S.I. No. 60/2007 - European Communities (Markets in Financial Instruments) Regulations 2007

• (6) The market operator of a regulated market in another Member State may provide appropriate arrangements in the State to facilitate access to and trading on that market by remote members or participants established in the State,

• (a) without further legal or administrative requirements, and

• (b) in accordance with the procedures and provisions under these Regulations.

• (7) Where the market operator of a regulated market is authorised in the State and wishes to conduct business in another Member State -

• (a) the market operator shall communicate to the Bank -

• (i) the name of the Member State, and

• (ii) the regulated market's intention to conduct business in the Member State and to make arrangements in that regard, and

• (b) within one month after the communication under subparagraph (a), the Bank shall in turn communicate to the competent authority of that Member State the information referred to in subparagraph (a).

• (8) The Bank, on the request of the competent authority referred to in Paragraph (7)(b) and within a reasonable time, shall communicate to the competent authority the identity of the members and participants of the regulated market authorised in the State.

• (9) The market operator of a regulated market shall communicate to the Bank when and as required by the Bank, an accurate and up-to-date list of the regulated market's members and participants.

Monitoring of compliance with the rules of the regulated market and with other legal obligations

67. (1) The market operator of a regulated market shall -

• (a) establish and maintain effective arrangements and procedures for the regular monitoring of the compliance by their members and participants with the rules of the regulated market, and

• (b) monitor transactions undertaken by the regulated market's members and participants, in order to identify, in relation to those transactions any -

• (i) breaches of the rules of the regulated market,

• (ii) disorderly trading conditions, or

• (iii) conduct that may involve market abuse.

• (2) The market operator of a regulated market shall -

• (a) report to the Bank without delay, in relation to any transactions referred to in paragraph (1) (b), any -

• (i) significant breaches of the rules of the regulated market,

• (ii) disorderly trading conditions, or

• (iii) conduct that may involve market abuse,

• (b) supply to the Bank without delay the particulars of the relevant information about any matter referred to in subparagraph (a), and

• (c) provide full assistance in investigating and prosecuting market abuse occurring on or through the regulated market.

Pre-trade transparency requirements for regulated markets

68. (1) The market operator of a regulated market shall make public on reasonable commercial terms and on a continuous basis during normal trading hours -

• (a) current bid and offer prices, and

• (b) the depth of trading interests at those prices which are advertised through the regulated market's systems for shares admitted to trading.

• (2) The market operator of a regulated market may give access, on reasonable commercial terms and on a non-discriminatory basis, to the arrangements that the regulated market employs for making public the information referred to in paragraph (1) to investment firms that are obliged to publish their quotes in shares pursuant to Regulation 114.

• (3) The Bank may waive the obligation under paragraph (1) -

• (a) based on the market model or the type and size of orders in the cases defined in accordance with Commission Regulation (EC) 1287/2006 or

• (b) for transactions that are large in scale compared with transactions of normal market size for the share or type of share in question, as set out in Commission Regulation (EC) 1287/2006.

Post-trade transparency requirements for regulated markets

69. (1) The market operator of a regulated market shall make public on reasonable commercial terms and on a continuous basis -

• (a) the price, volume and time of transactions executed on that market in respect of shares admitted to trading, and

• (b) the details of those transactions.

• (2) The market operator of a regulated market may give access, on reasonable commercial terms and on a non-discriminatory basis, to the arrangements the regulated market employs for making public the information referred to in Paragraph (1) to investment firms that are obliged to publish the details of their transactions in shares pursuant to Regulation 119.

• (3) The Bank on application may permit a regulated market to defer publication of the details of transactions if the Bank is of the opinion that the deferral is appropriate, given the particular circumstances.

• (4) In particular, the Bank may authorise the deferred publication in respect of transactions that are large in scale compared with transactions of normal market size for that share or that class of shares.

• (5) Arrangements for deferred trade-publication approved by the Bank must be clearly disclosed to market participants and the public.

Provisions regarding central counterparty and clearing and settlement arrangements

70. (1) The market operator of a regulated market in the State shall not be prevented from entering into appropriate arrangements with -

• (a) a central counterparty, or

• (b) a clearing house settlement system,

of another Member State, with a view to providing for the clearing, settlement or both of some or all trades concluded by market participants under the other Member State's settlement system.

• (2) The Bank may not oppose the use by the market operator of a regulated market of central counterparty, clearing houses or settlement systems in another Member State except as demonstrably necessary in order to maintain the orderly functioning of that regulated market.

• (3) In order to avoid undue duplication of control, the Bank shall take into account the oversight and supervision of the clearing and settlement system already exercised by the Bank.

List of regulated markets

71. The Bank shall -

• (a) prepare and keep a list of the regulated markets for which the State is the home Member State,

• (b) amend the list as necessary to keep it current, and

• (c) forward the list and any amendments to it to the other Member States and to the EU Commission.

Part 7 — Operating Conditions for Investment Firms

Review of conditions for initial authorisation

72. (1) An authorised investment firm or an entity deemed to be one under Regulation 6 shall comply at all times with the conditions and requirements of its initial authorisation.

• (2) The Bank shall monitor compliance by an investment firm with obligations under these Regulations.

• (3) An investment firm shall notify the Bank of any material changes to the conditions that were prerequisites to the firm's initial authorisation.

• (4) The Bank, with the consent of the Minister, may delegate administrative preparatory or ancillary tasks related to the review of the conditions and requirements for initial authorisation for investment firms which only provide investment advice.

General obligation in respect of on-going supervision

73. (1) The Bank -

• (a) shall monitor the activities of investment firms so as to assess compliance with the operating conditions provided for in these Regulations,

• (b) is entitled to obtain information from the person who possesses it if the Bank considers the information necessary for the purposes of assessing the compliance of an investment firm with those operating conditions and

• (c) may require the person to provide the information to the Bank.

• (2) A person required under paragraph (1)(c) to provide information shall do so without delay.

• (3) In the case of investment firms which provide only investment advice, the Bank may delegate to a person* the Bank considers to be appropriate any administrative preparatory or ancillary tasks related to the regular monitoring of operational requirements.

Conflicts of Interest

74. (1) An investment firm shall take all reasonable steps to identify conflicts of interest that arise in the course of providing any investment or ancillary services or both -

• (a) within the firm,

• (b) between or among the firm or its organisation and any third parties including but not limited to -

• (i) their managers, employees and tied agents,

• (ii) one or more persons directly or indirectly linked to the investment firm or that organization by control, or

• (iii) the firm and the clients of the investment firm, or

• (c) between or among a client of the firm and one or more of the other clients of the firm.

• (2) Where organisational or administrative arrangements made by an investment firm to manage conflicts of interest are insufficient to ensure, with reasonable confidence that risks of damage to client interests will be prevented, the investment firm shall clearly disclose to the client

• (a) the general nature, and

• (b) the sources of,

the conflicts of interest before undertaking business on the client's behalf.

Conflicts of interest continued

75. (1) For the purposes of identifying the types of conflict of interest referred to in Regulation 74(1) the existence of which may damage the interests of a client, an investment firm shall take into account, by way of minimum criteria, the question of whether the investment firm or a relevant person, or a person directly or indirectly linked by control to the firm is in any of the following situations, whether as a result of providing investment or ancillary services or investment activities or otherwise:

• (a) the firm or that person is likely to make a financial gain, or avoid a financial loss, at the expense of the client;

• (b) the firm or that person has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client's interest in that outcome;

• (c) the firm or that person has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client;

• (d) the firm or that person carries on the same business as the client;

• (e) the firm or that person receives or will receive from a person other than the client an inducement in relation to a service provided to the client in the form of monies, goods or services, other than the standard commission or fee for that service.

• (2) An investment firms shall establish, implement and maintain an effective written conflicts of interest policy -

• (a) that is appropriate to the size and organisation of the firm and the nature, scale and complexity of the firm's business, and

• (b) that, in the case of a firm that is a member of a group, takes into account any circumstances, of which the firm is or should be aware which may give rise to a conflict of interest arising as a result of the structure and business activities of other members of the group.

• (3) The conflicts of interest policy referred to in paragraph (2) must -

• (a) identify, with reference to the specific investment services and activities and ancillary services carried out by or on behalf of the investment firm, the circumstances which constitute or may give rise to a conflict of interest entailing a material risk of damage to the interests of one or more clients, and

• (b) specify procedures to be followed, and measures to be adopted, in order to manage such conflicts.

• (4) An investment firm shall ensure that the procedures and measures referred to in paragraph (3)(b) are designed to ensure that relevant persons, engaged in different business activities involving a conflict of interest of the kind specified in paragraph (3)(a), carry on those activities at a level of independence appropriate to -

• (a) the size and activities of the firm and of the group, if any, to which the firm belongs, and

• (b) the materiality of the risk of damage to the interests of clients.

• (5) For the purposes of paragraph (3)(b), the procedures to be followed and measures to be adopted shall include such of the following as are necessary and appropriate for the firm to ensure the requisite degree of independence:

• (a) effective procedures to prevent or control the exchange of information between relevant persons engaged in activities involving a risk of a conflict of interest where the exchange of that information may harm the interests of one or more clients;

• (b) the separate supervision of relevant persons whose principal functions involve carrying out activities on behalf of, or providing services to clients whose interests may conflict, or who otherwise represent different interests that may conflict, including those of the firm;

• (c) the removal of any direct link between the remuneration of relevant persons principally engaged in one activity and the remuneration of, or revenues generated by, different relevant persons principally engaged in another activity, where a conflict of interest may arise in relation to those activities;

• (d) measures to prevent or limit any person from exercising inappropriate influence over the way in which a relevant person carries out investment or ancillary services or activities;

• (e) measures to prevent or control the simultaneous or sequential involvement of a relevant person in separate investment or ancillary services or activities where such involvement may impair the proper management of conflicts of interest.

• (6) If the adoption or the practice of one or more measures and procedures under this Regulation does not ensure the requisite degree of independence, the investment firm concerned shall adopt such alternative or additional measures and procedures as are necessary and appropriate for those purposes.

• (7) Disclosure to clients, pursuant to Regulation 74(2), shall -

• (a) be made in a durable medium, and

• (b) include sufficient detail, taking into account the nature of the client, to enable that client to make an informed decision with respect to the investment or ancillary service, in the context of which the conflict of interest arises.

• (8) Investment firms shall maintain and regularly update a record of the kinds of investment or ancillary service or investment activity carried out by or on behalf of the firm in which a conflict of interest entailing a material risk of damage to the interests of one or more clients has arisen or, in the case of an ongoing service or activity, may arise.

Conduct of business obligations when providing investment services to clients

76. (1) When providing investment services or, where appropriate, ancillary services to its clients, an investment firm shall -

• (a) act honestly, fairly and professionally in accordance with the best interests of its clients, and

• (b) comply with the principles set out in paragraphs (2) to (6) of this Regulation and in Regulation 98.

• (2) Without limiting its obligations under paragraph (1)(a), an investment firm shall ensure that -

• (a) all information, including but not limited to marketing communications, addressed by an investment firm to clients or potential clients are fair, clear and not misleading,

• (b) marketing communications are clearly identifiable as such, and

• (c) appropriate information is provided in a comprehensible form to clients or potential clients about -

• (i) the investment firm and its services,

• (ii) financial instruments and proposed investment strategies including but not limited to appropriate guidance on and warnings of the risks associated with investments in those instruments or in respect of particular investment strategies,

• (iii) execution venues, and

• (iv) costs and associated charges,

so that the clients or potential clients are reasonably able to understand the nature and risk of the investment service and of the specific type of financial instrument that is being offered and, consequently, to take investment decisions on an informed basis. Information to be given for the purposes of this paragraph may be provided in a standardised format.

• (3) When providing investment advice or portfolio management an investment firm shall obtain all of the information about -

• (a) the client's or potential client's knowledge and experience in the investment field relevant to the specific type of product or service offered to the client by the investment firm,

• (b) the client's financial situation, and

• (c) the client's investment objectives,

that is necessary for the firm to obtain so the firm is able to recommend to the client or potential client those investment services and financial instruments that are suitable for the client.

• (4) When providing investment services other than those referred to in paragraph (3), an investment firm shall -

• (a) ask the client or potential client to provide information regarding the client's knowledge and experience in the investment field relevant to the specific type of product or service offered or demanded, and

• (b) take that information into account in order to assess whether the investment service or product envisaged is appropriate for the client.

• (5) If the investment firm considers, on the basis of the information received under paragraph (4), that the investment service or product is not appropriate to the client or potential client,

• (a) the investment firm shall warn the client or potential client, and

• (b) the warning may, but need not, be provided in a standardised format.

• (6) Where the client or potential client -

• (a) does not provide the information referred to in paragraph (4), or

• (b) provides insufficient information regarding the client's or potential client's knowledge and experience,

the investment firm -

• (i) shall warn the client or potential client that not providing the information, or providing insufficient information, will not allow the firm to determine whether the service or product envisaged is appropriate for the client, and

• (ii) the warning may, but need not, be provided in a standardised format.

Provision of certain types of information by investment firms to clients

77. (1) Where, for the purposes of these Regulations, information is required to be provided in a durable medium, an investment firm may provide the information in a durable medium other than on paper only if -

• (a) the provision of that information in that medium is appropriate to the context in which the business between the firm and the client is, or is to be, carried on; and

• (b) the client to whom the information is to be provided -

• (i) is offered a choice between information on paper or in that other durable medium, and

• (ii) specifically chooses the provision of the information in that other medium.

• (2) Where, pursuant to these Regulations, an investment firm provides information to a client by means of a website and that information is not addressed personally to the client, the investment firm shall ensure that the following conditions are satisfied:

• (a) the provision of that information in that medium is appropriate to the context in which the business between the firm and the client is, or is to be, carried on;

• (b) the client specifically consents to the provision of that information in that form;

• (c) the client must be notified electronically of the address of the website and the place on the website where the information may be accessed;

• (d) the information must be up-to-date;

• (e) the information must be accessible continuously by means of that website for such period of time that the client may reasonably need to inspect it.

Certain conduct not regarded as in client's best interests

78. (1) An investment firms is not to be regarded as acting honestly, fairly and professionally in accordance with the best interests of a client if, in relation to the provision of an investment or ancillary service to the client, the firm pays or is paid any fee or commission, or provides or is provided with any non-monetary benefit, other than the following:

• (a) a fee, commission or non-monetary benefit paid or provided to or by the client or a person on behalf of the client;

• (b) a fee, commission or non-monetary benefit paid or provided to or by a third party or a person acting on behalf of a third party, where the following conditions are satisfied:

• (i) the existence, nature and amount of the fee, commission or benefit, or, where the amount cannot be ascertained, the method of calculating that amount, is clearly disclosed to the client, in a manner that is comprehensive, accurate and understandable prior to the provision of the relevant investment or ancillary service;

• (ii) the payment of the fee or commission, or the provision of the non-monetary benefit

• (I) is designed to enhance the quality of the relevant service to the client, and

• (II) does not impair compliance with the firm's duty to act in the best interests of the client;

• (c) proper fees which -

• (i) enable or are necessary for the provision of investment services, such as custody costs, settlement and exchange fees regulatory levies or legal fees, and

• (ii) by their nature, cannot give rise to conflicts with the firm's duties to act honestly, fairly and professionally in accordance with the best interests of its clients.

• (2) For the purposes of paragraph (1)(b)(i), an investment firm may disclose the essential terms of the arrangements relating to the fee, commission or non-monetary benefit in summary form, if the firm -

• (a) undertakes to disclose further details at the request of the client, and

• (b) honours that undertaking.

Bank may impose additional requirements in exceptional cases

79 (1) Subject to the prior approval of the Minister and to the European Commission having been notified in accordance with the Directive 2006/73/EC, the Bank may impose requirements additional to those in these Regulations, but only in exceptional cases where such requirements -

• (a) are objectively justified and proportionate,

• (b) address specific risks to investor protection or to market integrity that are not fully addressed by these Regulations, and

• (c) at least one of the following conditions is met:

• (i) the specific risks addressed by the requirements are of particular importance, in the circumstances, to the market structure of the State;

• (ii) the requirement addresses risks or issues that -

• (I) emerge or become evident after 1 November 2007, and

• (II) that are not otherwise regulated by other legal measures.

• (2) A requirement imposed under paragraph (1) shall not restrict or otherwise affect the rights of investment firms under Regulations 123 and 125.

• (3) Any requirements imposed by the Bank under section 52 of the Investment Intermediaries Act 1995 or under section 52 of the Stock Exchange Act 1995 which were in force immediately before 1 November 2007 continues to apply to investment firms as if those requirements were imposed by the Bank under this Regulation.

• (4) The restrictions under this Regulation do not apply in respect of the imposition by the Bank of specific conditions or requirements on a specific person in the exercise by the Bank of any of the Bank's powers under these Regulations.

Information for clients and potential clients

80. (1) An investment firm shall ensure that all information the firm -

• (a) addresses to retail clients, or

• (b) disseminates in such a way that the information is likely to be received by retail clients or potential retail clients, including marketing communications,

satisfies the conditions set out in paragraph (2).

• (2) The conditions referred to in paragraph (1) are that the information—

• (a) includes the name of the investment firm,

• (b) is accurate,

• (c) does not emphasise any potential benefits of an investment service or financial instrument without also giving a fair and prominent indication of any relevant risks,

• (d) is sufficient for, and is presented so that it is likely to be understood by,

• (i) the average member of the group to whom the information is directed, or

• (ii) the person likely to receive the information,

• (e) does not disguise, diminish or obscure important items, statements or warnings,

• (f) if it compares investment or ancillary services, financial instruments or persons providing investment or ancillary services, that -

• (i) the comparison is meaningful and presented in a fair and balanced way,

• (ii) the sources of the information used for the comparison are specified,

• (iii) the key facts and assumptions used to make the comparison are included,

• (g) if it contains an indication of past performance of a financial instrument, of a financial index or of an investment service,

• (i) the indication is not be the most prominent feature of the communication,

• (ii) the information includes appropriate performance information based on complete 12 month periods, for -

• (I) the immediately preceding 5 years,

• (I) if less than for the immediately preceding 5 years, the lesser period for which the financial instrument has been offered, the financial index established, or the investment service providedor such longer period as the firm may decide,

• (iii) the reference period and the source of information are both clearly stated,

• (iv) the information contains a prominent warning that the figures refer to the past and that past performance is not a reliable indicator of future results,

• (v) the indication, if it relies on figures denominated in a currency other than the euro, the currency is clearly stated, together with a warning that the return may increase or decrease as a result of currency fluctuations, and

• (vi) the indication, if based on gross performance, discloses the effect of any commissions, fees and other charges,

• (h) if it includes or refers to simulated past performance,

• (i) the information relates to a financial instrument or a financial index and

• (ii) the simulated past performance is based on the actual past performance of one or more financial instruments or financial indices which are the same as, or underlie, the financial instrument concerned,

• (iii) in respect of the actual past performance referred to in subparagraph (ii), the conditions set out in subparagraph (g)(i)to (iii), (v) and (vi) are complied with, and

• (iv) contains a prominent warning that the figures refer to simulated past performance and that past performance is not a reliable indicator of future performance;

• (i) if it contains an indication of and information on future performance,

• (i) the information is not based on and does not refer to simulated past performance,

• (ii) the information is based on reasonable assumptions supported by objective data,

• (iii) if the indication is based on gross performance, the effect of commissions, fees or other charges is disclosed, and

• (iv) it also contains a prominent warning that such forecasts are not a reliable indicator of future performance;

• (j) if it refers to a particular tax treatment, the information prominently states that the tax treatment depends on the individual circumstances of each client and may be subject to change in the future,

• (k) does not use the name of the Bank in a way that would indicate or suggest endorsement or approval by the Bank of the products or services of the investment firm.

Information for retail clients, professional clients and eligible counterparties

81. (1) An investment firm shall -

• (a) notify new clients and existing clients of their categorization, as retail clients, professional client or eligible counterparties,

• (b) inform clients in a durable medium about -

• (i) any right of the client to request a different categorization, and

• (ii) about any limitations as to the level of client protection that the different categorization would entail.

• (2) An investment firm, either on the firm's own initiative or at the request of the client concerned, may -

• (a) treat as a professional or retail client a client that might otherwise be classified as an eligible counterparty, or

• (b) treat as a retail client a client that is considered as a professional client pursuant to Schedule 2.

• (3) An investment firm, in good time before -

• (a) a retail client or potential retail client is bound by any agreement for the provision of investment services or ancillary services, or

• (b) the provision of those services,

whichever is the earlier, shall provide the client or potential client with the following information:

• (i) the terms of the agreement;

• (ii) the information required by Regulations 82 and 83 relating to the agreement or the investment or ancillary services.

• (4) An investment firm, shall provide to retail clients or potential retail clients the information referred to in Regulations 82 to 92, in good time before the provision to them of investment services or ancillary services.

• (5) An investment firm shall provide to professional clients the information referred to in Regulations 89 and 90 in good time before the provision to them of investment services or ancillary services.

• (6) The information referred to in paragraphs (3) to (5) shall be provided—

• (a) in a durable medium, or

• (b) in the case of information required under Regulations 77(1) and 82 to 92 by means of a website (where that does not constitute a durable medium), if the conditions specified in Regulation 77(2) are satisfied.

• (7) Notwithstanding paragraphs (3) and (4), investment firms may provide the information required under -

• (a) paragraph (3) to a retail client immediately after that client is bound by any agreement for the provision of investment services or ancillary services, and

• (b) paragraph (4) immediately after starting to provide the service,

in the following circumstances:

• (i) the firm was unable to comply with the time-limits specified in paragraphs (3) and (4) because, at the request of the client, the agreement was concluded using a means of distance communication which prevents the firm from providing the information in accordance with paragraph (3) or (4);

• (ii) in any case where Article 3(3) of Directive 2002/65/EC does not otherwise apply, the investment firm complies with the requirements of that Article in relation to the retail client or potential retail client, as if -

• (I) that client or potential client were a consumer, and

• (II) the investment firm were a supplier,

within the meaning of that Directive.

• (8) An investment firm shall -

• (a) notify a client in good time about any material change to the information provided under Regulations 82 to 92 which is relevant to a service that the firm is providing to that client, and

• (b) ensure that the notification is given in a durable medium if the information to which the notification relates is given in a durable medium.

• (9) An investment firm shall ensure that information contained in a marketing communication is consistent with any information the firm provides to clients in the course of carrying on investment and ancillary services.

• (10) Where a marketing communication of an investment firm contains an offer or invitation of the following nature and specifies the manner of response or includes a form by which any response may be made, the firm shall ensure that the communication includes such of the information referred to in Regulations 82 to 92 as is relevant to that offer or invitation:

• (a) an offer to enter into an agreement, in relation to a financial instrument, investment service or ancillary service, with;

• (b) an invitation to make an offer to enter into an agreement in relation to a financial instrument, investment service or ancillary service to,

any person who responds to the communication.

• (11) However, paragraph (10) does not apply if, in order to respond to the offer or invitation contained in the marketing communication, a potential retail client must refer to another document or documents, which, alone or in combination, contain that information.

Providing certain general information for clients

82. Investment firms shall provide retail clients or potential retail clients with the following general information, where relevant:

• (a) the name and address of the firm, and the contact details necessary to enable clients to communicate effectively with the firm;

• (b) the languages in which the client may communicate with the firm, and receive documents and other information from the firm;

• (c) the methods of communication to be used between the firm and the client including, where relevant, those for the sending and reception of orders;

• (d) a statement of the fact that the firm is authorised and the name and contact address of the competent authority that has authorised it;

• (e) where the investment firm is acting through a tied agent, a statement of this fact, specifying the Member State in which that agent is registered;

• (f) the nature, frequency and timing of the reports on the performance of the service to be provided by the investment firm to the client in accordance with Regulation 88;

• (g) if the firm holds client financial instruments or client funds, a summary description of the steps which the firm takes to ensure their protection including summary details of any relevant investor compensation or deposit guarantee scheme which applies to the firm by virtue of its activities in the State;

• (h) a description, which may be provided in summary form, of the conflicts of interest policy maintained by the firm in accordance with Regulations 74 and 75;

• (i) at any time that the client requests it, further details of that conflicts of interest policy in -

• (i) a durable medium, or

• (ii) by means of a website (where that does not constitute a durable medium), provided that the conditions specified in Regulation 77(2) are satisfied.

Portfolio management

83. (1) When providing the service of portfolio management, an investment firm shall establish an appropriate method of evaluation and comparison such as a meaningful benchmark, based on -

• (a) the investment objectives of the client, and

• (b) the types of financial instruments included in the client portfolio,

so as to enable the client for whom the service is provided to assess the firm's performance.

• (2) Where an investment firm proposes to provide portfolio management services to a retail client or potential retail client, the firm shall provide the client, in addition to the information required under paragraph (1), with such of the following information as is applicable:

• (a) information on the method and frequency of valuation of the financial instruments in the client portfolio;

• (b) details of any delegation of the discretionary management of all or part of the financial instruments or funds in the client portfolio;

• (c) a specification of any benchmark against which the performance of the client portfolio will be compared;

• (d) the types of financial instrument that may be included in the client portfolio and types of transaction that may be carried out in such instruments, including any limits;

• (e) the management objectives, the level of risk to be reflected in the manager's exercise of discretion, and any specific constraints on that discretion.

Information about nature and risks of financial instruments

84 (1) An investment firm shall provide clients or potential clients or potential clients with a general description of the nature and risks of financial instruments,

• (a) taking into account, in particular, the client's categorisation as either a retail client or a professional client, and

• (b) ensuring that the description explains -

• (i) the nature of the specific type of instrument concerned, and

• (ii) the risks particular to that specific type of instrument,

in sufficient detail to enable the client to make informed investment decisions.

• (2) The investment firm shall ensure that the description of risks includes, where relevant to the specific type of instrument concerned and the status and level of knowledge of the client, the following elements:

• (a) the risks associated with that type of financial instrument including an explanation of leverage and its effects and the risk of losing the entire investment;

• (b) the volatility of the price of such instruments and any limitations on the available market for such instruments;

• (c) the fact that an investor might assume, as a result of transactions in such instruments, financial commitments and other additional obligations, including contingent liabilities, additional to the cost of acquiring the instruments;

• (d) any margin requirements or similar obligations, applicable to instruments of that type.

• (3) The Bank may specify the precise terms, or the contents, of the description of risks required under this paragraph.

Information about financial instrument subject to public offering

85. If an investment firm provides a retail client or potential retail client with information about a financial instrument that is the subject of a current offer to the public and a prospectus has been published in connection with that offer in accordance with Directive 2003/71/EC, the firm shall inform the client or potential client if that prospectus is made available to the public.

Information about financial instrument subject to public offering

86. Where the risks associated with a financial instrument composed of 2 or more different financial instruments or services are likely to be greater than the risks associated with any of the components, an investment firm shall provide -

• (a) an adequate description of the components, and

• (b) the way in which the interaction of the financial instruments or services and the components increases the risks.

Information about financial instrument with guarantee by third party

87. Where a financial instrument incorporate a guarantee by a third party, an investment firm shall provide information about the guarantee that includes sufficient detail about the guarantor and the guarantee to enable the retail client or potential retail client to make a fair assessment of the guarantee.

Information about financial instrument belonging to retail clients

88 (1) Where an investment firms holds financial instruments or funds belonging to a retail client, or potential retail client, the firm shall provide them with such of the information specified in this Regulation and in Regulations 89 to 91 as is relevant.

• (2) Where the financial instruments or funds of that client may be held by a third party on behalf of the investment firm, the investment firm shall inform the retail client or potential retail client, of the responsibility of the firm, under the applicable national law, for -

• (a) any acts or omissions of the third party, and

• (b) the consequences for the client of the insolvency, if any, of the third party.

• (3) Where the financial instruments of a retail client or potential retail client may if permitted by national law, be held in an omnibus account by a third party, an investment firm shall -

• (a) inform the client of this fact, and

• (b) provide a prominent warning of the resulting risks.

• (4) Where it is not possible under national law for client financial instruments held with a third party to be separately identifiable from the proprietary financial instruments of that third party or of an investment firm, the firm shall -

• (a) inform the retail client or potential retail client, and

• (b) provide a prominent warning of the resulting risks.

Accounts subject to another jurisdiction

89. An investment firm shall -

• (a) inform the client or potential client if accounts that contain financial instruments or funds belonging to that client or potential client are or will be subject to the law of a jurisdiction other than the State, and

• (b) indicate that the rights of the client or potential client relating to those financial instruments or funds may differ accordingly.

Accounts subject to investment firm security interest

90. An investment firm shall inform the client -

• (a) about the existence and the terms of any security interest or lien which the firm has or may have over the client's financial instruments or funds,

• (b) about any right of set-off the firm holds in relation to the instruments or funds, and

• (c) if applicable, about the fact, if any, that a depository may have a security interest or lien over, or right of set-off in relation to those instruments or funds.

When investment firm enters into certain security financing transactions

91. An investment firm, before entering into securities financing transactions in relation to financial instruments -

• (a) held by the firm on behalf of a retail client, or

• (b) otherwise to use the financial instruments for its own account or for the account of another client,

shall, in good time before the use of those instruments provide the retail client, in a durable medium, with clear, full and accurate information on -

• (i) the obligations and responsibilities of the investment firm with respect to the use of those financial instruments,

• (ii) the terms for their restitution, and

• (iii) the risks involved.

Information on costs and charges

92. (1) An investment firm shall provide its retail clients and potential retail clients with information on costs and associated charges that includes the following:

• (a) the total price to be paid by the client in connection with the financial instrument or the investment service or ancillary service, including all related fees, commissions, charges and expenses, and all taxes payable via the investment firm or, if an exact price cannot be indicated, the basis for the calculation of the total price so that the client can verify it;

• (b) where any part of the total price referred to in point (a) is to be paid in or represents an amount of foreign currency, an indication of the currency involved and the applicable currency conversion rates and costs;

• (c) notice of the possibility that other costs, including taxes, related to transactions in connection with the financial instrument or the investment service may arise for the client that are not paid via the investment firm or imposed by it;

• (d) the arrangements for payment or other performance.

• (2) For the purposes of subparagraph (a), the commissions charged by the firm shall be itemised separately in every case.

Collective investment undertakings

93. In respect of units in a collective investment undertaking covered by Directive 85/611/EEC, a simplified prospectus complying with Article 28 of that Directive is regarded as appropriate information for the purposes of Regulation 76(2)(c)(ii) and (iv), with respect to the costs and associated charges related to the UCITS itself including the exit and entry commissions.

Assessment of suitability and appropriateness

94 (1) Investment firms shall obtain from clients or potential clients such information as is necessary for the firm -

• (a) to understand the essential facts about the client, and

• (b) to have a reasonable basis for believing, giving due consideration to the nature and extent of the service provided, that the specific transaction to be recommended, or entered into in the course of providing a portfolio management service, satisfies the following criteria:

• (i) it meets the investment objectives of the client in question;

• (ii) it is such that the client is able financially to bear any related investment risks consistent with the client's investment objectives;

• (iii) it is such that the client has the necessary experience and knowledge in order to understand the risks involved in the transaction or in the management of the client's portfolio.

• (2) Where an investment firm provides an investment service to a professional client, the firm is entitled to assume that, in relation to the products, transactions and services for which the client is so classified, the client has the necessary level of experience and knowledge, for the purposes of paragraph (1)(b)(iii), and

• (3) Where the investment service consists of the provision of investment advice to a professional client as defined in Schedule 2, the investment firm is entitled to assume for the purposes of paragraph (1)(b)(ii) that the client is able financially to bear any related investment risks consistent with the investment objectives of that client.

• (4) The information regarding the financial situation of the client or potential client shall include, where relevant, information on the source and extent of the client's—

• (a) regular income,

• (b) assets, including liquid assets, investments and real property, and

• (c) regular financial commitments.

• (5) The information regarding the investment objectives of the client or potential client includes, where relevant, information on the length of time for which the client wishes to hold the investment, the client's preferences regarding risk taking, the client's risk profile and the purposes of the investment.

• (6) Where, an investment firm, when providing the investment service of investment advice or portfolio management, does not obtain the information required under Regulation 76(3) and (4), the firm shall not recommend investment services or financial instruments to the client or potential client.

• (7) An investment firm, when assessing whether an investment service as referred to in Regulation 76(5) and (6) is appropriate for a client, shall determine whether that client has the necessary experience and knowledge in order to understand the risks involved in relation to the product or investment service offered or demanded.

• (8) For those purposes, an investment firm shall be entitled to assume that a professional client has the necessary experience and knowledge in order to understand the risks involved in relation to those particular investment services or transactions, or types of transaction or product, for which the client is classified as a professional client.

• (9) The information regarding a client's or potential client's knowledge and experience in the investment field shall include, to the extent appropriate to the nature of the client, the nature and extent of the service to be provided and the type of product or transaction envisaged, including their complexity and the risks involved, the following:

• (a) the types of service, transaction and financial instrument with which the client is familiar;

• (b) the nature, volume, frequency of the client's transactions in financial instruments and the period over which they have been carried out;

• (c) the level of education, profession or relevant former profession of the client or potential client.

• (10) An investment firm shall not encourage a client or potential client not to provide information required for the purposes of Regulation 76(3) to (6).

• (11) An investment firm shall be entitled to rely on the information provided by its clients or potential clients unless it is aware or ought to be aware that the information is manifestly out of date, inaccurate or incomplete.

• (12) An investment firm that provides an investment service other than investment advice to a new retail client for the first time after the date these Regulations come into operation shall enter with the client into a written basic agreement, in paper or another durable medium, setting out the essential rights and obligations of the firm and the client which may be incorporated by reference to other documents or legal texts.

Non-complex instruments

95. A financial instrument which is not specified in Regulation 99 shall be considered as non-complex if it satisfies the following criteria:

• (a) it does not fall within paragraph (c) of the definition of “transferable securities” in Regulation 3 or Part 3 of Schedule 1;

• (b) there are frequent opportunities to dispose of, redeem, or otherwise realise that instrument at prices that are -

• (i) publicly available to market participants, and

• (ii) either market prices or prices made available or validated, by valuation systems independent of the issuer;

• (c) it does not involve any actual or potential liability for the client that exceeds the cost of acquiring the instrument;

• (d) adequately comprehensive information on its characteristics is publicly available and is likely to be readily understood so as to enable the average retail client to make an informed judgment as to whether to enter into a transaction in that instrument.

Reporting to clients

96. (1) Where an investment firm has carried out an order, other than for portfolio management, on behalf of a client, the firm shall take the following action in respect of that order:

• (a) the firm must promptly provide the client, in a durable medium, with the essential information concerning the execution of that order;

• (b) in the case of a retail client, the firm must send the client a notice in a durable medium confirming execution of the order

• (i) as soon as possible and no later than the first business day following execution, or

• (ii) if the confirmation is received by the investment firm from a third party, no later than the first business day following receipt of the confirmation from the third party.

• (2) Paragraph (1)(b) does not apply if the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the retail client by another person.

• (3) Paragraphs (1)(a) and (b) do not apply if orders executed on behalf of clients relate to bonds funding mortgage loan agreements with the clients, in which case the report on the transaction shall be made together with the consolidated terms of the mortgage loan but no later than one month after the execution of the order.

• (4) In addition to the requirements under paragraph (1), an investment firm shall supply the client, on request, with information about the status of the client's order.

• (5) In the case of orders for a retail clients relating to units or shares in a collective investment undertaking which are executed periodically, an investment firm shall either -

• (a) take the action specified in paragraph (1)(b), or

• (b) provide the retail client, at least once every 6 months, with the information listed in paragraph (6) in respect of those transactions.

• (6) In the notice referred to in paragraph (1)(b) the investment firm shall include such of the following information as is applicable and, where relevant, in accordance with Table 1 of Annex I to Commission Regulation (EC) No 1287/2006 of 10 August 2006:

• (a) the reporting firm identification;

• (b) the name or other designation of the client;

• (c) the trading day;

• (d) the trading time;

• (e) the type of the order;

• (f) the venue identification;

• (g) the instrument identification;

• (h) the buy/sell indicator;

• (i) the nature of the order if other than buy/sell

• (j) the quantity;

• (k) the unit price;

• (l) the total consideration;

• (m) a total sum of the commissions and expenses charged and, where the retail client so requests, an itemised breakdown;

• (n) the client's responsibilities in relation to the settlement of the transaction, including the time limit for payment or delivery as well as the appropriate account details where these details and responsibilities have not previously been notified to the client;

• (o) if the client's counterparty was the investment firm itself or any person in the investment firm's group or another client of the investment firm the fact that this was the case unless the order was executed through a trading system that facilitates anonymous trading.

• (7) For the purposes of paragraph (6)(k), if an order is executed in tranches, the investment firm -

• (a) may supply the client with information about the price of each tranche or the average price, and

• (b) where the average price is provided, the firm shall supply the retail client with information about the price of each tranche upon request.

• (8) The investment firm may provide the client with the information referred to in paragraph (6) using standard codes if it also provides an explanation of the codes used.

• (9) An investment firm which provides the service of portfolio management to clients shall provide each of them with a periodic statement in a durable medium of the portfolio management activities carried out on behalf of that client, unless such a statement is provided by another person.

• (10) In the case of retail clients, the periodic statement shall include, where relevant, the following information:

• (a) the name of the investment firm;

• (b) the name or other designation of the retail client's account;

• (c) a statement of the contents and the valuation of the portfolio, including details of each financial instrument held, its market value, or fair value if market value is unavailable and the cash balance at the beginning and at the end of the reporting period, and the performance of the portfolio during the reporting period;

• (d) the total amount of fees and charges incurred during the reporting period, itemising at least total management fees and total costs associated with execution, and including, where relevant, a statement that a more detailed breakdown will be provided on request;

• (e) a comparison of performance during the period covered by the statement with the investment performance benchmark (if any) agreed between the investment firm and the client;

• (f) the total amount of dividends, interest and other payments received during the reporting period in relation to the client's portfolio;

• (g) information about other corporate actions giving rights in relation to financial instruments held in the portfolio;

• (h) for each transaction executed during the period, the information referred to in paragraph(6)(c) to (1) where relevant, unless the client elects to receive information about executed transactions on a transaction-by-transaction basis, in which case paragraph (14) applies.

• (11) In the case of retail clients, the periodic statement shall be provided once every 6 months, except in the following cases:

• (a) where the client so requests, the periodic statement must be provided every 3 months;

• (b) in cases where paragraph (6) applies, the periodic statement must be provided at least once every 12 months;

• (c) where the agreement between an investment firm and a retail client for a portfolio management service authorises a leveraged portfolio, the periodic statement must be provided at least once a month.

• (12) An investment firm shall inform the firm's retail clients that they have the right to make requests for the purposes of paragraph (11)(a).

• (13) However, the exception provided for in paragraph (11)(b) does not apply in the case of transactions in financial instruments covered by the definition of “transferable securities” in Regulation 3(1) or any of the points in Part 3 of Schedule 1.

• (14) An investment firm, in cases where the client elects to receive information about executed transactions on a transaction-by-transaction basis, shall provide promptly to the client, on the execution of a transaction by the portfolio manager, the essential information concerning that transaction in a durable medium.

• (15) Where the client concerned is a retail client, the investment firm must send the client a notice confirming the transaction and containing the information referred to in paragraph (6) no later than -

• (a) the first business day following that execution, or

• (b) if the confirmation is received by the investment firm from a third party, no later than the first business day following receipt of the confirmation from the third party

• (16) Paragraph (15) does not apply where the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the retail client by another person.

• (17) Where an investment firm -

• (a) provides portfolio management transactions for retail clients, or

• (b) operates retail client accounts that include an uncovered open position in a contingent liability transaction,

the firm shall report to the retail client any losses exceeding any predetermined threshold agreed between the firm and the client, no later than

• (i) the end of the business day in which the threshold is exceeded, or

• (ii) in a case where the threshold is exceeded on a non-business day, the close of the next business day.

• (18) An investment firm that holds client financial instruments or client funds shall at least once a year, send to each client for whom the firm holds financial instruments or funds, a statement in a durable medium of those financial instruments or funds unless such a statement has been provided in any other periodic statement.

• (19) Paragraph (18) does not apply to a credit institution authorised under Directive 2006/48/EC in respect of deposits within the meaning of that Directive held by that institution.

• (20) The statement referred to in paragraph (18) shall include the following information:

• (a) details of all the financial instruments or funds held by the investment firm for the client at the end of the period covered by the statement;

• (b) the extent to which any client financial instruments or client funds have been the subject of securities financing transactions;

• (c) the extent of any benefit that has accrued to the client by virtue of participation in any securities financing transactions, and the basis on which that benefit has accrued.

• (21) Where the portfolio of a client includes the proceeds of one or more unsettled transactions, the information referred to in paragraph (20)(a) may be based either on the trade date or the settlement date, provided that the same basis is applied consistently to all such information in the statement.

• (22) An investment firm which -

• (a) holds financial instruments or funds, and

• (b) carries out the service of portfolio management for a client,

may include the statement referred to in paragraph (18) in the periodic statement it provides to that client under paragraph (9).

Best execution

97 (1) In this Regulation, “execution venue” means -

• (a) a regulated market,

• (b) an MTF,

• (c) a systematic internaliser,

• (d) a market maker or other liquidity provider, or

• (e) an entity that performs a similar function in a third country to the functions performed by any of the foregoing.

• (2) When executing client orders, an investment firm shall take into account the following criteria for determining the relative importance of the factors referred to in Regulation 106:

• (a) the characteristics of the client including the categorisation of the client as retail or professional;

• (b) the characteristics of the client order;

• (c) the characteristics of financial instruments that are the subject of that order;

• (d) the characteristics of the execution venues to which that order can be directed.

• (3) An investment firm satisfies its obligation under Regulation 106(1) to take all reasonable steps to obtain the best possible result for a client to the extent that it executes -

• (a) an order, or

• (b) a specific aspect of the order

following specific instructions from a client relating to the order or the specific aspect of the order.

• (4) Where an investment firm executes an order on behalf of a retail client, the best possible result shall be determined in terms of the total consideration, representing -

• (a) the price of the financial instrument, and

• (b) the costs related to execution, including -

• (i) all expenses incurred by the client which are directly related to the execution of the order,

• (ii) execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order.

• (5) For the purposes of delivering best execution where there is more than one competing venue to execute an order for a financial instrument, in order to assess and compare the results for the client that would be achieved by executing the order on each of the execution venues listed in the firm's order execution policy that is capable of executing that order, the firm's own commissions and costs for executing the order on each of the eligible execution venues shall be taken into account in that assessment.

• (6) An investment firm shall not structure or charge the firm's commissions in any way that discriminates unfairly between execution venues.

Investment firm to act in clients’ best interests

98 (1) An investment firm, when providing the service of portfolio management, to comply with Regulation 76 shall act in accordance with the best interests of the firm's clients when placing, with other entities, execution orders that result from decisions by the firm to deal in financial instruments on behalf of the firm's client.

• (2) An investment firm, when providing the service of reception and transmission of orders, to comply with Regulation 76 shall act in accordance with the best interests of the firm's clients, when transmitting client orders to other entities for execution.

• (3) In order to comply with paragraphs (1) or (2), an investment firm shall do as follows:

• (a) take all reasonable steps to obtain the best possible result for the firm's clients, taking into account the factors referred to in Regulation 106 (1);

• (b) determine the relative importance of those factors by reference -

• (i) to the criteria set out in Regulation 97(2), and

• (ii) for retail clients, to the requirement under Regulations 97(4 and (5),

except to the extent that the firm may follows specific instructions from the client when placing an order with, or transmitting an order to, another entity for execution;

• (c) establish and implement a policy to enable the firm to comply with the obligation in subparagraphs (a) and (b), which policy -

• (i) identifies for each class of instruments, the entities with which the orders are placed or to which the investment firm transmits orders for execution, and

• (ii) requires that the entities have execution arrangements that enable the firm to comply with the obligations under paragraphs (1) and (2) and this Regulation when the firm places or transmits orders to the entities for execution;

• (d) provide appropriate information to the firm's clients about the policy established in accordance with subparagraph (c);

• (e) monitor on a regular basis the effectiveness of the policy established in accordance with subparagraph (c), in particular, in relation to the execution quality of the entities referred to in subparagraph (c);

• (f) where appropriate, correct any deficiencies with regard to that policy;

• (g) review that policy both annually and whenever a material change occurs that affects the firm's ability to obtain the best possible result for the firm's clients.

• (4) Paragraphs (1) to (3) do not apply when the investment firm that provides the service of portfolio management, reception and transmission of orders or both also executes the orders received or the decisions to deal on behalf of its client's portfolio.

• (5) An investment firm shall review -

• (a) the execution policy established under this Regulation and Regulation 106, and

• (b) the firm's order execution arrangements,

both annually and whenever a material change occurs that affects the firm's ability to continue to obtain the best possible result for the execution of its client orders, on a consistent basis, using the venues included in its execution policy.

• (6) An investment firm shall provide the firm's retail clients with the following information about the firm's execution policy in good time prior to the provision of services:

• (a) an account of the relative importance the investment firm assigns, in accordance with the criteria specified in Regulation 97(2), to the following:

• (i) the factors referred to in Regulation 106(1);

• (ii) the process by which the firm determines the relative importance of those factors;

• (b) a list of the execution venues on which the firm places significant reliance in meeting its obligation to take all reasonable steps to obtain on a consistent basis the best possible result for the execution of client orders;

• (c) a clear and prominent warning that any specific instructions from a client may prevent the firm from taking the steps that it has designed and implemented in its execution policy to obtain the best possible result for the execution of those orders in respect of the elements covered by those instructions.

• (7) An investment firm required under this Regulation to provided information shall provide the information in a durable medium, or by means of a website (where that does not constitute a durable medium) provided that the conditions specified in Regulation 77(2 are satisfied.

Conduct of business obligations in more limited circumstances

99. (1) When an investment firm provides to its clients investment services that consist only of -

• (a) the execution of client orders,

• (b) the reception and transmission of client orders, or

• (c) both,

with or without ancillary services, the firm may do so without the need to obtain the information referred to in Regulation 76(3) or to make the assessment provided for in Regulation 76(4) if all of the following conditions are met:

• (i) those services relate to shares -

• (I) admitted to trading on a regulated market or on an equivalent third country market,

• (II) money market instruments, bonds or other forms of securitised debt (excluding those bonds or securitised debt that embed a derivative), or

• (III) units in a UCITS and other non-complex financial instruments;

• (ii) those services are provided at the initiative of the client or potential client;

• (iii) the investment firm warns the client or potential client that -

• (I) in the provision of those services, the investment firm is not required to assess the suitability of the instrument or service provided or offered, and

• (II) therefore the client or potential client does not benefit from the corresponding protection of the relevant conduct of business rules,

by means of a warning that may, but need not, be provided in a standardised format;

• (iv) the investment firm complies with its obligations under Regulation 74 and 75.

• (2) For the purposes of paragraph (1)(i)(I),

• (a) a third country market shall be considered as equivalent to a regulated market if it complies with requirements equivalent to those established under Part 6, and

• (b) in a determination under subparagraph (a) reference may be had to a list of those markets that are to be considered as equivalent, as published by the European Commission from time to time.

Duty of investment firm to record rights and obligations

100. (1) An investment firm shall establish and maintain a record that includes the document or documents agreed between the firm and its clients that set out -

• (a) the rights and obligations of the firm and the firm's clients, and

• (b) the other terms on which the firm will provide services to its clients.

• (2) The rights and obligations referred to in paragraph (1) may be incorporated in the record referred to in that paragraph by reference to other documents.

Duty of investment firm to report to clients about transactions, services and costs

101. An investment firm shall -

• (a) provide to its clients adequate reports on the transactions and services provided to them, and

• (b) include in the reports, where applicable, the costs associated with the transactions and services.

Regulations 76 to 101 inapplicable to specific financial products otherwise regulated

102 Where an investment service is offered by an investment firm as part of a financial product which is already subject to -

• (a) other provisions of Community legislation, or

• (b) common European standards,

related to credit institutions and consumer credits with respect to risk assessment of clients information requirements or both, the investment service offered shall not be additionally subject to the obligations set out in Regulations 76 to 101.

Provision of services though the medium of another firm

103. (1) An investment firm which receives an instruction to perform investment or ancillary services on behalf of a client through the medium of another investment firm may rely on client information transmitted by the other firm.

• (2) The other investment firm remains responsible for the completeness and accuracy of the information transmitted.

• (3) An investment firm which receives an instruction on behalf of a client to perform investment or ancillary services, through the medium of another investment firm may rely on any recommendations in respect of the services or transaction that have been provided to the client by that other investment firm.

• (4) The investment firm which mediates the instructions remains responsible for the appropriateness for the client of the recommendations or advice provided.

• (5) An investment firm that receives client instructions or orders through the medium of another investment firm remains responsible for concluding the service or transaction in accordance with these Regulations.

Critical and important operational functions

104. (1) For the purposes of Regulation 105, an operational function shall be regarded as critical or important if a defect or failure in its performance would materially impair the continuing compliance of an investment firm with -

• (a) the conditions and obligations of the firm's authorisation,

• (b) the firm's other obligations under these Regulations,

• (c) the firm's financial performance, or

• (d) the soundness or the continuity of the firm's investment services and activities.

• (2) Without prejudice to the status of any other function, the following functions shall not be considered as critical or important for the purposes of paragraph (1):

• (a) the provision to the firm of advisory services, and other services which do not form part of the investment business of the firm, including the provision of legal advice to the firm, the training of personnel of the firm, billing services and the security of the firm's premises and personnel;

• (b) the purchase of standardised services, including market information services and the provision of price feeds.