Related provisions for IPRU-INV 12.2.1

IFPRU 1.2.4R01/01/2014

(1) This rule defines some of the terms used in IFPRU 1.2.3 R.(2) "Total assets" means the firm's total assets(a) set out in the most recent relevant report submitted to the FCA under SUP 16.12 (Integrated regulatory reporting); or (b) (where the firm carries out the assessment under this rule at any time after the date of its most recent report in (a)) as the firm would report to the FCA in accordance with the relevant report, as if the reporting period for that report ends on

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

REC 2.8.3G01/04/2013

In determining whether there are satisfactory arrangements for securing the timely discharge of the rights and liabilities of the parties to transactions, the FCA3 may have regard to the UK recognised body's:3(1) rules and practices relating to clearing and settlement including its arrangements with another person for the provision of clearing and settlement services;3(2) arrangements for matching trades and ensuring that the parties are in agreement about trade details;(3) where

RCB 3.5.10D01/04/2013

1The issuer must send to the FCA the information in the form set out in RCB 3 Annex 6 D and an updated asset and liability profile form (RCB 3 Annex 3 D) on the date of cancellation of the regulated covered bond or programme.

CONC 3.3.3R02/11/2015

(1) A firm must not in a financial promotion or a communication to a customer state or imply3 that credit is available regardless of the customer’s financial circumstances or status.[Note: paragraphs 3.7o of CBG and 5.2 of ILG](2) This rule does not apply to a financial promotion or communication relating to a credit agreement under which a person takes an article in pawn and the customer’s total financial liability (including capital, interest and all other charges) is limited

PR App 1.1.129/07/2016

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.
ESMA Prospectus Opinions 10 8	the following opinions published by ESMA:10
	(1)	Format of the base prospectus and consistent application of article 26(4) of the Prospectus Regulation (ESMA/2013/1944);10
	(2)	Framework for the assessment of third country prospectuses under article 20 of the Prospectus Directive (ESMA/2013/317);10
	(3)	Assessment of Israeli laws and regulations on prospectuses (ESMA/2015/1015); and10
	(4)	Assessment of Turkish laws and regulations on prospectuses (ESMA/2016/268). 10
8ESMA Prospectus Questions and Answers	the Questions and Answers for prospectuses published by ESMA (ESMA/2016/576)10.
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.

FEES 5.8.3G01/04/2015

1The table below sets out the period within which a firm's tariff base is calculated (the data period) for second year levies calculated under FEES 5.8.2R. The example is based on a firm that acquires permission on 1 November 20146and has a financial year ending 31 March. Where valuation dates fall before the firm receives permission it should use projected valuations in calculating its levies.

References in this table to dates or months are references to the latest one occurring before the start of the FCA's financial year unless otherwise stated.

6

Type of permission acquired on 1 November	Tariff base	Valuation date but for FEES 5.8.2R	Data period under FEES 5.8.2R
Insurers - general	Relevant annual gross premium income and gross technical liabilities6	31 March 20146- so projected valuations will be used 6	1 November to 31 December 20146. 6
Portfolio managers (including those holding client money/ assets and not holding client money/ assets) 6	Relevant funds under management	Valued at 31 December	Valued at 31 December
Advisers,6 arrangers, dealers or brokers holding and controlling client money and/or assets 6	Annual income as defined in FEES 4 Annex 11A6 6	31 December. 6 This is because the firm's tariff base is calculated by reference to the firm's financial year end in the calendar year before the start of the FCA fee year. Therefore FEES 5.8.2R (3)(c) applies. 6 6	1 November to 31 December but annualised in accordance with FEES 5.8.2R (3)(c)(iii)6 6

DTR 2.2.6G03/07/2016

It is not possible to prescribe how the reasonable investor test will apply in all possible situations. Any assessment may need to1 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

SYSC 7.1.18R01/01/2014

(1) 13A CRR firm that is significant must establish a risk committee composed of members of the management body who do not perform any executive function in the firm. Members of the risk committee must have appropriate knowledge, skills and expertise to fully understand and monitor the risk strategy and the risk appetite of the firm.(2) The risk committee must advise the management body on the institution’s overall current and future risk appetite and assist the management body

FEES 7.2.12G01/04/2013

Table of FEES 4 rules that correspond to FEES 7 rules

FEES 4 rules	Corresponding FEES 7 rules
FEES 4.2.1 R	FEES 7.2.1 R
FEES 4.3.1 R	FEES 7.2.2 R
FEES 4.3.3 R	FEES 7.2.2 R1
1FEES 4.3.3A R	FEES 7.2.2 R
FEES 4.3.12 R	FEES 7.2.5 R1
1FEES 4.3.12A R	FEES 7.2.5 R
Part 1 of 6FEES 4 Annex 2A6	Part 1 of FEES 7 Annex 11
1Part 2 of FEES 4 Annex 11	Part 1 of FEES 7 Annex 1
1Part 5 of FEES 4 Annex 11	Part 1 of FEES 7 Annex 1

LR 5.6.15G01/10/2014

Where the target in a reverse takeover is not subject to a public disclosure regime, or if the target has securities admitted on an investment exchange or trading platform that is not a regulated market but the issuer is not able to give the confirmation and make the announcement contemplated by LR 5.6.12 G, the FCA will generally be satisfied that there is sufficient publicly available information in the market about the proposed transaction such that a suspension is not required

IPRU-INV 5 App 1.1G05/11/2016

1The following words or terms throughout IPRU-INV 5 appearing in bold (other than headings and titles) are to have the meanings given to them below if not inconsistent with the subject or context. If a defined term is italicised the definition appearing in the main Handbook Glossary applies.

Term	Meaning
accounting reference date	means:
	(a)	the date to which a firm's accounts are prepared in order to comply with the relevant Companies Act legislation. In the case of a firm not subject to Companies Act legislation, the equivalent date selected by the firm; and
	(b)	in the case of an OPS firm which is not subject to the relevant Companies Act legislation, the date to which the accounts of the OPS in respect of which the firm acts are prepared.
annual expenditure	has the meaning given in IPRU-INV 5.5.1 (Determination).
category a body	means:
	(a)	the government or central bank of a zone a country; or
	(b)	EU or Euratom (the European Atomic Energy Community); or
	(c)	the government or central bank of any other country, provided the receivable in question is denominated in that country's national currency.
category b body	means:
	(a)	the European Investment Bank (EIB) or a multi-lateral development bank; or
	(b)	the regional government or local authority of a zone a country; or
	(c)	an investment firm or credit institution authorised in a zone a country; or
	(d)	a recognised clearing house or exchange; or
	(e)	an investment firm or credit institution authorised in any other country, which applies a financial supervision regime at least equivalent to the Capital Adequacy Directive.
counterparty	means any person with or for whom a firm carries on regulated business or an ancillary activity.
counterparty risk requirement	has the meaning given in IPRU-INV 5.11.1R (Counterparty risk requirement).
expenditure based requirement	means the requirement calculated in accordance with IPRU-INV 5.9.1R (Expenditure based requirement).
financial resources	has the meaning given in IPRU-INV 5.2.3R (Financial resources).
financial resources requirement	has the meaning given in IPRU-INV 5.4.1R (Determination of requirement).
financial resources rules	has the meaning given in IPRU-INV 5.2.
financial return	means quarterly financial return or monthly financial return as the case may be.
foreign exchange position	has the meaning given in IPRU-INV 5.14.1R (Foreign exchange requirement).
investment	means a designated investment in the main Glossary.
investment business	means designated investment business in the main Glossary.
investment firm	has the meaning given to investment firm in the main Glossary except that it excludes persons to which MiFID does not apply as a result of articles 2 or 3 of MiFID.
investment firm	Note: An investment firm is not necessarily a firm for the purposes of the rules.
investment manager	means a person who, acting only on behalf of a customer, either:
	(a)	manages an account or portfolio in the exercise of discretion; or
	(b)	has accepted responsibility on a continuing basis for advising on the composition of the account or portfolio.
liquid capital	has the meaning given in IPRU-INV 5.3.1R (Calculation of own funds and liquid capital).
liquid capital requirement	has the meaning given in IPRU-INV 5.4.4R (Liquid capital requirement).
non-retail client	means a professional client or an eligible counterparty.
OPS or occupational pension scheme	means any scheme or arrangement which is comprised in one or more instruments or agreements and which has, or is capable of having, effect in relation to one or more descriptions or categories of employment so as to provide benefits, in the form of pensions or otherwise, payable on termination of service, or on death or retirement, to or respect of earners with qualifying service in an employment of any such description or category.
OPS firm	means:
	(a)	a firm which:
		(i)	carries on OPS activity but not with a view to profit; and
		(ii)	is one or more of the following:
			(A)	a trustee of the occupational pension scheme in question;
			(B)	a company owned by the trustees of the occupational pension scheme in question;
			(C)	a company which is:
				(I)	an employer in relation to the occupational pension scheme in question in respect of its employees or former employees or their dependants; or
				(II)	a company within the group which includes an employer within (I); or
				(III)	an administering authority subject to the Local Government Superannuation Regulations 1986; or
	(b)	a firm which:
		(i)	has satisfied the requirements set out in (a) at any time during the past 12 months; but
		(ii)	is no longer able to comply with those requirements because of a change in the control or ownership of the employer referred to in (a)(ii) during that period.
otc derivative	means interest rate and foreign exchange contracts covered by Annex III to the previous version of the Banking Consolidation Directive (i.e. Directive (2000/12/EC) and off balance sheet contracts based on equities which are not traded on a recognised or designated investment exchange or other exchange where they are subject to daily margin requirements, excluding any foreign exchange contract with an original maturity of 14 calendar days or less.
other assets requirement	has the meaning given in IPRU-INV 5.17.1R (Other assets requirement).
own funds	has the meaning given in IPRU-INV 5.3.1R and IPRU-INV 5.3.2R, as applicable.
own funds requirement	has the meaning given in IPRU-INV 5.4.3R and IPRU-INV 5.4.4R (Own funds requirement), as applicable.
permitted business	means regulated activity which a firm has permission to carry on.
position risk requirement	has the meaning given in IPRU-INV 5.11.1R (Position risk requirement).
prescribed subordinated loan agreement	means the subordinated loan agreement prescribed by the appropriate regulator for the purposes of IPRU-INV 5.6.4R.
qualifying capital instrument	means that part of a firm's capital which is a security of indeterminate duration, or other instrument, that fulfils the following conditions:
	(a)	it may not be reimbursed on the bearer's initiative or without the prior agreement of the appropriate regulator;
	(b)	the debt agreement must provide for the firm to have the option of deferring the payment of interest on the debt;
	(c)	the lender's claims on the firm must be wholly subordinated to those of all non-subordinated creditors;
	(d)	the documents governing the issue of the securities must provide for debt and unpaid interest to be such as to absorb losses, whilst leaving the firm in a position to continue trading; and
	(e)	only fully paid-up amounts shall be taken into account.
qualifying capital item	means that part of a firm's capital which has the following characteristics:
	(a)	it is freely available to the firm to cover normal banking or other risks where revenue or capital losses have not yet been identified;
	(b)	its existence is disclosed in internal accounting records; and
	(c)	its amount is determined by the management of the firm and verified by independent auditors, and is made known to, and is monitored by, the FCA.
	Note: Verification by internal auditors will suffice until such time as EU provisions making external auditing mandatory have been implemented.
qualifying property	has the meaning given in IPRU-INV 5.7.1R (Qualifying property and qualifying amount defined).
qualifying subordinated loan	has the meaning given in IPRU-INV 5.6 (Qualifying subordinated loans).
qualifying undertaking	has the meaning given in IPRU-INV 5.7.3R (Qualifying undertakings).
readily realisable investment	means a unit in a regulated collective investment scheme, a life policy or any marketable investment other than one which is traded on or under the rules of a recognised or designated investment exchange so irregularly or infrequently:
	(a)	that it cannot be certain that a price for that investment will be quoted at all times; or
	(b)	that it may be difficult to effect transactions at any price which may be quoted.
regulated business	means designated investment business in the main Glossary.
relevant foreign exchange items	means:
	(a)	all assets less liabilities, including accrued interest, denominated in the currency (all investments at market or realisable value);
	(b)	any currency future, at the nominal value of the contract;
	(c)	any forward contract for the purchase or sale of the currency, at the contract value, including any future exchange of principal associated with currency swaps;
	(d)	any foreign currency options at the net delta (or delta-based) equivalent of the total book of such options;
	(e)	any non-currency option, at market value;
	(f)	any irrevocable guarantee;
	(g)	any other off-balance sheet commitment to purchase or sell an asset denominated in that currency.
reporting currency	means the currency in which the firm's books of account are maintained.
specified trustee business	1.	means any investment business carried on in the UK by a trustee firm, but excluding each of the following activities:
		(a)	Dealing or arranging deals in investments
			(i)	where the deal is transacted or arranged by a trustee firm with or through a PTP; or
			(ii)	where the dealing or arranging is done in the course of, or is incidental to, an activity of management falling within paragraph (b) below; or
			(iii)	where the trust is a unit trust scheme and the deal is or the arrangements are made with a view to either an issue or sale of units in such a scheme to, or a redemption or repurchase or conversion of such units or a dealing in investments for such a scheme carried out by with or through, the operator or on the instructions of the operator; or
			(iv)	where the trustee firm, being a bare trustee (or, in Scotland, a nominee) holding investments for another person, is acting on that person's instructions; or
			(v)	where any arrangements do not or would not bring about the transaction in question.
		(b)	Managing investments
			(i)	where the trustee firm has no general authority to effect transactions in investments at discretion; or
			(ii)	if and to the extent that all day-to-day decisions in relation to the management of the investments or any discrete part of the investments are or are to be taken by a PTP; or
			(iii)	if and to the extent that investment decisions in relation to the investments or any discrete part of the investments are or are to be taken substantially in accordance with the advice given by a PTP; or
			(iv)	where the trustee firm is a personal representative or executor and is acting in that capacity; or
			(v)	where the trust is a unit trust scheme and all day-to-day investment decisions in the carrying on of that activity are or are to be taken by the operator of the scheme.
		(c)	Investment advice
			(i)	where the relevant advice:
				(A)	does not recommend the entry into any investment transaction or the exercise of any right conferred by any investment to acquire, dispose of, underwrite or convert such an investment; and
			(ii)	if and to the extent that the relevant advice is in substance the advice of a PTP; or
			(iii)	where the relevant advice is given by the trustee firm acting in the capacity of personal representative or executor.
		(d)	Establishing, operating or winding up a collective investment scheme including acting as trustee of an authorised unit trust scheme but only to the extent that such activities do not otherwise constitute specified trustee business.
		(e)	Any trustee activity undertaken as trustee of an issue of debentures or government or public securities:
			(i)	where the issue is made by a company listed on a recognised investment exchange or on a designated investment exchange (or by a wholly-owned subsidiary of such a company); or
			(ii)	where the issue is listed or traded either on a recognised investment exchange or on a designated investment exchange or on the Société de la Bourse de Luxembourg; or
			(iii)	where the issue is made by a government, local authority or international organisation; or
			(iv)	where the aggregate amounts issued (pursuant to the trust deed or any deed supplemental thereto and ignoring any amounts redeemed, repurchased or converted) exceed the sum of £10,000,000.
	2.	For the purpose of this definition of "specified trustee business":
		(a)	a transaction is entered into through a person if that person:
			(i)	enters into it as agent; or
			(ii)	arranges for it to be entered into as principal or agent by another person and the arrangements are such that they bring about the transaction in question;
		(b)	investment transaction means a transaction to purchase, sell, subscribe for or underwrite a particular investment and "investment decision" means a decision relating to an investment transaction;
		(c)	debentures means any securities falling within article 77 of the RAO;
		(d)	government or public securities means any securities falling within article 78) of the RAO;
		(e)	government, local authority or international organisation means:
			(i)	the government of the United Kingdom, of Northern Ireland, or of any country or territory outside the United Kingdom;
			(ii)	a local authority in the United Kingdom or Anywhere; or
			(iii)	an international organisation the members of which include the United Kingdom or another EEA State.
		(f)	in determining the size of an issue of debentures or government or public securities made in a currency other than sterling, the amount of the issue shall be converted into sterling at the exchange rate prevailing in London on the date of issue.
total capital requirement	has the meaning given in IPRU-INV 5.4.5R (Total capital requirement).
trading book	in relation to a firm's business or exposures, means:
	(a)	its proprietary positions in financial instruments:
		(i)	which are held for resale and/or are taken on by the firm with the intention of benefiting in the short term from actual and/or expected differences between their buying and selling prices or from other price or interest-rate variations;
		(ii)	arising from matched principal broking;
		(iii)	taken in order to hedge other elements of the trading book;
	(b)	exposures due to unsettled securities transactions, free deliveries, OTC derivative instruments, repurchase agreements and securities lending transactions based on securities included in (a)(i) to (iii) above, reverse repurchase agreements and securities borrowing transactions based on securities included in (a)(i) to (iii) above; and
	(c)	fees, commission, interest and dividends, and margin on exchange-traded derivatives which are directly related to the items included in (a) and (b) above.
trustee activity	means, in relation to a firm, any activity undertaken in the course of or incidental to the exercise of any of its powers, or the performance of any of its duties, when
unit trust manager	means the manager of a unit trust scheme.
zone b country	means a country which is not a Zone A country in the Glossary.

REC 2.5.8G01/04/2013

In assessing a UK RIE's systems and controls for the effecting and monitoring of transactions, and for the operation of settlement arrangements, the FCA3 may have regard to the totality of the arrangements and processes through which the UK RIE's transactions are effected, cleared,3 and settled, including:333(1) a UK RIE's arrangements under which orders are received and matched, its arrangements for trade and transaction reporting, and (if relevant) its arrangements with another

COLL 3.2.6R01/10/2016

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) with the names of 15the individual states, local authorities 15or public international bodies issuing or guaranteeing the transferable securities or approved money-market instruments 15in which more than 35% in value of the scheme property may be invested15.
	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 15, authorising the issue of bearer certificates if any, and how such holders are to identify themselves; and 12
	(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.

CONC 2.10.20G01/04/2014

Where a firm understands, or reasonably suspects, a customer has or may have a mental capacity limitation the firm should take particular care that the customer is not provided with credit which the firm knows, or reasonably believes, to be unsuitable to the customer's needs, even where the credit would be affordable.[Note: paragraph 4.43 of MCG]

EG 13.10.201/03/2016

1Exceptionally, the FCA will consider making such a challenge using its powers in sections 356 and 357 of the Act after considering, in particular, the following matters: (1) The composition of the creditors of the company including the ratio of consumer to non-consumer creditors or the nature of their claims; (2) whether the FCA has concerns, or is aware of concerns of creditors, about the regularity of the meeting or the identification of connected or associated

CONC 5.3.4R26/09/2014

A firm must not base its creditworthiness assessment, or its assessment required under CONC 5.2.2R (1), primarily or solely on the value of any security provided by the customer, but this rule does not apply in relation to a regulated credit agreement under which the firm takes an article in pawn and the customer's total financial liability (including capital, interest and all other charges) is limited under the agreement to the proceeds of sale which would represent the true

FEES 10.5.4R01/04/2015

Table of rules in FEES 4 that also apply in FEES 10.

FEES 4 incorporated into FEES 10	Description	Modifications
FEES 4.2.4 R	Method of payment	none
FEES 4.2.7B R	Calculation of periodic fees and tariff base for a firm's second financial year	none
FEES 4.2.7C G	Application of FEES	none
FEES 4.2.8 R	How FEES 4.2.7 R applies to an incoming EEA firm or an incoming Treaty firm	none
FEES 4.2.9 G	Fee payers ceasing to hold relevant status or reducing the scope of their permission after start of relevant period	Reference to column (1) of the table in FEES 4.2.11 R is a reference to FEES 10.1.2 G
FEES 4.3.7 R	Groups of firms	Reference to FEES 4.2.1 R is a reference to FEES 10.2.1 R.
FEES 4.3.13 R	Firms applying to cancel or vary permission before start of period	Reference toFEES 4.2.1 R is a reference to FEES 10.2.1 R.
FEES 4.3.15 R	Firms acquiring businesses from other firms	Reference to FEES 4.2.6 R and FEES 4.2.7 R is a reference to FEES 10.2.5 R Reference to FEES 4.2.1 R is a reference to FEES 10.2.1 R
FEES 4.4.1 R to FEES 4.4.6 R	Information on which fees are calculated	none

CASS 7.13.30R01/06/2015

A firm may segregate client money in a different currency from that in which it was received or in which the firm is liable to the relevant client. If it does so the firm must ensure that the amount held is adjusted each day to an amount at least equal to the original currency amount (or the currency in which the firm has its liability to its clients, if different), translated at the previous day's closing spot exchange rate.

Related provisions for IPRU-INV 12.2.1

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