Old Mutual Global Investors Order Execution Policy Old Mutual Global Investors (UK) Limited ( OMGI ) manages undertakings for collective investment in transferable securities ( UCITS ) including those with investment advisory services delegated to OMGI from Old Mutual Fund Managers ( OMFM ) and Old Mutual Investment Management Limited ( OMIML ). OMGI is also responsible for the portfolio management of all the non-ucits alternative investment funds ( AIFs ) has been delegated to OMGI by OMIML which is the alternative investment fund manager of the AIFs (the AIFM ). In this Policy the AIFs and UCITS together with the investors in such AIFs and UCITS and other customers of OMGI are referred to individually as Client or together as Clients. In instances where investment advisory services have been appointed to external managers, the order execution obligations will be laid out within the relevant Investment Advisory Agreement. Part 1 Introduction and Regulatory Requirements a) Regulatory Sources The regulatory requirements governing dealing and managing require that a firm must take all reasonable steps to obtain, when executing orders, the best possible result for its clients taking into account the execution factors. b) Order Execution OMGI is required to act in the best interest of its clients and in the case of OMIML as AIFM the best interests of the investors in the AIFs managed by it when executing decisions to deal on behalf of its clients. OMGI must establish and implement effective arrangements for complying with this obligation. In particular, it must establish and implement an order execution policy. Execution factors include price, cost, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of an order. OMGI takes these factors into account in determining whether the firm and its execution venues deliver best execution. Within this context OMGI views best execution holistically, taking account of both quantitative and qualitative factors. The importance of the execution factors are determined by reference to the following characteristics:- a) the objectives, investment policy and risks specific to the fund or other characteristics of the client; b) the client order; c) the financial instruments subject of that order; d) the execution venues to which that order can be directed. The Order Execution Policy must either (a) determine the relative importance of the execution factors or (b) establish a process by which the firm will determine the relative importance of these. Ordinarily price merits a high relative importance, but in some circumstances other execution factors may be more important. OMGI aims to select execution venues that enable it to obtain the best possible result for the execution of client orders on a consistent basis. The OMGI Order Execution Policy refers to the different execution venues selected to execute client orders and the various considerations which may contribute to selecting one execution venue other another.
OMGI will only transact client orders with counterparties which are regulated, either by the Financial Conduct Authority (FCA) or by the counterparty s home state regulator and have been approved internally via the OMGI counterparty approval process, details of which are outlined later in this document. The overriding consideration when selecting execution venues to transact client orders is that the venue concerned has adequate systems and controls in place to enable the delivery of best execution. c) Responsibilities and Execution Criteria The responsibility for day-to-day fulfilment of best execution lies with the executor of the trade. All asset classes follow the general best execution policy but have in addition tailored order execution procedures based on the market characteristics of the subject asset class. d) Monitoring OMGI on a regular basis:- a) monitors the effectiveness of its order execution arrangements and policy, and in particular the execution quality of the entities identified; and b) assess the execution venues to satisfy itself that these are providing the best possible result for the client. OMGI s order execution policy is reviewed at least annually and also whenever there is a material change to the business that affects the firm s ability to obtain the best possible results for its clients. e) Collective Investment Schemes Disclosure Code OMGI notes that the depository (of the Old Mutual UK domiciled UCITS and AIFs) will, as the investors representative, representing the interests of retail investors, wish to satisfy itself that the information which OMGI supplies, meets the requirements of the Collective Investment Schemes (CIS) Disclosure Code. The Investment Management Association and the depository and Trustee Association and the Depository and Trustee Association jointly published this code in June 2008. f) Allocation of Orders In addition to the requirements in respect of best execution, OMGI also maintains procedures and arrangements which provide for prompt, fair and expeditious execution of client orders. OMGI s internal order management system allows client orders to be promptly and accurately recorded and allocated with full audit trails of client orders being maintained indefinitely. All client orders are pre-allocated by the relevant portfolio manager within the firm s order management system prior to being sent to the dealing desk. In instances where orders are partially filled, such fills are automatically allocated pro-rata by the order management system. Trade reallocations are only permitted in line with the OMGI Reallocation Policy Part 2 - Dealing Venues OMGI employs experienced dealers who are physically positioned within close proximity of the fund managers in order to maximise communication and enhance trading efficiency. This specific arrangement encourages timely and value-added dealing discussions, with the aim of enhancing order executions. It is vitally important when executing a trade that the dealers have access to several pools of liquidity to ensure that the execution is transacted on the best possible terms. Dealers understand that the total cost of an execution includes both implicit and explicit costs. Although commission is an important component of that cost, market impact can be much greater. Accessing natural liquidity and therefore reducing market impact is critical. The inability to access liquidity can carry 2
a serious opportunity cost with the dealers calling on their experience to decide the optimum trading venue after taking all relevant factors into consideration. Dealers have a choice of several execution venues and methods in order to assist in the provision of best execution. These include: Brokers acting on an agency basis This is the traditional model whereby a trade is facilitated through the use of a broker s access to all order books in a given security (this has become vitally important due to the proliferation in alternative dealing venues post MiFID). Such brokers will also have other client flow that can be crossed with our business. OMGI dealers will also have well rounded and developed relationships with sales traders such that both parties are aware of what is important to each other. For example, if sales traders know that OMGI has been active in certain sectors or stocks, they can relay market information and order flow on that sector even if there are no outstanding trades with them. Brokers acting on a principal basis using their own capital to facilitate orders Where the situation merits it (for example a time critical trade), dealers may ask counterparties to put up capital to facilitate a trade known as a principal trade. With large, liquid equities, most counterparties would make the current price, if not better. In less liquid securities, there may be a price premium charged for the market risk inherent in such executions. Risk prices may be given for the entire trade or to assist in the initial trading of a larger position. Dealers will always look to source natural business first when considering active equity flow. Fixed income and foreign exchange transactions tend to be executed on a principal basis with zero commission. Counterparties are remunerated via the bid-offer spread with the dealers verifying that such spreads are not excessive. Dealers will typically look to source three quotes per trade. Program trading The use of program trading is both an operationally and cost efficient method to execute a large list of securities under one instruction. It is particularly useful for dealing with client cash flows and asset allocation changes. Where such trades are executed on an agency basis, the commission rate tends to be very low but it is paramount that the broker selected is able to control the market impact that the trade may generate. A full pre- and post-trade analysis will be completed to assess the trade against its benchmark. If a principal program trade is entered into, it is always advisable to obtain several quotes prior to selecting a counterparty in order to assist best execution. This is achieved by using pre-trade analytics tools. The choice between agency and principal trading should be a decision taken between the investment desk and the dealers, taking into account all factors including the pre-trade analytics. Any principal commission charged then needs to be compared to the anticipated market impact. Trading platforms including crossing networks / dark pools As well as utilising the more traditional execution venues, OMGI also has access to alternative dealing platforms such as crossing networks, dark pools, DMA (direct market access) and algorithmic trading facilities. Such tools are provided by market participants (but also may be internally built) but can be accessed directly by the dealers at a minimal commission. Crossing networks and dark pools typically allow trades to be executed at mid-price coupled with an associated reduction in market impact. DMA and algorithmic trading give dealers direct access to liquidity both on and off any order book, so that trades can be worked in-house as opposed to via a broker. All of the above give dealers greater control over an order, but the opportunity cost of incomplete orders needs to be considered as liquidity cannot be guaranteed. Internal crossing between funds 3
Internal crossing of stock works in a similar way as external crossing networks. Should there be an opportunity to cross stock between Funds, then a mutually agreed price will be arrived at (almost normally mid-price or benchmark) and the stock crossed formally in the market. A list of execution venues available to OMGI is outlined within Appendix One of this document. Part 3 - Dealing Considerations and Methods OMGI takes account of the following consideration and processes when selecting an execution venue. Competitive pricing engines With regards to foreign exchange and fixed income trades, dealers have access to competitive pricing products that provide several simultaneous live quotes. Such tools give immediacy to execution together with comparable quotes. Examples include Bloomberg FX-All and TSOX. Indications of interest/market share data Although not an execution venue, it is important to have access to information stating where market participants have done or are trying to do business. Indications of interest can be viewed via Bloomberg or similar applications. Such tools can assist dealers in sourcing natural liquidity and reducing the overall cost of a trade. The venues outlined assist in providing the opportunity to achieve the best possible outcome when executing client orders. It should be noted that no one dealing venue is superior to another as each has its own advantages. The Compliance function will conduct a series of monthly dealing tests to ensure that transactions have been carried out in accordance with COBS 11. On a daily basis, the dealers and investment desks will discuss the trading flow and prices obtained. In addition, a formal monthly dealing review is held with each Investment Desk. Counterparty approval process Only counterparties on the OMGI approved list may be used for a transaction. Before a potential counterparty can be used, full due diligence is completed. This is initiated with dealing desk completing a form officially asking for the process of setting up a new counterparty to begin. This is followed by approval on several criteria including: Terms of business / Legal risk; Compliance risk; Financial risk; and Operational risk Once this process has been completed and all risks investigated, the final approval is given by the OMGI Counterparty Risk Committee. The counterparty is then added to the approved list and set up as an approved broker within the order management system. Associate companies Transacting with associates of Old Mutual is not forbidden but such counterparties must be subject to the same parameters as all others. Variation in rates of commission Commission rates paid across the fund range are dependent on several factors including: Asset class; Execution venue; Individual markets; and Transaction type 4
Fixed income and foreign exchange transactions tend to be executed on a principal basis with zero commission. Counterparties are remunerated via the bid-offer spread with the dealers ensuring such spreads are not excessive. Equity trades are typically executed with in a range of commission rates, with the level dependent on the market concerned and the associated market costs. Futures contracts are traded and cleared using a flat charge per contract. Derivatives Specific funds are able to use derivatives for various reasons including: Hedging existing portfolios; Investment purposes; Facilitation of asset allocation changes; and Hedging expected cash flows. The exact scope will be clearly identified in the fund s specification with Compliance and line management conducting monitoring programmes to ensure any derivative use is justified for the purpose it was taken out on. Such programmes may monitor: Efficient portfolio management (EPM) and associated rules; and Exposure measurement in absolute and relative terms to the overall fund size. OMGI also utilises the skill and experience of a Performance and Risk Team to provide further analysis of derivative use on a day to day basis. Access to and allocation of IPO s and underwriting All subscriptions for IPOs and underwritings are placed on the order management system as per any other trade and processed in the same way, thus ensuring compliance to all relevant rules including that of fair allocation. This is on a pro-rata basis for orders not fully filled and is calculated by our order management system. Compliance run monitoring programmes to ensure adherence to rules and regulations and to ensure the application is permitted under specific fund rules. Placing of deposits OMGI has a sound policy to ensure client funds obtain best execution, coupled with controlled counterparty exposure. Monies may only be placed with counterparties on our approved list, comprising of high quality institutions. There are exposure limits placed on such counterparties at both the individual and aggregate fund levels, which are defined through the use of formal credit ratings provided by Moody s. Dealers have access to a range of counterparties to ensure the best rate available given any individual deposit characteristics. Any associate companies are subject to Compliance monitoring to ensure the terms are commercial relative to a non-connected party. Foreign exchange transactions All foreign exchange trades are executed via counterparties on an approved list. Typically, dealers will use the FX-All trading platform to obtain several simultaneous competitive quotes and select the most advantageous. OMGI prefers not to outsource FX transactions to custodians as it is felt that this may jeopardise execution quality. However, due to risk mitigation regarding settlement in certain emerging markets, some currencies are executed with the Custodian, along with some share class hedging services. Foreign exchange trades for hedge funds tend to be executed via the Prime Broker as this assists among other things with efficient margining. However, the rate will be compared to a live market 5
rate (for example Bloomberg) to ensure it is competitive. With active hedge funds, they may wish to leave a foreign exchange trade with a limit price. This will need to be left with a broker, a counterparty selected on the basis of its trading capability. Should this be the Prime Broker, then their trading expertise would have been assessed as part of the due diligence work completed prior to their selection. Individual markets Executions in emerging markets tend to attract a higher commission charge than those in developed markets. This is due to a lack of market transparency, limited broker access, local market structure and therefore the higher associated costs of trading and settling transactions. For example, a UK trade will normally cost less in commission terms than a trade in the Philippines. Transaction type The distinction between program and single stock trading can also affect average commission levels. Program trading for agency trades attracts a relatively low commission charge compared to that for an actively managed portfolio. Programs can also be executed on a principal (or risk) basis which although increase the possibly of attracting a higher commission rate than an agency trade, they also assist in eliminating the market risk to the Fund as this is transferred to the broker. Despite the initial commission rate, principal trades can be cheaper in total cost terms due to the market risk an agency trade has over the time it takes to fully complete. Commission recapture OMGI do not participate in any commission recapture programmes as it is felt that such programmes may conflict with the principles of best execution and therefore the best interests of our clients. External and Internal Research Investment desks use both externally and internally produced research in order to manage portfolios. Desk analysts can use external research (provided mainly by the brokerage community) to enhance their own findings, along with face-to-face meetings with the relevant company executives. Fund managers will assess the relative quality of external broker research both at desk level and more formally during the Commission Sharing Agreement process where applicable. OMGI have a robust Conflicts of Interest Policy in place, copies of which are available on request. Commission Sharing Agreements (CSA s) OMGI operate CSA s with a number of our counterparties. Whilst the executing broker retains the execution portion of the commission, they may be asked to pay away some of the research portion to another research provider. These payments are calculated after an intense internal process which is overseen by members of the OMGI management team who validate the research received is permissible and that the payment amounts are appropriate. Dealing efficiency monitoring From a structural viewpoint, OMGI places all trades via a centralised dealing desk. Dealing specialists are employed to ensure that dealing is conducted in a professional and value added manner. Trading of corporate bonds is conducted by a specialist Fixed Interest Dealer. This is due to the specific dealing skills required which exist within that area. The Compliance team conducts a continuous and rigorous monitoring programme to ensure adherence to all FCA regulations. This is conducted monthly and includes: Timely execution This monitoring aims to test the period between the time the order hits the dealing desk and the time the order is placed within the market. Where the period is greater than 6
an hour, the trade is investigated further. If the period is within an hour, timely execution has been achieved. Best execution All trades executed for the month are compared to prices from Bloomberg (VWAP). Where the percentage difference is greater than 2%, the trade is investigated further. Where the percentage difference between the two prices is less than 2%, best execution is deemed to have been achieved. Customer order priority A test to ensure that where two or more customers orders are placed simultaneously, all orders are placed fairly and in due turn and without preference given to any one customer. UCITS Funds versus AIFs No preference is given to any of the broad groups of clients above or indeed any one client over another. The stop list Where OMGI has price sensitive information on a particular stock, this stock will be placed on the stop list thus preventing funds from transacting in that security. The order management system has functionality which prevents trades in such securities from being authorised for trading. 7
Execution Venues OMGI is obliged to assess the execution venues available to ensure that the best possible result can be achieved when executing client orders. The Centralised Dealing Desk is comprised of experienced investment professionals who use market information and dealing expertise to direct order flows to the most appropriate dealing venue taking into consideration the following execution factors: Price; Cost; Speed; Likelihood of execution and settlement; Size and nature of order; and Any other factor considered relevant to the management of an order. Exchanges for Equities: American Stock Exchange MEX Athens Stock Exchange Australian Securities Exchange Borsa Italian Chi-X Frankfurt Stock Exchange (including Xetra trading platform) Hong Kong Stock Exchange Irish Stock Exchange Jakarta Stock Exchange Johannesburg Stock Exchange London Stock Exchange Madrid Stock Exchange Mexican Stock Exchange NASDAQ New York Stock Exchange New Zealand Stock Exchange NYSE ARCA NYSE Euronext Amsterdam Stock Exchange NYSE Euronext Brussels Stock Exchange NYSE Euronext Lisbon Stock Exchange NYSE Euronext Paris Stock Exchange OMX Stockholm Exchange OMX Helsinki Stock Exchange OMX Copenhagen Stock Exchange Oslo Stock Exchange Philippine Stock Exchange Sao Paulo Stock Exchange Korea Stock Exchange Stock Exchange of Singapore SWX Europe SWX Swiss Exchange Stock Exchange of Thailand Taiwan Stock Exchange Tokyo Stock Exchange Toronto Stock Exchange Turquoise Vienna Stock Exchange Warsaw Stock Exchange 8
Exchanges for Units / Shares in Funds American Stock Exchange AMEX NYSE Euronext Amsterdam Stock Exchange Athens Stock Exchange Australian Stock Exchange Stock Exchange of Thailand NYSE Euronext Brussels Stock Exchange Budapest Stock Exchange OMX Stockholm Korea Stock Exchange Stock Exchange of Singapore Taiwan Stock Exchange Tokyo Stock Exchange Toronto Stock Exchange Vienna Stock Exchange Virt-X Warsaw Stock Exchange SWX Swiss Exchange OMX Helsinki Exchange OMX Copenhagen Exchange Frankfurt Stock Exchange (including Xetra) Hong Kong Stock Exchange Irish Stock Exchange IFDS Jakarta Stock Exchange Johannesburg Stock Exchange NYSE Euronext Lisbon Stock Exchange London Stock Exchange Luxembourg Stock Exchange Madrid Stock Exchange Montreal Exchange BorsaItaliana NASDAQ New York Stock Exchange New Zealand Stock Exchange Oslo Stock Exchange NYSE ARCA NYSE Euronext Paris Philippine Stock Exchange Sao Paulo Stock Exchange BOVESPA Exchange Traded Derivatives NYSE Euronext.liffe NYSE Euronext.lifeBclear Euronext Amsterdam Eurex Deutschland/Eurex Zurich Hong Kong Futures Exchange Italian Derivatives Market OMX Stockholm Exchange OMX Copenhagen Exchange Chicago Board of Trade Chicago Mercantile Exchange American Stock Exchange Australian Securities Exchange Bloomberg ALLQ Bloomberg EMSX Boston Option Exchange Chicago Board Options Exchange CBOE Futures Exchange International Securities Exchange Korea Exchange NasdaqLiffe Markets, LLC 9
National Stock Exchange of India OneChicago Osaka Securities Exchange Philadelphia Stock Exchange NYSE ARCA Hong Kong Exchanges & Clearing Ltd Sydney Futures Exchange Singapore Derivatives Trading Thailand Futures Exchange Tokyo Stock Exchange Tradeweb / TheTradeweb System Multilateral Trading Facilities ALTES-ATS Aquis BAT Chi-X MTF BGC Brokers LP Bloomberg BondTrader Bloomberg TSOX Cantor Spreadfair CANTORCO2E CreditexRealtime Creditex Q-WIXX Platform Euromts Linkers Market UBS: PIN/MTF Creditsuisse: Crossfinder ITG POSIT Morgan Stanley MS Pool Merril Lynch MLXN Instinet Bloackmatch Citigroup Citimatch JP Morgan JPMX Barclays LX Berstein BERN X GS SIGMA MTF Eurobenchmark T-Bills Market Euroglobal MTS Euromts MTS FXALL NEWEUROMTS GFI Creditmatch (Securities) ICAP Brokertec Platform ICAP ISWAP Platform Chi-x Europe Ltd Liquidnet Europe London Stock Exchange MTF AIM Marketaxess Europe Ltd 10
Approved Broker List: Arden Partners ANZ Banking Barclays Capital Bank of Montreal Bank of Nova Scotia Canadian Imperial Bank of Commerce Commonwealth Bank Cantor Fitzgerald Cenkos Securities Credit Agricole Credit Suisse Charles Stanley Citigroup Canaccord Capital Europe Ltd Deutsche Bank Davy Stockbrokers DZ Bank Execution Limited Bank Of America Merrill Lynch JP Morgan Chase Commerzbank Danske Bank Goldman Sachs HSBC HVB ICAP ING Jefferies International King &Shaxson Knight Lloyds TSB Corporate Markets Bank of Tokyo-Mitsubishi Morgan Stanley Mizho International Plc Nordea Bank Norinchukin Bank BNP Paribas Rabobank Royal Bank of Canada (Europe) Royal Bank of Scotland SkandinaviskaEnskilda SvenskaHandelsbanken SocieteGenerale Toronto Dominion Bank Canadian Imperial Bank of Commerce Goodbody Stockbrokers Global Prime Partners Instinet Investec ITG J M Finn & Co Keefe Bruyette& Woods Ltd Liberum Capital Ltd Bank of New York Mellon State Street Westpac Banking Corporation Macquaire Bank NumisSecs Arbuthnot 11
Oriel Securities Ltd Panmure Peel Hunt UBS Sanford C Bernstein Shore Capital Stockbrokers Singer Capital Markets Sumitomo Mitsui Banking Corporation Winterfloods Zeus Capital 12
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