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Statutory Instrument 2001 No. 544The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001(The document as of February, 2008) STATUTORY INSTRUMENTS2001 No. 544FINANCIAL SERVICES AND MARKETSThe Financial Services and Markets Act 2000 (Regulated Activities) Order 2001
The Treasury, in exercise of the powers conferred on them by sections 22(1) and (5), 426 and 428(3) of, and paragraph 25 of Schedule 2 to, the Financial Services and Markets Act 2000[1], hereby make the following Order: Citation 1.This Order may be cited as the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001. Commencement 2. - (1) Except as provided by paragraph (2), this Order comes into force on the day on which section 19 of the Act comes into force. (2) This Order comes into force -
(b) for the purposes of articles 61 to 63, 88, 90 and 91 (regulated mortgage contracts) nine months after section 19 of the Act comes into force. Interpretation
(b) his children and step children, his parents and step-parents, his brothers and sisters and his step-brothers and step-sisters; and (c) the spouse of any person within sub-paragraph (b);
(ii) not effected merely incidentally to some other business carried on by the person effecting them; and (iii) effected in return for the payment of one or more premiums; (b) tontines;
(ii) otherwise carries on a regulated activity of the kind specified by article 10(1) or (2); (d) contracts to pay annuities on human life; but does not include a funeral plan contract (or a contract which would be a funeral plan contract but for the exclusion in article 60);
(b) any investment of the kind specified by any of articles 83, 84, 85 and 87; or (c) any investment of the kind specified by article 89 so far as relevant to an investment falling within (a) or (b);
(b) in Scotland, a local authority within the meaning of the Local Government (Scotland) Act 1973[3]; (c) in Northern Ireland, a district council within the meaning of the Local Government Act (Northern Ireland) 1972[4];
(b) reinsuring such contracts in whole or in part; (c) paying claims on such contracts;
(b) does not carry on any such activities, or offer to do so, from a permanent place of business maintained by him in the United Kingdom;
(b) a contract in respect of which the following conditions are met -
(ii) the contract provides that benefits are payable on death (other than death due to an accident) only where the death occurs within ten years of the date on which the life of the person in question was first insured under the contract, or where the death occurs before that person attains a specified age not exceeding seventy years; (iii) the contract has no surrender value, or the consideration consists of a single premium and the surrender value does not exceed that premium; and (iv) the contract makes no provision for its conversion or extension in a manner which would result in it ceasing to comply with any of the above conditions;
(ii) assuming the corresponding liabilities under the contract; (b) in the case of an investment consisting of rights under other arrangements, assuming the corresponding liabilities under the arrangements; and
(2) For the purposes of this Order, a transaction is entered into through a person if he enters into it as agent or arranges, in a manner constituting the carrying on of an activity of the kind specified by article 25(1), for it to be entered into by another person as agent or principal. Specified activities: general 4. - (1) The following provisions of this Part specify kinds of activity for the purposes of section 22 of the Act (and accordingly any activity of one of those kinds, which is carried on by way of business[8], and relates to an investment of a kind specified by any provision of Part III and applicable to that activity, is a regulated activity for the purposes of the Act). (2) The kinds of activity specified by articles 51 and 52 are also specified for the purposes of section 22(1)(b) of the Act (and accordingly any activity of one of those kinds, when carried on by way of business, is a regulated activity when carried on in relation to property of any kind). (3) Subject to paragraph (4), each provision specifying a kind of activity is subject to the exclusions applicable to that provision (and accordingly any reference in this Order to an activity of the kind specified by a particular provision is to be read subject to any such exclusions). (4) Where an investment firm -
(b) in doing so would be treated as carrying on an activity of a kind specified by a provision of this Part but for an exclusion in any of articles 15, 68, 69 and 70, that exclusion is to be disregarded (and accordingly the investment firm is to be treated as carrying on an activity of the kind specified by the provision in question).
(b) a person to whom (if he were incorporated in or formed under the law of an EEA State or, being an individual, had his head office in an EEA State) that directive would not apply by virtue of Article 2.2 of that directive. Accepting deposits 5. - (1) Accepting deposits is a specified kind of activity if -
(b) any other activity of the person accepting the deposit is financed wholly, or to a material extent, out of the capital of or interest on money received by way of deposit. (2) In paragraph (1), "deposit" means a sum of money, other than one excluded by any of articles 6 to 9, paid on terms -
(b) which are not referable to the provision of property (other than currency) or services or the giving of security. (3) For the purposes of paragraph (2), money is paid on terms which are referable to the provision of property or services or the giving of security if, and only if -
(b) it is paid by way of security for the performance of a contract or by way of security in respect of loss which may result from the non-performance of a contract; or (c) without prejudice to sub-paragraph (b), it is paid by way of security for the delivery up or return of any property, whether in a particular state of repair or otherwise. Sums paid by certain persons
(ii) an authorised person who has permission to accept deposits, or to effect or carry out contracts of insurance; (iii) an EEA firm falling within paragraph 5(b), (c) or (d) of Schedule 3 to the Act (other than one falling within paragraph (ii) above); (iv) the National Savings Bank; (v) a municipal bank, that is to say a company which was, immediately before the coming into force of this article, exempt from the prohibition in section 3 of the Banking Act 1987[9] by virtue of section 4(1) of, and paragraph 4 of Schedule 2 to, that Act; (vi) Keesler Federal Credit Union; (vii) a body of persons certified as a school bank by the National Savings Bank or by an authorised person who has permission to accept deposits; (viii) a local authority; (xi) any body which by virtue of any enactment has power to issue a precept to a local authority in England and Wales or a requisition to a local authority in Scotland, or to the expenses of which, by virtue of any enactment, a local authority in the United Kingdom is or can be required to contribute (and in this paragraph, "enactment" includes an enactment comprised in, or in an instrument made under, an Act of the Scottish Parliament); (x) the European Community, the European Atomic Energy Community or the European Coal and Steel Community; (xi) the European Investment Bank; (xii) the International Bank for Reconstruction and Development; (xiii) the International Finance Corporation; (xiv) the International Monetary Fund; (xv) the African Development Bank; (xvi) the Asian Development Bank; (xvii) the Caribbean Development Bank; (xviii) the Inter-American Development Bank; (xix) the European Bank for Reconstruction and Development; (xx) the Council of Europe Resettlement Fund; (b) paid by a person other than one mentioned in sub-paragraph (a) in the course of carrying on a business consisting wholly or to a significant extent of lending money; (2) For the purposes of paragraph (1)(c), an individual is a majority shareholder controller of a company if he is a controller of the company by virtue of paragraph (a), (c), (e) or (g) of section 422(2) of the Act, and if in his case the greatest percentage of those referred to in those paragraphs is 50 or more.
(b) a recognised body; (c) a registered foreign lawyer in the course of providing professional services as a member of a multi-national partnership; (d) a registered European lawyer; or (e) a partner of a registered European lawyer who is providing professional services in accordance with -
(ii) regulations made under article 26 of the Solicitors (Northern Ireland) Order 1976; or (iii) rules made under section 34 of the Solicitors (Scotland) Act 1980[14]. (3) In this article -
(ii) the Incorporated Law Society of Northern Ireland under article 26A of the Solicitors (Northern Ireland) Order 1976[16]; or (iii) the Council of the Law Society of Scotland under section 34 of the Solicitors (Scotland) Act 1980; (b) "registered foreign lawyer" has the meaning given by section 89 of the Courts and Legal Services Act 1990[17] or, in Scotland, section 65 of the Solicitors (Scotland) Act 1980[18]; Sums received by persons authorised to deal etc.
(b) an exempt person in relation to any such activity, in the course of, or for the purpose of, carrying on that activity with or on behalf of the person by or on behalf of whom the sum is paid.
(ii) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses; and (b) the redemption value of the commercial paper is not less than Ј100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of the commercial paper may be transferred unless the redemption value of that part is not less than Ј100,000 (or such an equivalent amount). (3) In paragraph (2), "commercial paper" means an investment of the kind specified by article 77 or 78 which must be redeemed before the first anniversary of the date of issue. Effecting and carrying out contracts of insurance 10. - (1) Effecting a contract of insurance as principal is a specified kind of activity. (2) Carrying out a contract of insurance as principal is a specified kind of activity. Community co-insurers 11. - (1) There is excluded from article 10(1) or (2) the effecting or carrying out of a contract of insurance by an EEA firm falling within paragraph 5(d) of Schedule 3 to the Act -
(b) pursuant to a Community co-insurance operation in which the firm is participating otherwise than as the leading insurer. (2) In paragraph (1), "Community co-insurance operation" and "leading insurer" have the same meaning as in the Council Directive of 30 May 1978 on the co-ordination of laws, regulations and administrative provisions relating to Community co-insurance (No. 78/473/EEC)[22].
(b) contains the terms mentioned in paragraph (2). (2) Those terms are that -
(b) the assistance is not available outside the United Kingdom and the Republic of Ireland except where it is provided without the payment of additional premium by a person in the country concerned with whom the provider has entered into a reciprocal agreement; and (c) assistance provided in the case of an accident or breakdown occurring in the United Kingdom or the Republic of Ireland is, in most circumstances, provided by the provider's servants. (3) The forms of assistance are -
(b) removal of the relevant vehicle to the nearest or most appropriate place at which repairs may be carried out, or to -
(ii) the home, point of departure or original destination within the Republic of Ireland of the driver and passengers, provided the accident or breakdown occurred within the Republic of Ireland or within Northern Ireland; (iii) the home, point of departure or original destination within Northern Ireland of the driver and passengers, provided the accident or breakdown occurred within the Republic of Ireland; and this form of assistance may include the conveyance of the driver or passengers of the relevant vehicle, with the vehicle, or (where the vehicle is to be conveyed only to the nearest or most appropriate place at which repairs may be carried out) separately, to the nearest location from which they may continue their journey by other means. (4) A contract does not fail to meet the condition in paragraph (1)(a) solely because the provider may reimburse the person entitled to the assistance for all or part of any sums paid by him in respect of assistance either because he failed to identify himself as a person entitled to the assistance or because he was unable to get in touch with the provider in order to claim the assistance.
(b) after which the journey cannot reasonably be commenced or continued in the relevant vehicle;
Application of sections 327 and 332 of the Act to insurance market activities 13. - (1) In sections 327(5) and (7) and 332(3)(b) of the Act (exemption from the general prohibition for members of the professions, and rules in relation to such persons), the references to "a regulated activity" and "regulated activities" do not include -
(ii) by virtue of section 316 of the Act (application of the Act to Lloyd's underwriting), the general prohibition does not apply to the carrying on by P of that activity; or (b) any activity of the kind specified by article 10(2), where -
(ii) the contract of insurance in question is one underwritten by P at Lloyd's. (2) In paragraph (1) -
Dealing in investments as principal 14.Buying, selling, subscribing for or underwriting securities or contractually based investments (other than investments of the kind specified by article 87, or article 89 so far as relevant to that article) as principal is a specified kind of activity. Absence of holding out etc. 15. - (1) Subject to paragraph (3), a person ("A") does not carry on an activity of the kind specified by article 14 by entering into a transaction which relates to a security or is the assignment (or, in Scotland, the assignation) of a qualifying contract of insurance (or an investment of the kind specified by article 89, so far as relevant to such a contract), unless -
(b) A holds himself out as engaging in the business of buying investments of the kind to which the transaction relates, with a view to selling them; (c) A holds himself out as engaging in the business of underwriting investments of the kind to which the transaction relates; or (d) A regularly solicits members of the public with the purpose of inducing them, as principals or agents, to enter into transactions constituting activities of the kind specified by article 14, and the transaction is entered into as a result of his having solicited members of the public in that manner. (2) In paragraph (1)(d), "members of the public" means any persons other than -
(b) members of the same group as A; (c) persons who are or who propose to become participators with A in a joint enterprise; (d) any person who is solicited by A with a view to the acquisition by A of 20 per cent or more of the voting shares in a body corporate; (e) if A (either alone or with members of the same group as himself) holds more than 20 per cent of the voting shares in a body corporate, any person who is solicited by A with a view to -
(ii) the disposal by A of shares in the body corporate to the person solicited or to a member of the same group as the person solicited; (f) any person who -
(ii) either alone or with members of the same group holds 20 per cent or more of the voting shares in the body corporate; (g) any person whose head office is outside the United Kingdom, who is solicited by an approach made or directed to him at a place outside the United Kingdom and whose ordinary business involves him in carrying on activities of the kind specified by any of articles 14, 21, 25, 37, 40, 45, 51, 52 and 53 or (so far as relevant to any of those articles) article 64, or would do so apart from any exclusion from any of those articles made by this Order. (3) This article does not apply where A enters into the transaction as bare trustee or, in Scotland, as nominee for another person and is acting on that other person's instructions (but the exclusion in article 66(1) applies if the conditions set out there are met).
(b) through an office outside the United Kingdom maintained by a party to the transaction, and with or through a person whose head office is situated outside the United Kingdom and whose ordinary business involves him in carrying on activities of the kind specified by any of articles 14, 21, 25, 37, 40, 45, 51, 52 and 53 or, so far as relevant to any of those articles, article 64 (or would do so apart from any exclusion from any of those articles made by this Order). Acceptance of instruments creating or acknowledging indebtedness
(b) "shares" and "debentures" include any investment of the kind specified by article 76 or 77; (c) "share warrants" and "debenture warrants" mean any investment of the kind specified by article 79 which relates to shares in the company concerned or, as the case may be, debentures issued by that company. Risk management
(b) neither B nor C is an individual; (c) the sole or main purpose for which B enters into the transaction (either by itself or in combination with other such transactions) is that of limiting the extent to which a relevant business will be affected by any identifiable risk arising otherwise than as a result of the carrying on of a regulated activity; and (d) the relevant business consists mainly of activities other than -
(ii) activities which would be regulated activities but for any exclusion made by this Part. (2) In paragraph (1), "relevant business" means a business carried on by -
(b) a member of the same group as B; or (c) where B and another person are, or propose to become, participators in a joint enterprise, that other person. Other exclusions Dealing in investments as agent 21.Buying, selling, subscribing for or underwriting securities or contractually based investments (other than investments of the kind specified by article 87, or article 89 so far as relevant to that article) as agent is a specified kind of activity. Deals with or through authorised persons 22. - (1) A person who is not an authorised person does not carry on an activity of the kind specified by article 21 by entering into a transaction as agent for another person ("the client") with or through an authorised person if -
(b) it is clear, in all the circumstances, that the client, in his capacity as an investor, is not seeking and has not sought advice from the agent as to the merits of the client's entering into the transaction (or, if the client has sought such advice, the agent has declined to give it but has recommended that the client seek such advice from an authorised person). (2) But the exclusion in paragraph (1) does not apply if the agent receives from any person other than the client any pecuniary reward or other advantage, for which he does not account to the client, arising out of his entering into the transaction.
(b) neither B nor C is an individual; (c) the sole or main purpose for which B enters into the transaction (either by itself or in combination with other such transactions) is that of limiting the extent to which a relevant business will be affected by any identifiable risk arising otherwise than as a result of the carrying on of a regulated activity; and (d) the relevant business consists mainly of activities other than -
(ii) activities which would be regulated activities but for any exclusion made by this Part. (2) In paragraph (1), "relevant person" means -
(b) where B and another person are, or propose to become, participators in a joint enterprise, that other person; and "relevant business" means a business carried on by a relevant person. Arranging deals in investments 25. - (1) Making arrangements for another person (whether as principal or agent) to buy, sell, subscribe for or underwrite a particular investment which is -
(b) a contractually based investment, or (c) an investment of the kind specified by article 86, or article 89 so far as relevant to that article, is a specified kind of activity. Arrangements not causing a deal 26.There are excluded from article 25(1) arrangements which do not or would not bring about the transaction to which the arrangements relate. Enabling parties to communicate 27.A person does not carry on an activity of the kind specified by article 25(2) merely by providing means by which one party to a transaction (or potential transaction) is able to communicate with other such parties. Arranging transactions to which the arranger is a party 28. - (1) There are excluded from article 25(1) any arrangements for a transaction into which the person making the arrangements enters or is to enter as principal or as agent for some other person. (2) There are excluded from article 25(2) any arrangements which a person makes with a view to transactions into which he enters or is to enter as principal or as agent for some other person. Arranging deals with or through authorised persons 29. - (1) There are excluded from article 25(1) and (2) arrangements made by a person ("A") who is not an authorised person for or with a view to a transaction which is or is to be entered into by a person ("the client") with or though an authorised person if -
(b) it is clear, in all the circumstances, that the client, in his capacity as an investor, is not seeking and has not sought advice from A as to the merits of the client's entering into the transaction (or, if the client has sought such advice, A has declined to give it but has recommended that the client seek such advice from an authorised person). (2) But the exclusion in paragraph (1) does not apply if A receives from any person other than the client any pecuniary reward or other advantage, for which he does not account to the client, arising out of his making the arrangements.
(b) a relevant authorised person gives an assurance to the money-lender as to the amount which, on the security of any contract effected pursuant to a relevant transaction, will or may be received by the money-lender should the money-lender lend money to a person introduced to him pursuant to the arrangements. (2) In paragraph (1) -
(b) a body corporate incorporated under the law of, or of any part of, the United Kingdom relating to building societies; or (c) a person whose ordinary business includes the making of loans or the giving of guarantees in connection with loans;
Arranging the acceptance of debentures in connection with loans
(b) the person to whom introductions are to be made is -
(ii) an exempt person acting in the course of a business comprising a regulated activity in relation to which he is exempt; or (iii) a person who is not unlawfully carrying on regulated activities in the United Kingdom and whose ordinary business involves him in engaging in an activity of the kind specified by any of articles 14, 21, 25, 37, 40, 45, 51, 52 and 53 (or, so far as relevant to any of those articles, article 64), or would do so apart from any exclusion from any of those articles made by this Order; and (c) the introduction is made with a view to the provision of independent advice or the independent exercise of discretion in relation to investments generally or in relation to any class of investments to which the arrangements relate. Arrangements for the issue of shares etc.
(b) arrangements made by any person for the purposes of issuing his own debentures or debenture warrants; and for the purposes of article 25(1) and (2), a company is not, by reason of issuing its own shares or share warrants, and a person is not, by reason of issuing his own debentures or debenture warrants, to be treated as selling them.
(b) the body or association is not eligible for recognition under section 287 or 288 of the Act (applications by investment exchanges and clearing houses) on the ground that (whether or not it has applied, and whether or not it would be eligible on other grounds) it is unable to satisfy the requirements of one or both of paragraphs (a) and (b) of section 292(3) of the Act (requirements for overseas investment exchanges and overseas clearing houses); (c) the body or association is able and willing to co-operate with the Authority by the sharing of information and in other ways; (d) adequate arrangements exist for co-operation between the Authority and those responsible for the supervision of the body or association in the country or territory in which its head office is situated; (e) the body or association has a membership composed of persons falling within any of the following categories, that is to say, authorised persons, exempt persons, and persons whose head offices are outside the United Kingdom and whose ordinary business involves them in engaging in activities which are activities of a kind specified by this Order (or would be apart from any exclusion made by this Part); and (f) the body or association facilitates and regulates the activity of its members in the conduct of international securities business. (4) In paragraph (3)(f), "international securities business" means the business of buying, selling, subscribing for or underwriting investments (or agreeing to do so), either as principal or agent, where -
(b) either the transaction is international or each of the parties may be expected to be indifferent to the location of the other; and, for the purposes of this definition, it is irrelevant that the investments may ultimately be bought otherwise than in the course of such business by persons not so expert. Managing investments 37.Managing assets belonging to another person, in circumstances involving the exercise of discretion, is a specified kind of activity if -
(b) the arrangements for their management are such that the assets may consist of or include such investments, and either the assets have at any time since 29th April 1988 done so, or the arrangements have at any time (whether before or after that date) been held out as arrangements under which the assets would do so. Attorneys
(b) all routine or day-to-day decisions, so far as relating to investments of a kind mentioned in article 37(a), are taken on behalf of that person by -
(ii) a person who is an exempt person in relation to activities of that kind. Other exclusions Safeguarding and administering investments 40. - (1) The activity consisting of both -
(b) the administration of those assets, or arranging for one or more other persons to carry on that activity, is a specified kind of activity if the condition in sub-paragraph (a) or (b) of paragraph (2) is met.
(b) the arrangements for their safeguarding and administration are such that the assets may consist of or include such investments, and either the assets have at any time since 1st June 1997 done so, or the arrangements have at any time (whether before or after that date) been held out as ones under which such investments would be safeguarded and administered. (3) For the purposes of this article -
(b) it is immaterial that the assets safeguarded and administered may be transferred to another person, subject to a commitment by the person safeguarding and administering them, or arranging for their safeguarding and administration, that they will be replaced by equivalent assets at some future date or when so requested by the person to whom they belong. Acceptance of responsibility by third party
(b) are operated by the qualifying custodian in the course of carrying on in the United Kingdom an activity of the kind specified by article 40. (2) In paragraph (1), "qualifying custodian" means a person who is -
(b) an exempt person acting in the course of a business comprising a regulated activity in relation to which he is exempt. Introduction to qualifying custodians
(b) a person is connected with P if either he is a member of the same group as P, or P is remunerated by him. Activities not constituting administration
(b) converting currency; (c) receiving documents relating to an investment solely for the purpose of onward transmission to, from or at the direction of the person to whom the investment belongs. Other exclusions Sending dematerialised instructions 45. - (1) Sending, on behalf of another person, dematerialised instructions relating to a security is a specified kind of activity, where those instructions are sent by means of a relevant system in respect of which an Operator is approved under the 1995 Regulations. (2) Causing dematerialised instructions relating to a security to be sent by means of such a system is also a specified kind of activity where the person causing them to be sent is a system-participant. (3) In this Chapter -
(b) "dematerialised instruction", "Operator", "settlement bank" and "system-participant" have the meaning given by regulation 3 of the 1995 Regulations. Instructions on behalf of participating issuers
(b) "takeover offer" means -
(ii) an offer to acquire all or substantially all the shares, or all the shares of a particular class, in a body corporate incorporated outside the United Kingdom; or (iii) an offer made to all the holders of shares, or shares of a particular class, in a body corporate to acquire a specified proportion of those shares; but in determining whether an offer falls within paragraph (ii) there are to be disregarded any shares which the offeror or any associate of his (within the meaning of section 430E of the Companies Act 1985[28]) holds or has contracted to acquire; and in determining whether an offer falls within paragraph (iii) the offeror, any such associate and any person whose shares the offeror or any such associate has contracted to acquire is not to be regarded as a holder of shares. Instructions in the course of providing a network Establishing etc. a collective investment scheme 51. - (1) The following are specified kinds of activity -
(b) acting as trustee of an authorised unit trust scheme; (c) acting as the depositary or sole director of an open-ended investment company. (2) In this article, "trustee", "authorised unit trust scheme" and "depositary" have the meaning given by section 237 of the Act. Establishing etc. a stakeholder pension scheme 52.Establishing, operating or winding up a stakeholder pension scheme is a specified kind of activity. Advising on investments 53.Advising a person is a specified kind of activity if the advice is -
(b) advice on the merits of his doing any of the following (whether as principal or agent) -
(ii) exercising any right conferred by such an investment to buy, sell, subscribe for or underwrite such an investment. Advice given in newspapers etc.
(b) that of leading or enabling persons to buy, sell, subscribe for or underwrite securities or contractually based investments. (2) There is also excluded from article 53 the giving of advice in any service consisting of the broadcast or transmission of television or radio programmes, if the principal purpose of the service, taken as a whole and including any advertisements or other promotional material contained in it, is neither of those mentioned in paragraph (1)(a) and (b). Advice on syndicate participation at Lloyd's 56.Advising a person to become, or continue or cease to be, a member of a particular Lloyd's syndicate is a specified kind of activity. Managing the underwriting capacity of a Lloyd's syndicate 57.Managing the underwriting capacity of a Lloyd's syndicate as a managing agent at Lloyd's is a specified kind of activity. Arranging deals in contracts of insurance written at Lloyd's 58.The arranging, by the society incorporated by Lloyd's Act 1871[29] by the name of Lloyd's, of deals in contracts of insurance written at Lloyd's, is a specified kind of activity. Funeral plan contracts 59. - (1) Entering as provider into a funeral plan contract is a specified kind of activity. (2) A "funeral plan contract" is a contract (other than one excluded by article 60) under which -
(b) the provider undertakes to provide, or secure that another person provides, a funeral in the United Kingdom for the customer (or some other person who is living at the date when the contract is entered into) on his death; unless, at the time of entering into the contract, the customer and the provider intend or expect the funeral to occur within one month. Plans covered by insurance or trust arrangements 60. - (1) There is excluded from article 59 any contract under which -
(b) the provider undertakes to secure that sums paid by the customer under the contract will be held on trust for the purpose of providing the funeral, and that the following requirements are or will be met with respect to the trust -
(ii) more than half of the trustees must be unconnected with the provider; (iii) the trustees must appoint, or have appointed, an independent fund manager who is an authorised person who has permission to carry on an activity of the kind specified by article 37, and who is a person who is unconnected with the provider, to manage the assets of the trust; (iv) annual accounts must be prepared, and audited by a person who is eligible for appointment as a company auditor under section 25 of the Companies Act 1989 [30], with respect to the assets and liabilities of the trust; and (v) the assets and liabilities of the trust must, at least once every three years, be determined, calculated and verified by an actuary who is a Fellow of the Institute of Actuaries or of the Faculty of Actuaries. (2) For the purposes of paragraph (1)(b)(ii) and (iii), a person is unconnected with the provider if he is a person other than -
(b) a member of the same group as the provider; (c) a director, other officer or employee of the provider, or of any member of the same group as the provider; (d) a partner of the provider; (e) a close relative of a person falling within sub-paragraph (a), (c) or (d); or (f) an agent of any person falling within sub-paragraphs (a) to (e). Regulated mortgage contracts 61. - (1) Entering into a regulated mortgage contract as lender is a specified kind of activity. (2) Administering a regulated mortgage contract is also a specified kind of activity, where the contract was entered into after the coming into force of this article. (3) In this Chapter -
(ii) the obligation of the borrower to repay is secured by a first legal mortgage on land (other than timeshare accommodation) in the United Kingdom, at least 40% of which is used, or is intended to be used, as or in connection with a dwelling by the borrower or (in the case of credit provided to trustees) by an individual who is a beneficiary of the trust, or by a related person; (b) "administering" a regulated mortgage contract means either or both of -
(ii) taking any necessary steps for the purposes of collecting or recovering payments due under the contract from the borrower; but a person is not to be treated as administering a regulated mortgage contract merely because he has, or exercises, a right to take action for the purposes of enforcing the contract (or to require that such action is or is not taken); (4) For the purposes of paragraph (3)(a)(ii) -
(b) the area of any land which comprises a building or other structure containing two or more storeys is to be taken to be the aggregate of the floor areas of each of those storeys; (c) "related person", in relation to the borrower or (in the case of credit provided to trustees) a beneficiary of the trust, means -
(ii) a person (whether or not of the opposite sex) whose relationship with that person has the characteristics of the relationship between husband and wife; or (iii) that person's parent, brother, sister, child, grandparent or grandchild; and (d) "timeshare accommodation" has the meaning given by section 1 of the Timeshare Act 1992 [31]. Arranging administration by authorised person
(b) administers the contract himself during a period of not more than one month beginning with the day on which any such arrangement comes to an end. Administration pursuant to agreement with authorised person Agreeing to carry on specified kinds of activity 64.Agreeing to carry on an activity of the kind specified by any other provision of this Part (other than article 5, 10, 51 or 52) is a specified kind of activity. Overseas persons 65.Article 64 is subject to the exclusion in article 72 (overseas persons). Trustees, nominees and personal representatives 66. - (1) A person ("X") does not carry on an activity of the kind specified by article 14 where he enters into a transaction as bare trustee or, in Scotland, as nominee for another person ("Y") and -
(b) X does not hold himself out as providing a service of buying and selling securities or contractually based investments. (2) Subject to paragraph (7), there are excluded from article 25(1) and (2) arrangements made by a person acting as trustee or personal representative for or with a view to a transaction which is or is to be entered into -
(b) by a beneficiary under the trust, will or intestacy. (3) Subject to paragraph (7), there is excluded from article 37 any activity carried on by a person acting as trustee or personal representative, unless -
(b) the assets in question are held for the purposes of an occupational pension scheme, and, by virtue of article 4 of the Financial Services and Markets Act 2000 (Carrying on Regulated Activities by Way of Business) Order 2001 [32], he is to be treated as carrying on that activity by way of business. (4) Subject to paragraph (7), there is excluded from article 40 any activity carried on by a person acting as trustee or personal representative, unless he holds himself out as providing a service comprising an activity of the kind specified by article 40.
(b) a beneficiary under the trust, will or intestacy concerning his interest in the trust fund or estate. (7) Paragraphs (2), (3), (4) and (6) do not apply if the person carrying on the activity is remunerated for what he does in addition to any remuneration he receives as trustee or personal representative, and for these purposes a person is not to be regarded as receiving additional remuneration merely because his remuneration is calculated by reference to time spent.
(b) may reasonably be regarded as a necessary part of other services provided in the course of that profession or business. (2) But the exclusion in paragraph (1) does not apply if the activity in question is remunerated separately from the other services.
and in this article "related sale or supply" means a sale of goods or supply of services to the customer otherwise than by the supplier, but for or in connection with the same purpose as the sale or supply mentioned above.
(b) where the investment to which the transaction relates is a contractually based investment, the supplier enters into the transaction -
(ii) through an office outside the United Kingdom maintained by a party to the transaction, and with or through a person whose head office is situated outside the United Kingdom and whose ordinary business involves him in carrying on activities of the kind specified by any of articles 14, 21, 25, 37, 40, 45, 51, 52 and 53 or, so far as relevant to any of those articles, article 64, or would do so apart from any exclusion from any of those articles made by this Order. (4) In paragraph (3)(a), "members of the public" has the meaning given by article 15(2), references to "A" being read as references to the supplier.
(b) are managed for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply. (7) There is excluded from article 40 any activity carried on by a supplier where the assets in question are or are to be safeguarded and administered for the purposes of or in connection with the sale of goods or supply of services, or a related sale or supply.
(b) they are, or propose to become, participators in a joint enterprise and the transaction is entered into for the purposes of or in connection with that enterprise. (2) There is excluded from article 21 any transaction into which a person enters as agent for another person if that other person is acting as principal, and the condition in paragraph (1)(a) or (b) is met, provided that -
(b) where the investment to which the transaction relates is a contractually based investment, the agent enters into the transaction -
(ii) through an office outside the United Kingdom maintained by a party to the transaction, and with or through a person whose head office is situated outside the United Kingdom and whose ordinary business involves him in carrying on activities of the kind specified by any of articles 14, 21, 25, 37, 40, 45, 51, 52 and 53 or, so far as relevant to any of those articles, article 64, or would do so apart from any exclusion from any of those articles made by this Order. (3) In paragraph (2)(a), "members of the public" has the meaning given by article 15(2), references to "A" being read as references to the agent.
(b) he is or proposes to become a participator in a joint enterprise, and the arrangements in question are for, or with a view to, a transaction which is or is to be entered into, as principal, by another person who is or proposes to become a participator in that enterprise, for the purposes of or in connection with that enterprise. (5) There is excluded from article 37 any activity carried on by a person if -
(b) he is or proposes to become a participator in a joint enterprise with the person to whom the assets belong, and the assets are managed for the purposes of or in connection with that enterprise. (6) There is excluded from article 40 any activity carried on by a person if -
(b) he is or proposes to become a participator in a joint enterprise, and the assets in question -
(ii) are or are to be safeguarded and administered for the purposes of or in connection with that enterprise. (7) A person who is a member of a group does not carry on an activity of the kind specified by article 45 where he sends a dematerialised instruction, or causes one to be sent, on behalf of another member of the same group, if the investment to which the instruction relates is one in respect of which a member of the same group is registered as holder in the appropriate register of securities, or will be so registered as a result of the instruction.
(b) he is, or proposes to become, a participator in a joint enterprise and the advice in question is given to another person who is, or proposes to become, a participator in that enterprise for the purposes of or in connection with that enterprise. Activities carried on in connection with the sale of a body corporate
(b) either -
(ii) those conditions are not met, but the object of the transaction may nevertheless reasonably be regarded as being the acquisition of day to day control of the affairs of the body corporate. (2) The conditions mentioned in paragraph (1)(b) are that -
(b) the shares, together with any already held by the person acquiring them, consist of or include at least that percentage of such shares; and (c) in either case, the acquisition or disposal is between parties each of whom is a body corporate, a partnership, a single individual or a group of connected individuals. (3) In paragraph (2)(c), "a group of connected individuals" means -
(ii) a close relative of any such director or manager; (iii) a person acting as trustee for any person falling within paragraph (i) or (ii); and (b) in relation to a party acquiring shares in a body corporate, a single group of persons each of whom is -
(ii) a close relative of any such person; or (iii) a person acting as trustee for any person falling within paragraph (i) or (ii). (4) A person does not carry on an activity of the kind specified by article 21 by entering as agent into a transaction of the kind described in paragraph (1).
(b) the holding of such shares or debentures by, or for the benefit of, such persons. (2) The persons referred to in paragraph (1) are -
(b) the wives, husbands, widows, widowers, or children or step-children under the age of eighteen of such employees or former employees. (3) C, a member of the same group as C or a relevant trustee does not carry on an activity of the kind specified by article 21 by entering as agent into a transaction of the kind described in paragraph (1).
(ii) any investment of the kind specified by article 79 or 80 so far as relevant to articles 76 and 77; and (iii) any investment of the kind specified by article 89 so far as relevant to investments of the kind mentioned in paragraph (i) or (ii); (b) "relevant trustee" means a person who, in pursuance of the arrangements made for the purpose mentioned in paragraph (1), holds, as trustee, shares in or debentures issued by C. Overseas persons
(b) entering into a transaction as principal with a person in the United Kingdom, if the transaction is the result of a legitimate approach. (2) An overseas person does not carry on an activity of the kind specified by article 21 by -
(b) entering into a transaction with another party ("X") as agent for any person ("Y"), other than with or through an authorised person or such an exempt person, unless -
(ii) the transaction is the result of an approach (other than a legitimate approach) made by or on behalf of, or to, whichever of X or Y is in the United Kingdom. (3) There are excluded from article 25(1) arrangements made by an overseas person with an authorised person, or an exempt person acting in the course of a business comprising a regulated activity in relation to which he is exempt.
(b) transactions entered into by exempt persons, as principal or agent, in the course of business comprising regulated activities in relation to which they are exempt. (5) There is excluded from article 53 the giving of advice by an overseas person as a result of a legitimate approach.
(b) an approach made by or on behalf of the overseas person in a way which does not contravene that section. Investments: general 73.The following kinds of investment are specified for the purposes of section 22 of the Act. Deposits 74.A deposit. Contracts of insurance 75.Rights under a contract of insurance. Shares etc. 76. - (1) Shares or stock in the share capital of -
(b) any unincorporated body constituted under the law of a country or territory outside the United Kingdom. (2) Paragraph (1) includes -
(b) any transferable shares in a body incorporated under the law of, or any part of, the United Kingdom relating to industrial and provident societies or credit unions, or in a body constituted under the law of another EEA State for purposes equivalent to those of such a body. (3) But subject to paragraph (2) there are excluded from paragraph (1) shares or stock in the share capital of -
(b) a building society incorporated under the law of, or any part of, the United Kingdom; (c) a body incorporated under the law of, or any part of, the United Kingdom relating to industrial and provident societies or credit unions; (d) any body constituted under the law of an EEA State for purposes equivalent to those of a body falling within sub-paragraph (b) or (c). Instruments creating or acknowledging indebtedness
(b) debenture stock; (c) loan stock; (d) bonds; (e) certificates of deposit; (f) any other instrument creating or acknowledging indebtedness. (2) If and to the extent that they would otherwise fall within paragraph (1), there are excluded from that paragraph -
(b) a cheque or other bill of exchange, a banker's draft or a letter of credit (but not a bill of exchange accepted by a banker); (c) a banknote, a statement showing a balance on a current, deposit or savings account, a lease or other disposition of property, or a heritable security; and (d) a contract of insurance. (3) An instrument excluded from paragraph (1) of article 78 by paragraph (2)(b) of that article is not thereby to be taken to fall within paragraph (1) of this article.
(b) the Scottish Administration; (c) the Executive Committee of the Northern Ireland Assembly; (d) the National Assembly for Wales; (e) the government of any country or territory outside the United Kingdom; (f) a local authority in the United Kingdom or elsewhere; or (g) a body the members of which comprise -
(ii) bodies whose members comprise states including the United Kingdom or another EEA State. (2) There are excluded from paragraph (1) -
(b) any instrument creating or acknowledging indebtedness in respect of -
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