Related provisions for IFPRU 3.1.2
Schedule to the Recognition Requirements Regulations, Paragraph 9A-9H3
1(1) |
[A UK RIE] operating a multilateral trading facility or an organised trading facility3 must also operate a regulated market3. |
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(2) |
An exchange5 operating a multilateral trading facility or an organised trading facility3 must comply with those requirements of- |
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(a) |
any provisions of the law of the United Kingdom relied on by the United Kingdom before IP completion day to implement Chapter 1 of Title II of the markets in financial instruments directive—5 3 |
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(i) |
as they have effect on IP completion day, in the case of rules made by the FCA under the Act; and5 |
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(ii) |
as amended from time to time, in all other cases;5 |
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(b) |
any EU regulation originally made under Chapter 1 of the markets in financial instruments directive which is retained direct EU legislation, or any subordinate legislation (within the meaning of the Interpretation Act 1978) made under those provisions on or after IP completion day;5 3 |
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which are applicable to a market operator35operating such a facility. |
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(3) |
The requirements of this paragraph do not apply for the purposes of section 292(3)(a) of the Act (requirements for overseas investment exchanges and overseas clearing houses). |
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(4)3 |
A [UK RIE] operating a multilateral trading facility or organised trading facility must provide the FCA with a detailed description of - |
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(a) |
the functioning of the multilateral trading facility or organised trading facility; |
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(b) |
any links to another trading venue owned by the same [UK RIE] or to a systematic internaliser owned by the same exchange; and |
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(c) |
a list of the facility’s members, participants and users. |
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[Note:MiFID ITS 19 prescribes the content and format of the description of the functioning of a MTF or OTF to be provided to the FCA]3 |
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(5)3 |
Any multilateral trading facility or an organised trading facility operated by the [UK RIE] must have at least three materially active members or users who each have the opportunity to interact with all the others in respect of price formation. |
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Paragraph 9B – Specific requirements for multilateral trading facilities: execution of orders3 |
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(1)3 |
A [UK RIE] must have non-discretionary rules for the execution of orders on a multilateral trading facility operated by it. |
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(2)3 |
A [UK RIE] must not on a multilateral trading facility operated by it - |
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(a) |
execute any client orders against its proprietary capital; or |
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(b) |
engage in matched principal trading. |
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Paragraph 9C – Specific requirements for multilateral trading facilities: access to a facility3 |
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The rules of the [UK RIE] about access to, or membership of, a multilateral trading facility regulated market operated by it must permit the [UK RIE] to give access to or admit to membership to (as the case may be) only -3 |
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(a) |
an investment firm which has permission under Part 4A of the Act to carry on a regulated activity which is an investment service or activity5; |
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(b) |
a qualifying credit institution that has Part 4A permission to carry on the regulated activity of accepting deposits.5 |
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(c) |
a person who – |
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(i) |
is of sufficient good repute; |
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(ii) |
has a sufficient level of trading ability, and competence and experience; |
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(iii) |
where applicable, has adequate organisational arrangements; and |
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(iv) |
has sufficient resources for the role it is to perform, taking account of the financial arrangements the [UK RIE] has established in order to guarantee the adequate settlement transactions. |
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Paragraph 9D – Specific requirements for multilateral trading facilities: disclosure3 |
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(1)3 |
The rules of the [UK RIE] must provide that where it, without obtaining the consent of the issuer, admits to trading on a multilateral trading facility operated by it a transferable security which has been admitted to trading on a regulated market, the [UK RIE] may not require the issuer of that security to demonstrate compliance with the disclosure obligations. |
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(2)3 |
The [UK RIE] must maintain arrangements to provide sufficient publicly available information (or satisfy itself that sufficient information is publicly available) to enable users of a multilateral trading facility operated by it to form investment judgements, taking into account both the nature of the users and the types of instruments traded. |
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(3)3 |
In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB. |
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Paragraph 9E – SME growth markets3 |
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(1)3 |
A [UK RIE] operating an SME growth market5 (an “exchange-operated SME growth market”) must comply with rules made by the FCA for the purposes of this paragraph as they have effect on IP completion day5. |
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[Note:REC 2.16A.1D]4 |
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(2)3 |
An exchange-operated SME growth market must not admit to trading a financial instrument which is already admitted to trading on another SME growth market unless the issuer of the instrument has been informed of the proposed admission to trading and has not objected. |
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(3)3 |
Where an exchange-operated SME growth market exchange admits a financial instrument to trading in the circumstances of paragraph (2), that exchange-operated SME growth market may not require the issuer of the financial instrument to demonstrate compliance with - |
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(a) |
any obligation relating to corporate governance, or |
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(b) |
the disclosure obligations. |
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(4)3 |
In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB. |
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Paragraph 9F – Specific requirements for organised trading facilities: execution of orders3 |
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(1)3 |
[A UK RIE] operating an organised trading facility must - |
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(a) |
execute orders on that facility on a discretionary basis in accordance with sub-paragraph (4); |
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(b) |
not execute any client orders on that facility against its proprietary capital or the proprietary capital of any entity that is part of the same group or legal person as the [UK RIE] unless in accordance with sub-paragraph (2); |
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(c) |
not operate a systematic internaliser within the same legal entity; |
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(d) |
ensure that the organised trading facility does not connect with a systematic internaliser in a way which enables orders in an organised trading facility and orders or quotes in a systematic internaliser to interact; and |
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(e) |
ensure that the organised trading facility does not connect with another organised trading facility in a way which enables orders in different organised trading facilities to interact. |
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(2)3 |
A [UK RIE] may only engage in - |
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(a) |
matched principal trading on an organised trading facility operated by it in respect of- |
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(i) |
bonds, |
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(ii) |
structured finance products, |
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(iii) |
emission allowances, |
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(iv) |
derivatives which have not been declared subject to the clearing obligation in accordance with Article 5 of the EMIR regulation, |
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where the client has consented to that; or |
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(b) |
dealing on own account on an organised trading facility operated by it, otherwise than in accordance with sub-paragraph (a), in respect of sovereign debt instruments for which there is not a liquid market. |
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(3)3 |
If the [UK RIE] engages in matched principal trading in accordance with sub-paragraph (2)(a) it must establish arrangements to ensure compliance with the definition of matched principal trading5. |
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(4)3 |
The discretion which the [UK RIE] must exercise in executing a client order may only be the discretion mentioned in sub-paragraph (5) or in sub-paragraph (6) or both. |
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(5)3 |
The first discretion is whether to place or retract an order on the organised trading facility. |
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(6)3 |
The second discretion is whether to match a specific client order with other orders available on the organised trading facility at a given time, provided the exercise of such discretion is in compliance with specific instructions received from the client and in accordance with the [UK RIE’s] obligations under—5 |
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(a) |
section 11.2A of the Conduct of Business sourcebook;5 |
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(b) |
Articles 64 to 66 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive;5 |
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(c) |
Commission Delegated Regulation (EU) 2017/575 of 8 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards concerning the data to be published by execution venues on the quality of execution of transactions; and5 |
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(d) |
Commission Delegated Regulation (EU) 2017/576 of 8 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for the annual publication by investment firms of information on the identity of execution venues and on the quality of execution.5 |
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(7)3 |
Where the organised trading facility crosses client orders the [UK RIE] may decide if, when and how much of two or more orders it wants to match within the system. |
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(8)3 |
Subject to the requirements of this paragraph, with regard to a system that arranges transactions in non-equities, the [UK RIE] may facilitate negotiation between clients so as to bring together two or more comparable potentially trading interests in a transaction. |
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(9)3 |
The [UK RIE] must comply with rules made by the FCA as they have effect on IP completion day5 as to how Articles 24, 25, 27 and 28 of the markets in financial instruments directive apply to its operation of an organised trading facility. |
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(10)3 |
Nothing in this paragraph prevents a [UK RIE] from engaging an investment firm to carry out market making on an independent basis on an organised trading facility operated by the [UK RIE]provided the investment firm does not have close links with the [UK RIE]. |
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(11)3 |
In this paragraph - “close links” has the meaning given in Article 2(1)(21) of the markets in financial instruments regulation;5 “investment firm” has the meaning given in Article 2(1A) of the markets in financial instruments regulation;5 “non-equities” means bonds, structured finance products, emissions allowances and derivatives traded on a trading venue to which Article 8(1) of the markets in financial instrument regulation applies. |
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Paragraph 9G – Specific requirements for organised trading facilities: disclosure3 |
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(1)3 |
The rules of the [UK RIE] must provide that where it, without obtaining the consent of the issuer, admits to trading on an organised trading facility operated by it a transferable security which has been admitted to trading on a regulated market, the [UK RIE] may not require the issuer of that security to demonstrate compliance with the disclosure obligations. |
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(2)3 |
The [UK RIE] must maintain arrangements to provide sufficient publicly available information (or satisfy itself that sufficient information is publicly available) to enable users of the organised trading facility operated by it to form investment judgements, taking into account both the nature of the users and the types of instruments traded. |
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(3)3 |
In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB. |
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Paragraph 9H – Specific requirements for organised trading facilities: FCA request for information3 |
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(1)3 |
A [UK RIE] must, when requested to do so, provide the FCA with a detailed explanation in respect of an organised trading facility operated by it, or such a facility it proposes to operate, of - |
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(a) |
why the organised trading facility does not correspond to and cannot operate as a multilateral trading facility, a regulated market or a systematic internaliser; |
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(b) |
how discretion will exercised in executing client orders, and in particular when an order to the organized trading facility may be retracted and when and how two or more client orders will be matched within the facility; and |
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(c) |
its use of matched principal trading. |
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(2)3 |
Any information required under sub-paragraph (1) must be provided to the FCA in the manner which it considers appropriate. |
1This table belongs to COBS 2.3.14 G.
Gifts, Hospitality and Promotional Competition Prizes |
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1 |
A retail investment product provider5 giving and a firm receiving gifts, hospitality and promotional competition prizes of a reasonable value. 5 |
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Promotion |
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2 |
A retail investment product provider5 assisting another firm to promote its retail investment products5 so that the quality of its service to clients is enhanced. Such assistance should not be of a kind or value that is likely to impair the recipient firm's ability to pay due regard to the interests of its clients, and to give advice on, and recommend, retail investment products5 available from the recipient firm's whole range or ranges. 555 |
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Joint marketing exercises |
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3 |
A retail investment product provider5 providing generic product literature (that is, letter heading, leaflets, forms and envelopes) that is suitable for use and distribution by or on behalf of another firm if: 5 |
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(a) |
the literature enhances the quality of the service to the client and is not primarily of promotional benefit to the retail investment product provider;5 and 5 |
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(b) |
the total costs (for example, packaging, posting, mailing lists) of distributing such literature to its client are borne by the recipient firm. |
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4 |
A retail investment product provider5 supplying another firm with 'freepost' envelopes, for forwarding such items as completed applications, medical reports or copy client agreements. 5 |
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5 |
A retail investment product provider5 supplying product specific literature (for example, key features documents, minimum information) to another firm if: 5 |
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(a) |
the literature does not contain the name of any other firm; or |
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(b) |
if the name of the recipient firm is included, the literature enhances the quality of the service to the client and is not primarily of promotional benefit to the recipient firm. |
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6 |
A retail investment product provider5 supplying draft articles, news items and financial promotions for publication in another firm's magazine, only if in each case any costs paid by the product provider for placing the articles and financial promotions are not more than market rate, and exclude distribution costs. 5 |
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Seminars and conferences |
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7 |
A retail investment product provider5 taking part in a seminar organised by another firm or a third party and paying toward the cost of the seminar, if: 5 |
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(a) |
its participation is for a genuine business purpose; and |
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(b) |
the contribution is reasonable and proportionate to its participation and by reference to the time and sessions at the seminar when its staff play an active role. |
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Technical services and information technology |
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8 |
A retail investment product provider5 supplying a 'freephone' link to which it is connected. 5 |
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9 |
A retail investment product provider5 supplying another firm with any of the following: 5 |
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(a) |
quotations and projections relating to its retail investment products5 and, in relation to specific investment transactions (or for the purpose of any scheme for review of past business), advice on the completion of forms or other documents; 5 |
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(b) |
access to data processing facilities, or access to data, that is related to the retail investment product provider’s5 business; 5 |
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(c) |
access to third party electronic dealing or quotation systems that are related to the retail investment product provider's5 business; and 5 |
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(d) |
software that gives information about the retail investment product provider's retail investment products5 or which is appropriate to its business (for example, for use in a scheme for review of past business or for producing projections or technical product information). 5 |
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10 |
A retail investment product provider5 paying cash amounts or giving other assistance to a firm not in the same immediate group for the development of software or other computer facilities necessary to operate software supplied by the retail investment product provider,5 but only to the extent that by doing so it will generate equivalent cost savings to itself or clients. 55 |
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11 |
A retail investment product provider5 supplying another firm with information about sources of mortgage finance. 5 |
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12 |
A retail investment product provider5 supplying another firm with generic technical information in writing, not necessarily related to the product provider's business, when this information states clearly and prominently that it is produced by the product provider or (if different) supplying firm. 5 |
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Training |
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13 |
A retail investment product provider5 providing another firm with training facilities of any kind (for example, lectures, venue, written material and software). 5 |
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Travel and accommodation expenses |
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14 |
A retail investment product provider5 reimbursing another firm's reasonable travel and accommodation expenses when the other firm: 5 |
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(a) |
participates in market research conducted by or for the retail investment product provider;5 5 |
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(b) |
attends an annual national event of a United Kingdom trade association, hosted or co-hosted by the retail investment product provider;5 5 |
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(c) |
participates in the retail investment product provider’s5 training facilities (see 13); 5 |
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(d) |
visits the retail investment product provider’s5United Kingdom office in order to: 5 |
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(i) |
receive information about the retail investment product provider's5 administrative systems; or 5 |
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(ii) |
attend a meeting with the retail investment product provider5 and an existing or prospective client of the receiving firm. 5 |