Related provisions for BIPRU 12.6.8

PR App 1.1.124/03/2016

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

Act	the Financial Services and Markets Act 2000.
admission to trading	admission to trading on a regulated market.
advertisement	(as defined in the PD Regulation) announcements:
	(1)	relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and
	(2)	aiming to specifically promote the potential subscription or acquisition of securities.4
applicant	an applicant for approval of a prospectus or supplementary prospectus relating to transferable securities.
asset backed security	(as defined in the PD Regulation) securities which:
	(1)	represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable thereunder; or
	(2)	are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets.
base prospectus	a base prospectus referred to in PR 2.2.7 R.
body corporate	(in accordance with section 417(1) of the Act (Definitions) any body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom;
building block	(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up.4
collective investment undertaking other than the closed-end type	(in PR) (as defined in Article 2.1(o) of the prospectus directive) unit trusts and investment companies:
	(1)	the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading;
	(2)	the units of which are, at the holder's request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings.4
4 company	any body corporate.
Consolidated Admissions and Reporting Directive	Directive 2001/34/EC of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities.
credit institution	as defined in article 4(1)(1) of the 7 EU CRR.7 7 7
director	(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties.
EEA State	(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom.
equity security	(as defined in Article 2.1(b) of the prospectus directive) shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer.
equity share	shares comprised in a company's equity share capital.
equity share capital	(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.
8ESMA Prospectus Opinion	the opinion published by ESMA on the ‘Format of the base prospectus and consistent application of Article 26(4) of the Prospectus Regulation’ (ESMA/2013/1944).
8ESMA Prospectus Questions and Answers	the Questions and Answers for prospectuses published by ESMA (ESMA/2014/1279).
ESMA Prospectus Recommendations8 8	the ESMA update of the CESR8recommendations: The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (ESMA/2013/319).8 8
executive procedures	the procedures relating to the giving of warning notices, decision notices and supervisory notices that are described in DEPP 4 (Decision by FCA staff under executive procedures)2. 2 2
FCA	the Financial Conduct Authority.
guarantee	(as defined in the PD Regulation) any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, keep well agreement, mono-line insurance policy or other equivalent commitment.
guarantor	a person that provides a guarantee.
Home State or Home Member State	(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive).
Host State or Host Member State	(as defined in Article 2.1(n) of the prospectus directive) the EEA State where an offer to the public is made or admission to trading is sought, when different from the home State.
issuer	(as defined in section 102A of the Act) a legal person who issues or proposes to issue the transferable securities in question.4
4 key information	(in PR) (as defined in section 87A(9) and (10) of the Act) the information which is essential to enable investors to understand the transferable securities to which the prospectus relates and decide whether to consider the offer further. The key information must include:
	(a)	the essential characteristics of, and risks associated with, the issuer and any guarantor, including their assets, liabilities and financial positions;
	(b)	the essential characteristics of, and risks associated with, investment in the transferable securities, including any rights attaching to the securities;
	(c)	the general terms of the offer, including an estimate of the expenses charged to an investor by the issuer and the offeror, if not the issuer;
	(d)	details of the admission to trading; and
	(e)	the reasons for the offer and proposed use of the proceeds.
5 limited 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.
MiFID 3	The European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC). See also MiFID Regulation and MiFID implementing Directive.3
non-equity transferable securities	(as defined in section 102A of the Act) all transferable securities that are not equity securities.
	Note: In the prospectus directive and the PD Regulation, the Commission uses the term "non-equity securities" rather than "non-equity transferable securities".
offer	an offer of transferable securities to the public.
offer of transferable securities to the public	(as defined in section 102B of the Act), in summary:
	(a)	a communication to any person which presents sufficient information on: (i) the transferable securities to be offered, and (ii) the terms on which they are offered, to enable an investor to decide to buy or subscribe for the securities in question;
	(b)	which is made in any form or by any means;
	(c)	including the placing of securities through a financial intermediary;
	(d)	but not including a communication in connection with trading on: (i) a regulated market; (ii) a multilateral trading facility; or (iii) any market prescribed by an order under section 130A of the Act.
	Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act.
offering programme	(as defined in Article 2.1(k) of the prospectus directive) a plan which would permit the issuance of non-equity securities, including warrants in any form, having a similar type and/or class, in a continuous or repeated manner during a specified issuing period.
offeror	a person who makes an offer of transferable securities to the public.
5 officer	(in relation to a body corporate) (as defined in section 400(5) of the Act (Offences by bodies corporate etc)) a director, member of the committee of management, chief executive, manager, secretary, or other similar officer of the body, or a person purporting to act in that capacity or a controller of the body.
overseas company	a company incorporated outside the United Kingdom.
Part 6 rules	(in accordance with section 73A(1) of the Act), rules made for the purposes of Part 6 of the Act.
5partnership	(in accordance with section 417(1) of the Act (Definitions)) any partnership, including a partnership constituted under the law of a country or territory outside the United Kingdom, but not including a limited liability partnership.
PD	prospectus directive.
PD Regulation	Regulation number 809/2004 of the European Commission.
person	(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporated that is, a natural person, a legal person and, for example, a partnership).
PR	the Prospectus Rules sourcebook.
profit estimate	(as defined in the PD Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published.
profit forecast	(as defined in the PD Regulation) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used.
property collective investment undertaking	(as defined in the PD Regulation) a collective investment undertaking whose investment objective is the participation in the holding of property in the long term.
prospectus	a prospectus required under the prospectus directive.
prospectus directive	the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC).
Prospectus RTS Regulations 9 8	9(1)	9Commission Delegated Regulation (EU) No 382/2014 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for publication of supplements to the prospectus9; and
	9(2)	9Commission Delegated Regulation (EU) 2016/301 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for approval and publication of the prospectus and dissemination of advertisements and amending Commission Regulation (EC) No 809/2004.
Prospectus Rules	(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.
Public international body	(as defined in the PD Regulation) a legal entity of public nature established by an international treaty between sovereign States and of which one or more Member States are members.
qualified investor	(as defined in section 86(7) of the Act) in relation to an offer of transferable securities:4
	(a)	a person or entity described in points (1) to (4) of Section I of Annex II to MiFID, other than a person who, before the making of the offer, has agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with MiFID; or4 4
	(b)	a person who has made a request to one or more relevant firms to be treated as a professional client in accordance with Section II of Annex II to MiFID and has not subsequently, but before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II of MiFID; or4 4
	(c)	a person who is recognised as an eligible counterparty in accordance with article 24 of MiFID and has not, before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II of MiFID; or4 4
	(d)	a person whom any relevant firm is authorised to continue to treat as a professional client in accordance with article 71(6) of MiFID.4
registration document	a registration document referred to in PR 2.2.2 R.
regulated information	(as defined in the PD Regulation) all information which the issuer, or any person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, is required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC.3
regulated market	a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary rules in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID.3
RIS	Regulatory Information Service.
risk factors	(as defined in the PD Regulation) a list of risks which are specific to the situation of the issuer and/or the securities and which are material for taking investment decisions.
rule	(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FCA under the Act.
schedule	(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved.
securities issued in a continuous and repeated manner	(as defined in Article 2.1(l) of the prospectus directive) issues on tap or at least two separate issues of securities of a similar type and/or class over a period of 12 months.
securities note	a securities note referred to in PR 2.2.2 R.
small and medium-sized enterprise	(as defined in Article 2.1(f) of the prospectus directive) companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding €43,000,000 and an annual net turnover not exceeding €50,000,000.
special purpose vehicle	(as defined in the PD Regulation) an issuer whose objects and purposes are primarily the issue of securities.
statutory notice associated decision	a decision which is made by the FCA and which is associated with a decision to give a statutory notice, including a decision:
statutory notice decision	a decision by the FCA on whether or not to give a statutory notice.
	(a)	to determine or extend the period for making representations;
	(b)	to determine whether a copy of the statutory notice needs to be given to any third party and the period for him to make representations;
	(c)	to refuse access to FCA material;
	(d)	as to the information which it is appropriate to publish about the matter to which a final notice or an effective supervisory notice relates.
summary	(in relation to a prospectus) the summary included in the prospectus.
supplementary prospectus	a supplementary prospectus containing details of a new factor, mistake or inaccuracy.
transferable security	(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID 3, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months. 3
	Note: In the prospectus directive and PD regulation, the Commission uses the term "security" rather than "transferable security".
umbrella collective investment scheme	(as defined in the PD Regulation) a collective investment undertaking invested in one or more collective investment undertakings, the asset of which is composed of separate class(es) or designation(s) of securities.
United Kingdom	England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man).
units of a collective investment scheme	(as defined in Article 2.1(p) of the prospectus directive) securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets.
working day	(as defined in section 103 of the Act) any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom.

EG 13.4.201/03/2016

1In determining whether it is appropriate to seek an insolvency order on this basis, the FCA will consider the facts of each case including, where relevant: (1) whether the company or partnership has taken or is taking steps to deal with its insolvency, including petitioning for its own administration, placing itself in voluntary winding up or proposing to enter into a company voluntary arrangement, and the effectiveness of those steps; (2) whether any consumer or other creditor

COLL 3.2.6R28/02/2014

This table belongs to COLL 3.2.4 R (Matters which must be included in the instrument constituting the fund14)

14

	Name of scheme
1	A statement of:
	(1)	the name of the authorised fund; and
	(2)	whether the authorised fund is a UCITS scheme or a non-UCITS retail scheme.
	Investment powers in eligible markets
2	A statement that, subject to any restriction in the rules in this sourcebook or the instrument constituting the fund 14, the scheme has the power to invest in any eligible securities market or deal on any eligible derivatives market to the extent that power to do so is conferred by COLL 5 (Investment and borrowing powers). 14
	Unitholder's liability to pay
3	A provision that a unitholder in an AUT, ICVC or co-ownership scheme 12 is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units which he holds.
3A	A provision 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.12
3B	A provision that the exercise of rights conferred on limited partners by FCA rules does not constitute taking part in the management of the partnership business.12
	Base currency
4	A statement of the base currency of the scheme.
	Valuation and pricing
5	A statement setting out the basis for the valuation and pricing of the scheme.
	Duration of the scheme
6	If the scheme is to be wound up after a particular period expires, a statement to that effect.
	Object of the scheme
7	A statement:
	(1)	as to the object of the scheme, in particular the types of investments and assets in which it and each sub-fund (where applicable) may invest; and
	(2)	that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk and giving unitholders the benefits of the results of the management of that property.
27A	Where the authorised fund is a qualifying money market fund, a statement to that effect and a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund.
	[deleted]13 13
	Government and public securities: investment in one issuer
8	Where relevant, for a UCITS scheme, a statement in accordance with COLL 5.2.12 R (Spread: government and public securities) as to the individual states or bodies in which over 35% of the value of the scheme may be invested in government and public securities.
	Classes of unit
9	A statement:
	(1)	specifying the classes of unit that may be issued, and for a scheme which is an umbrella, the classes that may be issued in respect of each sub-fund; and
	(2)	if the rights of any class of unit differ, a statement describing those differences in relation to the differing classes.
	Authorised fund manager's charges and expenses
10	A statement setting out the basis on which the authorised fund manager may make a charge and recover expenses out of the scheme property.
	Issue or cancellation directly through the ICVC or depositary of an AUT or ACS12
11	Where relevant, a statement authorising the issue or cancellation of units to take place through the ICVC or depositary of an AUT or ACS directly.12 12
	In specie issue and cancellation
12	Where relevant, a statement authorising payment for the issue or cancellation of units to be made by the transfer of assets other than cash.
	Restrictions on sale and redemption
13	Where relevant, the restrictions which will apply in relation to the sale and redemption of units under COLL 6.2.16 R (Sale and redemption).
	Voting at meetings
14	The manner in which votes may be given at a meeting of unitholders under COLL 4.4.8 R (Voting rights).
	Certificates
15	A statement:
	(1)	for ICVCs and AUTs,12 authorising the issue of bearer certificates if any, and how such holders are to identify themselves; and
	(2)	authorising the person responsible for the register to charge for issuing any document recording, or for amending, an entry on the register, other than on the issue or sale of units.
	Income
16	A statement setting out the basis for the distribution or re-investment of income.
	Income equalisation
17	Where relevant, a provision for income equalisation.
	Redemption or cancellation of units on breach of law or rules
18	A statement that where any holding of units by a unitholder is (or is reasonably considered by the authorised fund manager to be) an infringement of any law, governmental regulation or rule, those units must be redeemed or cancelled.
	ICVCs: larger and smaller denomination shares
19	A statement of the proportion of a larger denomination share represented by a smaller denomination share for any relevant unit class.
	ICVCs: resolution to remove a director
20	A statement that the ICVC may (without prejudice to the requirements of regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company), by a resolution passed by a simple majority of the votes validly cast for and against the resolution at a general meeting of unitholders, remove a director before his period of office expires, despite anything else in the ICVC's instrument of incorporation or in any agreement between the ICVC and that director.
	ICVCs: unit transfers
21	A statement that the person designated for the purposes of paragraph 4 of Schedule 4 to the OEIC Regulations (Share transfers) is the person who, for the time being, is the ACD of the ICVC.1 7
	ICVCs and ACSs: Charges and expenses12
22	A statement that charges or expenses of the ICVCor ACS 12 may be taken out of the scheme property.10
	10ICVCs: Umbrella schemes - principle of limited recourse
1022A	For an ICVC which is an umbrella, a statement that 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.
	Co-ownership schemes: umbrella schemes - principle of limited recourse
22B	For a co-ownership scheme which is an umbrella, 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.12
	AUTs: governing law for a trust deed
23	A statement that the trust deed is made under and governed by the law of England and Wales, Wales or Scotland or Northern Ireland.
	AUTs: trust deed to be binding and authoritative
24	A statement that the trust deed:
	(1)	is binding on each unitholder as if it had been a party to it and that it is bound by its provisions; and
	(2)	authorises and requires the trustee and the manager to do the things required or permitted of them by its terms.
	AUTs: declaration of trust
25	A declaration that, subject to the provisions of the trust deed and all rules made under section 247 of the Act (Trust scheme rules) and for the time being in force:
	(1)	the scheme property (other than sums standing to the credit of the distribution account) is held by the trustee on trust for the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of undivided shares in the scheme property represented by the units held by each unitholder; and
	(2)	the sums standing to the credit of the distribution account are held by the trustee on trust to distribute or apply them in accordance with COLL 6.8 (Income: accounting, allocation and distribution).
	AUTs: trustee's remuneration
26	Where relevant, a statement authorising payments to the trustee by way of remuneration for its services to be paid (in whole or in part) out of the scheme property.
	AUTs: responsibility for the register
27	A statement identifying the person responsible under the rules for the maintenance of the register.
	ACSs: governing law for a contractual scheme deed
1227A	A statement that the contractual scheme deed is made under and governed by the law of England and Wales, or Scotland or Northern Ireland.
	ACSs: contractual scheme deed to be binding and authoritative
1227B	A statement that the contractual scheme deed:
	(1)	is binding on each unitholder as if it had been a party to it and that it is bound by its provisions; and
	(2)	authorises and requires the depositary and the authorised contractual manager to do the things required or permitted of them by its terms.
	ACSs: ownership of scheme property
1227C	A statement that, subject to the provisions of the contractual scheme deed and all rules made under section 261I of the Act (Contractual scheme rules) and for the time being in force:
	(1)	the scheme property (other than sums standing to the credit of the distribution account) is held by, or to the order of, the depositary for and on behalf of the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of undivided shares in the scheme property represented by the units held by each unitholder;
	(2)	the sums standing to the credit of the distribution account are held by the depositary to distribute or apply them in accordance with COLL 6.8 (Income: accounting, allocation and distribution); and
	(3)	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).
	ACSs: responsibility for the register
1227D	A statement identifying the person responsible under the rules for the maintenance of the register.
	ACSs: UCITS and NURS eligible investors
1227E	For an ACS which is a UCITS scheme or a non-UCITS retail scheme, a statement that units may not be issued to a person other than a:
	(1)	professional ACS investor;
	(2)	large ACS investor; or
	(3)	person who already holds units in the scheme.
1227F	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 27E.
	ACSs: UCITS and NURS transfer of units
1227G	(1)	A statement whether the transfer of units in the ACS scheme is either:
		(a) prohibited; or
		(b) allowed
	(2)	Where transfer of units is allowed in accordance with (1)(b), 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:
		(a) professional ACS investor;
		(b) large ACS investor; or
		(c) person who already holds units in the scheme.
	(3)	For a co-ownership scheme which is an umbrella, a statement in accordance with (1)(a) or (1)(b) and, where appropriate, a statement in accordance with (2), 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.
	Co-ownership schemes: constitution
1227H	For a co-ownership scheme, a statement that the arrangements constituting the scheme are intended to constitute a co-ownership scheme as defined in section 235A(2) of the Act.
	Co-ownership schemes: operator's powers
1227I	A statement that the operator of a co-ownership scheme is authorised to:
	(1)	acquire, manage and dispose of the scheme property; and
	(2)	enter into contracts which are binding on unitholders for the purposes of, or in connection with, the acquisition, management or disposal of scheme property.
	Co-ownership schemes: winding-up
1227J	A statement that the operator and depositary of a co-ownership scheme are required to wind up the scheme if directed to do so by the FCA in exercise of its power under section 261X (Directions) or section 261Z (Winding up or merger of master UCITS) of the Act.
	Limited partnership schemes: participants
1227K	A statement that the limited partners, other than the nominated partner, are to be the participants in the scheme.
	Limited partnership schemes: resignation of limited partners
1227L	A statement that the scheme is not dissolved on any person ceasing to be a limited partner or nominated partner provided that there remains at least one limited partner.
	Limited partnership schemes: inability to operate as an umbrella
1227M	A statement that the limited partnership scheme prohibits pooling as is mentioned in section 235(3)(a) of the Act in relation to separate parts of the scheme property, with the effect that the scheme cannot be an umbrella.
	3Investment in overseas4 property through an intermediate holding vehicle
328	3If investment in an overseas4 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles will be to enable the holding of overseas4 immovables by the scheme.

DTR 2.2.6G01/07/2005

It is not possible to prescribe how the reasonable investor test will apply in all possible situations. Any assessment should take into consideration the anticipated impact of the information in light of the totality of the issuer's activities, the reliability of the source of the information and other market variables likely to affect the relevant financial instrument in the given circumstances. However, information which is likely to be considered relevant to a reasonable investor's

SYSC 5.1.8G01/01/2007

The effective segregation of duties is an important element in the internal controls of a firm in the prudential context. In particular, it helps to ensure that no one individual is completely free to commit a firm's assets or incur liabilities on its behalf. Segregation can also help to ensure that a firm'sgoverning body receives objective and accurate information on financial performance, the risks faced by the firm and the adequacy of its systems.

PR 2.1.1UK01/08/2015

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

(2)	The necessary information is the information necessary to enable investors to make an informed assessment of –
	(a)	the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the transferable securities and of any guarantor; and
	(b)	the rights attaching to the transferable securities.2
2(2A)	If, in the case of transferable securities to which section 87 applies, the prospectus states that the guarantor is a specified EEA State, the prospectus is not required to include other information about the guarantor.
(3)	The necessary information must be presented in a form which is comprehensible and easy to analyse.
(4)	The necessary information must be prepared having regard to the particular nature of the transferable securities and their issuer.6 2 6 6

PRIN 1.2.6G01/11/2007

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

BIPRU 12.9.4G01/04/2013

As part of the SLRP, the appropriate regulator will give a standard ILAS BIPRU firmindividual liquidity guidance advising it of the amount and quality of liquidity resources which the appropriate regulator considers are appropriate, having regard to the liquidity risk profile of that firm. In giving individual liquidity guidance, the appropriate regulator will also advise the firm of what it considers to be a prudent funding profile for the firm. In giving the firmindividual liquidity

SUP 16.16.2R30/06/2012

The condition referred to in SUP 16.16.1 R is that, on its last accounting reference date, the firm had balance sheet positions measured at fair value which, on a gross basis (the sum of the absolute value of each of the assets and liabilities), exceeded £3 billion.

COLL 5.5.9R01/07/2013

(1) An ICVC or a depositary for the account of an authorised fund must not provide any guarantee or indemnity in respect of the obligation of any person.(2) None of the scheme property of an authorised fund may be used to discharge any obligation arising under a guarantee or indemnity with respect to the obligation of any person.(3) Paragraphs (1) and (2) do not apply to:(a) any indemnity or guarantee given for margin requirements where the derivatives or forward transactions

COND 1.3.5UK01/04/2013

1Paragraph 1A of Schedule 6 to the Act(1) "assets" includes contingent assets;"consolidated supervision" has the same meaning as in section 3M(a);"consumer" has the meaning given by section 425A(b);"financial crime" is to be read with section 1H(3)(c);"functions", in relation to either the FCA or the PRA, means the functions conferred on that regulator by or under this Act;"liabilities" includes contingent liabilities; "relevant directives" has the same meaning as in section 3M;

COLL 8.2.6R01/04/2014

This table belongs to COLL 8.2.5 R

1	Description of the authorised fund
	Information detailing:
	(1)	the name of the authorised fund;
	(2)	that the authorised fund is a qualified investor scheme; and
	(3)	in the case of an ICVC, whether the head office of the company is situated in England and Wales or Wales or Scotland or Northern Ireland.
3Property Authorised Investment Funds
1A	For a property authorised investment fund, a statement that:
	(1)	it is a property authorised investment fund;
	(2)	no body corporate may seek to obtain or intentionally maintain a holding of more that 10% of the net asset value of the fund; and
	(3)	in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units in accordance with 6A if the authorised fund manager reasonably considers such action to be:
		(a)	necessary in order to enable an orderly reduction of the holding to below 10%; and
		(b)	in the interests of the unitholders as a whole.
2	Constitution
	The following statements:
	(1)	the scheme property of the scheme is entrusted to a depositary for safekeeping (subject to any exception permitted by the rules);
	(2)	if relevant, the duration of the scheme is limited and, if so, for how long;
	(3)	charges and expenses of the scheme may be taken out of scheme property;
	(4)	for an ICVC:
		(a)	what the maximum and minimum sizes of the scheme's capital are; and
		(b)	the unitholders are not liable for the debts of the company;5 6
	5(4A)	for an ICVC which is an umbrella, a statement that 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;6
	6(4B)	for a co-ownership scheme which is an umbrella, 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;
	6(4C)	for a limited partnership scheme, that the scheme prohibits pooling as is mentioned in section 235(3)(a) of the Act in relation to separate parts of the scheme property, with the effect that the scheme cannot be an umbrella;
	(5)	for an AUT:
		(a)	the trust deed:
			(i)	is made under and governed by the law of England and Wales, or the law of Scotland or the law of Northern Ireland;
			(ii)	is binding on each unitholder as if he had been a party to it and that he is bound by its provisions; and
			(iii)	authorises and requires the trustee and the manager to do the things required or permitted of them by its terms;
		(b)	subject to the provisions of the trust deed and all the rules made under section 247 of the Act (Trust scheme rules):
			(i)	the scheme (other than sums held to the credit of the distribution account) is held by the trustee on trust for the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of individual shares in the scheme property represented by the units held by each unitholder; and
			(ii)	the sums standing to the credit of any distribution account are held by the trustee on trust to distribute or apply in accordance with COLL 8.5.15 R (Income);
		(c)	a Unitholder is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units he holds; and
		(d)	payments to the trustee by way of remuneration are authorised to be paid (in whole or in part) out of the scheme property; and6 6
	(6)6	for an ACS:
		(a)	the contractual scheme deed:
			(i)	is made under and governed by the law of England and Wales, or the law of Scotland or the law of Northern Ireland;
			(ii)	is binding on each unitholder as if he had been a party to it and that he is bound by its provisions;
			(iii)	authorises and requires the depositary and the authorised contractual scheme manager to do the things required or permitted of them by its terms; and
			(iv)	states that units may not be issued to a person other than a person 7:
				(A)	who 7is a:
					(i)	professional ACS investor;
					(ii)	large ACS investor; or
					(iii)	person who already holds units in the scheme; and
				(B)	to whom units in a qualified investor scheme may be promoted under COBS 4.12.4 R;7 7
			(v)	states that the authorised contractual scheme manager of an ACS 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 (iv)(A) and (B);
			(vi)	states that for a co-ownership scheme:
				(A)	the scheme property is beneficially owned by the participants as tenants in common (or, in Scotland, is the common property of the participants);
				(B)	the arrangements constituting the scheme are intended to constitute a co-ownership scheme as defined in section 235A(2) of the Act; and
				(C)	the operator and depositary are required to wind up the scheme if directed to do so by the FCA in exercise of its power under section 261X (Directions) or section 261Z (Winding up or merger of master UCITS) of the Act;
			(vii)	states:
				(A)	whether the transfer of units in the ACS scheme or, for a co-ownership scheme which is an umbrella (sub-funds of which pursue differing policies in relation to transfer of units), in each particular sub-fund, is either:
					(i)	prohibited; or
					(ii)	allowed;
				(B)	where transfer of units is allowed by the scheme or, where appropriate the sub-fund, in accordance with (A)(ii), 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 person : 7
					(i)	who 7is a:
						(1)	professional ACS investor; or
						(2)	large ACS investor; or
						(3)	person who already holds units in the scheme; and
					(ii)	to whom units in a qualified investor scheme may be promoted under COBS 4.12.4 R; and7 7
				(viii)	states that for a limited partnership scheme, the scheme is not dissolved on any person ceasing to be a limited partner or nominated partner provided that there remains at least one limited partner;
		(b)	subject to the provisions of the contractual scheme deed and all the rules made under section 261I of the Act (Contractual scheme rules) and for the time being in force:
			(i)	the scheme property (other than sums standing to the credit of the distribution account) is held by, or to the order of, the depositary for and on behalf of the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of individual shares in the scheme property represented by the units held by each unitholder; and
			(ii)	the sums standing to the credit of any distribution account are held by the depositary to distribute or apply them in accordance with COLL 8.5.15 R(Income); and
		(c)	a unitholder in a co-ownership scheme is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units he holds;
		(d)	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;
		(e)	the exercise of rights conferred on limited partners by FCA rules does not constitute taking part in the management of the partnership business;
		(f)	the limited partners, other than the nominated partner, are to be the participants in the scheme; and
		(g)	the operator of a co-ownership scheme is authorised to:
			(i)	acquire, manage and dispose of the scheme property; and
			(ii)	enter into contracts which are binding on unitholders for the purposes of, or in connection with, the acquisition, management or disposal of scheme property.
3	Investment objectives
	A statement of the object of the scheme, in particular the types of investments and assets in which it and each sub-fund (where applicable) may invest and that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk.
4	Units in the scheme
	A statement of:
	(1)	the classes of units which the scheme may issue, indicating, for a scheme which is an umbrella, which class or classes may be issued in respect of each sub-fund; and
	(2)	the rights attaching to units of each class (including any provisions for the expression in two denominations of such rights).
5	Limitation on issue of and redemption of units
	Details as to:
	(1)	the provisions relating to any restrictions on the right to redeem units in any class; and
	(2)	the circumstances in which the issue of the units of any particular class may be limited.
6	Income and distribution
	Details of the person responsible for the calculation, transfer, allocation and distribution of income for any class of unit in issue during the accounting period.
3Redemption or cancellation of units on breach of law or rules
6A	A statement that where any holding of units by a unitholder is (or is reasonably considered by the authorised fund manager to be) an infringement of any law, governmental regulation or rule, those units must be redeemed or cancelled.
7	Base currency
	A statement of the base currency of the scheme.
8	Meetings
	Details of the procedures for the convening of meetings and the procedures relating to resolutions, voting and the voting rights for unitholders.
9	Powers and duties of the authorised fund manager and depositary
	Where relevant, details of any function to be undertaken by the authorised fund manager and depositary which the rules in COLL require to be stated in the instrument constituting the fund.8 8
10	Termination and suspension
	Details of:
	(1)	the grounds under which the authorised fund manager may initiate a suspension of the scheme and any associated procedures; and
	(2)	the methodology for determining the rights of unitholders to participate in the scheme property on winding up.
110A	Investment in overseas2 property through an intermediate holding vehicle1
	If investment in an overseas2 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles will be to enable the holding of overseas2 immovables by the scheme.1
11	Other relevant matters
	Details of those matters which enable the scheme, authorised fund manager or depositary to obtain any privilege or power conferred by the rules in COLL which is not otherwise provided for in the instrument constituting the fund.8 8

LR 17.3.5G01/04/2013

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

LR 4.2.1G01/04/2013

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

SUP 10A.9.9R07/03/2016

The significant management function is the function of acting as a senior manager with significant responsibility for a significant business unit that:(1) carries on designated investment business or other activities not falling within (2) to (4);(2) effects contracts of insurance (other than contractually based investments);(2A) carries on credit-related regulated activity;1(3) makes material decisions on the commitment of a firm's financial resources, its financial commitments,

SYSC 20.1.1AR01/01/2014

(1) 4SYSC 20 applies to:(a) an IFPRU investment firm; and(b) a BIPRU firm which meets any of the criteria in (2) on an individual basis, or in (3) on a consolidated basis.(2) Subject to (4), SYSC 20 applies to a BIPRU firm if:(a) it has assets under management or administration of at least £10 billion (or the equivalent amount in foreign currency); or(b) the total annual fee and commission arising from regulated activities is at least £250 million (or the equivalent amount in

INSPRU 1.1.27R31/12/2006

A firm carrying on long-term insurance business must ensure that it has admissible assets in each of its with-profits funds of a value sufficient to cover:(1) the technical provisions in respect of all the business written in that with-profits fund; and(2) its other long-term insurance liabilities in respect of that with-profits fund.

FEES 9.2.1BR15/04/2016

(1) 3If a payment service provider (A) acquires all or part of the business of another payment service provider which includes transaction volumes (B), whether by merger, acquisition or transfer, during the course of a fee year, the liability for paying the PSR fee in the following fee year in relation to B shall rest with A. (2) FEES 9.2.1DR(1) also applies when the business acquired, transferred or merged is not a legal entity but is an unincorporated business, or is in the

SYSC 14.1.28G31/12/2006

The precise role and organisation of internal controls can vary from firm to firm. However, a firm'sinternal controls should normally be concerned with assisting its governing body and relevant senior managers to participate in ensuring that it meets the following objectives:(1) safeguarding both the assets of the firm and its customers, as well as identifying and managing liabilities;(2) maintaining the efficiency and effectiveness of its operations;(3) ensuring the reliability

Related provisions for BIPRU 12.6.8

Search Term(s)

Filter by Topics

Filter by Modules

Filter by Documents

Filter by Keywords

Effective Period

Similar To