	b
	MA in Financial Services (1995 to 2001)
	Post Graduate in Financial Services (1995 to 2001)

PERG 8.4.7G01/04/2013

An inducement may often be followed by an invitation or vice versa (in which case both communications will be subject to the restriction in section 21 of the Act). An inducement may be described as a link in a chain where the chain is intended to lead ultimately to an agreement to engage in investment activity. But this does not mean that all the links in the chain will be an inducement or that every inducement will be one to engage in investment activity. Only those that are

Related provisions for BIPRU 12.7.9

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