POLICY FOR MANAGING CONFLICTS OF INTEREST

Transcription

1 ASSET MANAGEMENT POLICY FOR MANAGING CONFLICTS OF INTEREST FOR UCITS INTRODUCTION Edmond de Rothschild Asset Management Luxembourg, (hereinafter the «Management Company» or EdRAM), conducts its activities with the principle that it must fairly manage conflicts of interest between itself, the UCITS (Undertakings for Collective Investment in Transferable Securities) which it manages, and its clients, or between two of its clients, or between two of the UCITS it manages. Edmond de Rothschild Investment Advisors is a Luxembourg based Management Company and currently performs Collective Portfolio Management for UCITS, Investment Management for UCI s (Undertakings for Collective Investments) and also provides the services of Conducting Officers for self managed UCITS. In the normal course of its business, the Management Company is confronted with conflicts of interest. The policy of the Management Company is to take all reasonable measures to maintain and apply the necessary organisational steps so as to identify and manage conflicts of interest. The Board of Directors and the management of the Management Company ensure that the systems, controls and procedures which are in place permit it to identify and manage risk and, most notably, conflicts of interest. In accordance with the law of December 17th 2010 and the CSSF regulation number 10-4 from December 17th 2010, the Compliance Department is responsible for developing and implementing the policy and ah hoc procedures. Furthermore, the Compliance Department of the Management Company evaluates the risk of not being compliant with the provisions of the law of December 17th 2010 relating to UCI s and of those of the CSSF regulation number 10-4 from December 17th This department analyses any problems that are detected and, where appropriate, recommends corrective measures to the Board of Directors and the management of the Management Company. Within each activity, the Management Company has put in place specific procedures, which cover the identification and management of conflicts of interest. LEGAL BACKGROUND The law of December 17th 2010, article 109, paragraph (1) point b) With regard to the nature of the UCITS managed by it and in furtherance of the prudential rules it is required to observe at all times with regard to the activity of management of UCITS according to Directive 2009/65/EC, a management company shall be required: ( ) to be structured and organised in such a way as to minimise the risk of UCITS or clients' interests being prejudiced by conflicts of interest between the company and its clients, between two of its clients, between one of its clients and a UCITS or between two UCITS. EDMOND DE ROTHSCHILD 1/9

2 The law of December 17th 2010, article 111, point d) In the conduct of its business activities, a management company authorised under this Chapter shall, at all times, by virtue of rules of conduct: ( ) try to avoid conflicts of interest and, when they cannot be avoided, ensure that the UCITS it manages are fairly treated. CSSF Regulation 10-4, December 17th 2010 articles Article 18 Subject matter and scope This Chapter specifies the provisions which the management companies are required to take in order to comply with Article 109, paragraph (1), point b) and Article 111, point d) of the Law of 17 December 2010 concerning undertakings for collective investment. Article 19 - Criteria for the identification of conflicts of interest 1. For the purposes of identifying the types of conflicts of interest that arise in the course of providing services and activities and whose existence may damage the interests of a UCITS, management companies shall take into account, by way of minimum criteria, the question of whether the management company or a relevant person, or a person directly or indirectly linked to the management company by way of control, is in any of the following situations, whether as a result of providing collective portfolio management activities or otherwise: a) the management company or that person is likely to make a financial gain, or avoid a financial loss, at the expense of the UCITS; b) the management company or that person has an interest in the outcome of a service or an activity provided to the UCITS or another client or of a transaction carried out on behalf of the UCITS or another client, which is distinct from the UCITS' interest in that outcome; c) the management company or that person has a financial or other incentive to favour the interests of another client or group of clients over the interests of the UCITS; d) the management company or that person carries on the same activities for the UCITS and for another client or clients which are not UCITS; e) the management company or that person receives or will receive from a person other than the UCITS an inducement in relation to collective portfolio management activities provided to the UCITS, in the form of monies, goods or services, other than the standard commission or fee for that service. 2. Management companies, when identifying the types of conflicts of interest, shall take into account: a) the interests of the management company, including those deriving from its belonging to a group or from the performance of services and activities, the interests of the clients and the duty of the management company towards the UCITS; b) the interests of two or more managed UCITS. Article 20 - Conflicts of interest policy 1. Management companies shall establish, implement and maintain an effective conflicts of interest policy. That policy shall be set out in writing and shall be appropriate to the size and organisation of the management company and the nature, scale and complexity of its business. EDMOND DE ROTHSCHILD 2/9

3 2. Where the management company is a member of a group, the policy shall also take into account any circumstances of which the company is or should be aware which may give rise to a conflict of interest resulting from the structure and business activities of other members of the group. 3. The conflicts of interest policy established in accordance with paragraph (1) shall include the following: a) the identification, with reference to the collective portfolio management activities carried out by or on behalf of the management company, of the circumstances which constitute or may give rise to a conflict of interest entailing a material risk of damage to the interests of the UCITS or one or more other clients; b) procedures to be followed and measures to be adopted in order to manage such conflicts. Article 21 - Independence in conflict management 1. The procedures and measures provided for in Article 20, paragraph (2), point b) of this Regulation shall be designed to ensure that relevant persons engaged in different business activities involving a conflict of interest carry on those activities at a level of independence appropriate to the size and activities of the management company and of the group to which it belongs and to the materiality of the risk of damage to the interests of clients.. 2. The procedures to be followed and measures to be adopted in accordance with Article 20, paragraph (2), point b) of this Regulation shall include the following where necessary and appropriate for the management company to ensure the requisite degree of independence: a) effective procedures to prevent or control the exchange of information between relevant persons engaged in collective portfolio management 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 collective portfolio management activities on behalf of, or providing services to, clients or to investors whose interests may conflict, or who otherwise represent different interests that may conflict, including those of the management company; 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 collective portfolio management activities; e) measures to prevent or control the simultaneous or sequential involvement of a relevant person in separate collective portfolio management activities where such involvement may impair the proper management of conflicts of interest. Where the adoption or the practice of one or more of those measures and procedures does not ensure the requisite degree of independence, management companies shall adopt such alternative or additional measures and procedures as will be necessary and appropriate for those purposes. Article 22 - Management of activities giving rise to detrimental conflict of interest 3. Management companies shall keep and regularly update a record of the types of collective portfolio management activities undertaken by or on behalf of the management company in which a conflict of interest entailing a material risk of damage to the interests of one or more UCITS or other clients has arisen or, in the case of an on-going collective portfolio management activity, may arise. EDMOND DE ROTHSCHILD 3/9

4 4. Where the organisational or administrative arrangements made by the management company for the management of conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of UCITS or of its unitholders will be prevented, the senior management or other competent internal body of the management company is promptly informed in order for them to take any necessary decision to ensure that in any case the management company acts in the best interests of the UCITS and of its unitholders. 5. The management company shall report situations referred to in paragraph (2) to investors by any appropriate durable medium and give reasons for its decision. OBJECTIVE The Management Company is required to take all the steps necessary to identify conflicts of interest that arise, or which may arise, and which carry a significant risk to the interests of the UCITS and to one of several other clients. This policy specifies the procedures to be followed in order to identify such conflicts and the measures to be taken to manage them. This policy should take into consideration: The size and organisation of the Management Company and the UCITS, The nature, scale and complexity of its activities, The degree of risk to the interests of its clients. DEFINITIONS CONFLICT OF INTEREST This policy relates to conflicts of interest which have a significant risk to the interests of its clients and the UCITS which it manages. Conflicts of interest which may arise between:- The Management Company and its clients, Two of its clients, One of its clients and a UCITS, Two UCITS. Examples of conflicts of interest are enclosed in section 8 of this policy, so as to demonstrate the numerous conflicts which may arise when offering regulated financial services. CLIENTS Under the scope of this policy, the definition of client includes:- Existing clients of the Management Company, Potential clients or prospects, Former clients for which there are still on-going obligations. EDMOND DE ROTHSCHILD 4/9

5 REGULATED ACTIVITIES Under the scope of this policy, the definition of regulated activity includes the services of Collective Portfolio Management as indicated in Annex II of the law of December 17th 2010: Portfolio Management, Administration : legal and fund management accounting services, customer inquiries, valuation of the portfolio and pricing of the units (including tax returns), regulatory compliance monitoring, maintenance of unitholder register, distribution of income, unit issues and repurchase, contract settlements and record keeping, Marketing. RELEVANT PERSONS Under the scope of this policy, a relevant person means any of the following: A director, a conducting officer, an associate or partner or manager of the Management Company, A director, a conducting officer, an associate or partner or manager of the UCITS, All employees linked to the Management Company or the UCITS (as well as any physical person under their supervision), who contribute to the provision of investment management services and investment management activities. SCOPE This policy applies to all activities and services and to all employees. It also applies to «relevant persons». RELATIONSHIPS WITH PROVIDERS The concept of «relationship with providers» means a relationship which the Management Company has with a service provider, including suppliers for services which have been outsourced. RULES AND REGULATIONS Generally, the legislator and the regulator have issued rules and guidelines relating to conflicts of interest. The policy of the Management Company is to adhere to these rules. This policy outlines the minimum standard applicable to the Management Company in order to comply with its obligations. When identifying and managing conflicts of interest, this policy does not replace the obligation of the Management Company to adhere to additional local regulations. DETECTION OF CONFLICTS OF INTEREST In order to identify conflicts of interest which may occur in the course of the delivery of services, the Management Company takes into consideration the possibility that:- The Management Company, A «relevant person» or A person directly, or indirectly linked to the Management Company by a control relationship finds itself in any one of the following situations, that this situation arises from the collective portfolio management or other EDMOND DE ROTHSCHILD 5/9

6 The Management Company or the person is likely to make a financial gain or avoid a financial loss at a cost to the UCITS; The Management Company or the person has an interest in the outcome of a service provided to the UCITS or to another client or an activity carried out for their benefit, or a transaction executed for the UCITS or another client, where the outcome is not in the best interest of the UCITS; The Management Company, or the person is encouraged, for financially motivated or other reasons, to give preference to the interests of another client, or another group of clients over those of the UCITS; The Management Company or the person exercises the same activities for the UCITS as it does for one or more clients that are not UCITS; The Management Company or the person receives, or will receive from a person other than the UCITS, benefits in the form of cash, goods or services, other than the commission or fees which are invoiced for the service. GUIDELINES The Management Company, on detecting a conflict of interest, takes into consideration: The interests of the Management Company, including those of the Group to which it belongs or of the services offered, or the carrying out of activities, the interests of the clients and the obligations of the Management Company to the UCITS; The interests of two or more UCITS which it manages. EXAMPLES OF POTENTIAL CONFLICTS OF INTEREST Conflicts of interest can arise in several instances, for example: Dual functions (conducting officer of the Management Company and Member of the Board of Directors of the UCITS), The delegation of functions by the UCITS to a shareholder of the Management Company, The selection of the shareholder of the Management Company as a counterparty to transactions of the UCITS. Below are examples of what are considered to be typical conflicts of interest (non-exhaustive list) in the context of investment management services. The Management Company executes orders on behalf of some UCITS whereby it already has information from another source of possible future transactions on the same security on another client or UCITS account The Management Company, acting as Investment Manager, can buy or sell products issued by other entities of the Edmond de Rothschild Group for the account of the UCITS it manages. The Management Company, or a relevant person, could receive incentives (either financial or otherwise) which could influence its decisions and lead to a conflict of interest with the UCITS and its clients. The Management Company, acting as Investment Manager of several UCITS, could inappropriately allocate certain orders between its UCITS. EDMOND DE ROTHSCHILD 6/9

7 POLICY It is EdRAM s policy to manage promptly and fairly the conflicts of interests that that are identified. The procedures of the Management Company cover the following aspects: a) Efficient procedures with a view to foreseeing and controlling the exchange of information between relevant persons involved in the activities of collective portfolio management for which there may be a risk of a conflict of interest, where the exchange of this information, may impact the interests of one or more clients. The Management Company maintains a register of activity on its own account or on the account of its clients or the UCITS which it manages. This register contains a list of the types of conflicts of interest that are likely to impact one or more clients or UCITS, and indicates the measures that have been put in place to manage these conflicts. The Management Company operates on a need to know basis. Access to confidential information is restricted to those who have a genuine requirement to have access, while at the same time protecting the interests of the clients. Procedures, and specific access rights, exist for each department with a view to controlling the information flows between departments where conflicts of interest may potentially arise. In order to manage conflicts of interest, the Management Company has put in place chinese walls. These restrictions are in place so as to restrict the flow of information between the different areas of the Management Company. They allow the Management Company, and other relevant persons, to conduct their activities without being unduly influenced by other information held within the Management Company. b) Separate monitoring of relevant persons whose principle functions are that of collective portfolio management for client accounts or for investors, or providing services, when the interests of these clients or investors could come into conflict, or when these clients represent different interests, including those of the Management Company, which could come into conflict : The different departments of the Management Company operate independently of each other; each activity is under the direct control of the Management. The Management Company is subject to an annual external audit, and regular internal audits. Each employee has direct access to the management of the Company and should report to management every instance which could pose the risk of a conflict of interest. If necessary, a relevant person may be excluded from a specific transaction or for the management of a potential conflict. c) Removal of any direct link between the remuneration of those people performing a specific activity and the remuneration of other people performing another specific activity, or the revenues generated by these other people where a conflict of interest is likely to arise in relation to these activities: The remuneration policy of the employees of the Management Company takes into consideration section 12 of the CSSF circular 10/497. This remuneration policy takes into account that these people only have a minor material impact to the risk profile of the entity as outlined in CSSF circular 11/05, point 15. EDMOND DE ROTHSCHILD 7/9

8 d) Measures to prevent or limit any one person exercising an undue influence on the way in which a person performs their collective portfolio management function : All significant decisions relating to collective portfolio management require approval of the management of the Management Company. These decisions are taken collectively during the Management team meetings. The commitment of the Management Company will always require the signature of a member of the Management team or Board of Directors. e) Measures to prevent or to control the involvement of one person, either simultaneously or consecutively in several activities separate to that of collective portfolio management, where such an involvement may possibly harm the effective management of conflicts of interests Where possible, with regards to the size of the company, and the nature of its business, the responsibilities of each employee are limited to only one activity. Where an employee is in charge of several activities, they are shared in such a way so as to avoid or restrict the risk of a conflict of interest. The positions of administrators and directors are limited to members of the management team. Furthermore, the following procedures are in place: Information which can be used for identifying and managing conflicts is promptly documented and kept accordingly; Information on the activities of the Management Company, where conflicts of interest arose is maintained; The relevance of the processes and controls which are in place are regularly reviewed. f) Disclosure of conflicts of interest and client consent Where the organisational and administrative steps taken by the Management Company to manage conflicts of interest are not sufficient to guarantee, with reasonable certainty, that any risk to the interests of the UCITS or its shareholders can be avoided, the management of the Management Company must be informed immediately. The management will take all the necessary steps to ensure that the Management Company reacts with the best interests of the UCITS and its shareholders. If the conflict of interest continues, the Management Company will inform its investors accordingly, and advise them of the reasons for taking any such decision / SKE EDMOND DE ROTHSCHILD 8/9

9 EDMOND DE ROTHSCHILD ASSET MANAGMENT (LUXEMBOURG) 20, boulevard Emmanuel Servais L 2535 Luxembourg Grand-Duché de Luxembourg T F EDMOND DE ROTHSCHILD 9/9