Related provisions for SUP App 3.6.1
21 - 40 of 305 items.
(1) 1This chapter applies to an EEA firm that wishes to exercise an entitlement to establish a branch in, or provide cross border services into, the United Kingdom under a Single Market Directive or the auction regulation7. (The Act refers to such an entitlement as an EEA right and its exercise is referred to in the Handbook as "passporting".) (See SUP App 3 (Guidance on passporting issues) for further guidance on passporting.)The chapter does not, apart from in SUP 13A.6G (rules
This chapter does not apply to:(1) an EEA firm that wishes to carry on in the United Kingdom activities which are outside the scope of its EEA right and the scope of a permission granted under Schedule 4 to the Act; in this case the EEA firm requires a "top-up permission" under Part 4A16 of the Act (see the appropriate UK regulator's website http://www.fca.org.uk/firms/about-authorisation/getting-authorised for the FCA and www.bankofengland.co.uk/pra/Pages/authorisations/newfirm/default.aspx
(1) Under the Gibraltar Order2 made under section 409 of the Act, a Gibraltar firm is treated as an EEA firm under Schedule 3 to the Act if it is:22(a) [deleted]141212(aA) [deleted]1212(b) authorised in Gibraltar under the CRD8; or282(c) authorised in Gibraltar under the Insurance Mediation Directive; or2(d) authorised in Gibraltar under the MiFID4;9 or114(e) authorised in Gibraltar under the UCITS Directive9; or11(f) authorised in Gibraltar under AIFMD.11(g) authorised in Gibraltar
(1) This chapter explains how an EEA firm and a Treaty firm can qualify for authorisation under Schedules 3 and 4 to the Act and how a UCITS qualifier is authorised under Schedule 5 to the Act. (2) This chapter also provides guidance on Schedule 3 to the Act for an incoming EEA firm that wishes to establish a branch in the United Kingdom instead of, or in addition to, providing cross border services into the United Kingdom or vice versa.
(1) EEA firms should note that this chapter only addresses the procedures which the appropriate UK regulator16 will follow under the Act.So, an EEA firm should consider this guidance in conjunction with the requirements with which it will have to comply in its Home State. 166(2) The guidance in this chapter represents the appropriate UK regulator's16 interpretation of the Single Market Directives, the auction regulation,7 the Act and the secondary legislation made under the Act.
Where an incoming EEA firm is exercising an EEA right, other than under the Insurance Mediation Directive, and has established a branch in the United Kingdom, the EEA Passport Rights Regulations govern any changes to the details of that branch. Where an incoming EEA firm has complied with the relevant requirements in the EEA Passport Rights Regulations, then the firm'spermission given under Schedule 3 to the Act is to be treated as varied accordingly. All references to regulations
6Where an EEA MiFID investment firm has established a branch in the UK, regulation 4A states that it must not:7(1) make a change in the requisite details of the branch; or7(2) use, for the first time, any tied agent established in the United Kingdom; or7(3) cease to use tied agents established in the United Kingdom;7unless it has complied with the relevant requirements in regulation 4A(3).7
6The relevant requirements in regulation 4A(3) are that:(1) the EEA MiFID investment firm has given notice to its Home State regulator stating the details of the proposed change; and(2) the period of one month beginning with the date on which the EEA MiFID investment firm gave the notice mentioned in (1) has elapsed.
6Changes to the requisite details may lead to changes to the applicable provisions to which the EEA MiFID investment firm is subject. The appropriate UK regulator12 will, as soon as practicable after receiving a notice in SUP 14.2.11 G inform the EEA MiFID investment firm of any consequential changes in the applicable provisions. 12
If an offer is
made, or admission to trading is
sought, in more than one EEA State including
the United Kingdom and the United Kingdom is the Home
State, the prospectus must
be drawn up in English and must also be made available either in a language
accepted by the competent authorities of each Host
State or in a language customary in the sphere of international
finance, at the choice of the issuer, offeror or person requesting
admission (as the case may be). [Note: article
19.3
(1) If an offer is
made, or admission to trading is
sought, in one or more EEA States excluding
the United Kingdom and the United Kingdom is the Home
State, the prospectus must
be drawn up in a language accepted by the competent authorities of those EEA States or in a language customary in
the sphere of international finance, at the choice of the issuer, offeror or person requesting
admission (as the case may be). [ Note: article
19.2 PD ](2) For the purpose of the scrutiny
by
If admission
to trading of non-equity transferable
securities whose denomination per unit amounts to at least 100,0003 euros (or an equivalent amount)
is sought in the United Kingdom or
in one or more other EEA States,
the prospectus must be drawn
up in either a language accepted by the competent authorities of the Home State and Host
States or in a language customary in the sphere of international
finance, at the choice of the issuer, offeror or person requesting
admission (as
If:(1) an offer is
made in the United Kingdom;(2) a prospectus relating
to the transferable securities has
been approved by the competent authority of another EEA
State and the prospectus contains
a summary; and(3) the prospectus is drawn up in a language other than English
that is customary in the sphere of international finance;222the offeror must
ensure that the summary is
translated into English. [ Note: article
19.2 PD ]
(1) Before an EEA firm5(other than an EEA pure reinsurer or an EEA firm that has received authorisation under article 18 of the auction regulation)53exercises an EEA right to establish a branch in the United Kingdom other than under the Insurance Mediation Directive, the Act requires it to satisfy the establishment conditions, as set out in paragraph 13(1) of Part II of Schedule 3 to the Act. (2) For the purposes of paragraph 13(1)(b)(iii) of Part II of Schedule 3 to the Act,
(1) When the appropriate regulator11 receives a consent notice from the EEA firm'sHome State regulator, it will, under paragraphs 13(2)(b), (c) and 13(3) of Part II of Schedule 3 to the Act, notify the applicable provisions (if any)911within two months of the notice2 date.2(1A) The notice date is:2(a) for a MiFID investment firm, the date on which the Home State gave the consent notice; and2(b) in any other case, the date on which the appropriate UK regulator11 received the consent
8When the FCA receives a consent notice from the EEA firm'sHome State regulator in respect of a EEA firm within paragraph 5(i) of Part I of Schedule 3 to the Act, it will, under paragraph 13(3A);(1) notify the firm of the applicable provisions (if any); and (2) use the information received from the EEA firm'sHome State regulator to enter the necessary information into the Financial Services Register.
Table Territorial issues relating to overseas insurance intermediaries carrying on insurance mediation activities in or into the United Kingdom
Needs Part 4A permission |
Schedule 3 EEA passport rights available |
Overseas persons exclusion available |
|
Registered EEA-based intermediary with UK branch (registered office or head office in another EEA State) |
No |
Yes |
No |
Registered EEA-based intermediary with no UK branch providing cross-border services |
No |
Yes |
Potentially available [see Note] |
Third country intermediary operating from branch in the UK |
Yes |
No |
No |
Third country intermediary providing services in (or into) the UK |
Yes unless overseas persons exclusion applies |
No |
Potentially available |
This does not, however, affect the firm'sauthorisation under Schedule 3 to the Act (see PERG 5.12.9 G to PERG 5.12.10 G (Passporting)). |
|||
3For EEA-based intermediaries this table assumes that the insurance mediation activities are within the scope of the Insurance Mediation Directive. |
|||
Section 418 of the Act extends the meaning that 'carry on regulated activity in the United Kingdom' would normally have by setting out additional cases in which a person who would not otherwise be regarded as carrying on the activity in the United Kingdom is to be regarded as doing so. Each of the following cases thus amounts to carrying on a regulated activity in the United Kingdom:(1) where a UK-based person carries on a regulated activity in another EEA State in the exercise
The effect of the IMD is that any EEA-based insurance intermediaries doing business within the Directive’s scope4 must first be registered in their home EEA State before carrying on insurance mediation in that EEA State or other EEA States. For these purposes, an EEA-based insurance intermediary is either:(1) a legal person with its registered office or head office in an EEA State other than the United Kingdom; or(2) a natural person resident in an EEA State other than the United
The E-Commerce Directive removes restrictions on the cross-border provision of services by electronic means, introducing a country of origin approach to regulation. This requires EEA States to impose certain requirements on the outward provision of such services and to lift them from inward providers. The E-Commerce Directive defines an e-commerce service (termed an information society service) as any service, normally provided for remuneration, at a distance, by electronic means,
The E-Commerce Directive does not remove the IMD requirement for persons taking up or pursuing insurance mediation for remuneration to be registered in their Home State. Nor does it remove the requirement for EEA-based intermediaries to acquire passporting rights in order to establish branches in the United Kingdom (see PERG 5.12.7 G (Where is insurance mediation carried on?) in relation to electronic commerce activity carried on from an establishment in the United Kingdom) or
Put shortly, the E-Commerce Directive relates to services provided into the United Kingdom from other EEA States and from the United Kingdom into other Member States. In broad terms, such cross-border insurance mediation services provided by an EEA firm into the United Kingdom (via electronic commerce activity or distance means) will generally be subject to IMD registration in, and conduct of business regulation of, the intermediary's EEA State of origin. By contrast, insurance
An EEA firm3(other than7 an EEA firm that received authorisation under article 18 of the auction regulation)31should note that the requirement under the Single Market Directives to give a notice of intention to provide cross border services applies whether or not:(1) it has established a branch in the United Kingdom; or(2) those cross border services are regulated activities.
(1) Before an EEA firm (other than7 an EEA firm that has received authorisation under article 18 of the auction regulation)3 exercises an EEA right to provide cross border services into the United Kingdom, the Act requires it to satisfy the service conditions, as set out in paragraph 14 of Part II of Schedule 3 to the Act. 1(2) For the purposes of paragraph 14(1)(b) of Part II of Schedule 3 to the Act, the information to be contained in the regulator's notice has been prescribed
(1) Unless the EEA firm3(other than7 an EEA firm that received authorisation under article 18 of the auction regulation)331is passporting under the Insurance Mediation Directive, if the appropriate UK regulator9 receives a regulator's notice or, where no notice is required , is informed of the EEA firm's intention to provide cross border services into the United Kingdom, the appropriate UK regulator9 will, under paragraphs 14(2) and 14(3) of Part II of Schedule 3 to the Act, notify
6When the FCA receives a consent notice from the EEA firm'sHome State regulator in respect of a firm within paragraph 5(i) of Part I of Schedule 3 to the Act, it will, under paragraph 14(3ZA), use the information received from the EEA firm'sHome State regulator to enter the necessary information into the Financial Services Register.
An EEA firm (other than an EEA UCITS management company)2 that has satisfied the service conditions in paragraph 14 of Part II of Schedule 3 to the Act is entitled to start providing cross border services into the United Kingdom. In the case of an EEA UCITS management company, FCA9 approval must first be obtained, as explained in SUP 13A.5.3 G (see also SUP 13A.3.1C G).2 However, an EEA firm that wishes to start providing cross border services but has not yet received notification
13(1) 13This section applies to an ICVC, an ACD, an authorised fund manager17 of an AUT or ACS and17 a depositary of an ICVC, AUT or ACS17 where such ICVC, AUT or ACS17 is a UCITS scheme, in accordance with COLL 5.2.2 R (Table of application).17171717(2) COLL 5.2.23C R (Valuation of OTC derivatives) also applies to a UK UCITS management company providing collective portfolio management services for an EEA UCITS scheme from a branch in another EEA State or under the freedom to
(1) A market is eligible for the purposes of the rules in this sourcebook if it is:(a) a regulated market;(b) a market in an EEA State which is regulated, operates regularly and is open to the public; or(c) any market within (2).(2) A market not falling within (1)(a) and (b) is eligible for the purposes of the rules in this sourcebook if:(a) the authorised fund manager, after consultation with and notification to the depositary (and in the case of an ICVC, any other directors),
(1) 7A UCITS scheme may invest in an approved money-market instrument if it is:(a) issued or guaranteed by any one of the following:(i) a central authority of an EEA State or, if the EEA State is a federal state, one of the members making up the federation;(ii) a regional or local authority of an EEA State;(iii) the Bank of England, the European Central Bank or a central bank of an EEA State;(iv) the European Union or the European Investment Bank;(v) a non-EEA State or, in the
(1) This rule applies to government and public securities ("such securities").(2) Where no more than 35% in value of the scheme property is invested in such securities issued by any one body, there is no limit on the amount which may be invested in such securities or in any one issue.(3) An authorised fund may invest more than 35% in value of the scheme property in such securities issued by any one body provided that:(a) the authorised fund manager has before any such investment
A UCITS scheme must not invest in units in a collective investment scheme ("second scheme") unless the second scheme satisfies all of the following conditions, and provided that no more than 30% of the value of the UCITS scheme is invested in second schemes within (1)(b) to (e):88(1) the second scheme must:(a) satisfy the conditions necessary for it to enjoy the rights conferred by the UCITS Directive; or(b) be a recognised scheme18 under the provisions of section 27218 of the
(1) COLL 9.3 gives further detail as to the recognition of a scheme under section 27218of the Act.18(2) Article 5013 of the UCITS Directive sets out the general investment limits. So, a scheme18 which has the power to invest in gold or immovables would not meet the criteria set out in COLL 5.2.13R (1).18131818(3) 8In determining whether a scheme (other than a UCITS)18 meets the requirements of article 50(1)(e)13 of the UCITS Directive for the purposes ofCOLL 5.2.13R (1),18 the
(1) 13For the purposes of COLL 5.2.23 R (2), an authorised fund manager of a UCITS scheme or a UK UCITS management company of an EEA UCITS scheme must:(a) establish, implement and maintain arrangements and procedures which ensure appropriate, transparent and fair valuation of the exposures of a UCITS scheme or an EEA UCITS scheme to OTC derivatives; and(b) ensure that the fair value of OTC derivatives is subject to adequate, accurate and independent assessment.(2) Where the
13Authorised fund managers of UCITS schemes or EEA UCITS schemes should bear in mind that where a UCITS scheme, or an EEA UCITS scheme that is a recognised scheme under section 264 of the Act, employs particular investment strategies such as investing more than 35% of its scheme property in government and public securities, or investing principally in units in collective investment schemes, deposits or derivatives, or replicating an index, COBS 4.13.2R (Marketing communications
(1) If the transferee is (or will be) an EEA firm (authorised in its Home State to carry on insurance business under the Solvency II Directive6) or a Swiss general insurance company, then the appropriate regulator8 has to consult the transferee's Home State regulator, who has 3 months to respond. It will be necessary for the appropriate regulator8 to obtain from the transferee's Home State regulator a certificate confirming that the transferee will meet the Home State's solvency
If the transferee is not (and will not be) authorised and will be neither an EEA firm nor a Swiss general insurance company, then the appropriate regulator8 will need to consult the transferee's8 insurance supervisor in the place where the business is to be transferred. The appropriate regulator8 will need confirmation from this supervisor that the transferee will meet his solvency margin requirements there (if any) after the transfer.888
If the transferor is a UK insurer (other than a pure reinsurer)8 and the business to be transferred includes business carried on from a branch in another EEA State, then the appropriate regulator8 has to consult the Host State regulator, who has 3 months to respond. The appropriate regulator8 will need to be given the information that the Host State regulator requires from it. This information should identify the parties to the transfer and include the transfer agreement or draft
If the transferor is a8UK insurer and the business to be transferred includes a long-term insurance contract (other than reinsurance) for which the state of the commitment is an EEA state other than the United Kingdom, then the appropriate regulator8 has to consult the Host State regulator. If the transferor is a8UK insurer and the business to be transferred includes a general insurance contract (other than reinsurance) for which the state of the risk is an EEA state other than
Where the transferor is a8UK-deposit insurer and, following the transfer, it will no longer be carrying on insurance business in the United Kingdom, the appropriate regulator8 will need to collaborate with regulatory bodies in the other EEA States in which it is carrying on business to ensure that effective supervision of the business carried on in the EEA continues. The transferor should cooperate with the appropriate regulator8 and the other regulatory bodies in this process
As the consent (or presumed consent) of the Host State is required for a transfer covering contracts for which another EEA State is the state of the risk (for general insurance business) or the state of the commitment (for long-term insurance business), it is advisable to obtain the consent of regulatory body in the Host State to any waiver of publication in that state. The approval of the court will still be required.
8Under section 114 of the Act the court must direct that notice of the transfer be published by the transferee in any EEA State other than the United Kingdom which is the state of the commitment or the state of the risk as regards any policy included in the transfer which evidences a contract of insurance (other than a contract of reinsurance). The regulators would expect the transferee to publish notice in at least one national newspaper in each relevant EEA State. Such publication
(1) A UK firm which is exercising an EEA right must make and retain a record of:(a) the services or activities it carries on from a branch in, or provides cross-border into, another EEA State under that EEA right; and(b) the details relating to those services or activities (as set out in SUP 13.6 and SUP 13.7)1.11(2) The record in (1) must be kept for five years (for firms passporting under MiFID) or 1three years (for other firms)1from the earlier of the date on which:(a) it was
(1) 1Part 6 (Marketing) of the AIFMD UK regulation contains restrictions on an AIFM or an investment firmmarketing an AIF. Such a person may not market an AIF in the UK unless the relevant conditions set out in the AIFMD UK regulation are met.(2) The purpose of this section is to give guidance on: (a) the restrictions on an AIFM or investment firmmarketing an AIF (PERG 8.37.2 G and PERG 8.37.3 G);(b) the circumstances in which an AIFM or an investment firmmarkets an AIF (PERG
Regulations 49 and 50 place restrictions on an AIFMmarketing an AIF. These regulations provide that the following types of AIFM may not market the following types of an AIF in the UK unless the conditions summarised below are met.(1) The conditions that need to be met vary depending on whether the AIF falls within regulation 57(1) or not. An AIF falls within this regulation if it is: (a) a feeder AIF that is a UK AIF or an EEA AIF, the master AIF of which is managed by a non-EEA
(1) Regulation 45 (References in this part to an AIFM or an investment firm marketing an AIF) provides that:(a) an AIFMmarkets an AIF when the AIFM makes a direct or indirect offering or placement of units or shares of an AIF managed by it to an investor domiciled or with a registered office in an EEA State, or when another person makes such an offering or placement at the initiative of, or on behalf of, the AIFM; and(b) an investment firmmarkets an AIF when it makes a direct
(1) Under article 31 AIFMD, an AIFM is required to submit the documentation and information in Annex III to AIFMD with its application for permission to market an AIF managed by it and to notify their competent authority of any material changes to this documentation and information. Therefore, the prescribed documentation and information should be in materially final form before the AIFM may apply for permission to market an AIF. Any communications relating to this draft documentation
(1) The restrictions on the marketing of an AIF in regulations 49 to 51 only apply to marketing that takes place in the UK. In addition, under regulation 45, an AIFM or an investment firm only markets an AIF if the investor is domiciled in an EEA State or has its registered office in an EEA State.(2) Under regulation 2(2)(a) (Interpretation), the reference to ‘domicile’ should be construed in line with its meaning in AIFMD, ie its meaning under EU law. This may be different to
Section 31 of the Act (Authorised persons) states that an EEA firm is authorised for the purposes of the Act if it qualifies for authorisation under Schedule 3 to the Act (EEA Passport Rights). Under paragraph 12 of Part II of that Schedule, an EEA firm that is an EEA pure reinsurer, or an EEA firm that has received authorisation under article 18 of the auction regulation,75qualifies for authorisation without condition. Other than those two types of EEA firm, an7EEA firm qualifies
(1) 6Under paragraph 15A(1) of Part II of Schedule 3 to the Act, an EEA UCITS management company intending to exercise an EEA right to provide collective portfolio management services for a UCITS scheme must, before it undertakes that activity, obtain the FCA's10 approval to manage that UCITS scheme. Firms should use the application form set out in SUP 13A Annex 3 R (EEA UCITS management companies: application for approval to manage a UCITS scheme established in the United Kingdom)
(1) On qualifying for authorisation, subject to SUP 13A.3.1C G (1),6 an EEA firm (except for an EEA firm that has received authorisation under article 18 of the auction regulation)7 will have permission to carry on each permitted activity (see (3) below) which is a regulated activity.6(2) 6[deleted](3) The permitted activities of an EEA firm (except for an EEA firm that has received authorisation under article 18 of the auction regulation)7 are those activities identified in the
(1) The commencement of winding up of a UCITS scheme that is a master UCITS must take place no sooner than 3 months after a notification is made to its unitholders and, where applicable, the competent authorities of the feeder UCITSHome State, informing them of the binding decision to wind up the master UCITS.(2) Paragraph (1) is without prejudice to any provision of the insolvency legislation in force in the United Kingdom regarding the compulsory liquidation of AUTs, ACSs1 or
Where the authorised fund manager of a UCITS scheme that is a feeder UCITS is notified that the master UCITS is to merge with another UCITS scheme or EEA UCITS scheme or divide into two or more such schemes, it must submit to the FCA the following:(1) where the authorised fund manager of the feeder UCITS intends it to continue to be a feeder UCITS of the same master UCITS:(a) its application under section 283A of the Act, for approval;(b) where applicable, a notice under section
(1) For the purposes of COLL 11.6.5R (1), a feeder UCITS will be considered as continuing to be a feeder UCITS of the same master UCITS where:(a) the master UCITS is the receiving UCITS in a proposed UCITS merger; or(b) the master UCITS is to continue materially unchanged as one of the resulting UCITS schemes or EEA UCITS schemes in a proposed division.(2) For the purposes of COLL 11.6.5R (2), a feeder UCITS will be considered as becoming a feeder UCITS of another master UCITS
Where the authorised fund manager of a feeder UCITS gives notice to the FCA under section 251 or section 261Q1 of the Act or regulation 21 of the OEIC Regulations that it intends to wind up the scheme, it must inform:(1) the unitholders of the feeder UCITS; and(2) where notice is given under COLL 11.6.5R (4) (Application for approval by a feeder UCITS where a master UCITS merges or divides), the authorised fund manager of the master UCITS;of its intention without undue delay.[Note:
If transferable securities are admitted to trading in more than one EEA State including the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed:(1) in English; and(2) either in a language accepted by the competent authorities of each Host State or in a language customary in the sphere of international finance, at the choice of the issuer. [Note: article 20(2) of the TD]
(1) If transferable securities are admitted to trading in one or more EEA States excluding the United Kingdom and the United Kingdom is the Home State, regulated information must be disclosed either:(a) in a language accepted by the competent authorities of those Host States; or(b) in a language customary in the sphere of international finance,at the choice of the issuer.(2) Where the United Kingdom is the Home State, regulated information must be disclosed either in English or
If transferable securities whose denomination per unit amounts to at least 100,000 euros1 (or an equivalent amount) are admitted to trading in the United Kingdom or in one or more EEA States, regulated information must be disclosed to the public in either a language accepted by the competent authorities of the Home State and Host States or in a language customary in the sphere of international finance, at the choice of the issuer or of the person who, without the issuer's consent,
The purpose of this section is to give directions to authorised payment institutions and small payment institutions under regulation 82 (Reporting requirements) of the Payment Services Regulations in relation to:(1) the information in respect of their provision of payment services and their compliance with requirements imposed by or under Parts 2 to 6 of the Payment Services Regulations that they must provide to the FCA12; and12(2) the time at which and the form in which they
(1) An authorised payment institution or a small payment institution must submit to the FCA12 the duly completed return applicable to it as set out in column (2) of the table in SUP 16.13.4D.2212(2) An authorised payment institution or a small payment institution must submit the return referred to in (1):(a) in the format specified as applicable in column (3) of the table in SUP 16.13.4D;(b) at the frequency and in respect of the periods specified in column (4) of that table;(c)
The table below sets out the format, reporting frequency and due date for submission in relation to regulatory returns that apply to authorised payment institutions and small payment institutions.
(1) |
(2) |
(3) |
(4) |
(5) |
Type of firm |
Return |
Format |
Reporting Frequency |
Due date |
Authorised Payment Institution Capital Adequacy Return |
FSA056 (Note 1) |
Annual (Note 2) |
30 business days (Note 3) |
|
Payment Services Directive Transactions |
FSA057 (Note 4) |
Annual (Note 5) |
1 month (Note 3) |
|
Note 1 |
When submitting the completed return required, the authorised payment institution must use the format of the return set out in SUP 16 Annex 27A D. Guidance notes for the completion of the return are set out in SUP 16 Annex 27B G. |
|||
Note 2 |
This reporting frequency is calculated from an authorised payment institution'saccounting reference date. |
|||
Note 3 |
The due dates are the last day of the periods given in column (5) of the table above following the relevant reporting frequency period set out in column (4) of the table above. |
|||
Note 4 |
When submitting the completed return required, the small payment institution must use the format of the return set out in SUP 16 Annex 28A D. Guidance notes for the completion of the return are set out in SUP 16 Annex 28B G. |
|||
Note 5 |
This reporting frequency is calculated from 31 December each calendar year. |
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5A management company, when identifying the types of conflict of interests for the purposes of SYSC 10.1.4 R, must take into account:(1) the interests of the firm, including those deriving from its belonging to a group or from the performance of services and activities, the interests of the clients and the duty of the firm towards the UCITS scheme or EEA UCITS scheme it manages; and(2) where it manages two or more UCITS schemes or EEA UCITS schemes, the interests of all of them.[Note:
5For a management company, references to client in SYSC 10.1.4 R and in the other rules in this section should be construed as referring to any UCITS scheme or EEA UCITS scheme managed by that firm or which it intends to manage, and with or for the benefit of which the relevant activity is to be carried on.
5A management company must be structured and organised in such a way as to minimise the risk of a UCITS scheme's, EEA UCITS scheme's or client's interests being prejudiced by conflicts of interest between the management company and its clients, between two of its clients, between one of its clients and a UCITS scheme or an EEA UCITS scheme, or between two such schemes.[Note: articles 12(1)(b) and 14(1)(d) of the UCITS Directive]
(1) 5Where the organisational or administrative arrangements made by a management company for the management of conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the UCITS scheme or EEA UCITS scheme it manages or of its Unitholders will be prevented, the senior personnel or other competent internal body of the firm must be promptly informed in order for them to take any necessary decision to ensure that in
(1) 1This section applies to:(a) an authorised fund manager of a UCITS scheme; and(b) a UK UCITS management company providing collective portfolio management services for an EEA UCITS scheme from a branch in another EEA State or under the freedom to provide cross border services.(2) This section does not apply to an EEA UCITS management company providing collective portfolio management services for a UCITS scheme under the freedom to provide cross border services.
In complying with SYSC 4.3.1 R (Responsibility of senior personnel), an authorised fund manager of a UCITS scheme or a UK UCITS management company of an EEA UCITS scheme must ensure that its senior personnel:(1) are responsible for the implementation of the general investment policy for each scheme it manages, as defined, where relevant, in the prospectus or the instrument constituting the fund;22(2) oversee the approval of investment strategies for each scheme it manages;(3)
An authorised fund manager of a UCITS scheme or a UK UCITS management company of an EEA UCITS scheme must ensure that its senior personnel receive, on a regular basis, reports on the implementation of investment strategies and of the internal procedures for taking the investment decisions referred to in COLL 6.10.2R (2) to COLL 6.10.2R (5).[Note: article 9(5) of the UCITS implementing Directive]
This chapter gives guidance to UK firms. In most cases UK firms will be authorised persons under the Act. However, under the CRD2, a subsidiary of a firm which is a credit institution6 meets the criteria set out in that Directive also has an EEA right. Such an unauthorised subsidiary is known as a financial institution. References in this chapter to a UK firm include a financial institution. The chapter does not provide guidance for Solvency II firms. Solvency II firms should
A UK firm should be aware that the guidance is the FCA's5 interpretation of the Single Market Directives, the Act and the legislation made under the Act. The guidance is not exhaustive and is not a substitute for firms consulting the legislation or taking their own legal advice in the United Kingdom and in the relevant EEA States.5
An EEA parent institution and its subsidiary undertakings or the subsidiary undertakings of its EEA parent financial holding company or the subsidiary undertakings of its EEA parent mixed financial holding company4 that wish to use any of the approaches listed in BIPRU 1.3.2 G (1) in respect of its group, including members of its group that are BIPRU firms, may apply for an Article 129 permission.
The Article 129 procedure allows an EEA parent institution and its subsidiary undertakings or the subsidiary undertakings of its EEA parent financial holding company or the subsidiary undertakings of its EEA parent mixed financial holding company4 to apply for permission to use the approaches in BIPRU 1.3.2 G (1) without making separate applications to the competent authority of each EEA State where members of a firm's group are authorised.
When an advanced measurement approach is intended to be used by an EEA parent institution and its subsidiary undertakings or the subsidiary undertakings of an EEAparent financial holding company, the application of a firm in accordance with BIPRU 1.3.14 D must include the elements listed in BIPRU 6.5.5 R (Minimum standards for the advanced measurement approach).[Note:BCD Article 105(2)]
When an advanced measurement approach is intended to be used by an EEA parent institution and its subsidiary undertakings or the subsidiary undertakings of an EEA parent financial holding company or an EEA parent mixed financial holding company4, the application of a firm must include a description of the methodology used for allocating operational risk capital between the different entities of the group.[Note:BCD Annex4X Part 3 point 30]4
1This chapter applies to an incoming EEA firm15 which has established a branch in, or is providing cross border services into, the United Kingdom under one of the Single Market Directives or the auction regulation8 and, therefore, qualifies for authorisation under Schedule 3 to the Act. The chapter does not apply to an EEA firm that is a Solvency II firm or to Gibraltar firms treated as such Solvency II firms. Solvency II firms and such Gibraltar firms should consult the relevant
8The guidance in SUP 14.2 and SUP 14.3 covers the EEA Passport Rights Regulations. It is not, however, relevant to an EEA firm exercising an EEA right under the auction regulation, except for SUP 14.2.14 R which applies a separate notification requirement. Additionally, where an EEA firm is carrying on MiFID business bidding, that firm is exercising an EEA right under MiFID and so this chapter applies to that activity because it is MiFID business.
(1) Under the Gibraltar Order4 made under section 409 of the Act, a Gibraltar firm is treated as an EEA firm under Schedule 3 to the Act if it is:(a) [deleted]151313(aa) [deleted]1313(b) authorised in Gibraltar under the9CRD; or;494(c) authorised in Gibraltar under the Insurance Mediation Directive; or4(d) authorised in Gibraltar under MiFID; or1010(e) authorised in Gibraltar under the UCITS Directive; or1210(f) authorised in Gibraltar under AIFMD.12(g) authorised in Gibraltar
This chapter gives guidance on the Act and the EEA Passport Rights Regulations made under the Act, for an incoming EEA firm which has established a branch in, or is providing cross border services into, the United Kingdom and wishes to change the details of the branch or cross border services. [Note: An EEA bank is required to comply with the requirements set out in the directly applicable regulations adopted under Articles 35, 36 and 39 CRD.] 95