The Uncertificated Securities Regulations 1992

Fees

106.—(1) Subject to the provisions of this regulation a person may require, for the performance of any functions of that person under these Regulations, the payment of a fee from the person for whom, or in respect of whom, the functions are performed.

In particular (without prejudice to the generality of the foregoing):

(a) the Secretary of State may charge a fee to the Operator in respect of his approval for the commencement of operation of the system under regulation 5 or the performance of his supervisory functions under these Regulations;

(b) the Operator may charge a fee:

(i) to a company in respect of the admission of a security of the company into the system and the operation of the Operator’s part thereof with respect to the security;

(ii) to an applicant for participation in the system; and

(iii) to a participant in connection with his or its continued participation and supervision;

(c) a commercial controller may charge a fee where he or it provides his or its functions other than by an agreement for the purposes of regulation 13(1) (paragraph (6)(b) being applicable to such functions performed by such agreement).

(2) A company or company controller may not charge any fee under paragraph (1) (the appointment of a company controller by a company being an appointment to which paragraph (6)(b) applies), save (in the case of a company controller) in respect of the administrative costs of dealing with an instruction received under regulation 10(6) or 34.

(3) The fees chargeable by a person under this regulation shall not exceed an amount which appears to him or it to represent a reasonable estimate of the costs incurred by him or it in performing his or its functions under these Regulations.

(4) For the purposes of determining the costs incurred by a person in performing a function for the purposes of paragraph (3), such costs shall include (in addition to any other matter to be taken into account in determining the costs concerned) the proportion of the following matters fairly attributable to the performance of the function:

(a) expenditure on staff, equipment, premises, facilities, research and development connected (directly or indirectly) with the performance of that function;

(b) provisions for bad debts or contingent liabilities;

(c) the allocation, over a period of years, of any initial expenditure incurred wholly and exclusively in order to perform the function;

(d) any notional interest incurred on any capital initially expended on, or otherwise expended in connection with, the performance of the function or duty, as well as actual interest payable on any sums borrowed which have been so expended; and

(e) any other matter which, in accordance with generally accepted accounting practice, may be properly taken account of in ascertaining the costs properly attributable to the performance of the function.

For the purpose of sub-paragraph (d):

(i) “notional interest” means any interest that that person would reasonably have been expected to be liable to pay had the sums expended been borrowed at arms length; and

(ii) “actual interest” payable means the actual interest paid on such sums borrowed, provided that, where any sums concerned have not been borrowed in a transaction at arms length, no account shall be taken of any interest payable which would not have been payable had the transaction been at arms length.

(5) Any fee received by the Secretary of State under this regulation shall be paid into the consolidated fund.

(6) Nothing in this regulation:

(a) shall preclude a person from charging such sums as the person sees fit for any services provided by him or it otherwise than in pursuance of an obligation imposed. on him or it by these Regulations;

(b) (without prejudice to (a)) shall preclude a person (other than the Operator) who has voluntarily consented to being appointed or authorised by another person to perform any function under these Regulations (whether on behalf of that other person or on behalf of others) from charging that other person any sums that other person has contracted to pay as consideration for that consent or its continuance; or

(c) shall preclude a company charging any fee which it may charge by virtue of any enactment in connection with the inspection or provision of copies of a register applied by these Regulations.