Wellesley Investments & Pensions Ltd.
Terms of Business
This Terms of Business document sets out the terms under which Wellesley Investments & Pensions Ltd. will provide investment, pensions and insurance services to you. It details the respective duties and responsibilities of both you and the firm in relation to such services. Please read it carefully. If you have any queries, please contact us immediately.
These Terms are governed by the laws of Ireland.
1. Our regulatory status
Wellesley Investments & Pensions Ltd. is authorised and regulated by the Central Bank of Ireland (the “Central Bank”) under the European Communities (Markets in Financial Instruments) Regulations 2017 and the European Communities (Insurance Mediation) Regulations, 2005. The Central Bank holds registers of regulated firms which can be viewed on their website, www.centralbank.ie.
Wellesley Investments & Pensions Ltd. is a limited company and has offices at the following location:
Four Michael Street, Limerick
Tel : 061 – 214214 Fax: 061 – 414172
Email: email@example.com Website: http://www.wellesley.ie
For the provision of certain products and services, including PRSAs, tracker bonds and life assurance policies, Wellesley Investments & Pensions Ltd. is subject to and complies with the Central Bank’s Consumer Protection Code which offers protection to consumers. This Code can be found on the Central Bank’s website: www.centralbank.ie.
None of the insurance undertakings, which have appointed Wellesley Investments & Pensions Ltd. to act as an intermediary, holds, directly or indirectly, more than 10% of the voting rights or capital of Wellesley Investments & Pensions Ltd. Similarly, Wellesley Investments & Pensions Ltd. does not hold, directly or indirectly, more than 10% of the voting rights or of the capital of these insurance undertakings.
2. Services Provided
The following services are provided by Wellesley Investments & Pensions Ltd.
2.1 Investment Advice
We will provide you with advice in relation to the following:
- Security selection
- Asset Allocation
- Portfolio Construction
- Personal Pensions
- Personal Retirement Savings Accounts (PRSAs)
- Executive Pensions
- Small Self-Administered Pension Schemes (SSAPs)
- Group Pensions
Wealth Management in Retirement
- Approved Retirement Funds (ARFs)
- Approved Minimum Retirement Funds (AMRFs)
Life Planning for Life Changes
- Life Cover
- Serious\Specified Illness Cover
- Mortgage Protection
- Disability Cover
- Corporate Protection
Full Financial Review
- Incorporating all of the above.
When advising on investment and insurance products, Wellesley conducts a fair analysis of the market, analysing a broad range of products from those product providers operating in the Irish market. We do not restrict the types of investments or markets on which we advise. We may recommend overseas investments which are denominated in currencies other than the euro.
We identify and assess the suitability of insurance, pension and investment products on offer to meet your needs and advise you accordingly. Where you instruct us to do so, we can receive and transmit orders in these products on your behalf to insurance companies and other product providers. You are not obliged to act on our advice. The decision to act on our advice remains with you.
Our focus is on providing non-conflicted advice and providing you with a tailor-made solution for your specific financial planning needs.
While we make every effort to assess the appropriateness of all products available to fulfil your needs, we wish to draw your attention to the fact that some product producers will not provide research data when requested. For this reason, it is possible that there may be an alternative product available on the market which would also be appropriate for you.
In addition, we wish to draw your attention to the fact that we cannot research all product providers potentially available to you within Ireland, Europe and all OECD countries. However, as part of our ongoing service to you, we routinely investigate and review products across a range of domestic and international providers.
While we endeavour to assess their financial strength, we do not guarantee or make representations with regard to, and expressly disclaim responsibility for the financial security of, the insurance companies and other product providers with which we place business.
- Pension & Corporate Governance
We provide consultancy and actuarial services to trustees and employers in relation to occupational pension schemes. We provide advice and consultancy services to companies, charities and other organisations in relation to the investment management of their funds.
2.2 Discretionary Portfolio Management Service
With its discretionary portfolio management service, Wellesley will have the authority to buy, sell or otherwise deal in investments in accordance with the mandate agreed with you and which is set out in the investment management agreement. Where you choose our discretionary service, you grant Wellesley Investments & Pensions Ltd. the authority to manage your investments, enter into transactions and take any other actions as outlined in the investment management agreement at our discretion without any obligation to first seek authorisation from you.
In managing your portfolio, Wellesley Investments & Pensions Ltd. will always act in your best interests and seek to obtain an investment return in line with your investment objectives and risk appetite. You will be provided with regular portfolio valuations and performance reports. It is important that you read these reports carefully and notify us of any queries as soon as possible.
2.3 Execution-Only Services
Where you decide to give us an instruction to buy or sell securities on your own initiative without any investment advice from Wellesley Investments & Pensions Ltd., we deem this to be an execution-only transaction. You should be aware that we will not assess the suitability or appropriateness for you of an execution-only transaction in non-complex financial instruments. You will not, therefore, benefit from the higher protection of the suitability provisions of the conduct of business rules. Non-complex financial instruments include listed equities, bonds and units in a UCITs fund.
Where you give us an execution-only instruction in relation to a complex financial instrument, we are required to assess the appropriateness of that investment for you. Specifically, we are required to consider any information you have provided us in relation to your knowledge and experience of investing. Where Wellesley Investments & Pensions Ltd. deems that the investment service or product is not appropriate for you, we are obliged to warn you of the risks involved before proceeding with the trade.
2.4 Financial Instruments and Providers
Wellesley Investments & Pensions Ltd. can provide you with investment advice, execution-only and discretionary portfolio management services in relation to the following financial instruments:
- Listed equities and other securities, where such securities are listed on regulated markets
- Bonds, loan notes, certificates of deposit, commercial paper and other debt securities including government, public agency, municipal and corporate issues
- Depositary receipts or shares relating to the above instruments
- Units in UCITs and AIF collective investment schemes
- Units in collective investment vehicles including investment trusts, unit trusts, mutual funds, ICAVs and hedge funds
- Options, futures, swaps and forward rate agreements
- Other derivative products including contracts for differences
- Sale and repurchase agreements
- Structured products including tracker bonds
- Private equity and alternative investments
- Insurance policies
Wellesley can provide advice in relation to investment products and insurance policies offered by the following providers:
- Aviva Life & Pensions Ireland
- BCP Asset Management Ltd.
- Cantor Fitzgerald Ireland
- Friends First Life Assurance Company Ltd.
- Irish Life Assurance plc.
- J & E Davy
- JP Morgan Asset Management
- KBC Bank Ireland Plc
- Merrion Stockbrokers
- New Ireland Assurance Company plc
- Permanent TSB
- Standard Life Assurance Ltd.
- Wealth Options Ltd.
- WH Ireland Ltd.
- Zurich Life Assurance plc
3 Assessment of Suitability
We are obliged to ensure the suitability for you of any products/services recommended or investment decisions made on your behalf. In order to do this, we will obtain information from you on your investment objectives, financial situation and investment experience in our Investor Profile document. We will rely on this information to ensure that any investment advice provided to you and/or decisions made in relation to your discretionary portfolio are suitable to your particular circumstances. It is your responsibility to provide full and accurate information in your Investor Profile. If you fail to provide us with sufficient information in your Investor Profile, we may decline to provide you with our services.
In the event that any of the information provided by you in your Investor Profile changes, e.g. there is a material change in your personal circumstances, you should advise Wellesley Investments & Pensions Ltd. in a timely manner.
We will provide you with an annual statement detailing how your investment portfolio is or is not suitable for you based on the information we have about your investment objectives, financial situation and investment experience. Where we determine that your investment portfolio may not be suitable, we will discuss this with you and make recommendations for changes to your portfolio, where necessary.
4 Classification of Clients
In accordance with our regulatory obligations under the MiFID Regulations, we will categorise you as a retail client and you will be treated as such in respect of all investment business we conduct with and for you. This categorisation provides you with the highest level of investor protection. Should you wish to be categorised as a professional client, Wellesley Investments & Pensions Ltd. will assess whether you meet the regulatory criteria to be classified as such. You should note, however, that being classified as a professional client results in a lower level of regulatory protection. Please be aware that Wellesley Investments & Pensions Ltd. reserves the right to decline any request for re-categorisation.
Where we are providing you with insurance services, we will treat you as a consumer as defined in the Consumer Protection Code where the client meets that definition in the Code.
- Risk Warnings
You should be aware that all investment involves some element of risk. Even low-risk investments carry a level of uncertainty. There is a trade-off between risk and return in that it is necessary to take on a higher level of risk if you wish to generate a higher return. The value of investments can fall as well as rise and past performance may not be a reliable guide to future performance. Your capital may be at risk resulting in you getting back less than the amount initially invested.
The information provided by you in the Investor Profile will help us to ensure that any investment recommendations we make for you reflect your risk appetite. When assessing risk, we do so at an aggregate portfolio level i.e. we take into account all the investments in your portfolio and the relationships between these investments to arrive at the overall level of risk on the portfolio.
Different asset classes can be subject to different risks. There are, however, some general risks that apply to all asset classes. These include, but are not limited to:
- Domestic and international economic and political conditions
- European and international monetary policy
- Currency fluctuations
- Liquidity i.e. the ability to buy/sell your investment at a particular time
More detailed information on the risks applicable to different asset classes is set out in our Risk Disclosure Statement.
You should not proceed with an investment unless you are satisfied that you understand the nature of the risks applicable to that investment. Where you have any queries, you should contact Wellesley Investments & Pensions Ltd. before authorising us to proceed with an investment.
- Data Protection
Wellesley takes its obligations under the Data Protection Acts very seriously and always seeks to ensure that we obtain and process personal data fairly and legitimately in line with the Data Protection Principles set out in the Acts.
We collect your personal data for the purposes of:
- providing you with the advice, investment and insurance services outlined to you in the letter of engagement and/or recommendation letter;
- prevention of money-laundering, financing of terrorism and otherwise complying with our legal and regulatory obligations including the Consumer Protection Code and the MiFID Regulations;
- any other purposes to which you have consented.
We process your personal data only for the purposes for which it was gathered and take all reasonable measures to ensure the accuracy and completeness of the data we retain. We take great care with the information provided; taking steps to keep it secure and to ensure that it is used only for legitimate purposes.
We may share your personal data, to the extent necessary, with:
- Anyone providing a service to us or acting as our agents, on the understanding that they will keep the information confidential;
- Regulatory bodies, law enforcement agencies and other public bodies to whom we are obliged by law to disclose the information;
- In the case of a joint account, the other account holder(s);
- Any other party to whom you have authorised us to disclose your personal data
Where we share your personal data with any of the above parties, we will only share the data that is necessary for them to perform the relevant services and we take measures to protect your data.
We will not transfer your personal data to countries outside the European Economic Area.
We are obliged to retain copies of client set up documentation and client transaction records for a period of six years from the end of the client relationship or the date of the transaction respectively. Other information will only be retained for as long as necessary for the purpose for which it was provided to us or in accordance with legal and regulatory obligations.
We will record telephone calls and retain records of these calls for a period of at least 5 years, as prescribed by regulation. We may use these recordings to verify your instructions, for quality control purposes and to meet regulatory requirements.
You have the right at any time to request a copy of any personal data within the meaning of the Data Protection Act 1988 (as amended) that our office holds about you. You also have the right to request that we correct and/or erase any of your data which we hold should you identify (i) data which we hold is inaccurate or out-of-date, or (ii) not required for the purpose of the services/products we provide you. If you wish to request any of the above, please contact the Compliance Manager, Wellesley Investments & Pensions Ltd, Four Michael Street, Limerick.
In order to keep our records up to date, we ask you to notify us as soon as possible of any changes to your details e.g. your address.
- Conflicts of Interest
When Wellesley Investments & Pensions Ltd. provides you with investment advice or deals on your behalf in a discretionary capacity, it is possible that we or some other person connected with us, may have an interest, relationship or arrangement that is relevant to that investment, transaction or service. All of our employees are, however, required to act independently and disregard any such interest, relationship or arrangement when providing investment advice and/or making investment decisions for you.
It is our policy to avoid conflicts of interest in providing you with our services. However, where a material conflict may arise, we will notify you as soon as is practicable after we become aware of it and seek your consent to proceed with our services.
We will at all times act honestly, fairly and with due care, skill and diligence in the best interests of our clients.
A copy of our Conflicts of Interest policy is available upon request.
- Costs & Charges
We are remunerated in one of two ways; either (i) by the product providers (with whom we hold an appointment) in the form of commission for business introduced or (ii) by fees charged to clients. Sometimes it can be a combination of both. There may be additional third party charges from time to time of which you will be advised in advance. You can choose to pay for our services entirely through fees.
Commission payable to Wellesley takes the form of either initial or renewal commission, or both. Initial commission is paid on purchase of the product while renewal commission is paid annually for the term of the product. The rate of commission payable to Wellesley varies by product provider. All commission payable to Wellesley by product providers will be disclosed to you in advance of purchasing a product.
Management fees are payable by clients to Wellesley where we provide the services of investment management and discretionary investment management. These fees will be agreed with you in advance and clearly disclosed on the letter of engagement. On an annual basis, Wellesley will provide you with a breakdown of all fees and charges on your investment account as well as the impact of these charges on your investment return. Where we recommend the services of another firm e.g. a stockbroker, we will disclose to you any fees/charges payable by you to this firm as well as the impact of these fees/charges on your return.
It is our policy to fully disclose charges and commissions. Details of these charges will be included in our recommendation reports or proposal letters, which you will receive before any application for a product\service is completed.
When we charge a fee for our services, it is based on either the time spent or the value of funds involved and may include a performance element. We will agree such a fee or fee structure in advance of commencing chargeable work and confirm it in writing in the form of a letter of engagement. Fees are due for payment within 30 days of the invoice date.
In the event that you terminate any contract giving rise to commission at an early stage in its operation, we may have to repay all or part of the commission to the product provider. We reserve the right to ask you to contribute to any such repayment.
As outlined above, Wellesley obtains commission from some service providers where you purchase and/or renew products on our recommendation with those providers. In all situations where Wellesley obtains commission, we clearly disclose to clients in advance the amount and level of commission payable. We do not accept commissions where to do so would restrict our ability to act in the best interests of our clients. We only recommend products/services to you where we believe that that product/service is suitable for you. Where we obtain commission as a result of recommending products or services to you, we provide you with the following services:
- Ongoing monitoring of the performance of the product/service;
- Regular valuations.
Where we are managing your funds on a discretionary basis, we do not accept any fees or commissions from any third parties.
A copy of the firm’s Inducements Policy is available on request.
- Best Execution
Wellesley does not execute trades on behalf of clients. We do transmit orders to stockbrokers on clients’ behalf where the client has opened an account with that stockbroker. Where we transmit orders to a stockbrokers, we monitor the execution of the trade by the stockbroker to assess whether the stockbroker has obtained best execution for you. By this we mean that we assess whether the stockbroker has obtained the best possible result for you when executing your trade i.e. taking into account price, costs, speed of execution and any other relevant consideration. Where you issue us with specific instructions in relation to the execution of your trade, Wellesley will be considered to have obtained best execution for you where we have complied with your instructions.
A copy of our Execution Policy is available on request.
- Complaints Procedure
If you would like to talk to us about how we could improve our service to you, or if you are unhappy with the service you are receiving, please let us know by telephoning our Managing Director, Denis Moloney, on 061 214214.
Formal complaints should be made in writing to the Compliance Manager, Wellesley Investments & Pensions Ltd., Four Michael Street, Limerick. We will acknowledge receipt of your complaint in writing within 5 working days.
A written update will be issued to you every 20 working days by a nominated individual within our company.
A comprehensive response to your complaint will be issued within 8 weeks of receipt of your initial complaint.
In the event of a failure to resolve your complaint to your satisfaction, you may raise the issue with:
Financial Services Ombudsman Bureau
Tel: 1 890 882090
- 12. Compensation Scheme
Wellesley Investments & Pensions Ltd is a member of the Investor Compensation Scheme established under the Investor Compensation Act 1998. The Act provides that compensation shall be paid to eligible investors (as defined in the Act) to the extent of 90% of an investor’s net loss or €20,000, whichever is the lesser.
We are also a member of the Irish Brokers Association Compensation Fund. Subject to the rules of the Fund, liabilities of members up to a maximum of €100,000 per client (or €250,000 in aggregate) may be discharged where the Investor Compensation Scheme has failed to adequately compensate any client of the member. We also have separate Professional Indemnity cover.
- Premium Handling
When receiving and transmitting orders we only accept payments in a form appropriate for onward transmission to product producers. We do not accept cash or negotiable instruments in any circumstances.
- Communicating with you
All communications with you will be in the English language.
We will act on instructions given by you or any person expressly nominated by you in writing. We can accept instructions in person, over the telephone, by email or in writing, which will not take effect until actually received by us. If we accept instructions over the telephone or by email, we may act on them before we receive confirmation, unless you specifically tell us not to.
We will keep you (or, if you want, the person you nominate) informed about transactions arranged for you.
To enable us to provide a proper service to you, there may be occasions when we will need to contact you without your express invitation. For example, it may be in your interest to buy a particular investment and we would wish to be able to inform you of that fact. We may, therefore, contact you in such circumstances. We would, however, do so only between 9 a.m. and 9 p.m. Monday to Saturday. We shall, of course, comply with any other restrictions you may wish to impose which you notify to us in writing.
- Your Investments
Where the firm instructs the purchase of investments on your behalf, these investments will be registered in your name and certificates, policy documents, endorsements, or other documents will be sent by us, to you or the person nominated by you in writing, without delay for safe keeping. Where we advise you to open a stockbroking account, your investments will be held in accordance with the safekeeping and custodial arrangements of that stockbroker.
Where a number of documents relating to a series of transactions are involved, the documents will normally be retained until the series of transactions is completed.
Projections provided by third parties on illustrations for investment policies or policies with an investment element do not constitute guarantees and the amount ultimately payable may be greater or less than illustrated.
Where we provide investment advice we aim to provide balanced advice suited to your needs and requirements. You should be aware that investments in shares, bonds, unit linked and other funds or on any market can go down as well as up.
- 16. Duty to Disclose Information
It is your responsibility to provide complete and accurate information to us. All information is treated confidentially. Complete and accurate information allows us to provide you with the best possible advice.
Information is passed to insurers when arranging an insurance policy on your behalf. Failure to disclose any material information to your insurers could invalidate your insurance cover and all or part of a claim may not be paid.
You agree to read any correspondence you receive from Wellesley Investments & Pensions Ltd. and to notify us within 10 days in the event that the meaning of any document or any part of any document is unclear.
- Failure to Pay or Default
Product providers may withdraw benefits or cover on default by you of any payments due under any products arranged for your benefit. Details of these provisions will be included in your policy terms and conditions. We will also exercise our legal right to receive any payments due to us for business services provided in the event of a default in payment.
- Money Laundering
Wellesley Investments & Pensions Ltd. will request information from clients which we deem necessary in pursuance of our obligations under the Criminal Justice (Money Laundering and Terrorist Financing) Act, 2010 and related guidance from the Central Bank. This may include, inter alia, copies of your driving licence or passport and proof of address.
- Period of this Document
These Terms of Business remain in force until terminated by either Wellesley Investments & Pensions Ltd. or the client giving immediate notice to the other in writing or until replaced by a later version.