Executive Summary
- Choose a software-only sale for the defined launch. The UK firm must provide the investment service, control the recommendation and rebalancing process, and contract with clients. The South African company supplies technology under its instructions. This recommendation depends on the actual division of work. (FCA Handbook, SYSC 8.1.6-AR–8.1.9R.)
- An appointed representative can cover qualifying advice and arranging within its principal's accepted responsibility. That exemption does not cover discretionary investment management, execution of ETF trades as agent, or actual custody. A UK principal must perform those functions itself or allocate them to another appropriately authorised business. (Financial Services and Markets Act 2000 (FSMA), s.39; FCA Handbook, SUP 12.2.7G.)
- Establish an independently authorised UK investment business when the group wants its UK entity to own the client mandate and exercise discretion. An advice permission alone does not authorise portfolio management. An existing South African authorisation does not satisfy the UK general prohibition. (FSMA, s.19; Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO), arts.37 and 53.)
- Keep retail suitability and Consumer Duty controls inside the UK firm's operating arrangements. Automated recommendations do not transfer responsibility to the software supplier. Professional-client classification changes some protections, but does not itself remove the authorisation requirement. (FCA Handbook, COBS 3.5.3R, 9A.2.23R; PRIN 3.1.12R, 3.2.6R–3.2.8R and 2A.1–2A.4.)
- Exclude South African investment decision-making and client-money handling from the software pilot. A later offshore portfolio-management delegation triggers additional UK outsourcing conditions, including home-country authorisation or registration and regulatory cooperation. (FCA Handbook, SYSC 8.1.11-BR; SUP 12.6.5R.)
- Complete separate reviews of UK promotions, cross-border personal data and South African capital or intellectual-property payments before launch. An AR appointment or technology contract cannot replace those reviews. (FSMA, s.21; UK GDPR, art.28; Protection of Personal Information Act 4 of 2013, ss.71–72; Exchange Control Regulations, 1961, reg.10(1)(c) and (4).)
The defined launch and its commercial trade-off
The recommended pilot is a business-to-business software sale supporting a UK retail investment service. Select an FCA-authorised UK investment firm whose permissions cover the proposed advice, management and order arrangements. For this case, the provider is a common-platform investment firm subject to the relevant MiFID conduct and outsourcing requirements. Limit the product to unleveraged UCITS ETF portfolios whose constituent funds can lawfully be distributed to the intended UK retail clients. Exclude pensions, ISA administration, borrowing and cryptoassets from this launch specification.
The UK firm signs the investment agreement and discretionary mandate, adopts the ETF universe and allocation rules, and determines suitability. It approves investment-affecting algorithm changes and owns the authority to suspend recommendations or trading. The UK firm operates the live decision engine on infrastructure under its control. Orders leave through its authorised operating arrangements. The supplier has no trading credentials or unilateral authority to change live investment parameters. A separately appointed broker executes trades; a properly authorised custodian holds investments and client money. Clients pay investment-service fees to the UK provider under disclosed terms. The South African supplier invoices that provider for software and technical support.
These allocations are proposed safeguards, not findings about an existing business. They put the regulated service inside the UK provider while preserving automated recommendations and periodic rebalancing. The commercial cost is reduced South African control over investment policy, client terms and service changes. The supplier can retain its code and brand, but the app must identify the actual investment provider without misleading customers. (FCA Handbook, SYSC 8.1.6-AR; COBS 4.2.1R.)
A fee formula does not decide the perimeter. A fixed software fee cannot protect a supplier that actually recommends investments or manages portfolios. A usage-based fee does not alone establish either activity. The decisive evidence comprises client-facing statements, mandates, decision rights, access credentials and the actions staff take. The proposed payment arrangements support that allocation; they cannot substitute for it. (RAO, arts.25, 37 and 53.)
Advice and model-portfolio selection
The proposed risk questionnaire followed by a suitable ETF portfolio is investment advice when it recommends particular investments on their merits. Calling the output a model, score or educational result does not change that application. A general explanation of diversification can remain outside advice on particular investments, but a personalised allocation naming ETFs crosses a different boundary. (RAO, art.53(1).)
Article 53(1A) limits the advice activity for appropriately authorised persons to personal recommendations. The South African financial services provider (FSP) authorisation does not establish that UK statutory status. A supplier also cannot assume that advising only the UK manager avoids regulation: article 53 expressly includes advice to an investor's agent. Investment-policy recommendations supplied to that manager require their own perimeter assessment. (RAO, art.53(1)–(1D).)
For the pilot, the UK provider should specify and approve investment policy before the supplier implements it. South African staff may diagnose a failed calculation or implement an approved formula. They must not independently select replacement ETFs, recommend revised weights, or persuade customers to accept a particular portfolio. Those changes would introduce an advisory or discretionary role beyond the proposed technical service. (RAO, arts.37 and 53.)
The targeted-support regime does not supply a substitute permission for this product. The FCA describes that service as suggestions designed for groups sharing characteristics, rather than recommendations based on an individual's circumstances. A profiled personal recommendation followed by discretionary management remains subject to its applicable investment permissions. The targeted-support regime began on 6 April 2026. The FCA also states that providing targeted support is not permitted AR business. Redesigning the app around that activity would not make an AR appointment available. (FCA, PS25/22, Supporting consumers' pensions and investment decisions: rules for targeted support, update of 27 February 2026 and "Next steps"; FCA Handbook, COBS 9B.2.4G.)
Arranging, discretionary management and execution
A transaction path can involve arranging before the broker executes anything. Article 25(1) covers arrangements that bring about investment transactions; article 25(2) covers arrangements made with a view to transactions. Account-opening integrations, populated trade instructions and transmission to a broker require analysis under those separate limbs. The broker's own authorisation does not automatically exempt the app operator's contribution. (RAO, art.25(1)–(2).)
Article 27 excludes mere communication facilities from article 25(2), rather than from every arranging activity. It cannot be assumed to cover the complete questionnaire-to-portfolio-to-order service. An introduction-only design also needs its particular exclusion or exemption tested; introducing a client does not authorise subsequent recommendations or portfolio decisions. For the software pilot, the UK firm should operate the investment workflow and control the broker connection. (RAO, art.27; FCA Handbook, SUP 12.2.8G.)
Discretionary rebalancing is managing investments where the provider exercises discretion over another person's investment assets. A standing mandate does not become execution-only because customers accepted it electronically. When the provider chooses portfolio weights, substitutions or trade timing within that mandate, automation implements its investment decisions. (RAO, art.37.)
A different design could require the customer to make each investment decision and approve each specific transaction. That can remove provider discretion where the customer's instruction is genuinely determinative. It leaves any prior advice and arranging to be assessed. A confirmation button after the provider has already exercised delegated discretion does not retrospectively change the service. (RAO, arts.25, 37 and 53.)
Execution as agent is a separate activity under article 21. Merely sending an instruction to an executing broker is not invariably execution by the sender; its legal authority and role determine the result. The contracting map must identify who receives instructions, who transmits them, and who actually buys or sells as agent. None of those functions should be assigned to the South African supplier through an undefined broker API role. (RAO, arts.21 and 25.)
Custody and client money
Actual custody must remain with the appointed custodian. The FCA distinguishes safeguarding and administering investments from arranging, on a continuing basis, for another person to perform those functions. Both safeguarding and administration are relevant to the custody activity. Read-only reporting access differs from authority to hold or move client assets. The app's credentials and custody contract must reflect that distinction. (FCA Handbook, PERG 2.7.9G, interpreting RAO, art.40.) Outside this pilot, article 41 provides a separate exclusion where a qualifying custodian accepts responsibility to the asset owner on terms no less onerous than if it safeguarded and administered the assets itself. The qualifying custodian must operate the arrangements in the course of carrying on article 40 activity in the UK. Its qualifying status requires the relevant permission or exemption. An AR appointment alone does not satisfy those conditions. (RAO, art.41(1)–(2).)
Avoiding custody does not by itself resolve client-money obligations. Receiving client money in connection with investment business engages the applicable CASS analysis. For this pilot, customers should fund the designated broker or custodian directly, with no client balance or omnibus collection account at the software company. Payments of the supplier's own earned software fees require a separate characterisation from investment money held for customers. (FCA Handbook, CASS 7.10.1R; SUP 12.6.5R.)
UK territorial reach and overseas-person exclusions
Section 19 prohibits regulated activity carried on in the United Kingdom without authorisation or exemption. UK residence of customers is relevant, but is not the complete territorial test. Section 418 extends the analysis to specified cross-border circumstances. The FCA's perimeter guidance requires examination of where the business and its activities are carried on. Offshore servers or South African contracts cannot resolve that inquiry alone. (FSMA, ss.19 and 418; FCA Handbook, PERG 2.4.1G–2.4.3G.)
The strongest alternative argument is that particular South African services occur outside the UK or satisfy the overseas-person exclusion. Article 72 provides activity-specific exclusions for certain dealing, arranging and advice. Its conditions differ by function. A legitimate approach can include a solicited approach that complies with section 21; outbound marketing does not automatically defeat every limb. (RAO, art.72(1)–(5) and (7).)
That argument does not establish a complete exclusion for this managed retail product. Article 72(6) excludes specified agreements to undertake activities, including management, from article 64. It does not exclude the actual exercise of discretion under article 37. Any proposed wholly offshore model therefore needs a separate territorial conclusion for the management itself. This case selects a UK provider rather than treating article 72 as permission for the entire app. (RAO, arts.37, 64 and 72(6).)
What an appointed representative can undertake
An AR route can support an advisory and arranging distribution layer, with portfolio management retained by an authorised UK firm. Under section 39, the principal must accept responsibility in writing for the relevant prescribed business. Investment-service appointments must also satisfy the applicable register condition. The principal's permissions or applicable exclusions must accommodate the activities accepted. (FSMA, s.39(1)–(1B), (3)–(4); FCA Handbook, SUP 12.4.1AG.)
The FCA's published account of the prescribed activities includes investment advice and article 25 arranging. It includes arranging custody, but not performing custody itself. The listed article 21 agency-dealing activity is confined to specified insurance and funeral-plan transactions, not ETF execution. Discretionary management under article 37 is absent. These distinctions prevent an AR contract from covering the complete service when the AR itself manages or executes ETF trades. (FCA Handbook, SUP 12.2.7G, interpreting the Financial Services and Markets Act 2000 (Appointed Representatives) Regulations 2001, SI 2001/1217.)
An introducing AR has a narrower role: introductions and distribution of non-real-time financial promotions within its appointment. It cannot supply the proposed investment recommendations. A tied-agent appointment also requires the relevant investment-firm responsibility and registration; the label does not extend the prescribed activities to discretionary management. (FCA Handbook, SUP 12.2.8G and 12.2.16G; FSMA, s.39(7).)
The principal must assess suitability, competence and financial standing, and maintain resources to supervise the accepted business. For this app, it needs access to questionnaires, algorithm versions, customer outputs, complaints and trade records. Its personnel must challenge defective recommendations, stop activity and require remediation. The principal remains responsible for the business it accepts; a contract describing monthly compliance checks cannot replace effective controls. (FCA Handbook, SUP 12.4.2R and 12.4.4G–12.4.4BG; FSMA, s.39(3).)
Holding investment client money defeats the proposed investment AR arrangement. SUP 12.6.5R prohibits such holding outside its insurance-business exception. Its separate rule for money received by an AR requires payment into the principal's client account or forwarding under the applicable CASS provisions. That provision does not permit the AR to maintain investment client balances. Discretion or ETF agency execution at the AR also defeats the proposed allocation. (FCA Handbook, SUP 12.6.5R; SUP 12.2.7G.)
UK investment advice authorisation and portfolio management
Own UK authorisation is the recommended route when the group requires its UK entity to provide the service under its own mandate. Apply for the activities actually performed, including advice, discretionary management and the relevant arranging or dealing functions. Add custody only if the business will undertake it. A UK company registration and a South African FSP licence cannot replace the required FCA permission. The same legal entity cannot hold its own FCA investment permissions while relying on investment AR status for other regulated investment activities. (FSMA, ss.19 and 39(1); RAO, arts.21, 25, 37 and 53; FCA Handbook, SUP 12.2.3G; FCA, "How to apply for authorisation or registration".)
That route puts direct responsibility, regulatory resources and continuing compliance costs inside the group. The applicant needs a viable operating plan and the people, systems and financial resources to carry it out. Outsourced technology can remain part of that plan, but the authorised firm retains responsibility. No approval date, capital figure or partner availability follows merely from choosing this structure. (FCA, "How to apply for authorisation or registration", updated 3 March 2026; FCA Handbook, SYSC 8.1.6-AR.)
Retaining UK investment discretion does not alone settle the outsourcing test. SYSC 8.1.11-BR also covers outsourced functions related to client portfolio management. A South African-operated live portfolio engine can therefore require the additional home-authorisation and cooperation conditions even without delegated discretion. The pilot supplies code for UK operation. If its actual support service falls within that rule, satisfy both conditions or redesign the work before launch. (FCA Handbook, SYSC 8.1.11-BR.)
The software sale is preferable for a pilot that accepts UK-provider control. The supplier must remain outside the relevant regulated functions on the actual facts, not merely under the service description. The UK firm should retain usable documentation, testing access, continuity arrangements and exit rights. Its written contract must preserve the instruction, information and audit rights required for applicable outsourcing. (FCA Handbook, SYSC 8.1.7R–8.1.9R.)
The principal model offers a middle position only for a defined advice or arranging role. It adds the principal's supervisory obligations while still leaving discretion elsewhere. It therefore provides little benefit where the South African company's sole launch contribution is technical. The proposed B2B model avoids adding an AR relationship that has no regulated function to cover. That is a product-design recommendation, rather than a finding that every software supplier is exempt. (FSMA, s.39; FCA Handbook, SUP 12.4.2R.)
The software recommendation fails when South African staff actually control investment choices or customer recommendations, or the supplier operates orders in its own regulated capacity. It also fails commercially when the group will not accept the UK provider's authority over the service. A nominal UK sign-off on decisions made elsewhere cannot sustain the proposed allocation. Reassess the actual actor's territorial position and permission before that work begins. (RAO, arts.21, 25, 37 and 53; FCA Handbook, SYSC 8.1.6-AR.)
Retail suitability, Consumer Duty and ETF selection
The UK provider must obtain enough information to assess suitability, including knowledge and experience, financial circumstances and ability to bear losses, investment objectives and risk tolerance. A risk score alone may omit those elements. The algorithm should reject incomplete or inconsistent inputs rather than force every applicant into a portfolio. Automation does not reduce the firm's responsibility for the assessment. (FCA Handbook, COBS 9A.2.1R, 9A.2.12R–9A.2.13R and 9A.2.23R.)
Periodic rebalancing also needs current client information and a reasoned switching decision. For retail investment switches, the firm must be reasonably able to demonstrate that benefits exceed costs. A fixed calendar does not remove that duty. These controls belong in the UK provider's operating procedures. (FCA Handbook, COBS 9A.2.10R and 9A.2.18R.)
Consumer Duty applies to the relevant UK retail business, including firms that materially influence retail outcomes without a direct customer relationship. The UK provider must address foreseeable harm, product design and fair value. For this product, that requires assessment of the intended customer group, ETF risks and total charges, including rebalancing costs. Technical controls should prevent stale allocations, duplicate orders and investment recommendations outside the service's target market. These are proposed controls implementing the provider's duties. (FCA Handbook, PRIN 3.1.12R, 3.2.6R–3.2.8R, 2A.1.15G, 2A.2, 2A.3 and 2A.4.)
A purely unregulated software supplier does not become directly subject to Consumer Duty solely because it supplies code. Its UK customer still needs contractual cooperation and usable evidence to discharge its own obligations. The support design must let customers correct information, raise complaints and reach staff capable of resolving the problem. The UK provider should test whether the app's explanations allow its intended customers to understand the service. (FCA Handbook, PRIN 3.1.12R, 3.2.6R–3.2.8R, 2A.1, 2A.5 and 2A.6.)
Professional-client treatment changes specified conduct protections, not the activity perimeter. Elective classification requires the COBS assessment and formalities; MiFID business also has quantitative conditions. A wealthy customer or an exemption used for a promotion is not automatically a professional client. The retail pilot should not use an opt-up checkbox to avoid suitability or Consumer Duty. (FCA Handbook, COBS 3.5.3R and 3.5.6R; FSMA, s.19.) For appropriately classified professional business, COBS permits the specified knowledge-and-experience presumption. Its financial-loss presumption is narrower and applies only to advice for per se professional clients. Neither presumption removes all suitability obligations. (FCA Handbook, COBS 9A.2.5R.)
Check each ETF's eligibility for UK retail distribution and the disclosures for its actual share class. For an overseas fund, check its applicable UK recognition or marketing route as well as its exchange listing. (FCA, "Overseas Funds Regime: Update for firms", "What is the OFR" and "Who can use the OFR".) The consumer composite investment disclosure transition runs from 6 April 2026 to 7 June 2027. During that period, the applicable route can involve the new product summary or qualifying legacy PRIIP or UCITS documentation. The provider must select the correct route rather than assuming all old documents are invalid or sufficient. (FCA Handbook, DISC TP 2.1R–2.2R and 2.5R.)
Financial promotions and the named provider
UK-directed app advertising requires a separate section 21 assessment, including communications originating abroad that can have an effect in the UK. An unauthorised person needs lawful approval or an applicable exemption for a covered invitation or inducement. A public retail campaign should not depend on exemptions aimed at a restricted professional or sophisticated audience. The app store listing, website, onboarding invitations and paid promotions belong in the same review. (FSMA, s.21(1)–(3).)
An authorised firm generally needs the relevant permission to approve another unauthorised person's promotions unless a gateway exemption applies. The FCA identifies an exemption for approval of an AR's promotions relating to activities for which its principal has accepted responsibility. That exception does not validate unrelated South African services. All relevant UK-firm communications must remain fair, clear and not misleading, including statements about FCA status and investment risk. (FCA, "Approving financial promotions", paragraph beginning "FCA permission is not required"; FCA Handbook, COBS 4.2.1R.)
South African financial services and staff functions
The South African workstream must distinguish technical support from financial services and examine the actual licence conditions. The Financial Sector Conduct Authority's (FSCA) current application guidance requires licensing before the provision of regulated financial services. Its fit-and-proper guidance identifies competence, operational ability and financial soundness requirements for FSPs and their relevant personnel. UK contracting does not establish what the South African firm may do under its domestic authorisation. (FSCA, "New Financial Service Provider"; "FAIS Fit and Proper".)
The FSCA has explained Category I as advice and intermediary services without discretion, and Category II as discretionary intermediary services. That distinction makes the category, permitted products and conditions material to any proposed South African allocation-making role. These are official explanations, not an approval of this proposed app. (FSCA, letter to the Commission of Inquiry into the Public Investment Corporation, March 2019, paras.7–8.)
Keep the pilot's South African personnel within documented technical instructions. Customer support that recommends an ETF, or investment staff who decide rebalancing, changes that allocation. If the UK common-platform firm later outsources functions related to client portfolio management to South Africa, SYSC 8.1.11-BR requires an appropriately authorised or registered and supervised provider, plus an appropriate regulatory cooperation arrangement. A domestic advice authorisation alone cannot establish satisfaction of those conditions. (FCA Handbook, SYSC 8.1.11-BR–8.1.11-CG.)
South African capital, software fees and intellectual property
Separate investor funding from the supplier's cross-border payments. The pilot assumes customers are not South African exchange-control residents and fund UK custody without a South African payment leg. UK residence alone should not replace that classification. South African outward capital to establish or fund a UK subsidiary requires its own authorised-dealer assessment. (Exchange Control Regulations, 1961, reg.10(1)(c); SARB, "Financial Surveillance Documents", "Exchange control regulations".)
Software licensing can itself create a material South African exchange-control leg. The capital-export restriction includes intellectual-property rights and the transactions specified in regulation 10(4). Characterise the actual SaaS, licence or IP-transfer agreement and obtain an authorised dealer's determination of the applicable permissions and conditions. An outright IP sale and a UK-subsidiary investment require their respective analysis. (Exchange Control Regulations, 1961, reg.10(1)(c) and (4); SARB, "Financial Surveillance Documents", "Exchange control regulations".)
Personal data and automated decisions
The UK provider should document whether the South African company acts as processor or determines its own processing purposes. Processor terms must address instructions, security, subprocessors, assistance, audit and return or deletion. Reusing client profiles for the supplier's independent training purposes changes that assessment. A data-protection impact assessment is required where the statutory high-risk test is met, including the specified systematic profiling used for legally or similarly significant decisions. (UK GDPR, arts.28(2)–(4), 28(10) and 35(1), (3)(a).)
Remote access by a separate South African organisation can be a restricted transfer even when the database stays in Britain. South Africa is absent from the UK adequacy list. The UK exporter therefore needs an applicable transfer mechanism, normally appropriate safeguards with the required data protection test (transfer risk assessment) for a continuing outsourced service. The ICO identifies the IDTA and UK Addendum among those mechanisms. Access minimisation does not replace the transfer analysis. (ICO, "Are we making a restricted transfer?", "Is the restricted transfer covered by adequacy regulations?", "Appropriate safeguards" and "Completing a transfer risk assessment".)
The UK automated-decision provisions changed on 5 February 2026. Article 22A defines solely automated decisions by the absence of meaningful human involvement. The government's explanation of the replacement provisions identifies information, representations, challenge and human-intervention safeguards for significant automated decisions. Special-category data attracts additional restrictions under article 22B. Article 22B(4) also bars a solely automated significant decision where the decision-maker's processing relies wholly or partly on article 6(1)(ea), the recognised-legitimate-interests ground. System testing by a human is not necessarily human involvement in each individual decision. (UK GDPR, arts.22A–22B; SI 2026/82, reg.2(j); DSIT, Data (Use and Access) Act factsheet: UK GDPR and DPA, "Automated decision-making".)
POPIA requires a separate South African analysis of territorial application, responsible-party and operator roles. Written operator security arrangements matter where those provisions apply. Section 72 regulates qualifying transfers out of South Africa, including onward transfers, through its protection standard or another specified ground. Section 71 separately restricts solely automated decisions based on personal profiling with legal or substantial effects. Its contract-related exception has conditions; a signed mandate does not remove them. The exception requires a decision connected with concluding or performing a contract, plus satisfaction of the data subject's contractual request or appropriate protective measures. Those measures must permit representations and supply sufficient information about the processing logic. (Protection of Personal Information Act 4 of 2013, ss.3, 20–21 and 71–72.)
Implementation order and the launch gate
Lock the product functions first. The product owner should approve a versioned specification covering the questionnaire, ETF selection, customer recommendation, mandate, rebalancing and order path. Record who can change each investment-affecting parameter. Disable unsupported product wrappers and South African investment overrides in the pilot. The specification is the proposed factual basis for applying articles 21, 25, 37 and 53 of the RAO.
Complete the regulator-perimeter analysis second. UK and South African advisers should classify each actor's actual work, location and permission requirements against that specification. Treat advice to the UK manager, discretionary decisions and broker transmission separately. Any proposed exclusion must match the exact activity and conditions. The UK provider should also classify the outsourced functions under SYSC 8.1, including the third-country portfolio-management condition where applicable.
Settle the contracting map third. Identify the retail counterparty, adviser, discretionary manager, order sender, executing broker, custodian and fee recipient. Allocate algorithm change control, complaints, data roles and termination assistance. The signed documents and system permissions must implement the same allocation. Required outsourcing rights and processor terms should survive subcontracting. (FCA Handbook, SYSC 8.1.9R; UK GDPR, art.28.)
Review marketing fourth, before publication or solicitation. Name the UK service provider accurately and record the lawful section 21 route for each communication. Licentium's marketing compliance review can assist with claims and approval requirements; it does not replace approval by an authorised person where required. The UK provider should own the release decision for its retail communications. (FSMA, s.21; FCA Handbook, COBS 4.2.1R.)
Complete broker and custodian diligence fifth. Obtain official register evidence and contractual confirmation of the relevant permissions, client-money arrangements and custody chain. Test order acknowledgements, rejected instructions, duplicate prevention, reconciliation and emergency suspension. Match the approved ETF universe to retail-distribution status and the applicable disclosures. A broker's willingness to integrate does not establish the app operator's own legal position. (FCA Handbook, PERG 2.7.9G; CASS 7.10.1R; DISC TP 2.2R and 2.5R.)
Apply a documented launch gate last. The UK provider should sign off suitability testing, customer support, promotion controls, data transfers and operational recovery. The South African supplier should obtain the domestic perimeter and authorised-dealer determinations required for its actual work and payment legs. Block release if investment decisions, order authority or client money remain assigned contrary to the chosen route. Changes to those functions require a new decision before deployment. (FCA Handbook, COBS 9A.2.23R; SYSC 8.1.7R–8.1.11-BR; Exchange Control Regulations, 1961, reg.10(1)(c) and (4).)