2017年-FCA英国金融行为监管局_ukla_410_1_definition_of_investment_manager_3页_111kb

Regulator Assessment Summary: UKLA Technical Note UKLA/TN/410.1 – Definition of 'Investment Manager'

Core Content

The document outlines the FCA's assessment of the UKLA Technical Note UKLA/TN/410.1, which provides guidance on the definition of 'investment manager' under the Listing Rules. This guidance was finalised in November 2015 and published in Primary Bulletin 12. It aims to clarify the application of existing rules in the context of the Alternative Investment Fund Managers Directive (AIFMD), which was implemented in the UK in July 2013.

Main Views and Key Information

• Purpose of the Guidance:
  The note seeks to resolve ambiguities in the definition of 'investment manager' for closed-ended investment companies (CEICs) listed on the Official List. It clarifies that both an external AIFM and a separate entity with delegated portfolio management responsibility are considered investment managers under the Listing Rules, thereby classifying them as related parties.

• Scope of Application:
  The guidance is specifically relevant to approximately 300 CEICs with a premium listing on the Official List. These companies are typically admitted to the London Stock Exchange's Main Market.

• Regulatory Context:
  The rules apply to companies listed on the Official List and are governed by the FCA's Listing Rules, Prospectus Rules, and Disclosure and Transparency Rules, as well as European regulations such as the Market Abuse Regulation (MAR).

• Impact on Business:
  The guidance is not expected to impose new or additional requirements, but rather to provide clarity on the interpretation of existing rules. It aligns with current market practices, meaning that firms are already operating in compliance with the intended interpretation.

Cost and Benefit Breakdown

Familiarisation Cost

• Estimated Time: Less than 1 hour per company for reading, understanding, and disseminating the guidance.
• Estimated Cost:
  • Rate: £48/hour
  • Total Cost: £14,400 for all 300 affected companies
  • Assumption: Compliance staff are experienced and the cost reflects a prudent estimate based on industry salary data.

Ongoing Cost

• No Additional Costs:
  The guidance does not introduce new obligations. It is consistent with existing practices, so no extra costs are anticipated.

  • Net Cost to Business: £0
  • BIT Score: 0

• Benefits:

  • Cost Savings: Greater clarity is expected to make the application of the Listing Rules easier and quicker, leading to operational efficiencies.
  • Reduced Ambiguity: Helps firms avoid misinterpretation of the rules, potentially reducing legal and compliance risks.

Additional Information for BIT Score Validation

• The BIT score and EANDCB (Estimated Annual Net Cost to Business) are calculated based on rounded figures to the nearest £100,000.
• Measures with a total cost estimated at less than £50,000 are scored as zero for reporting purposes, which applies to this guidance.
• The duration of the policy is estimated at 10 years, from the implementation date of November 2015.

Summary

The UKLA Technical Note UKLA/TN/410.1 provides clarification on the definition of 'investment manager' for CEICs under the Listing Rules, in light of the AIFMD. It is not a new requirement, but rather a guidance note to help firms understand the existing rules. The guidance is cost-neutral and beneficial in terms of operational clarity, with no additional compliance costs expected. It affects approximately 300 companies nationally and was issued as part of the FCA's ongoing effort to provide clarity to the market.