(1) The FCA may, on the application of the operator of a collective investment scheme which—
(a) is managed in a country or territory outside the United Kingdom, ...
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(ca) does not have the benefit of section 271A, and
(d) appears to the FCA to satisfy the requirements set out in subsections (2) to (15),
make an order declaring the scheme to be a recognised scheme.
(1A) For the purposes of subsection (1)(ca), a collective investment scheme has the benefit of section 271A if—
(a) it is authorised under the law of a country or territory which is for the time being approved by regulations under section 271A, and
(b) it falls within a description of schemes specified in the regulations.
(2) Adequate protection must be afforded to participants in the scheme.
(3) The arrangements for the scheme’s constitution and management must be adequate.
(4) The powers and duties of the operator and, if the scheme has a trustee or depositary, of the trustee or depositary must be adequate.
(5) In deciding whether the matters mentioned in subsection (3) or (4) are adequate, the FCA must have regard to—
(a) any rule of law, and
(b) any matters which are... the subject of rules,
applicable in relation to comparable authorised schemes.
(6) “Comparable authorised schemes” means whichever of the following the FCA considers the most appropriate, having regard to the nature of scheme in respect of which the application is made—
(a) authorised unit trust schemes;
(aa) authorised contractual schemes which are co-ownership schemes;
(ab) authorised contractual schemes which are partnership schemes;
(b) authorised open-ended investment companies;
(c) any two or more of the kinds of collective investment scheme mentioned in paragraphs (a) to (b).
(7) The scheme must take the form of an open-ended investment company or (if it does not take that form) the operator must be a body corporate.
(8) The operator of the scheme must—
(a) if an authorised person, have permission to act as operator;
(b) if not an authorised person, be a fit and proper person to act as operator.
(9) The trustee or depositary (if any) of the scheme must—
(a) if an authorised person, have permission to act as trustee or depositary;
(b) if not an authorised person, be a fit and proper person to act as trustee or depositary.
(10) The operator and the trustee or depositary (if any) of the scheme must be able and willing to co-operate with the FCA by the sharing of information and in other ways.
(11) The name of the scheme must not be undesirable or misleading.
(12) The purposes of the scheme must be reasonably capable of being successfully carried into effect.
(13) The participants must be entitled to have their units redeemed in accordance with the scheme at a price related to the net value of the property to which the units relate and determined in accordance with the scheme.
(14) But a scheme is to be treated as complying with subsection (13) if it requires the operator to ensure that a participant is able to sell his units on an investment exchange at a price not significantly different from that mentioned in that subsection.
(15) Subsection (13) is not to be read as imposing a requirement that the participants must be entitled to have their units redeemed (or sold as mentioned in subsection (14)) immediately following a demand to that effect.
For the purposes of subsections (8)(b) and (9)(b) of section 272, the FCA may take into account any matter relating to—
(a) any person who is or will be employed by or associated with the operator, trustee or depositary in connection with the scheme;
(b) any director of the operator, trustee or depositary;
(c) any person exercising influence over the operator, trustee or depositary;
(d) any body corporate in the same group as the operator, trustee or depositary;
(e) any director of any such body corporate;
(f) any person exercising influence over any such body corporate.
274 Applications for recognition of individual schemes.
(1) An application under section 272 for an order declaring a scheme to be a recognised scheme must be made to the FCA by the operator of the scheme.
(2) The application—
(a) must be made in such manner as the FCA may direct;
(b) must contain the address of a place in the United Kingdom for the service on the operator of notices or other documents required or authorised to be served on him under this Act;
(c) must contain or be accompanied by such information as the FCA may reasonably require for the purpose of determining the application.
(3) At any time after receiving an application and before determining it, the FCA may require the applicant to provide it with such further information as it reasonably considers necessary to enable it to determine the application.
(4) Different directions may be given, and different requirements imposed, in relation to different applications.
(5) The FCA may require an applicant to present information which he is required to give under this section in such form, or to verify it in such a way, as the FCA may direct.
(1) An application under section 272 must be determined by the FCA before the end of the period of six months beginning with the date on which it receives the completed application.
(2) The FCA may determine an incomplete application if it considers it appropriate to do so; and it must in any event determine such an application within twelve months beginning with the date on which it first receives the application.
(3) If the FCA makes an order under section 272(1), it must give written notice of the order to the applicant.
(1) If the FCA proposes to refuse an application made under section 272 it must give the applicant a warning notice.
(2) If the FCA decides to refuse the application—
(a) it must give the applicant a decision notice; and
(b) the applicant may refer the matter to the Tribunal.
277 Alteration of schemes and changes of operator, trustee or depositary.
(1) The operator of a scheme recognised by virtue of section 272 must give written notice to the FCA of any proposed alteration to the scheme which, if made, would be a material alteration.
(2) Effect is not to be given to any such proposal unless—
(a) the FCA, by written notice, has given its approval to the proposal; or
(b) one month, beginning with the date on which notice was given under subsection (1), has expired without the FCA having given written notice to the operator that it has decided to refuse approval.
(3) ... Before any replacement of the operator, trustee or depositary of such a scheme, notice of the proposed replacement must be given to the FCA—
(a) by the operator, trustee or depositary (as the case may be); or
(b) by the person who is to replace him.
(3A) A notice under subsection (3) must be given—
(a) at least one month before the proposed replacement, or
(b) if that is not reasonably practicable, as soon as is reasonably practicable in the period of one month before the proposed replacement.
(3B) The operator of such a scheme must give written notice to the FCA, as soon as reasonably practicable, of any change to—
(a) the name or address of the operator of the scheme,
(b) the name or address of any trustee or depositary of the scheme,
(c) the name or address of any representative of the operator in the United Kingdom, and
(d) the address of the place in the United Kingdom for service of notices, or other documents, required or authorised to be served on the operator under this Act.
(4) If a change is made, or is to be made, to the law which applies to such a scheme in the country or territory in which it is managed and the change affects or will affect any of the matters mentioned at section 272(2) to (4), the operator of the scheme must give written notice of the change to the FCA—
(a) at least one month before the change takes effect; or
(b) if that is not reasonably practicable, as soon as it is reasonably practicable to do so.
(5) A notice under this section—
(a) must be given in such manner as the FCA may direct; and
(b) where the notice is given under subsection (1) or (3), must include such information as the FCA may direct for the purpose of determining whether the requirements for the making of an order under section 272 in respect of the scheme would continue to be satisfied following the alteration or replacement that is the subject of the notice.
(6) The FCA may make rules specifying when a proposed alteration is a material alteration for the purposes of subsection (1).
277A Regular provision of information relating to compliance with requirements for recognition
(1) The operator of a scheme recognised by virtue of section 272 must provide to the FCA such information as the FCA may direct, at such times as the FCA may direct, for the purpose of determining whether the requirements for the making of an order under section 272 in respect of the scheme continue to be satisfied.
(2) A direction under subsection (1) may not require information to be provided within the period of 12 months beginning with the date on which information was last required to be provided to the FCA in respect of the scheme pursuant to a requirement under section 274(2)(c) or a direction under subsection (1) or section 277(5)(b).
(3) The information must be provided in such manner as the FCA may direct.
The FCA may make rules imposing duties or liabilities on the operator of a scheme recognised under section ... 272 for purposes corresponding to those for which rules may be made under section 248 in relation to authorised unit trust schemes.
The FCA may ... revoke an order under section 272 if it appears to the FCA—
(a) that the operator, trustee or depositary of the scheme has contravened a requirement imposed on him by or under this Act;
(b) that the operator, trustee or depositary of the scheme has, in purported compliance with any such requirement, knowingly or recklessly given the FCA information which is false or misleading in a material particular;
(c) ... that one or more of the requirements for the making of the order are no longer satisfied; or
(d) that none of paragraphs (a) to (c) applies, but it is undesirable in the interests of the participants or potential participants that the scheme should continue to be recognised.
(1) If the FCA proposes to make an order under section 279 revoking a recognition order, it must give a warning notice to the operator and (if any) the trustee or depositary of the scheme.
(2) If the FCA decides to ... make an order under that section—
(a) it must without delay give a decision notice to the operator and (if any) the trustee or depositary of the scheme; and
(b) the operator or the trustee or depositary may refer the matter to the Tribunal.
(1) In this section a “relevant recognised scheme” means a scheme recognised under section ... 272.
(2) If it appears to the FCA that—
(a) the operator, trustee or depositary of a relevant recognised scheme has contravened, or is likely to contravene, a requirement imposed on him by or under this Act,
(b) the operator, trustee or depositary of such a scheme has, in purported compliance with any such requirement, knowingly or recklessly given the FCA information which is false or misleading in a material particular,
(c) one or more of the requirements for the recognition of such a scheme are no longer satisfied, or
(d) none of paragraphs (a) to (c) applies, but the exercise of the power conferred by this section is desirable in order to protect the interests of participants or potential participants in a relevant recognised scheme who are in the United Kingdom,
it may direct that the scheme is not to be a recognised scheme for a specified period or until the occurrence of a specified event or until specified conditions are complied with.
282 Procedure on giving directions under section 281 and varying them otherwise than as requested.
(1) A direction takes effect—
(a) immediately, if the notice given under subsection (3) states that that is the case;
(b) on such date as may be specified in the notice; or
(c) if no date is specified in the notice, when the matter to which it relates is no longer open to review.
(2) A direction may be expressed to take effect immediately (or on a specified date) only if the FCA, having regard to the ground on which it is exercising its power under section 281, considers that it is necessary for the direction to take effect immediately (or on that date).
(3) If the FCA proposes to give a direction under section 281, or gives such a direction with immediate effect, it must give separate written notice to the operator and (if any) the trustee or depositary of the scheme concerned.
(4) The notice must—
(a) give details of the direction;
(b) inform the person to whom it is given of when the direction takes effect;
(c) state the FCA's reasons for giving the direction and for its determination as to when the direction takes effect;
(d) inform the person to whom it is given that he may make representations to the FCA within such period as may be specified in it (whether or not he has referred the matter to the Tribunal); and
(e) inform him of his right to refer the matter to the Tribunal.
(5) The FCA may extend the period allowed under the notice for making representations.
(6) If, having considered any representations made by a person to whom the notice was given, the FCA decides—
(a) to give the direction in the way proposed, or
(b) if it has been given, not to revoke the direction,
it must give separate written notice to the operator and (if any) the trustee or depositary of the scheme concerned.
(7) If, having considered any representations made by a person to whom the notice was given, the FCA decides—
(a) not to give the direction in the way proposed,
(b) to give the direction in a way other than that proposed, or
(c) to revoke a direction which has effect,
it must give separate written notice to the operator and (if any) the trustee or depositary of the scheme concerned.
(8) A notice given under subsection (6) must inform the person to whom it is given of his right to refer the matter to the Tribunal.
(9) A notice under subsection (7)(b) must comply with subsection (4).
(10) If a notice informs a person of his right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.
(11) This section applies to the variation of a direction on the FCA's own initiative as it applies to the giving of a direction.
(12) For the purposes of subsection (1)(c), whether a matter is open to review is to be determined in accordance with section 391(8).
282A Obligations on operator where recognition is revoked or suspended
(1) This section applies where—
(a) the FCA gives a decision notice under section 280(2) in relation to a scheme recognised under section 272, or
(b) a direction given by the FCA under section 281(2) in relation to such a scheme takes effect.
(2) The operator of the scheme must notify such persons as the FCA may direct that the FCA has revoked an order under section 272 for recognition of the scheme or given a direction under section 281 in relation to the scheme (as applicable).
(3) A notification under subsection (2) that relates to a direction under section 281 must set out the terms of the direction.
(4) A notification under subsection (2) must—
(a) contain such information as the FCA may direct, and
(b) be made in such form and manner as the FCA may direct.
(5) Different directions may be given under subsection (2) or (4) in relation to—
(a) different schemes or different descriptions of schemes;
(b) different persons or descriptions of persons to whom a notification under subsection (2) must be given.
(1) This section applies where the FCA considers that—
(a) rules made under section 278 have been contravened,
(b) the operator of a scheme recognised under section 272 has contravened section 277, 277A or 282A, or
(c) the operator of a scheme recognised under section 272 has contravened a rule made, or a requirement imposed, under section 283.
(2) The FCA may publish a statement to that effect.
(3) Where the FCA proposes to publish a statement under subsection (2) in relation to a scheme or the operator of a scheme, it must give the operator a warning notice setting out the terms of the statement.
(4) If the FCA decides to publish the statement—
(a) it must give the operator, without delay, a decision notice setting out the terms of the statement, and
(b) the operator may refer the matter to the Tribunal.
(5) After a statement under subsection (2) is published, the FCA must send a copy of it to the operator and to any person to whom a copy of the decision notice was given under section 393(4).
282C Recognition of parts of schemes under section 272
(1) Section 272(1) applies in relation to a part of a collective investment scheme as it applies in relation to such a scheme.
(2) Accordingly, the following include a part of a scheme recognised under section 272—
(a) the reference to a scheme recognised under section 272 in the definition of “recognised scheme” in section 237(3), and
(b) other references to such a scheme (however expressed) in or in provision made under this Part of this Act (unless the contrary intention appears).
(3) Provisions of or made under this Part of this Act have effect in relation to parts of schemes recognised, or seeking recognition, under section 272 with appropriate modifications.
(4) The Treasury may by regulations—
(a) make provision about what are, or are not, appropriate modifications for the purposes of subsection (3);
(b) make provision so that a relevant enactment has effect in relation to parts of schemes recognised, or seeking recognition, under section 272 with such modifications as the Treasury consider appropriate;
(c) make provision so that a relevant enactment does not have effect in relation to such parts of schemes.
(5) Regulations under subsection (4)(b) or (c) may amend, repeal or revoke an enactment.
(6) In this section—
“enactment” has the same meaning as in section 271E;
“relevant enactment” means an enactment passed or made before the day on which subsection (1) comes into force that makes provision in relation to collective investment schemes recognised, or seeking recognition, under section 272.
(1) The FCA may make rules requiring operators of recognised schemes to maintain in the United Kingdom, or in such part or parts of it as may be specified, such facilities as the FCA thinks desirable in the interests of participants and as are specified in rules.
(2) The FCA may by notice in writing require the operator of any recognised scheme to include such explanatory information as is specified in the notice in any communication of his which—
(a) is a communication of an invitation or inducement of a kind mentioned in section 21(1); and
(b) names the scheme.
(3) In the case of a communication originating outside the United Kingdom, subsection (2) only applies if the communication is capable of having an effect in the United Kingdom.
(1) The operator of a UKUCITS may not invest a higher proportion of the property which is subject to the collective investment scheme constituted by that UCITS in units of another UCITS than is permitted by rule 5.2.11(9) of the Collective Investment Schemes sourcebook unless the investment is approved by the FCA in accordance with this section.
(2) An application for approval under subsection (1) of an investment must be made by the operator of the UKUCITS in such manner, and accompanied by such information, as is required by rules made by the FCA.
(3) The FCA must grant an application made under subsection (2) if it is satisfied—
(a) that the UK UCITS, its operator, trustee or depositary and auditor and the UCITS in which it proposes to invest, and its operator, have complied with—
(i) the requirements laid down in the Chapter 8 provisions, and
(ii) any other requirements imposed by the FCA in relation to the application;
(b) in a case where the application is made by the operator of a feeder UCITS in respect of the investment of the proceeds of the winding-up of its master UCITS, that the proceeds of the winding up are to be paid to the feeder UCITS before the date on which the investment is to be made.
(3A) In subsection (3)(a)(i) “the Chapter 8 provisions” means—
(a) in relation to a UK UCITS or its operator, trustee or depositary, or auditor, any provision made by or under an enactment in implementation of Chapter 8 of the UCITS directive, and
(b) in relation to an EEA UCITS or its operator, Chapter 8 of the UCITS directive.
(4) In a case within subsection (3)(b), approval must be subject to the conditions in subsections (5) and (6).
(5) The first condition is that the feeder UCITS is to receive the proceeds of the winding-up—
(a) in cash; or
(b) wholly or partly in assets other than cash in a case where the feeder UCITS so elects and each of the following so permits—
(i) the decision of the master UCITS that it should be wound up;
(ii) the trust deed , contractual scheme deed or instrument of incorporation of the feeder UCITS; and
(iii) either the agreement between the feeder UCITS and its master UCITS, or the internal conduct of business rules operated by the feeder UCITS and the master UCITS in accordance with rules made by the FCA.
(6) The second condition is that cash received by the feeder UCITS in accordance with paragraph (5)(a) may not be reinvested before the date on which the feeder UCITS proposes to invest in the new UCITS, except for the purpose of efficient cash management.
(7) The FCA must, within 15 working days of the date on which the FCA had received all the information required in relation to the application, give written notice to the operator—
(a) that the FCA approves its application, or
(b) that the FCA objects to the application.
(8) Following receipt of notice that the FCA objects to the application, the operator may refer the FCA's decision to the Tribunal.
(1) An authorised person who is the management company in relation to a UK UCITS must report to the FCA at specified intervals of not more than 12 months about any investment in derivative instruments during the specified period to which the report relates.
(2) The report must be in the specified form and contain the specified information.
(3) The FCA must review the regularity and completeness of the information provided by each management company under subsection (1).
(4) In this section, “specified” means specified—
(a) in rules 6.12.3 and 6.12.3A, and annex 2R to chapter 6, of the Collective Investment Schemes sourcebook, or
(b) in UCITS-related direct EU legislation.
(1) An investigating authority may appoint one or more competent persons to investigate on its behalf—
(a) the affairs of, or of the manager or trustee of, any authorised unit trust scheme,
(b) the affairs of, or of the operator, trustee or depositary of, any recognised scheme so far as relating to activities carried on in the United Kingdom, or
(c) the affairs of, or of the operator, trustee or depositary of, any other collective investment scheme except a body incorporated by virtue of regulations under section 262,
if it appears to the investigating authority that it is in the interests of the participants or potential participants to do so or that the matter is of public concern.
(2) A person appointed under subsection (1) to investigate the affairs of, or of the manager, trustee, operator or depositary of, any scheme (scheme “A”), may also, if he thinks it necessary for the purposes of that investigation, investigate—
(a) the affairs of, or of the manager, trustee, operator or depositary of, any other such scheme as is mentioned in subsection (1) whose manager, trustee, operator or depositary is the same person as the manager, trustee, operator or depositary of scheme A;
(b) the affairs of such other schemes and persons (including bodies incorporated by virtue of regulations under section 262 and the directors and depositaries of such bodies) as may be prescribed.
(3) If the person appointed to conduct an investigation under this section (“B”) considers that a person (“C”) is or may be able to give information which is relevant to the investigation, B may require C—
(a) to produce to B any documents in C’s possession or under his control which appear to B to be relevant to the investigation,
(b) to attend before B, and
(c) otherwise to give B all assistance in connection with the investigation which C is reasonably able to give,
and it is C’s duty to comply with that requirement.
(4) Subsections (5) to (9) of section 170 apply if an investigating authority appoints a person under this section to conduct an investigation on its behalf as they apply in the case mentioned in subsection (1) of that section.
(5) Section 174 applies to a statement made by a person in compliance with a requirement imposed under this section as it applies to a statement mentioned in that section.
(6) Subsections (2) to (4) and (6) of section 175 and section 177 have effect as if this section were contained in Part XI.
(7) Subsections (1) to (9) of section 176 apply in relation to a person appointed under subsection (1) as if—
(a) references to an investigator were references to a person so appointed;
(b) references to an information requirement were references to a requirement imposed under section 175 or under subsection (3) by a person so appointed;
(c) the premises mentioned in subsection (3)(a) were the premises of a person whose affairs are the subject of an investigation under this section or of an appointed representative of such a person.
(8) No person may be required under this section to disclose information or produce a document in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless subsection (9) or (10) applies.
(9) This subsection applies if—
(a) the person to whom the obligation of confidence is owed consents to the disclosure or production; or
(b) the imposing on the person concerned of a requirement with respect to information or a document of a kind mentioned in subsection (8) has been specifically authorised by the investigating authority.
(10) This subsection applies if the person owing the obligation of confidence or the person to whom it is owed is—
(a) the manager, trustee, operator or depositary of any collective investment scheme which is under investigation;
(b) the director of a body incorporated by virtue of regulations under section 262 which is under investigation;
(c) any other person whose own affairs are under investigation.
(11) “Investigating authority” means the FCA or the Secretary of State.
(1) In this section “transformer vehicle” means an undertaking (“A”) which—
(a) is established for the purposes of carrying on the activities mentioned in subsection (2), or
(b) carries on those activities.
(2) The activities referred to in subsection (1) are—
(a) assuming risk from another undertaking (“B”), and
(b) fully funding A's exposure to that risk by issuing investments where the repayment rights of the investors are subordinated to A's obligations to B in respect of the risk.
(3) The Treasury may by regulations make provision for facilitating, and provision for regulating—
(a) the establishment and operation of transformer vehicles;
(b) the activities mentioned in subsection (2);
(c) the trading of investments issued by transformer vehicles.
(4) Regulations under subsection (3) may (amongst other things) make provision—
(a) for the incorporation and registration in the United Kingdom of bodies corporate;
(b) for a body incorporated by virtue of the regulations to take such form and name as may be determined in accordance with the regulations;
(c) as to the purposes for which such a body may exist and the investments which it may issue;
(d) as to the constitution, ownership, management and operation of such a body;
(e) for such a body to comprise different parts;
(f) for such parts to have legal personality distinct from that of the body;
(g) as to the holding and management of the assets and liabilities of such a body, including provision for the segregation of assets and liabilities relating to different risks;
(h) as to the powers, duties, rights and liabilities of such a body and of other persons, including—
(i) its directors and other officers;
(ii) its shareholders, and persons who hold the beneficial title to shares in it without holding the legal title;
(iii) its auditor;
(iv) any persons holding assets for it;
(v) any persons who act or purport to act on its behalf;
(i) as to the merger of one or more such bodies and the division of such a body;
(j) for the appointment and removal of an auditor for such a body;
(k) as to the winding up and dissolution of such a body;
(l) enabling the FCA or the PRA to apply to a court for an order removing or replacing any director of, or person holding assets for, such a body;
(m) for the carrying out of investigations by persons appointed by the FCA or the PRA.
(5) If regulations under subsection (3) make the provision mentioned in subsection (4)(e) references in subsection (4) to a body include its constituent parts.
(6) Regulations under subsection (3) may—
(a) impose criminal liability;
(b) confer functions on the FCA or the PRA (including the functions of making rules and giving directions);
(c) authorise the FCA or the PRA to require the Council of Lloyd's to exercise functions on its behalf (including functions conferred otherwise than by the regulations);
(d) confer jurisdiction on any court or on the Tribunal;
(e) provide for fees to be charged by the FCA or the PRA in connection with the carrying out of any of their functions under the regulations (including fees payable on a periodical basis);
(f) modify, exclude or apply (with or without modifications) any primary or subordinate legislation (including any provision of, or made under, this Act);
(g) make consequential amendments, repeals and revocations of any such legislation;
(h) modify or exclude any rule of law.
(7) Regulations under subsection (3) may make the provision mentioned in subsection (6)(c) only with the consent of the Council of Lloyd's.
(8) The provision that may be made by virtue of subsection (6)(f) includes provision extending or adapting any power to make subordinate legislation.
(9) Regulations under subsection (3) may provide that a reference in the regulations to, or to any provision of, legislation (including ... legislation of a country or territory outside the United Kingdom) is to be construed as a reference to that legislation or that provision as amended from time to time.
(10) In this section—
“investment” includes any asset, right or interest;
“primary legislation” means an Act, an Act of the Scottish Parliament, a Measure or Act of the National Assembly for Wales, or Northern Ireland legislation;
“subordinate legislation” means an instrument made under primary legislation.
(11) If a statutory instrument containing regulations under this section would, apart from this subsection, be treated as a hybrid instrument for the purposes of the Standing Orders of either House of Parliament, it is to proceed in that House as if it were not a hybrid instrument.
(1) In this Act—
(a) “recognised investment exchange” means an investment exchange in relation to which a recognition order is in force;
(b) “recognised clearing house” means—
(i) a central counterparty in relation to which a recognition order is in force (in this Part referred to as a “recognised central counterparty”), or
(ii) a clearing house which provides clearing services in the United Kingdom without doing so as a central counterparty, and in relation to which a recognition order is in force;
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(d) “third country central counterparty” means a person established in a country other than the United Kingdom who has been recognised by the Bank of England as a central counterparty pursuant to Article 25 of the EMIR Regulation;
(e) “recognised CSD” means a central securities depository in relation to which a recognition order is in force;
(g) “third country CSD” means a central securities depository, established in a country other than the United Kingdom, which is recognised by the Bank of England pursuant to Article 25 of the CSD regulation.
(2) A recognised investment exchange is exempt from the general prohibition as respects any regulated activity—
(a) which is carried on as a part of the exchange’s business as an investment exchange; or
(b) which is carried on for the purposes of, or in connection with, the provision by the exchange of services designed to facilitate the provision of clearing services by another person.
(2A) Subsection (2) does not apply in respect of a regulated activity specified by Chapter 2B (cryptoassets) of Part 2 (specified activities) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.
(3) A recognised clearing house which is not a recognised central counterparty is exempt from the general prohibition as respects any regulated activity—
(a) which is carried on for the purposes of, or in connection with, the provision of clearing services by the clearing house, or
(b) which is carried on for the purposes of, or in connection with, the provision by the clearing house of services designed to facilitate the provision of clearing services by another person.
(3ZA) Subsections (2) and (3) do not apply in respect of the regulated activity specified in article 63S of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (administering a benchmark).
(3A) A recognised central counterparty is exempt from the general prohibition as respects any regulated activity which is carried on for the purposes of, or in connection with, the services or activities specified in its recognition order.
(3B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3C) A third country central counterparty is exempt from the general prohibition as respects any regulated activity which is carried on for the purposes of, or in connection with, the services or activities specified in its recognition by the Bank of England pursuant to Article 25 of the EMIR regulation.
(3D) A recognised CSD is exempt from the general prohibition as respects any regulated activity which is carried on for the purposes of, or in connection with—
(a) the core services listed in Section A of the Annex to the CSD regulation which the central securities depository is authorised to provide pursuant to Article 16 or 19(1)(a) or (c) of that regulation, or
(b) any non-banking-type ancillary services listed in or permitted under Section B of that Annex which the central securities depository is authorised to provide, including services notified under Article 19 of the CSD regulation.
(3E) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3F) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3G) A third country CSD is exempt from the general prohibition as respects any regulated activity which is carried on for the purposes of, or in connection with, the services and activities covered by its recognition by the Bank of England pursuant to Article 25 of the CSD regulation.
(3H) But a recognised CSD ... or a third country CSD is not exempt from the general prohibition as respects any regulated activity which is carried on for the purposes of, or in connection with, any banking-type ancillary service listed in or permitted under Section C of the Annex to the CSD regulation.
(4) The Treasury may by order amend paragraph (b) of subsection (2) or (3).
285A Powers exercisable in relation to recognised bodies etc
(1) For the purposes of this Part, the FCA is “the appropriate regulator” in relation to recognised investment exchanges.
(2) For the purposes of this Part, the Bank of England is “the appropriate regulator” in relation to recognised clearing houses and recognised CSDs.
(3) In Schedule 17A—
(a) Part 1 makes provision for a memorandum of understanding between the appropriate regulators , and between the FCA and the PRA, with respect to the exercise of their functions in relation to recognised bodies;
(b) Part 2 applies certain provisions of this Act in relation to the Bank of England in consequence of the conferring of functions on the Bank under this Part of this Act or as a consequence of conferring other FMI functions on the Bank;
(c) Part 3 makes provision relating to the winding up, administration or insolvency of recognised clearing houses and recognised CSDs; and
(d) Part 4 makes provision about fees.
(1) The Treasury may make regulations setting out the requirements—
(a) which must be satisfied by an investment exchange , clearing house or central securities depository if it is to qualify as a body in respect of which the appropriate regulator may make a recognition order under this Part; and
(b) which, if a recognition order is made, it must continue to satisfy if it is to remain a recognised body.
(2) But if regulations contain provision as to the default rules of an investment exchange , clearing house or central securities depository, or as to proceedings taken under such rules by such a body, they require the approval of the Secretary of State.
(3) “Default rules” means rules of an investment exchange , clearing house or central securities depository which provide for the taking of action in the event of a person’s appearing to be unable, or likely to become unable, to meet his obligations in respect of one or more market contracts connected with the exchange , clearing house or central securities depository.
(4) “Market contract” means—
(a) a contract to which Part VII of the Companies Act 1989 applies as a result of section 155 of that Act or a contract to which Part V of the Companies (No. 2)(Northern Ireland) Order 1990 applies as a result of Article 80 of that Order; and
(b) such other kind of contract as may be prescribed.
(4A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4E) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4F) Regulations under subsection (1) may confer power on the appropriate regulator to make rules for the purposes of the regulations or of any specified provision made by the regulations.
(5) Requirements resulting from this section are referred to in this Part as “recognition requirements”.
(6) In the case of an investment exchange, requirements resulting from this section are in addition to requirements which must be satisfied by the exchange as a result of section 290(1A) before the FCA may make a recognition order declaring the exchange to be a recognised investment exchange.
(1) Any body corporate or unincorporated association may apply to the FCA for an order declaring it to be a recognised investment exchange for the purposes of this Act.
(2) The application must be made in such manner as the FCA may direct and must be accompanied by—
(a) a copy of the applicant’s rules;
(b) a copy of any guidance issued by the applicant;
(c) the required particulars; and
(d) such other information as the FCA may reasonably require for the purpose of determining the application.
(3) The required particulars are—
(a) particulars of any arrangements which the applicant has made, or proposes to make, for the provision by another person of clearing services in respect of transactions effected on the exchange;
(b) if the applicant proposes to provide services falling within section 285(2)(b) in respect of transactions other than those effected on the exchange, particulars of the criteria which the applicant will apply when determining to whom it will provide those services ;
(c) a programme of operations which includes the types of business the applicant proposes to undertake and the applicant's proposed organisational structure;
(d) such particulars of the persons who effectively direct the business and operations of the exchange as the FCA may reasonably require;
(e) such particulars of the ownership of the exchange, and in particular of the identity and scale of interests of the persons who are in a position to exercise significant influence over the management of the exchange, whether directly or indirectly, as the FCA may reasonably require.
(4) Subsection (3)(c) to (e) does not apply to an application by an overseas applicant.
(A1) This section applies only in relation to an application by a clearing house.
(1) A body corporate or unincorporated association which is established in the United Kingdom may, where it intends to provide clearing services as a central counterparty, apply to the Bank of England in accordance with Article 17 of the EMIR regulation for an order granting authorisation for the purposes of that Article and declaring it to be a recognised central counterparty for the purposes of this Act.
(1A) A body corporate or unincorporated association may, where it intends to provide clearing services in the United Kingdom without doing so as a central counterparty, apply to the Bank of England for an order declaring it to be for the purposes of this Act a recognised clearing house which is not a recognised central counterparty.
(2) An application under subsection (1A) must be made in such manner as the Bank of England may direct and must be accompanied by—
(a) a copy of the applicant’s rules;
(b) a copy of any guidance issued by the applicant;
(c) the required particulars; and
(d) such other information as the Bank may reasonably require for the purpose of determining the application.
(3) The required particulars are—
(a) if the applicant makes, or proposes to make, clearing arrangements with a recognised investment exchange, particulars of those arrangements;
(b) if the applicant proposes to provide clearing services or services falling within section 285(3)(b) for persons other than recognised investment exchanges, particulars of the criteria which it will apply when determining to whom it will provide those services.
288A Application by a central securities depository
Where a legal person which is established in the United Kingdom intends—
(a) to operate a securities settlement system referred to in point (3) of Section A of the Annex to the CSD regulation, and
(b) to provide at least one other core service listed in Section A of that Annex,
it may apply to the Bank of England in accordance with Article 17 of the CSD regulation , and any technical standards originally made or adopted under that Article which are assimilated direct legislation and any technical standards made under that Article by the Bank on or after IP completion day, for an order granting authorisation for the purposes of Article 16 of that regulation and declaring it to be a recognised CSD for the purposes of this Act.
(1) At any time after receiving an application and before determining it, the appropriate regulator may require the applicant to provide such further information as it reasonably considers necessary to enable it to determine the application.
(2) Information which the appropriate regulator requires in connection with an application must be provided in such form, or verified in such manner, as the appropriate regulator may direct.
(3) Different directions may be given, or requirements imposed, by the appropriate regulator with respect to different applications.
(4) In relation to an application under section 288(1), this section does not apply to information which can be required under Article 17 of the EMIR regulation.
(5) In relation to an application under section 288A, this section applies only in relation to information which the Bank of England may require in connection with recognition requirements which do not derive from any of the following—
(a) the CSD Regulation;
(b) any EU regulation, originally made under the CSD regulation, which is assimilated direct legislation;
(c) any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the CSD regulation on or after IP completion day.
(1) If it appears to the appropriate regulator that the applicant satisfies the recognition requirements applicable in its case, the regulator may—
(a) where the application is made under section 287, make a recognition order declaring the applicant to be a recognised investment exchange;
(b) where the application is made under section 288(1) and Article 17 of the EMIR regulation allows authorisation to be granted, make a recognition order (“a central counterparty recognition order”) granting authorisation for the purposes of that Article and declaring the applicant to be a recognised central counterparty; ...
(c) where the application is made under section 288(1A), make a recognition order declaring the applicant to be a recognised clearing house which is not a recognised central counterparty ; or
(d) where the application is made under section 288A, make a recognition order (a “CSD recognition order”) granting authorisation for the purposes of Article 16 of the CSD regulation and declaring the applicant to be a recognised CSD.
(1A) In the case of an application for an order declaring the applicant to be a recognised investment exchange, the reference in subsection (1) to the recognition requirements applicable in its case includes a reference to requirements contained in any of the following—
(a) any EU regulation, originally made under the markets in financial instruments directive, which is assimilated direct legislation;
(b) any EU regulation, originally made under the markets in financial instruments regulation, which is assimilated direct legislation;
(c) any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the markets in financial instruments regulation on or after IP completion day.
(1B) In the case mentioned in subsection (1A), the application must be determined by the FCA before the end of the period of six months beginning with the date on which it receives the completed application.
(1C) Subsection (1B) does not apply in the case of an application by an overseas applicant.
(1D) A central counterparty recognition order must specify the services or activities linked to clearing which the applicant may provide or perform and the classes of financial instruments covered by the order.
(1E) A CSD recognition order must specify—
(a) the core services listed in Section A of the Annex to the CSD regulation which the applicant is authorised to provide pursuant to Article 16 or 19(1)(a) or (c) of that regulation, and
(b) any non-banking-type ancillary services listed in or permitted under Section B of that Annex which the applicant is authorised to provide, including services notified under Article 19 of the CSD regulation.
(1F) A CSD recognition order must also record the terms of any of the following authorisations granted to the CSD under the CSD regulation or notifications made by the CSD under that regulation—
(a) an authorisation under Article 19(1) of the CSD regulation to outsource a core service under Article 30 of that regulation,
(b) an authorisation under Article 19(1)(d) of the CSD regulation (settlement of cash leg of securities settlement system in the books of another settlement agent),
(c) an authorisation under Article 19(1)(e) of the CSD regulation (setting up interoperable link),
(d) a notification under Article 19(5) of the CSD regulation (other CSD links),
(e) an authorisation under Article 54 or 56 of the CSD regulation to provide (in accordance with Article 54(2)(a) or (b)) any banking-type ancillary service listed in or permitted under Section C of the Annex to that regulation, and
(f) an authorisation to provide investment services and activities in addition to the services explicitly listed in Sections A and B of the Annex to the CSD regulation.
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) In considering an application made under section 287 or 288(1A), the appropriate regulator may have regard to any information which it considers is relevant to the application.
(4) A recognition order must specify a date on which it is to take effect.
(4A) If the Bank of England has not made a decision in relation to an application under section 288A within six months of that application being complete, the applicant may refer the matter to the Tribunal.
(4B) For the purposes of subsection (4A), an application is “complete” when the Bank of England informs the applicant that it is complete pursuant to Article 17(3) of the CSD regulation.
(5) Section 298 has effect in relation to a decision to refuse to make a recognition order in respect of an investment exchange or a clearing house which is not a central counterparty—
(a) as it has effect in relation to a decision to revoke such an order; and
(b) as if references to a recognised body were references to the applicant.
(5A) Section 298 has effect in relation to a decision to refuse an application under section 288A—
(a) as it has effect in relation to a decision to make a revocation order under section 297(1B); and
(b) as if references to a recognised body were references to the applicant.
(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7) Where—
(a) a body corporate or unincorporated association has made an application under section 288(1), and
(b) the Bank of England has determined that application in accordance with Article 17 of the EMIR regulation,
any previous recognition order under section 290(1)(c) or 292(2)(b) shall cease to be valid.
290ZA Variation of central counterparty recognition order
(1) On an application made to it in accordance with Article 15 of the EMIR regulation, the Bank of England may in accordance with Article 17 of that regulation vary a central counterparty recognition order by specifying an additional service or activity or class of financial instruments.
(2) Where Article 20(5) of the EMIR regulation applies, the Bank of England may vary a central counterparty recognition order by removing a service or activity or class of financial instruments from those specified in the order.
(3) The Bank of England may at any time vary a central counterparty recognition order for the purpose of correcting an error in, or omission from, the order.
(1) Where the Bank of England—
(a) grants an authorisation in accordance with Article 19(1), 54 or 56 of the CSD regulation,
(b) receives a notification under Article 19 of that regulation, or
(c) decides to withdraw authorisation for a service, activity or financial instrument in accordance with Article 20(4) or 57(4) of that regulation,
the Bank of England must vary the CSD recognition order accordingly.
(2) Where an authorisation to provide investment services and activities in addition to the services explicitly listed in Sections A and B of the Annex to the CSD regulation is granted, varied or withdrawn, the Bank of England must vary the CSD recognition order accordingly.
(3) The Bank of England may at any time vary a CSD recognition order for the purpose of correcting an error in, or omission from, the order.
290A Refusal of recognition on ground of excessive regulatory provision
(1) The appropriate regulator must not make a recognition order if it appears to it that an existing or proposed regulatory provision of the applicant in connection with—
(a) the applicant's business as an investment exchange, ...
(b) the provision by the applicant of clearing services, or
(c) the provision by the applicant of services falling within section 285(2)(b) or (3)(b),
imposes or will impose an excessive requirement on the persons affected (directly or indirectly) by it.
(2) The reference in section 290(1) (making of recognition order) to satisfying the applicable recognition requirements shall be read accordingly.
(3) Expressions used in subsection (1) above that are defined for the purposes of section 300A (power of appropriate regulator to disallow excessive regulatory provision) have the same meaning as in that section.
(4) The provisions of section 300A(3) and (4) (determination whether regulatory provision excessive) apply for the purposes of this section as for the purposes of section 300A.
(5) Section 298 has effect in relation to a decision under this section to refuse a recognition order—
(a) as it has effect in relation to a decision to revoke such an order, and
(b) as if references to a recognised body were references to the applicant.
(6) This section does not apply to an application for recognition as an overseas investment exchange, an overseas clearing house , a recognised central counterparty or a recognised CSD.
291 Liability in relation to recognised body’s regulatory functions.
(1) A recognised body and its officers and staff are not to be liable in damages for anything done or omitted in the discharge of the recognised body’s regulatory functions unless it is shown that the act or omission was in bad faith.
(2) But subsection (1) does not prevent an award of damages made in respect of an act or omission on the ground that the act or omission was unlawful as a result of section 6(1) of the Human Rights Act 1998.
(3) “Regulatory functions” means the functions of the recognised body so far as relating to, or to matters arising out of, the obligations to which the body is subject under or by virtue of this Act.
292 Overseas investment exchanges and overseas clearing houses.
(1) An application under section 287 or 288(1A) by an overseas applicant must contain the address of a place in the United Kingdom for the service on the applicant of notices or other documents required or authorised to be served on it under this Act.
(2) If it appears to the appropriate regulator that an overseas applicant satisfies the requirements of subsection (3) it may make a recognition order declaring the applicant to be—
(a) a recognised investment exchange;
(b) a recognised clearing house which is not a central counterparty.
(3) The requirements are that—
(a) investors are afforded protection equivalent to that which they would be afforded if the body concerned were required to comply with—
(i) recognition requirements, other than any such requirements which are expressed in regulations under section 286 not to apply for the purposes of this paragraph, and
(ii) requirements contained in any of the following—
(aa) any EU regulation, originally made under the markets in financial instruments directive, which is assimilated direct legislation;
(bb) any EU regulation, originally made under the markets in financial instruments regulation, which is assimilated direct legislation;
(cc) any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the markets in financial instruments regulation on or after IP completion day;
(b) there are adequate procedures for dealing with a person who is unable, or likely to become unable, to meet his obligations in respect of one or more market contracts connected with the investment exchange or clearing house;
(c) the applicant is able and willing to co-operate with the appropriate regulator by the sharing of information and in other ways;
(d) adequate arrangements exist for co-operation between the appropriate regulator and those responsible for the supervision of the applicant in the country or territory in which the applicant’s head office is situated.
(4) In considering whether it is satisfied as to the requirements mentioned in subsection (3)(a) and (b), the appropriate regulator is to have regard to—
(a) the relevant law and practice of the country or territory in which the applicant’s head office is situated;
(b) the rules and practices of the applicant.
(5) In relation to an overseas applicant and a body or association declared to be a recognised investment exchange or recognised clearing house by a recognition order made by virtue of subsection (2)—
(a) the reference in section 313(2) to recognition requirements is to be read as a reference to matters corresponding to the matters in respect of which provision is made in the recognition requirements;
(b) sections 296(1) and 297(2) have effect as if the requirements mentioned in section 296(1)(a) and section 297(2)(a) were those of subsection (3)(a), (b), and (c) of this section;
(c) section 297(2) has effect as if the grounds on which a recognition order may be revoked under that provision included the ground that in the opinion of the appropriate regulator arrangements of the kind mentioned in subsection (3)(d) no longer exist.
(6) Where a recognised clearing house is ... recognised as a third country central counterparty, any previous recognition order under section 290(1)(c) or 292(2)(b) shall cease to be valid.
292A Publication of information by recognised investment exchange
(1) A recognised investment exchange must as soon as practicable after a recognition order is made in respect of it publish such particulars of the ownership of the exchange as the FCA may reasonably require.
(2) The particulars published under subsection (1) must include particulars of the identity and scale of interests of the persons who are in a position to exercise significant influence over the management of the exchange, whether directly or indirectly.
(3) If an ownership transfer takes place in relation to a recognised investment exchange, the exchange must as soon as practicable after becoming aware of the transfer publish such particulars relating to the transfer as the FCA may reasonably require.
(4) ”Ownership transfer”, in relation to an exchange, means a transfer of ownership which gives rise to a change in the persons who are in a position to exercise significant influence over the management of the exchange, whether directly or indirectly.
(5) A recognised investment exchange must publish such particulars of any decision it makes to suspend or remove a financial instrument from trading on a regulated market operated by it as the FCA may reasonably require.
(6) The FCA may determine the manner of publication under subsections (1), (3) and (5) and the timing of publication under subsection (5).
(7) This section does not apply to an overseas investment exchange.
(1) The appropriate regulator may make rules requiring a recognised body to give it—
(a) notice of such events relating to the body as may be specified; and
(b) such information in respect of those events as may be specified.
(2) The rules may also require a recognised body to give the appropriate regulator, at such times or in respect of such periods as may be specified, such information relating to the body as may be specified.
(3) An obligation imposed by the rules extends only to a notice or information which the appropriate regulator may reasonably require for the exercise of its functions under this Act or for the purposes of Directive 2016/1148/EU of the European Parliament and of the Council of 6 July 2016 concerning measures for a high common level of security network and information systems across the Union as that directive had effect immediately before IP completion day.
(4) The rules may require information to be given in a specified form and to be verified in a specified manner.
(5) If a recognised body—
(a) alters or revokes any of its rules or guidance, or
(b) makes new rules or issues new guidance,
it must give written notice to the appropriate regulator without delay.
(5A) In relation to a recognised CSD, in subsection (5), “guidance” means guidance issued, or any recommendation made, in writing or other legible form and intended to have continuing effect, by the recognised CSD to—
(a) all or any class of its members, or
(b) persons using or seeking to use its services,
with respect to any of the services or activities specified in its recognition order.
(6) If a recognised investment exchange makes a change—
(a) in the arrangements it makes for the provision by another person of clearing services in respect of transactions effected on the exchange, or
(b) in the criteria which it applies when determining to whom it will provide services falling within section 285(2)(b),
it must give written notice to the FCA and the Bank of England without delay.
(7) If a recognised clearing house makes a change—
(a) in the recognised investment exchanges for whom it provides clearing services or services falling within section 285(3)(b), or
(b) in the criteria which it applies when determining to whom (other than recognised investment exchanges) it will provide clearing services or services falling within section 285(3)(b),
it must give written notice to the Bank of England and the FCA without delay.
(7A) In subsections (1) and (2), “recognised body” includes a third country CSD, in relation to any services referred to in the Annex to the CSD regulation which the third country CSD provides in the United Kingdom and a third country central counterparty.
(8) Subsections (5) to (7) do not apply to an overseas investment exchange , an overseas clearing house or a third country central counterparty.
(9) “Specified” means specified in the appropriate regulator's rules.
293A Information: compliance with specified requirements
(1) The appropriate regulator may require a recognised body to give the appropriate regulator such information as the appropriate regulator reasonably requires in order to satisfy itself that the body is complying with any qualifying provision that is specified, or of a description specified, for the purposes of this section by the Treasury by order.
(2) The Bank of England may require a third country CSD which provides any services referred to in the Annex to the CSD regulation in the United Kingdom to give the Bank reports on those services and statistical information relating to those services, at such times or in respect of such periods as may be specified by the Bank.
(3) A requirement under subsection (2) extends only to information which the Bank may reasonably require for the exercise of its functions under the CSD regulation or , any EU regulation originally made under the CSD regulation which is assimilated direct legislation, or any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the CSD regulation on or after IP completion day.
(1) The appropriate regulator may, on the application or with the consent of a recognised body, direct that rules made under section 293 or 295—
(a) are not to apply to the body; or
(b) are to apply to the body with such modifications as may be specified in the direction.
(2) An application must be made in such manner as the appropriate regulator may direct.
(3) Subsections (4) to (6) apply to a direction given under subsection (1).
(4) The appropriate regulator may not give a direction unless it is satisfied that—
(a) compliance by the recognised body with the rules, or with the rules as unmodified, would be unduly burdensome or would not achieve the purpose for which the rules were made; and
(b) the direction would not result in undue risk to persons whose interests the rules are intended to protect.
(5) A direction may be given subject to conditions.
(6) The appropriate regulator may—
(a) revoke a direction; or
(b) vary it on the application, or with the consent, of the recognised body to which it relates.
(7) In this section, “recognised body”, in relation to rules made under section 293, includes a third country CSD.
295 Notification: overseas investment exchanges and overseas clearing houses.
(1) At least once a year, every overseas investment exchange and overseas clearing house must provide the appropriate regulator with a report.
(2) The report must contain a statement as to whether any events have occurred which are likely to affect the appropriate regulator's assessment of whether it is satisfied as to the requirements set out in section 292(3).
(3) The report must also contain such information as may be specified in rules made by the appropriate regulator.
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
295A On-site inspection of United Kingdom branches of third country CSDs
(1) For the purposes of Article 25(11) of the CSD regulation, the Bank of England may, on giving reasonable notice and at any reasonable time, carry out an on-site inspection of any branch maintained by a third country CSD in the United Kingdom.
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) The Bank of England’s power under subsection (1) is enforceable, on the application of the Bank of England, by an injunction or, in Scotland, by an order for specific performance under section 45 of the Court of Session Act 1988.