Related provisions for SUP 9.2.4

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REC 2.16A.1UKRP

Schedule to the Recognition Requirements Regulations, Paragraph 9A-9H3

1(1)

[A UK RIE] operating a multilateral trading facility or an organised trading facility3 must also operate a regulated market3.

(2)

An exchange5 operating a multilateral trading facility or an organised trading facility3 must comply with those requirements of-

(a)

any provisions of the law of the United Kingdom relied on by the United Kingdom before IP completion day to implement Chapter 1 of Title II of the markets in financial instruments directive—5

3

(i)

as they have effect on 1 December 20216, in the case of rules made by the FCA under the Act; and5

(ii)

as amended from time to time, in all other cases;5

(b)

any EU regulation originally made under Chapter 1 of the markets in financial instruments directive which is retained direct EU legislation, or any subordinate legislation (within the meaning of the Interpretation Act 1978) made under those provisions on or after IP completion day;5

3

which are applicable to a market operator35operating such a facility.

(3)

The requirements of this paragraph do not apply for the purposes of section 292(3)(a) of the Act (requirements for overseas investment exchanges and overseas clearing houses).

(4)3

A [UK RIE] operating a multilateral trading facility or organised trading facility must provide the FCA with a detailed description of -

(a)

the functioning of the multilateral trading facility or organised trading facility;

(b)

any links to another trading venue owned by the same [UK RIE] or to a systematic internaliser owned by the same exchange; and

(c)

a list of the facility’s members, participants and users.

[Note:MiFID ITS 19 prescribes the content and format of the description of the functioning of a MTF or OTF to be provided to the FCA]3

(5)3

Any multilateral trading facility or an organised trading facility operated by the [UK RIE] must have at least three materially active members or users who each have the opportunity to interact with all the others in respect of price formation.

Paragraph 9B – Specific requirements for multilateral trading facilities: execution of orders3

(1)3

A [UK RIE] must have non-discretionary rules for the execution of orders on a multilateral trading facility operated by it.

(2)3

A [UK RIE] must not on a multilateral trading facility operated by it -

(a)

execute any client orders against its proprietary capital; or

(b)

engage in matched principal trading.

Paragraph 9C – Specific requirements for multilateral trading facilities: access to a facility3

The rules of the [UK RIE] about access to, or membership of, a multilateral trading facility regulated market operated by it must permit the [UK RIE] to give access to or admit to membership to (as the case may be) only -3

(a)

an investment firm which has permission under Part 4A of the Act to carry on a regulated activity which is an investment service or activity5;

(b)

a qualifying credit institution that has Part 4A permission to carry on the regulated activity of accepting deposits.5

(c)

a person who –

(i)

is of sufficient good repute;

(ii)

has a sufficient level of trading ability, and competence and experience;

(iii)

where applicable, has adequate organisational arrangements; and

(iv)

has sufficient resources for the role it is to perform, taking account of the financial arrangements the [UK RIE] has established in order to guarantee the adequate settlement transactions.

Paragraph 9D – Specific requirements for multilateral trading facilities: disclosure3

(1)3

The rules of the [UK RIE] must provide that where it, without obtaining the consent of the issuer, admits to trading on a multilateral trading facility operated by it a transferable security which has been admitted to trading on a regulated market, the [UK RIE] may not require the issuer of that security to demonstrate compliance with the disclosure obligations.

(2)3

The [UK RIE] must maintain arrangements to provide sufficient publicly available information (or satisfy itself that sufficient information is publicly available) to enable users of a multilateral trading facility operated by it to form investment judgements, taking into account both the nature of the users and the types of instruments traded.

(3)3

In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB.

Paragraph 9E – SME growth markets3

(1)3

A [UK RIE] operating an SME growth market5 (an “exchange-operated SME growth market”) must comply with rules made by the FCA for the purposes of this paragraph as they have effect on IP completion day5.

[Note:REC 2.16A.1D]4

(2)3

An exchange-operated SME growth market must not admit to trading a financial instrument which is already admitted to trading on another SME growth market unless the issuer of the instrument has been informed of the proposed admission to trading and has not objected.

(3)3

Where an exchange-operated SME growth market exchange admits a financial instrument to trading in the circumstances of paragraph (2), that exchange-operated SME growth market may not require the issuer of the financial instrument to demonstrate compliance with -

(a)

any obligation relating to corporate governance, or

(b)

the disclosure obligations.

(4)3

In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB.

Paragraph 9F – Specific requirements for organised trading facilities: execution of orders3

(1)3

[A UK RIE] operating an organised trading facility must -

(a)

execute orders on that facility on a discretionary basis in accordance with sub-paragraph (4);

(b)

not execute any client orders on that facility against its proprietary capital or the proprietary capital of any entity that is part of the same group or legal person as the [UK RIE] unless in accordance with sub-paragraph (2);

(c)

not operate a systematic internaliser within the same legal entity;

(d)

ensure that the organised trading facility does not connect with a systematic internaliser in a way which enables orders in an organised trading facility and orders or quotes in a systematic internaliser to interact; and

(e)

ensure that the organised trading facility does not connect with another organised trading facility in a way which enables orders in different organised trading facilities to interact.

(2)3

A [UK RIE] may only engage in -

(a)

matched principal trading on an organised trading facility operated by it in respect of-

(i)

bonds,

(ii)

structured finance products,

(iii)

emission allowances,

(iv)

derivatives which have not been declared subject to the clearing obligation in accordance with Article 5 of the EMIR regulation,

where the client has consented to that; or

(b)

dealing on own account on an organised trading facility operated by it, otherwise than in accordance with sub-paragraph (a), in respect of sovereign debt instruments for which there is not a liquid market.

(3)3

If the [UK RIE] engages in matched principal trading in accordance with sub-paragraph (2)(a) it must establish arrangements to ensure compliance with the definition of matched principal trading5.

(4)3

The discretion which the [UK RIE] must exercise in executing a client order may only be the discretion mentioned in sub-paragraph (5) or in sub-paragraph (6) or both.

(5)3

The first discretion is whether to place or retract an order on the organised trading facility.

(6)3

The second discretion is whether to match a specific client order with other orders available on the organised trading facility at a given time, provided the exercise of such discretion is in compliance with specific instructions received from the client and in accordance with the [UK RIE’s] obligations under—5

(a)

section 11.2A of the Conduct of Business sourcebook;5

(b)

Articles 64 to 66 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive;5

(c)

[deleted]6

5

(d)

[deleted]6

5

(7)3

Where the organised trading facility crosses client orders the [UK RIE] may decide if, when and how much of two or more orders it wants to match within the system.

(8)3

Subject to the requirements of this paragraph, with regard to a system that arranges transactions in non-equities, the [UK RIE] may facilitate negotiation between clients so as to bring together two or more comparable potentially trading interests in a transaction.

(9)3

The [UK RIE] must comply with rules made by the FCA as they have effect on 1 December 20216 as to how Articles 24, 25, 27 and 28 of the markets in financial instruments directive apply to its operation of an organised trading facility.

5

(10)3

Nothing in this paragraph prevents a [UK RIE] from engaging an investment firm to carry out market making on an independent basis on an organised trading facility operated by the [UK RIE]provided the investment firm does not have close links with the [UK RIE].

(11)3

In this paragraph -

“close links” has the meaning given in Article 2(1)(21) of the markets in financial instruments regulation;5

“investment firm” has the meaning given in Article 2(1A) of the markets in financial instruments regulation;5

“non-equities” means bonds, structured finance products, emissions allowances and derivatives traded on a trading venue to which Article 8(1) of the markets in financial instrument regulation applies.

Paragraph 9G – Specific requirements for organised trading facilities: disclosure3

(1)3

The rules of the [UK RIE] must provide that where it, without obtaining the consent of the issuer, admits to trading on an organised trading facility operated by it a transferable security which has been admitted to trading on a regulated market, the [UK RIE] may not require the issuer of that security to demonstrate compliance with the disclosure obligations.

(2)3

The [UK RIE] must maintain arrangements to provide sufficient publicly available information (or satisfy itself that sufficient information is publicly available) to enable users of the organised trading facility operated by it to form investment judgements, taking into account both the nature of the users and the types of instruments traded.

(3)3

In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB.

Paragraph 9H – Specific requirements for organised trading facilities: FCA request for information3

(1)3

A [UK RIE] must, when requested to do so, provide the FCA with a detailed explanation in respect of an organised trading facility operated by it, or such a facility it proposes to operate, of -

(a)

why the organised trading facility does not correspond to and cannot operate as a multilateral trading facility, a regulated market or a systematic internaliser;

(b)

how discretion will exercised in executing client orders, and in particular when an order to the organized trading facility may be retracted and when and how two or more client orders will be matched within the facility; and

(c)

its use of matched principal trading.

(2)3

Any information required under sub-paragraph (1) must be provided to the FCA in the manner which it considers appropriate.

REC 2.16A.1AGRP
3In determining whether there are satisfactory arrangements for securing the timely discharge of the rights and liabilities of the parties to transactions effected on its multilateral trading facility, the FCA may have regard to:(1) (in relation to transactions in derivatives which are to be cleared pursuant to article 4 of EMIR or otherwise agreed by the relevant transacting parties to be cleared) the UK recognised body’s ability to demonstrate that its multilateral trading facility
REC 2.16A.1CRRP
3In paragraphs 9H(1) and (2) of the Schedule to the Recognition Requirements Regulations where the UK RIE must provide information in respect of an organised trading facility operated by it, such information must be provided to the FCA in writing and delivered by any one of the methods set out in REC 3.2.3R.
REC 2.16A.1DRRP
4For the purposes of complying with the requirement set out in paragraph 9E of the Schedule to the Recognition Requirement Regulations (SME Growth Markets), the rules set out by the FCA in MAR 5.10 (Operation of an SME growth market) apply to a UK RIE operating a multilateral trading facility as an SME growth market, as though it was an investment firm. [Note: article 33 of MiFID]
REC 2.16A.2GRP
1In determining whether a UK RIE operating a multilateral trading facility (including an SME growth market) or organised trading facility)3 complies with this chapter3, the FCA will have regard to the compliance of the UK RIE with equivalent recognition requirements. A UK RIE operating such facilities should also have regard to the guidance set out in MAR 5 (Multilateral trading facilities (MTFs)) and MAR 5A (Organised trading facilities (OTFs))3. 22
FEES 5.3.1GRP
Each financial year, the FCA and FOS Ltd will consult on the amount of the annual budget19of the Financial Ombudsman Service which is to be raised by the general levy. 19
FEES 5.3.3GRP
The FCA will determine, following consultation, the amount to be raised from each industry block. This will be based on the budgeted costs and numbers of Financial Ombudsman Service staff required to deal with the volume of complaints which the Financial Ombudsman Service expects to receive about the firms in each industry block. 8
FEES 5.3.5GRP
The FCA will specify a minimum levy for firms in each industry block.
FEES 5.3.6RRP
A firm must pay to the FCA a general levy towards the costs of operating the Compulsory Jurisdiction of the Financial Ombudsman Service.
REC 3.13.1GRP
(1) The purpose of REC 3.13 is to enable the FCA2to monitor any significant instances where UK recognised bodies outsource their functions to other persons (as permitted 1under Regulation 6 of the Recognition Requirements Regulations or, in relation to a RAP, under regulation 13 of the RAP regulations. See REC 2.2 and REC 2A.25).214141(2) The FCA2does not need to be notified of every instance of outsourcing by a UK recognised body, but only where an activity or activities which
REC 3.13.2RRP
Where a UK recognised body makes an offer or agrees to delegate any of its relevant functions to another person, it must immediately give the FCA2notice of that event, and:2(1) inform the FCA2of the reasons for that delegation or proposed delegation;2(2) inform the FCA2of the reasons why it is satisfied that it will continue to meet the recognition requirements or (for a RAP) RAP recognition requirements54following that delegation;21(3) where it makes such an offer by issuing
REC 3.13.3RRP
A UK recognised body must immediately give the FCA2notice, where it makes an offer or agrees to undertake any relevant function of another UK recognised body.2
A firm is not subject to consolidated supervision2 under the rules in this Chapter where any of the following conditions are fulfilled: (1) the firm is included in the supervision on a consolidated basis of the group of which it is a member by a competent authority other than the FCA; or (2) the firm is 2included in the supervision on a consolidated basis of the group of which it is a member by the FCA under MIFIDPRU 2.5 (prudential consolidation)2; or(3) the firm is subject,
A firm need not meet the requirements in rules 14.3.1 and 14.3.2 if: (1) there is no credit institution in the group; (2) no firm in the group deals in investments as principal, except where it is dealing solely as a result of its activity of operating a collective investment scheme2(3) [Deleted](4) the firm notifies the FCA of any serious risk that could undermine the financial stability
If the firm notifies the FCA under rule 14.1.4 that it will not apply the rules in this section, it must: (1) submit to FCA a consolidated supervision return within the time period specified by SUP 16, together with a consolidated profit and loss account; (2) ensure that each firm in the group deducts from its solo financial resources any quantifiable contingent liability in respect of other group entities; (3) ensure that the solo financial
(1) [Deleted](2) The conditions in rule 14.1.5 aim to ensure that the firm is protected from weaknesses in other group entities. (3) In rule 14.1.5(2), contingent liabilities includes direct and indirect guarantees. (4) 14.1.5(3) aims to ensure that the expenditure-based requirement incorporates the firm's actual ongoing annual expenditures (including any share of depreciation on fixed assets) where these have been met by another group entity. (5) The FCA
SUP 15.12.1RRP
A firm must notify the FCA, using the form in SUP 15 Annex 8R, where:(a) in any 12-month period, it has upheld three complaints about matters relating to activities carried out by any one employee when acting as a retail investment adviser; or(b) it has upheld a complaint about matters relating to activities carried out by any one employee when acting as a retail investment adviser, where the redress paid exceeds £50,000.(2) A notification made under (1)(a) must be made by the
SUP 15.12.2RRP
For the purpose of SUP 15.12.1R:(1) when calculating the number of complaints in SUP 15.12.1R(1)(a), the firm should exclude complaints previously notified to the FCA under this rule;(2) redress, under SUP 15.12.1R(1)(b), should be interpreted to include an amount paid, or cost borne, by the firm, where a cash value can be readily identified, and should include:(a) amounts paid for distress and inconvenience;(b) a free transfer out to another provider for which a transfer would
SUP 15.12.3RRP
Notifications under SUP 15.12.1R must be made electronically using a method of notification prescribed by the FCA.
SUP App 3.6.7GRP
In respect of banking services, the European Commission believes that "...to determine where the activity was carried on, the place of provision of what may be termed the 'characteristic performance' of the service i.e. the essential supply for which payment is due, must be determined" (Commission interpretative communication: Freedom to provide services and the interests of the general good in the Second Banking Directive (97/C 209/04)). In the view of the FCA5, this requires
SUP App 3.6.8GRP
The FCA is5 of the opinion that UK firms that are credit institutions and MiFID investment firms2 should apply the 'characteristic performance' test (as referred to in SUP App 3.6.7 G) when considering whether prior notification is required for services business. Firms should note that other EEA States may take a different view. Some EEA States may apply a solicitation test. This is a test as to whether it is the consumer or the provider that initiates the business relations
SUP App 3.6.15GRP
The FCA considers5 that, in order to comply with Principle 3:Management and control (see PRIN 2.1.1 R), a firm should have appropriate procedures to monitor the nature of the services provided to its customers. Where a UK firm has non-resident customers but has not notified the EEA State in which the customers are resident that it wishes to exercise its freedom to provide services, the FCA5 would expect the firm's systems to include appropriate controls. Such controls would
SUP App 3.6.27GRP
Firms should note that, in circumstances where the FCA5 take the view that a notification would not be required, other EEA States may take a different view.66
FEES 2.3.1RRP
If it appears to the FCA or the FSCS (in relation to any FSCS levy only) that in the exceptional circumstances of a particular case, the payment of any fee, FSCS levy, FOS levy, 9SFGB levy, TPR SFGB levy or TPR DA levy7 would be inequitable, the FCA or the FSCS as relevant, may (unless FEES 2.3.2BR applies) reduce or remit all or part of the fee or levy in question which would otherwise be payable.541041023410233685410410234101
FEES 2.3.2RRP
If it appears to the FCA or the FSCS (in relation to any FSCS levy only) that in the exceptional circumstances of a particular case to which FEES 2.3.1R does not apply, the retention by the FCA, the FSCS, or the CFEB, as relevant, of a fee, FSCS levy, FOS levy, CFEB levy, SFGB levy, TPR SFGB levy or TPR DA levy7 which has been paid would be inequitable, the FCA, the FSCS or the CFEB, may (unless FEES 2.3.2BR applies) refund all or part of that fee or levy.54104102341052341033
FEES 2.3.2BRRP
1The FCA5or the FSCS2may not consider a claim under FEES 2.3.1 R and/or FEES 2.3.2 R to reduce, remit or refund any overpaid amounts paid by a fee or levy2 payer in respect of a particular period, due to a mistake of fact or law by the fee or levy2 payer, if the claim is made by the fee or levy2 payer more than 2 years after the beginning of the period to which the overpayment relates.
COLL 7.4.1GRP
(1) This section deals with the circumstances and manner in which an AUT is to be wound up or a sub-fund of an AUT is to be terminated. Under section 256 of the Act (Requests for revocation of authorisation order), the manager or trustee of an AUT may request the FCA to revoke the authorisation order in respect of that AUT. Section 257 of the Act (Directions) gives the FCA the power to make certain directions.(2) The termination of a sub-fund under this section will be subject
COLL 7.4.2AGRP

1This table belongs to COLL 7.4.1 G (4) (Explanation of COLL 7.4)

Summary of the main steps in winding up an AUT or terminating a sub-fund under FCArules

Notes: N = Notice to be given to the FCA under section 251 of the Act.

E = commencement of winding up or termination

W/U = winding up

FAP = final accounting period (COLL 7.4.5 R (4))

Step number

Explanation

When

COLLrule (unless stated otherwise)

1

Receive FCA approval

N + one month

On receipt of notice from the FCA

Section 251 of the Act

2

Normal business ceases; notify unitholders

E

7.4.3R

3

Trustee to realise and distribute proceeds

ASAP after E

7.4.4R(1) to (5)

4

Send annual long report of manager and trustee to the FCA

Within 4 months of FAP

7.4.5R(5)

5

Request FCA to revoke relevant authorisation order

On completion of W/U

7.4.4R(6)

COLL 7.4.4RRP
(1) Where COLL 7.4.3 R (2) (f) applies, the trustee must cancel all units in issue and1 wind up the AUT or terminate the sub-fund in accordance with the approved scheme of arrangement.(2) In any other case falling within COLL 7.4.3 R:(a) once the AUT falls to be wound up or sub-fund terminated, the trustee must realise the scheme property;(b) after paying out or retaining adequate provision for all liabilities payable and for the costs of the winding up or termination, the trustee
COLL 7.4.5RRP
(1) [deleted]21111(1A) [deleted]21(2) For any annual accounting period or half-yearly accounting period which begins after commencement of the winding up or termination2, a copy of the long report must be supplied free of charge to any unitholder upon request.1(2A) The2manager must ensure that it keeps unitholders appropriately informed about the winding up or termination, including its likely duration.1(2B) The manager must send a copy of the information required by COLL 7.4.5
EG 19.12.1RP
2These Regulations implemented3 in part the Financial Conglomerates Directive,25 which imposed3 certain procedural requirements on the FCA as a competent authority under the Directive. These Regulations also made3 specific provision about the exercise of certain supervisory powers in relation to financial conglomerates. 25 Directive 2002/87/EC
EG 19.12.2RP
2The FCA's powers to vary a firm’s Part 4A permission or to impose requirements under sections 55J and 55L of the Act were3 extended under these Regulations. The FCA is able to use these powers where it is desirable to do so for the purpose of: supervision in accordance with the Financial Groups Directive Regulations3;acting in accordance with specified provisions of the Capital Requirements Regulations 20133; andacting in accordance with specified provisions that implemented
EG 19.12.3RP
2The duty imposed by section 55B(3) (The threshold conditions) of the Act does not prevent the FCA from exercising its own-initiative power for these purposes. But subject to that, when exercising this power under the Regulations, the FCA will do so in a manner consistent with its approach generally to variation under the Act.
SYSC 4.2.4GRP
At least two independent minds should be applied to the formulation and implementation of the policies of a common platform firm, a management company3, a full-scope UK AIFM5 and the UK branch of a third country firm9. Where a firm1 nominates just two individuals to direct its business, the FCA9 will not regard them as both effectively directing the business where one of them makes some, albeit significant, decisions relating to only a few aspects of the business. Each should
SYSC 4.2.5GRP
Where there are more than two individuals directing the business of a common platform firm, a management company3, a full-scope UK AIFM5 or the UK branch of a third country firm9,1 the FCA9 does not regard it as necessary for all of these individuals to be involved in all decisions relating to the determination of strategy and general direction. However, at least two individuals should be involved in all such decisions. Both individuals' judgement should be engaged so that major
SYSC 4.2.7RRP
A full-scope UK AIFM must notify the FCA of the names of the senior personnel of the firm and of every person succeeding them in office.[Note: article 8(1)(c) of AIFMD]
SYSC 4.2.8GRP
Where the senior personnel of a full-scope UK AIFM will carry out a FCA8governing function and the firm has applied for the FCA's approval under section 59 of the Act, this will be considered sufficient to comply with SYSC 4.2.7 R.88
REC 2.15.3GRP
In determining whether a UK recognised body has effective arrangements for monitoring and enforcing compliance with its rules (including3 its settlement arrangements), the FCA3 may have regard to:33(1) the UK recognised body's ability to:(a) monitor and oversee the use of its facilities;(b) assess its members' compliance with its rules (and settlement arrangements, where appropriate);(c) assess the significance of any non-compliance;(d) take appropriate disciplinary action against
REC 2.15.4GRP
In assessing whether the procedures made by a UK recognised body to investigate complaints about the users of its facilities are satisfactory, the FCA3 may have regard to: 3(1) whether these procedures include arrangements which enable the UK recognised body to:(a) acknowledge complaints promptly;(b) consider and investigate these complaints objectively, promptly and thoroughly; (c) provide a timely reply to the complainant; and(d) keep adequate records of complaints and investigations;(2)
REC 2.15.5GRP
In assessing whether the arrangements include procedures for the fair, independent and impartial resolution of appeals against decisions of a UK recognised body, the FCA3 may have regard to at least the following factors: 3(1) the appeal procedures of the UK recognised body, including the composition and roles of any appeal committees or tribunals, and their relationship to the governing body; (2) the arrangements made to ensure prompt hearings of appeals from decisions made by
REC 2.15.6GRP
In assessing whether a UK recognised body's arrangements include appropriate provision for ensuring the application of any financial penalties in ways described in the recognition requirement, the FCA3 may have regard to: 3(1) the UK recognised body's policy regarding the application of financial penalties; (2) the arrangements made for applying that policy in individual cases; but the FCA3 does not consider that it is necessary for UK recognised bodies to follow any specific
LR 9.6.1RRP
A listed company must forward to the FCA for publication a copy of all circulars7, notices, reports or other documents to which the listingrules apply at the same time as they are issued, by uploading it to the national storage mechanism7.
LR 9.6.2RRP
A listed company must forward to the FCA for publication a copy7 of all resolutions passed by the listed company other than resolutions concerning ordinary business at an annual general meeting as soon as possible after the relevant general meeting, by uploading it to the national storage mechanism7.
LR 9.6.3RRP
(1) A listed company must notify a RIS as soon as possible when a document has been forwarded to the FCA under LR 9.6.1 R or LR 9.6.2 R unless the full text of the document is provided to the RIS.(2) A notification made under paragraph (1) must set out where copies of the relevant document can be obtained.
LR 9.6.19RRP
A listed company which changes its name must, as soon as possible:(1) notify a RIS of the change, stating the date on which it has taken effect;(2) inform the FCA in writing of the change; and(3) where the listed company is incorporated in the United Kingdom, send the FCA a copy of the revised certificate of incorporation issued by the Registrar of Companies.
PERG 2.10.5GRP
With one exception, a5person is exempt if they are7 an appointed representative of an authorised person. In some circumstances, however, a person may be an appointed representative and not be exempt, if the person has a limited permission for certain credit-related regulated activities.5 See SUP 12 (Appointed representatives). But where an appointed representative carries on insurance distribution or reinsurance distribution, that person7 will not be exempt unless they are7 included
PERG 2.10.10GRP
But under section 316 of the Act (Direction by a regulator) the general prohibition does not apply to a person who is a member of the Society of Lloyds unless the FCA or PRA has made a direction that it should apply. The general prohibition is disapplied in relation to any regulated activity carried on by a member relating to contracts of insurance written at Lloyds. Directions can be made by the FCA or PRA in relation to individual members or the members of the Society of Lloyds
PERG 2.10.13GRP
Such a person may carry on regulated activities if the conditions outlined below are met, that is the person:(1) is not affected by an order or direction made by the FCA under section 328 or 329 of the Act (Directions and orders in relation to the general prohibition) which has the effect of re-imposing the general prohibition in any particular case;(2) is, or is controlled by, a member of a profession;(3) does not receive any pecuniary reward or other advantage from the regulated
PERG 2.10.16GRP
A person carrying on regulated activities under the regime for members of the professions will be subject to rules made by the professional body designated by the Treasury. Such bodies are obliged to make rules governing the carrying on by their members of those regulated activities that they are able to carry on without authorisation under the Act. Where such a person is carrying on insurance distribution or reinsurance distribution, that person7 must also be included on the
COLL 4.2.3RRP
(1) The authorised fund manager of an AUT, ACS21 or an ICVC16 must:16(a) provide16 a copy of the scheme's most recent prospectus drawn up and published in accordance with COLL 4.2.2 R (Publishing the prospectus) free of charge to any person on request; and16(b) file a copy of the scheme's original prospectus, together with all revisions thereto, with the FCA32.1616(1A) 16Except where an investor requests a paper copy or the use of electronic communications is not appropriate,
COLL 4.2.3ARRP
(1) 16The authorised fund manager of a UCITS scheme that is a feeder UCITS must:(a) where requested by an investor, provide a copy of the prospectus of its master UCITS free of charge; and(b) file a copy of the prospectus of its master UCITS and any amendments thereto with the FCA.(2) Except where an investor requests a paper copy or the use of electronic communications is not appropriate, the prospectus of the master UCITS may be provided in a durable medium other than paper
COLL 4.2.3BRRP
(1) 18The authorised fund manager of a feeder NURS must, where requested by an investor or the FCA , provide such person with a copy of the prospectus of its qualifying master scheme free of charge.(2) 18Except where an investor requests a paper copy or the use of electronic communications is not appropriate, the prospectus of the qualifying master scheme may be provided in a durable medium other than paper, or by means of a website that meets the website conditions.20
COLL 4.2.5RRP

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

Document status

1

A statement that the document is the prospectus of the authorised fund valid as at a particular date (which shall be the date of the document).

Authorised fund

2

A description of the authorised fund including:

(a)

its name;

29(aa)

its FCA product reference number (PRN);

(b)

whether it is an ICVC, ACS21 or an AUT;17

3(ba)

whether it is a UCITS scheme or a non-UCITS retail scheme;

17(bb)

a statement that unitholders in an AUT, ICVC or co-ownership scheme21 are not liable for the debts of the authorised fund;21

(bc)

a statement that the scheme property of a co-ownership scheme is beneficially owned by the participants as tenants in common (or, in Scotland, is the common property of the participants);21

(bd)

a statement that a unitholder in a limited partnership scheme is not liable for the debts or obligations of the limited partnership scheme beyond the amount of the scheme property which is available to the authorised contractual scheme manager to meet such debts or obligations, provided that the unitholder does not take part in the management of the partnership business;21

(be)

a statement that the exercise of rights conferred on limited partners by FCArules does not constitute taking part in the management of the partnership business;21

(c)

for an ICVC, the address of its head office and the address of the place in the United Kingdom for service on the ICVC of notices or other documents required or authorised to be served on it;

(ca)

for an ACS that is a limited partnership scheme, the address of the proposed principal place of business of the limited partnership scheme;21

(d)

the effective date of the authorisation order made by the FCA and relevant details of termination, if the duration of the authorised fund is limited;

(e)

its base currency;

(f)

for an ICVC, the maximum and minimum sizes of its capital;

18

(g)

the circumstances in which it may be wound up under the rules and a summary of the procedure for, and the rights of unitholders under, such a winding up; and1817

18(h)

if it is not an umbrella, a statement that it is a feeder UCITS, a feeder NURS, a fund of alternative investment funds or a property authorised investment fund22, where that is the case.

22

Umbrella ICVCs or co-ownership schemes21

2A

The following statements for an ICVC or a co-ownership scheme which is an umbrella:21

21

(a)

for an ICVC, a statement that21its sub-funds are segregated portfolios of assets and, accordingly, the assets of a sub-fund belong exclusively to that sub-fund and shall not be used to discharge directly or indirectly the liabilities of, or claims against, any other person or body, including the umbrella, or any other sub-fund, and shall not be available for any such purpose;

21

(aa)

for a co-ownership scheme, a statement that the property subject to a sub-fund is beneficially owned by the participants in that sub-fund as tenants in common (or, in Scotland, is the common property of the participants in that sub-fund) and must not be used to discharge any liabilities of, or meet any claims against, any person other than the participants in that sub-fund; and21

(b)

for an ICVC or a co-ownership scheme, a statement that21 while the provisions of the OEIC Regulations, and section 261P (Segregated liability in relation to umbrella co-ownership schemes) of the Act in the case of co-ownership schemes,21 provide for segregated liability between sub-funds, the concept of segregated liability is relatively new. Accordingly, where claims are brought by local creditors in foreign courts or under foreign law contracts, it is not yet known how those foreign courts will react to regulations 11A and 11B of the OEIC Regulations or, as the case may be, section 261P of the Act.2118

18Umbrella Schemes

182B

For a UCITS scheme or non-UCITS retail scheme which is an umbrella:29

222222

29(a)

a statement detailing whether each specific sub-fund is a feeder UCITS, a feeder NURS, a fund of alternative investment funds or a property authorised investment fund, as appropriate; and

29(b)

the FCA product reference number (PRN) of each sub-fund.

Investment objectives and policy

3

The following particulars of the investment objectives and policy of the authorised fund:

(a)

the investment objectives, including its financial objectives;

(b)

the authorised fund's investment policy for achieving those investment objectives, including the general nature of the portfolio and, if appropriate, any intended specialisation;

(c)

an indication of any limitations on that investment policy;22

(c-b)

where:33

(i)

a target for a scheme’s performance has been set, or a payment out of scheme property is permitted, by reference to a comparison of one or more aspects of the scheme property or price with fluctuations in the value or price of an index or indices or any other similar factor (a “target benchmark”); or33

(ii)

without being a target benchmark, arrangements are in place in relation to the scheme according to which the composition of the portfolio of the scheme is, or is implied to be, constrained by reference to the value, the price or the components of an index or indices or any other similar factor (a “constraining benchmark”); or33

(iii)

without being a target benchmark or a constraining benchmark, the scheme’s performance is compared against the value or price of an index or indices or any other similar factor (a “comparator benchmark”),33

a statement providing sufficient information for investors to understand the choice and use of any target benchmark, constraining benchmark or comparator benchmark in relation to the scheme;33

(c-a)

where no target benchmark, constraining benchmark or comparator benchmark is used, a statement to that effect and an explanation of how investors can assess the performance of the scheme;33

22(ca)

for an authorised fund that has indicated in its name, investment objectives or fund literature (including in any financial promotions for the fund), through use of descriptions such as 'absolute return', 'total return' or similar, an intention to deliver positive returns in all market conditions (and where there is no actual guarantee of such returns), additional statements in the authorised fund's investment objectives specifying:

(i)

that capital is in fact at risk;

(ii)

the investment period over which the authorised fund aims to achieve a positive return; and

(iii)

there is no guarantee that this will be achieved over that specific, or any, time period;

(d)

the description of assets which the capital property may consist of;

(e)

the proportion of the capital property which may consist of an asset of any description;

(f)

the description of transactions which may be effected on behalf of the authorised fund and an indication of any techniques and instruments or borrowing powers which may be used in the management of the authorised fund;

(g)

a list of the eligible markets through which the authorised fund may invest or deal in accordance with COLL 5.2.10 R (2)(b) (Eligible markets: requirements);

(h)

for an ICVC, a statement as to whether it is intended that the scheme will have an interest in any immovable property or movable property ((in accordance with COLL 5.6.4 R (2) (Investment powers: general) or COLL 5.2.8 R (2) (UCITS schemes: general)) for the direct pursuit of the ICVC's business;

(i)

where COLL 5.2.12 R (3) (Spread: government and public securities) applies:29

29(i)

a prominent statement as to the fact that more than 35% in value29 of the scheme property is or may be invested in transferable securities or approved money-market instruments issued or guaranteed by a single state, local authority or public international body29; and

29(ii)

the names of the individual states, local authorities or public international bodies issuing or guaranteeing the securities in which29 more than 35% in value of the scheme property may be invested29;

(k)

for an authorised fund which may invest in other schemes, the extent to which the scheme property may be invested in the units of schemes which are managed by the authorised fund manager or by its associate;

14

(ka)

where a scheme is a feeder scheme (other than a feeder UCITS or a feeder NURS)18,16 which (in respect of investment in units in collective investment schemes) is dedicated to units in a single collective investment scheme, details of the master scheme and the minimum (and, if relevant, maximum) investment that the feeder scheme may make in it;

1618

(l)

where a scheme invests principally in scheme units, deposits or derivatives, or replicates an index in accordance with COLL 5.2.31 R or COLL 5.6.23 R (Schemes replicating an index), a prominent statement regarding this investment policy;

(m)

where derivatives transactions may be used in a scheme, a prominent statement as to whether these transactions are for the purposes of efficient portfolio management (including10hedging)10 or meeting the investment objectives or both and the possible outcome of the use of derivatives on the risk profile of the scheme;

(n)

information concerning the profile of the typical investor for whom the scheme is designed;

(o)

information concerning the historical performance of the scheme, comparing in particular its historical performance against each target benchmark and each constraining benchmark used in relation to the scheme,33 presented in accordance with COBS 4.6.2R (the rules on past performance);

66

(p)

for a non-UCITS retail scheme which invests in immovables, a statement of the countries or territories of situation of land or buildings in which the authorised fund may invest;

34(pa)

for a fund investing in inherently illiquid assets at least the following (see FUND 3.2.2R(8) (Prior disclosure of information to investors)):

(i)

an explanation of the risks associated with the scheme investing in inherently illiquid assets and how those risks might crystallise;

(ii)

a description of the tools and arrangements the authorised fund manager would propose using, including those required by FCA rules, to mitigate the risks referred to in (i); and

(iii)

an explanation of the circumstances in which those tools and arrangements would typically be deployed and the likely consequences for investors;

(q)

for a UCITS scheme which invests a substantial portion of its assets in other schemes, a statement of the maximum level of management fees that may be charged to that UCITS scheme and to the schemes in which it invests;

5(qa)

where the authorised fund is a qualifying money market fund, 31a statement identifying it as such a fund 15and a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund31;

151515

(r)

where the net asset value of a UCITS scheme is likely to have high volatility owing to its portfolio composition or the portfolio management techniques that may be used, a prominent statement to that effect;

16

(s)

for a UCITS scheme, a statement that any unitholder may obtain on request the types of information (which must be listed) referred to in COLL 4.2.3R (3) (Availability of prospectus and long report); and16

16(t)

for a UCITS scheme that is or is intended to be a master UCITS, a statement that it is not a feeder UCITS and will not hold units of a feeder UCITS.

Reporting, distributions and accounting dates

4

Relevant details of the reporting, accounting and distribution information which includes:

(a)

the accounting and distribution dates;

(b)

procedures for:

(i)

determining and applying income (including how any distributable income is paid);

(ii)

unclaimed distributions; and

(iii)

if relevant, calculating, paying and accounting for income equalisation; and27

(c)

the accounting reference date and when the long report will be published in accordance with COLL 4.5.14 R (Publication and availability of annual and half-yearly long report).27

(d)

[deleted]27

Characteristics of the units

5

Information as to:

(a)

where there is more than one class of unit in issue or available for issue, the name of each such class and the rights attached to each class in so far as they vary from the rights attached to other classes;

(b)

[deleted]35

232329

(c)

how unitholders may exercise their voting rights and what these amount to;

(d)

where a mandatory redemption, cancellation or conversion of units from one class to another may be required, in what circumstances it may be required; and

(e)

for an AUT, the fact that the nature of the right represented by units is that of a beneficial interest under a trust.

215A

ACSs: UCITS and NURS eligible investors

(a)

A statement that units may not be issued to a person other than a:

(i)

professional ACS investor; or

(ii)

large ACS investor; or

(iii)

person who already holds units in the scheme.

(b)

A statement that the authorised contractual scheme manager must redeem units as soon as practicable after becoming aware that those units are vested in anyone (whether as a result of subscription or transfer of units) other than a person meeting the criteria in paragraph 5A(a).

215B

ACSs: UCITS and NURS transfer of units

(a)

A statement whether the transfer of units in the ACSscheme is either:

(i)

prohibited; or

(ii)

allowed;

by the instrument constituting the fund23 and prospectus.

23

(b)

Where transfer of units is allowed by the instrument constituting the fund23 and prospectus in accordance with (a)(ii), a statement that units may only be transferred in accordance with the conditions specified by FCArules, including that units may not be transferred to a person other than a:

23

(i)

professional ACS investor; or

(ii)

large ACS investor; or

(iii)

person who already holds units in the scheme.

(c)

For a co-ownership scheme which is an umbrella, a statement in accordance with (5B)(a)(i) or (ii) and, where appropriate, a statement in accordance with (5B)(b), must also be made for the sub-funds. Where individual sub-funds have differing policies in relation to transfer of units, separate statements are required.

Authorised fund manager

6

The following particulars of the authorised fund manager:

(a)

its name;

(b)

the nature of its corporate form;

(c)

the date of its incorporation;

(d)

the address of its registered office;

(e)

the address of its head office, if that is different from the address of its registered office;

(f)

[deleted]32

(g)

if the duration of its corporate status is limited, when that status will or may cease; and

(h)

the amount of its issued share capital and how much of it is paid up.

Directors of an ICVC, other than the ACD

7

Other than for the ACD:

(a)

the names and positions in the ICVC of any other directors (if any); and

(b)

the manner, amount and calculation of the remuneration of such directors.

Depositary

8

The following information and 25particulars concerning 25the depositary:

(a)

its name;

(b)

the nature of its corporate form;

(c)

the address of its registered office;

(d)

the address of its head office, if that is different from the address of its registered office;

(e)

[deleted]32

25

(f)

a description of its duties and conflicts of interest that may arise between the depositary and:25

25(i)

the scheme; or

25(ii)

the unitholders in the scheme; or

25(iii)

the authorised fund manager;

25(g)

(i)

a description of any safekeeping functions delegated by the depositary;

(ii)

a description of any conflicts of interest that may arise from such delegation; and

(iii)

for a UCITS scheme, a list showing the identity of each delegate and sub-delegate; and

25(h)

for a UCITS scheme, a statement that up-to-date information regarding the points covered under (a),(f) and (g), above, will be made available to unitholders on request.

Investment adviser

9

If an investment adviser is retained in connection with the business of an authorised fund:

(a)

its name; and

(b)

where it carries on a significant activity other than providing services to the authorised fund as an investment adviser, what that significant activity is.

Auditor

10

The name of the auditor of the authorised fund.

Contracts and other relationships with parties

11

The following relevant details:

(a)

for an ICVC:

(i)

a summary of the material provisions of the contract between the ICVC and the ACD3 which may be relevant to unitholders including provisions (if any) relating to remuneration, termination, compensation on termination and indemnity;

3

(ii)

the main business activities of each of the directors (other than those connected with the business of the ICVC) where these are of significance to the ICVC's business;

(iii)

if any director is a body corporate in a group of which any other corporate director of the ICVC is a member, a statement of that fact;

3

(iv)

the main terms of each contract of service between the ICVC and a director in summary form; and3

3(v)

for an ICVC that does not hold annual general meetings, a statement that copies of contracts of service between the ICVC and its directors, including the ACD, will be provided to a unitholder on request;

(b)

the names of the directors of the authorised fund manager and the main business activities of each of the directors (other than those connected with the business of the authorised fund) where these are of significance to the authorised fund's business;

(c)

a summary of the material provisions of the contract between the ICVC or the manager of the AUT and the depositary which may be relevant to unitholders, including provisions relating to the remuneration of the depositary;

21(ca)

in the case of an ACS, a summary of the material provisions of the contracts between:

(i)

the authorised fund manager and the nominated partner (if any); and

(ii)

the authorised fund manager and depositary;

which may be relevant to unitholders, including provisions relating to the remuneration of the depositary;

(d)

if an investment adviser retained in connection with the business of the authorised fund is a body corporate in a group of which any director of the ICVC or the authorised fund manager21 of the AUTor ACS21 is a member, that fact;

21

(e)

a summary of the material provisions of any contract between the authorised fund manager or the ICVC and any investment adviser which may be relevant to unitholders;

(f)

if an investment adviser retained in connection with the business of the authorised fund has the authority of the authorised fund manager or the ICVC to make decisions on behalf of the authorised fund manager or the ICVC, that fact and a description of the matters in relation to which it has that authority;

(g)

a list of:16

16

16(i)

the functions which the authorised fund manager has delegated in accordance with FCA rules32; and

16(ii)

the person to whom such functions have been delegated; and

(h)

in what capacity (if any), the authorised fund manager acts in relation to any other regulated collective investment schemes2 and the name of such schemes.

2

Register of Unitholders

12

Details of:

(a)

the address in the United Kingdom where the register of unitholders, and where relevant the plan register is kept and can be inspected by unitholders; and

(b)

the registrar's name and address.

Payments out of scheme property

13

In relation to each type of payment from the scheme property, details of:

(a)

who the payment is made to;

(b)

what the payment is for;

(c)

the rate or amount where available;

(d)

how it will be calculated and accrued;

(e)

when it will be paid;

(f)

where a performance fee is taken, examples of its operation in plain English and the maximum it can amount to37; and

37(g)

37where donations are to be made to one or more registered charities for Sharia compliance purposes from the income property of the scheme (in this rule, ‘purification’), in addition to the details required above, the person who advises the authorised fund manager on the required percentage of the income property recognised for purification.

Allocation of payments

14

If, in accordance with COLL 6.7.10 R4 (Allocation of payments to income or capital), the authorised fund manager and the depositary have agreed that all or part of any income expense payments may be treated as a capital expense:

(a)

that fact;

(b)

the policy for allocation of these payments; and

(c)

a statement that this policy may result in capital erosion or constrain capital growth.

Moveable and immovable property (ICVC only)

15

An estimate of any expenses likely to be incurred by the ICVC in respect of movable and immovable property in which the ICVC has an interest.

Valuation and pricing of scheme property

16

In relation to the valuation of scheme property and pricing of units1:

1

(a)

either:1

1

(i)

in the case of a single-priced authorised fund,1 a provision that there must be only a single price for any unit as determined from time to time by reference to a particular valuation point; or1

(ii)

1in the case of a dual-priced authorised fund, the authorised fund manager's policy for determining prices for the sale and redemption of units by reference to a particular valuation point and an explanation of how those prices may differ;

(b)

details of:

(i)

how the value of the scheme property is to be determined in relation to each purpose for which the scheme property must be valued;

(ii)

how frequently and at what time or times of the day the scheme property will be regularly valued for dealing purposes and a description of any circumstance in which the scheme property may be specially valued;

(iii)

where relevant, how the price of units of each class will be determined for dealing purposes;

1

(iv)

where and at what frequency the most recent prices will be published; and

(v)

1where relevant in the case of a dual-priced authorised fund, an explanation of what is meant by large deals and 29the authorised fund manager's policy in relation to large deals; and

(c)

if provisions in (a) and (b) do not take effect when the instrument constituting the fund23 or (where appropriate) supplemental trust deed takes effect, a statement of the time from which those provisions are to take effect or how it will be determined.

23

Dealing

17

The following particulars:

(a)

the procedures, the dealing periods and the circumstances in which the authorised fund manager will effect:

(i)

the sale and redemption of units and the settlement of transactions (including the minimum number or value of units which one person may hold or which may be subject to any transaction of sale or redemption) for each class of unit in the authorised fund; and

(ii)

any direct issue or cancellation of units by an ICVC or by the depositary of an AUT or ACS21 (as appropriate) through the authorised fund manager in accordance with COLL 6.2.7R (2) (Issue and cancellation of units through an authorised fund manager);

21

(b)

the circumstances in which the redemption of units may be suspended;

(c)

whether certificates will be issued in respect of registered units;

(d)

the circumstances in which the authorised fund manager may arrange for, and the procedure for the issue or cancellation of units in specie;

(e)

the investment exchanges (if any) on which units in the scheme are listed or dealt;

(f)

the circumstances and conditions for issuing units in an authorised fund which limit the issue of any class of units in accordance with 13COLL 6.2.18 R13 (Limited issue);

(g)

the circumstances and procedures for the limitation or deferral of redemptions in accordance with 13COLL 6.2.19 R13 (Limited redemption) or 13COLL 6.2.21 R13 (Deferred redemption);

12

(h)

in a prospectus available during the period of any initial offer:

(i)

the length of the initial offer period;

(ii)

the initial price of a unit, which must be in the base currency;

(iii)

the arrangements for issuing units during the initial offer, including the authorised fund manager's intentions on investing the subscriptions received during the initial offer;

(iv)

the circumstances when the initial offer will end;

(v)

whether units will be sold or issued in any other currency; and12

(vi)

any other relevant details of the initial offer12; 30

12

(i)

whether a unitholder may effect transfer of title to units on the authority of an electronic communication and if so the conditions that must be satisfied in order to effect a transfer; and30

12

30(j)

if the authorised fund manager deals as principal in units of the scheme and holds them for that purpose, a statement of its policy for doing so and, where applicable:

30(i)

a description of when the authorised fund manager may retain any profits it earns and absorb any losses it incurs for these activities; and

30(ii)

a statement of non-accountability as referred to in COLL 6.7.16G.

Dilution

18

In the case of a single-priced authorised fund, details1 of what is meant by dilution including:

(a)

a statement explaining:

(i)

that it is not possible to predict accurately whether dilution is likely to occur; and

(ii)

which of the policies the authorised fund manager is adopting under COLL 6.3.8 (1) (Dilution) together with an explanation of how this policy may affect the future growth of the authorised fund; and

(b)

if the authorised fund manager may require a dilution levy or make a dilution adjustment, a statement of:

(i)

the authorised fund manager's policy in deciding when to require a dilution levy, including what is meant by large deals and 29the authorised fund manager's policy on large deals, or when to make a dilution adjustment;

(ii)

the estimated rate or amount of any dilution levy or dilution adjustment based either on historical data or future projections; and

(iii)

the likelihood that the authorised fund manager may require a dilution levy or make a dilution adjustment and the basis (historical or projected) on which the statement is made.

SDRT provision

19

29

29

29

29

[deleted]29

Forward pricing29

20

An explanation of forward pricing29 under COLL 6.3.9 (Forward 29pricing).

Preliminary charge

21

Where relevant, a statement authorising the authorised fund manager to make a preliminary charge and specifying the basis for and current amount or rate of that charge.

Redemption charge

22

Where relevant, a statement authorising the authorised fund manager to deduct a redemption charge out of the proceeds of redemption; and if the authorised fund manager makes a redemption charge:

(a)

the current amount of that charge or if it is variable, the rate or method of calculating it;

(b)

if the amount, rate or method has been changed, that details of any previous amount, rate or method may be obtained from the authorised fund manager on request; and

(c)

how the order in which units acquired at different times by a unitholder is to be determined so far as necessary for the purposes of the imposition of the redemption charge.

9Property Authorised Investment Funds

922A

For a property authorised investment fund, a statement that:

(1)

[deleted]22

22

(2)

no body corporate may seek to obtain or intentionally maintain a holding of more than19 10% of the net asset value of the fund; and

19

(3)

in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units if the authorised fund manager reasonably considers such action to be:

(a)

necessary in order to enable an orderly reduction of the holding to below 10%; and

(b)

in the interests of the unitholders as a whole.

18
18 18

General information

23

Details of:

(a)

the address at which copies of the instrument constituting the fund,23 any amending instrument and the most recent annual and half-yearly long reports may be inspected and from which copies may be obtained;

23

(b)

the manner in which any notice or document will be served on unitholders;

(c)

the extent to which and the circumstances in which:

(i)

the scheme is liable to pay or suffer tax on any appreciation in the value of the scheme property or on the income derived from the scheme property; and

(ii)

deductions by way of withholding tax may be made from distributions of income to unitholders and payments made to unitholders on the redemption of units;

3

(d)

for a UCITS scheme, any possible fees or expenses not described in paragraphs 13 to 22, distinguishing between those to be paid by a unitholder and those to be paid out of scheme property; and3

3

3(e)

for an ICVC, whether or not annual general meetings will be held.

Information on the umbrella

24

In the case of a scheme which is an umbrella with two or more sub-funds11, the following information:

(a)

that a unitholder is entitled to exchange units in one sub-fund for units in any other sub-fund (other than a sub-fund which has limited the issue of units);

(b)

that an exchange of units in one sub-fund for units in any other sub-fund is treated as a redemption and sale and will, for persons subject to United Kingdom taxation, be a realisation for the purposes of capital gains taxation;

(c)

that in no circumstances will a unitholder who exchanges units in one sub-fund for units in any other sub-fund be given a right by law to withdraw from or cancel the transaction;

(d)

the policy for allocating between sub-funds any assets of, or costs, charges and expenses payable out of, the scheme property which are not attributable to any particular sub-fund;

(e)

what charges, if any, may be made on exchanging units in one sub-fund for units in any other sub-fund; and11

(f)

for each sub-fund, the currency in which the scheme property allocated to it will be valued and the price of units calculated and payments made, if this currency is not the base currency of the scheme which is an umbrella.11

(g)

[deleted]11

11

Application of the prospectus contents to an umbrella

25

For a scheme which is an umbrella, information required must be stated:

(a)

in relation to each sub-fund where the information for any sub-fund differs from that for any other; and

(b)

for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole.16

16Information on a feeder UCITS

1625A

In the case of a feeder UCITS, the following information:

(a)

a declaration that the feeder UCITS is a feeder of a particular master UCITS and as such permanently invests at least 85% in value of the scheme property in units of that master UCITS;

(b)

the investment objective and policy, including the risk profile; and whether the performance records of the feeder UCITS and the master UCITS are identical, or to what extent and for which reasons they differ, including a description of how the balance of the scheme property which is not invested in units of the master UCITS is invested in accordance with COLL 5.8.3 R (Balance of scheme property: investment restrictions on a feeder UCITS);

(c)

a brief description of the master UCITS, its organisation, its investment objective and policy, including the risk profile, and an indication of how the prospectus of the master UCITS may be obtained;

(d)

a summary of the master-feeder agreement or where applicable, the internal conduct of business rules referred to in COLL 11.3.2 R (2) (Master-feeder agreement and internal conduct of business rules);

(e)

how the unitholders may obtain further information on the master UCITS and the master-feeder agreement;

(f)

a description of all remuneration or reimbursement of costs payable by the feeder UCITS by virtue of its investment in units of the master UCITS, as well as the aggregate charges of the feeder UCITS and the master UCITS; and

(g)

a description of the tax implications of the investment into the master UCITS for the feeder UCITS.

[Note: article 63(1) of the UCITS Directive]18

18Information on a feeder NURS

1825B

In the case of a feeder NURS, the following information:

(a)

a declaration that the feeder NURS is a feeder of a particular qualifying master scheme and as such is dedicated to units in a single qualifying master scheme and the minimum (and, if relevant, maximum) investment that the feeder NURS may make in its qualifying master scheme;

(b)

the investment objective and policy of the feeder NURS, including its risk profile; and whether the performance records of the feeder NURS and the qualifying master scheme are identical, or to what extent and for which reasons they differ, including a description of how the balance of the scheme property which is not invested in units of the qualifying master scheme is invested in accordance with COLL 5.6.7 R (6A) (Spread: general);

(c)

a brief description of the qualifying master scheme, its organisation, its investment objective and policy, including the risk profile, and an indication of how the prospectus of the qualifying master scheme may be obtained;

(d)

how the unitholders may obtain further information on the qualifying master scheme;

(e)

a description of all remuneration or reimbursement of costs payable by the feeder NURS by virtue of its investment in units of the qualifying master scheme, as well as the aggregate charges of the feeder NURS and the qualifying master scheme; and

(f)

a description of the tax implications of the investment into the qualifying master scheme for the feeder NURS.

Marketing in another EEA state

26

[deleted]32

2323

2121

7Investment in overseas8 property through an intermediate holding vehicle

726A

7If investment in an overseas8 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement disclosing the existence of that intermediate holding vehicle or series of intermediate holding vehicles and confirming that the purpose of that intermediate holding vehicle or series of intermediate holding vehicle is to enable the holding of overseas8 immovables by the scheme.

36Sustainability information

3626B

The following information, as applicable:

(a)

where a sustainability label is used in relation to a scheme, the information set out at ESG 5.3.3R and ESG 5.3.6R, in accordance with ESG 5.3.2R(1);

(b)

where a sustainability label is not used in relation to a scheme, but that scheme uses the terms in ESG 4.3.2R(2) under ESG 4.3.2R(1) in the product’s name or in a financial promotion relating to that scheme, the information required under ESG 5.3.2R(2).

Additional information

27

Any other material information which is within the knowledge of the directors of an ICVC or the authorised fund manager of an AUT or ACS, or which the directors or authorised fund manager21 would have obtained by making reasonable enquiries, including but not confined to, the following matters:

21

(a)

information which investors and their professional advisers would reasonably require, and reasonably expect to find in the prospectus, for the purpose of making an informed judgement about the merits of investing in the authorised fund and the extent and characteristics of the risks accepted by so participating;

(b)

a clear and easily understandable explanation of any risks which investment in the authorised fund may reasonably be regarded as presenting for reasonably prudent investors of moderate means;

(c)

if there is any arrangement intended to result in a particular capital or income return from a holding of units in the authorised fund or any investment objective of giving protection to the capital value of, or income return from, such a holding:

(i)

details of that arrangement or protection;

(ii)

for any related guarantee, sufficient details about the guarantor and the guarantee to enable a fair assessment of the value of the guarantee;

(iii)

a description of the risks that could affect achievement of that return or protection; and

(iv)

details of the arrangements by which the authorised fund manager will notify unitholders of any action required by the unitholders to obtain the benefit of the guarantee; and

(d)

whether any notice has been given to unitholders of the authorised fund manager intention to propose a change to the scheme and if so, its particulars.

Remuneration Policy

2528

For a UCITS scheme and in relation to UCITS Remuneration Code staff:

(a)

up-to-date details of the remuneration policy including, but not limited to:

(i)

a description of how remuneration and benefits are calculated; and

(ii)

the identities of persons responsible for awarding the remuneration and benefits, including the composition of the remuneration committee, where such a committee exists; or

(b)

a summary of the remuneration policy and a statement that:

(i)

up-to-date details of the matters set out in (a) above are available by means of a website, including a reference to that website; and

(ii)

a paper copy of that website information will be made available free of charge upon request.

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

COLL 4.2.6GRP
(1) In relation to COLL 4.2.5R (3)(b) the prospectus might include:(a) a description of the extent (if any) to which that policy does not envisage the authorised fund remaining fully invested at all times;(b) for a non-UCITS retail scheme which may invest in immovable property:(i) the maximum extent to which the scheme property may be invested in immovables; and(ii) a statement of the policy of the authorised fund manager in relation to insurance of3 immovables forming part of
CASS 5.5.6GRP
The FCA expects that in most circumstances it will be practicable for a firm to pay client money into a client bank account by not later than the next business day after receipt.
CASS 5.5.37GRP
The FCA generally requires a firm to place client money in a client bank account with an approved bank. However, a firm which is an approved bank must not (subject to CASS 5.1.1 R (2)(e)) hold client money in an account with itself.
CASS 5.5.61RRP
On the failure of a third party with which client money is held, a firm must notify the FCA:(1) as soon as it becomes aware, of the failure of any bank, other broker or settlement agent or other entity with which it has placed, or to which it has passed, client money; and(2) as soon as reasonably practical, whether it intends to make good any shortfall that has arisen or may arise and of the amounts involved.
CASS 5.5.76RRP
A firm must notify the FCA immediately if it is unable to, or does not, perform the calculation required by CASS 5.5.63 R (1)2.
CASS 5.5.77RRP
A firm must notify the FCA immediately it becomes aware that it may not be able to make good any shortfall identified by CASS 5.5.63 R (1)2 by the close of business on the day the calculation is performed and if applicable when the reconciliation is completed2.
COLL 4.5.7AGRP
(1) 13The FCA recognises that the annual long report, including the remuneration related disclosures in COLL 4.5.7R(7), may be required to be made available to unitholders before the completion of the authorised fund manager’s first annual performance period in which it has to comply with the UCITS Remuneration Code.(2) Under (1), the FCA expects the authorised fund manager to make best efforts to comply with COLL 4.5.7R(7) to the extent possible.(3) The authorised fund manager,
COLL 4.5.10AGRP
(1) The figure for the "return before operating charges" shown in the comparative table required by COLL 4.5.10R (1A) should include all costs and charges actually borne by the class of units it describes.(2) The indication of actual costs and charges borne by a class of units should cover pro-rata allocations of the operating charges borne by the scheme (e.g. annual management fee, fees and expenses payable to the depositary, auditors and FCA, costs of buying and selling units
COLL 4.5.14RRP
(1) The authorised fund manager must, within four months after the end of each annual accounting period and two months after the end of each half-yearly accounting period respectively, make available and publish the long reports2 prepared in accordance with COLL 4.5.7R (1) to (3)2 (Contents of the annual long report) and COLL 4.5.8R (1) to (2)2 (Contents of the half-yearly long report).22(2) The reports referred to in (1) must:(a) be supplied free of charge to any person on request2;2(b)
COLL 4.5.15RRP
(1) 4The authorised fund manager of a UCITS scheme which is a feeder UCITS must:(a) where requested by an investor, provide copies of the annual and half-yearly long reports of its master UCITS free of charge; and(b) file copies of the annual and half-yearly long reports of its master UCITS with the FCA .(2) Except where an investor requests paper copies or the use of electronic communications is not appropriate, the annual and half-yearly long reports of its master UCITS may
COLL 4.5.16RRP
(1) 7The authorised fund manager of a feeder NURS must, where requested by an investor or the FCA , provide to such person copies of the annual and half-yearly long reports (or nearest equivalent documents for a qualifying master scheme that is a recognised scheme) of its qualifying master scheme free of charge.(2) Except where an investor requests paper copies or the use of electronic communications is not appropriate, the annual and half-yearly long reports (or nearest equivalent
GEN 2.2.13ARRP
36Unless a contrary intention appears, to the extent that a provision made by the FCA15 ('the referring provision') contains a cross-reference to another provision that is not made by the FCA including a provision formerly made by the PRA which the PRA has now deleted15 ('the referred provision'), the referred provision as amended from time to time (excepting deletion in its entirety)15 is to be treated as having15 been made by the FCA15 to the extent necessary to make the referring
GEN 2.2.17RRP
A general rule (that is a rule made by the FCA18 the general rule making powers36) is to be interpreted as:3636(1) applying to a firm with respect to the carrying on of all regulated activities, except to the extent that a contrary intention appears; and(2) not applying to a firm with respect to the carrying on of unregulated activities, unless and then only to the extent that a contrary intention appears.
GEN 2.2.23RRP
(1) This rule applies to Handbook provisions20 where the PRA have made commensurate provisions in the PRA Rulebook. It may affect their application by the FCA to PRA-authorised persons and PRA approved persons20.3616151615(2) Where a Handbook provision (or part of one) goes beyond the FCA's20 powers or regulatory responsibilities, it is to be interpreted as applied20 to the extent of the FCA’s20 powers and regulatory responsibilities only.(3) The extent of a Handbook provision
GEN 2.2.24GRP
36The published Memorandum of Understanding between the FCA and the PRA describes their regulatory responsibilities.
GEN 2.2.25GRP
An example of a rule20 being interpreted as cut back by GEN 2.2.23R is SYSC 6.1.1R, which requires a firm to maintain adequate policies and procedures to ensure compliance with its obligations under the regulatory system; SYSC 6.1.1R should be interpreted as applied by the FCA in respect of a PRA-authorised person’s compliance with regulatory obligations that are the responsibility of the FCA (for example, in respect of a bank maintaining policies and procedures to ensure compliance
EG 3.2B.1RP
1The FCA may use its section 122B power to require information and documents from a person to support both its supervisory and its enforcement functions under the Market Abuse Regulation or any supplementary market abuse legislation (as defined in Part 8 of the Act)22
EG 3.2B.2RP
An officer with authorisation from the FCA may exercise the section 122B power to require information and documents. This includes an FCA employee or an agent of the FCA.
DTR 1.2.4GRP

An issuer, person discharging managerial responsibilities or connected person should consult with the FCA at the earliest possible stage if they:

  1. (1)

    are in doubt about how the disclosure requirements2 apply in a particular situation.2

  2. (2)

    [deleted]2

DTR 1.2.5GRP

1Where the4disclosure requirements and the disclosure guidance refer4 to consultation with the FCA, submissions should be made in writing other than in circumstances of exceptional urgency.

Address for correspondence

Note: The FCA's address for correspondence in relation to the disclosure requirements and the disclosure guidance2 is:

2

Primary Market Monitoring

Enforcement and Market4 Oversight Division2

The Financial Conduct Authority

12 Endeavour Square3

London, E20 1JN3

https://www.fca.org.uk/markets/primary-markets/contact/request-individual-guidance4

LR 20.5.1RRP
An issuer must submit to the FCA a copy1 of any document required by LR 20.5.2 R to LR 20.5.3 R at the same time as the document is issued, by uploading it to the national storage mechanism1.
LR 20.5.4RRP
An issuer must inform the FCA immediately if it becomes aware that any security over which the listedmiscellaneous security carries a right to buy or subscribe that is listed or traded outside the United Kingdom has been suspended.