Fixed Income Disclosures (Terms and conditions of Fixed Income Dealing)
Deutsche Bank AG and its branches and affiliates (together, “Deutsche Bank”) are active in fixed income markets for a wide range of products, including securities, foreign exchange, and swaps and other derivatives. Deutsche Bank wishes to ensure that our counterparties have an understanding of our course of dealing in these products. It is important that you read this disclosure to understand how we may trade in relation to your orders, requests for quotation (“RFQ”), trade instructions, or other expressions of interest in fixed income products (collectively “trade requests”). This document sets out our standard business practices and terms and conditions of dealing with our fixed income customers and establishes the basis on which we can provide our customers with pricing and execution of their trade requests. Further terms specific to foreign exchange products are addressed in Deutsche Bank’s “Foreign Exchange Disclosures (Terms and conditions of FX Dealing).” Cash equities, equity derivatives, exchange traded funds or similar securities, and listed derivatives traded on an agency basis are not addressed in this disclosure. In accordance with our dedication to upholding a high level of integrity, Deutsche Bank’s course of dealing is in all cases intended to be carried out in compliance with all applicable laws and regulations and with our internal policies and procedures in furtherance of these laws and regulations.
I. Principal Trading
Deutsche Bank typically acts in a principal capacity in fixed income markets. Deutsche Bank does not act as agent, fiduciary, or advisor or in any similar capacity and does not undertake any of the duties that an entity acting in any such capacity ordinarily would perform, unless expressly agreed, and then only where we act with discretion in execution or where there is a specific regulatory obligation. Each counterparty is expected to independently evaluate the appropriateness of any transaction that it is considering based on its own facts and circumstances and its independent assessment of the transaction’s merits. Therefore, statements from Deutsche Bank should not be construed as recommendations or advice.
Deutsche Bank does not take orders in fixed income markets, except in limited instances for certain product classes. When Deutsche Bank agrees to work a counterparty’s order, we are only indicating a willingness to attempt to enter into the trade requested by the counterparty. We will exercise our discretion in deciding whether to work the order, which orders we are willing to execute and when and how to execute all or any part of the order. When Deutsche Bank agrees to work an order over a period of time or otherwise to accept an order involving the exercise of discretion, Deutsche Bank will endeavour to exercise this discretion reasonably and fairly, but, unless otherwise agreed, Deutsche Bank is not committed to executing any or all of the order in any particular way.
II. Market Making
a. Risk management and hedging activities; conflicts
Deutsche Bank is a market maker in fixed income products and as such may provide liquidity to multiple counterparties at the same time. As a result, Deutsche Bank may need to consider competing interests in executing its counterparties’ trade requests. Deutsche Bank may trade prior to or alongside a counterparty’s transaction in order to facilitate execution with other counterparties, to manage risk, to source liquidity and for other reasons. Deutsche Bank may hedge any exposure that would be created by a transaction prior to the execution of that transaction. We may also choose to leave a position unhedged or partially hedged. Any profit or loss resulting from such trading will accrue to Deutsche Bank.
These market-making and hedging activities can have an impact on transaction pricing, timing and the availability of liquidity at levels necessary to execute transactions with you. They can also trigger, or delay, or prevent the trigger of, take profit or stop loss or other limit orders and contractual barriers, such as knock-outs or knock-ins, affecting the value of a transaction to a counterparty. We may establish, adjust or unwind any hedge from time to time in our discretion, including before the time for determination of a benchmark, fixing rate, or barrier or stop level which is a term of any of your transactions. Our hedging strategy may involve greater and more frequent dynamic adjustments as market prices approach a benchmark, fixing rate, or stop or barrier level.
Deutsche Bank may seek to satisfy the requests of all of its counterparties and its independent risk management objectives, and it retains discretion with respect to how to satisfy the trade requests of its counterparties, including with respect to execution, aggregation, priority and pricing. Deutsche Bank may possess material non-public information relating thereto, which may impact the price of your transactions, the timing of execution and/or the amount of your fill.
Any bid or offer price or other price-forming parameter quoted by Deutsche Bank, as well as the level at which we execute any transaction with you, will, unless expressly agreed otherwise, incorporate what we determine to be an appropriate bid-ask spread or markup above the price at which Deutsche Bank may be able to transact, or has transacted, with other counterparties, in order to generate an appropriate return as compensation for its activity.
Deutsche Bank has discretion to offer different prices or services to different counterparties, or the same counterparty, for the same or substantially similar transactions. In determining any markup or spread, we may consider factors such as liquidity of the transaction type in prevailing markets, the size and/or complexity of the transaction, credit risk, counterparty risk, maturity, balance sheet and capital usage, risk limit utilization, trade processing costs, sales efforts, hedging costs, hedge effectiveness and any other relevant considerations.
In executing transactions, Deutsche Bank may look for market opportunities that satisfy both a price where we can execute a counterparty’s trade request and earn an appropriate return for that activity, including while managing and prioritizing other interests, positions and executions for Deutsche Bank and other counterparties.
If we execute a trade with you through liquidity sourced from another counterparty, we may also receive additional compensation on, and fees for, the trade we execute with our other counterparty. Deutsche Bank may also benefit from reduced transaction costs when executing through certain internal or external trading venues and, if we have an investment in, or other relationship with, an external venue, Deutsche Bank may receive other benefits as a result of that interest.
c. Liquidity Sourcing
Deutsche Bank may enter into transactions through internal sources of liquidity, or externally in the market, in order to execute your transaction and offset the risk incurred. Deutsche Bank reserves the right to execute a transaction with you using Deutsche Bank’s inventory or through acquisition or other hedging activities without disclosing to you the source or cost of the liquidity. Execution of a transaction with a counterparty does not mean that Deutsche Bank held or acquired inventory to complete the transaction, or that there exists any given quantity or quality of liquidity in the market at the execution level.
As discussed below under the heading “Electronic execution tools,” in certain markets, such as foreign exchange, U.S. Treasuries and other sovereign bonds, Deutsche Bank may utilize internally developed electronic tools to access both external and internal sources of liquidity in order to provide what we deem to be the appropriate bids and offers, and executions, reasonably available under the circumstances. These tools may include algorithms, internalization engines and/or smart order routers, such that all or part of a transaction may be executed on the basis of pricing from various external liquidity sources, including certain trading venues that electronically provide information to us regarding their available and accessible liquidity.
III. Execution of Trade Requests
Unless expressly agreed otherwise, Deutsche Bank’s prices are indicative only. A transaction shall only be treated as having been executed at the time when Deutsche Bank accepts a counterparty’s offer, and Deutsche Bank may in its sole discretion accept or reject any offer for any reason, including the expiration or withdrawal of an indicated price or if Deutsche Bank determines that there is not sufficient liquidity in the market to execute at that price.
Deutsche Bank may in its sole discretion accept or reject any trade request. Acceptance of an order or willingness to work a counterparty’s order does not oblige Deutsche Bank to enter into any transaction, and Deutsche Bank does not guarantee a partial or total fill of any order. We are not generally obligated to disclose to you why we were unable to execute your trade request or why we accepted or rejected your offer.
If we determine to execute a trade request, the costs or benefits of any price changes arising from any risk management practices may, in our discretion, be retained by us or passed on to you. If a transaction is executed “at market,” “at latest” or on similar terms, it will be executed at Deutsche Bank’s then-current bid or offer at the time of execution (with application of mark-up as discussed above), such that the counterparty is exposed to market movements between the time at which its trade instruction was submitted and the time at which the resulting transaction is executed.
a. Electronic trading
When a counterparty transmits a trade request to Deutsche Bank on any electronic platform (including any platform operated by a third party), Deutsche Bank shall follow the procedures agreed with the counterparty (such as those sent out in this document and any agreement or terms for electronic trading) and, where not conflicting, those applicable to the relevant execution method and platform. As part of the trade acceptance process operated by Deutsche Bank, we may apply a number of risk management and operational controls automatically before a trade request is accepted or rejected (such as a price check, limits on counterparty exposure, credit checks, permissioning of instruments, and other controls). At Deutsche Bank these controls employed prior to trade acceptance are referred to collectively as “last look.
The price check feature of last look is a control that is used to identify whether a counterparty’s trade request is made at a price that, at the moment of the trade acceptance decision, is within Deutsche Bank’s price tolerance for execution for that counterparty. This control may be applied immediately upon receipt of a submitted trade request and after application of all other last look checks, or after a short delay. In each case, Deutsche Bank compares the price for the relevant instrument included in the counterparty’s trade request with the price at which Deutsche Bank calculates that it is willing to trade with that counterparty, based on then-current market information (the “refreshed price.”) If the price check shows that the refreshed price has moved relative to the price included in the counterparty’s trade request by more than the relevant price tolerance for that counterparty, Deutsche Bank will reject the trade request. Otherwise, subject to other controls and the agreement between us, Deutsche Bank will accept the trade request.
The default setting by which Deutsche Bank operates the price check control is to reject trade requests when price has moved during the period of delay against Deutsche Bank (rather than when price movements have gone in its favour), in excess of the relevant price tolerance. Deutsche Bank employs that default setting because it believes, in general, that this allows Deutsche Bank to provide a deeper, more consistent liquidity offering, at tighter pricing and higher fill rates than it otherwise could. The application of that default setting may result in a lower proportion of trades being accepted where the price moves against Deutsche Bank during the period of delay than where the price moves in its favour.
In some locations or with respect to certain products or electronic platforms Deutsche Bank may change the default setting from time to time without notice. This may result in Deutsche Bank rejecting trades when a price movement during the period of delay exceeds the relevant tolerance for that counterparty, regardless of whether the price moves in favour of or against Deutsche Bank on that trade request. This may result in a lower overall trade acceptance rate and/or a wider spread of prices provided to the counterparty.
The application of the price check feature of last look allows Deutsche Bank to manage the risk posed by technological anomalies and latencies as well as to protect itself from certain adverse trading behaviours and market conditions. The price provided by Deutsche Bank, the proportion of trade requests that are rejected, the extent of any short delay applied and the potential withdrawal of previously displayed prices are reviewed periodically by Deutsche Bank and may depend upon factors applicable to the counterparty and its trading preferences as well as Deutsche Bank’s overall risk tolerance. The factors applicable to one counterparty may differ from those applicable to other counterparties and may lead to differences in pricing, duration of delay and acceptance rates among counterparties.
b. Market disruption
In periods of extreme market volatility and/or disruption, Deutsche Bank has on some occasions seen delays to trades, including acceptance and execution of trade requests, pricing, price streaming and/or market data dissemination. Further, Deutsche Bank’s provision of pricing is subject to internal procedures and controls in relation to system or other issues which may disrupt the ability of Deutsche Bank’s system to provide accurate and/or up to date pricing. Deutsche Bank is not obligated to provide pricing, price streaming or accept trade requests and all determinations of if, whether or when market criteria have been met for execution shall be made by us in our sole discretion.
Consistent with market practice, Deutsche Bank’s electronic trading platforms have position limits, volatility and other controls, that in each case may temporarily suspend execution, pricing and price streaming. It is possible that different counterparties submitting trade requests with similar profiles may achieve different outcomes, including whether and when such trade requests will be executed.
During volatile and/or disrupted markets, we will endeavour to continue to serve customers but we may not be able to provide the product offering, level of execution, liquidity and pricing – including in electronic markets – as would be the case under more normal market conditions.
c. Electronic execution tools
Deutsche Bank may elect to execute trade requests by means of algorithms, internalization engines and/or other electronic execution tools (collectively, “execution tools”). In all cases, the applicable execution tool will seek to execute according to a predetermined methodology for the relevant execution tool, which may or may not be determined by Deutsche Bank.
The use of an execution tool in relation to a counterparty’s trade request does not guarantee any particular outcome and/or execution of any amount requested. The results obtained from any execution tool may depend on the validity of the assumptions underlying it and prevailing market conditions that may impact these assumptions. The execution methodology utilized in relation to a particular execution tool does not guarantee execution of any part or all of a trade request.
Deutsche Bank may also elect to offset the risk of any transactions through an execution venue that is not operated by Deutsche Bank, and execution tools may be used to determine any such election.
d. Bids wanted in competition
Deutsche Bank may respond to a counterparty request to submit bids to purchase one or more tradable instruments at a set date and time, sometimes along with other dealers (a “bid wanted in competition,” or “BWIC”). Deutsche Bank always acts as principal in BWIC’s and not as agent of the requesting counterparty, nor as agent for any third party it may solicit for bids. Deutsche Bank is under no obligation to solicit bids from such third parties or to submit a bid based on them to the requesting counterparty. Any such bids received from third parties will be deemed to be “Pay on Top”, unless such party provides an “all-in” bid. Deutsche Bank may cease participation in a BWIC with or without notice, and, if it submits an unsuccessful bid, may disclose the cover bid to third parties that it solicits.
Benchmark rates, or fixes, may be compiled by a benchmark administrator from live trade data, comprised of either tradeable quotes or traded transaction prices sourced from specific trading venues during a specified determination period known as the fixing window. A contribution to such a benchmark is sometimes referred to as a passive submission to the benchmark. Benchmark rates may also be published by central banks, or compiled from dealer surveys, either in the ordinary course or as a fall back in the event that the ordinary course source for the benchmark rate is not available. Deutsche Bank may participate in dealer surveys.
Deutsche Bank’s ordinary course market making business activities may impact benchmark rates, however, in the event that Deutsche Bank both acts as a submitter and transacts in relation to a benchmark, Deutsche Bank has established controls reasonably designed to mitigate or avoid potential conflicts of interest.
Transactions whose pricing is set by reference to a benchmark give rise to particular risk management concerns because Deutsche Bank, as a market maker, will be obligated to execute at a price that is not known at the time of trade. Risk management practices and Deutsche Bank’s other ordinary course activities will often result in the execution of hedging transactions before and during the fixing window, which may impact the ultimate benchmark fixing and may also impact pricing, volume and volatility in related markets.
Protecting the confidentiality and security of customer information is an important part of how Deutsche Bank conducts its business. Deutsche Bank has reasonable controls that are designed to protect a customer’s confidential information. However, counterparties should understand that Deutsche Bank does make use of some information contained in trade requests in order to effectuate and risk manage the transactions themselves.
Specifically, Deutsche Bank may use the economic terms of a trade request (but not the counterparty’s identity) to test liquidity and/or execute trades with one or more third parties (including interdealer brokers) in order to source liquidity. Deutsche Bank may also use the economic terms of various transactions (including factors relating to market, liquidity and credit risk) on a portfolio, individual trade or other basis to evaluate and execute risk-mitigating transactions. To facilitate this activity, Deutsche Bank may internally share economic terms relating to a transaction with persons acting in a sales or trading capacity for Deutsche Bank (or one of its agents). Deutsche Bank may also use economic information in its pricing methodology, as long as such usage is not designed or intended to disadvantage a customer.
Deutsche Bank analyses transaction data on an individual and aggregate basis for a variety of purposes, including counterparty risk management, sales coverage, and customer relationship management. Deutsche Bank may introduce such data to a third party vendor in an aggregated form for the purposes of benchmarking its performance.
In addition, Deutsche Bank may analyse, comment on and disseminate aggregated and anonymized information regarding executed transaction, as well as unexecuted orders or transaction instructions (other than market orders), together with other available information regarding various markets, internally and (with potential categorization as to product, geography and/or industry) to its customers as part of its general market commentary and trade ideas.
In particular Deutsche Bank may provide market colour, which can be any view or commentary. Market colour is not objective or independent, and may not be subject to the same controls as research. Market colour is not a recommendation and should not be relied on as such by clients.
All information provided to a customer by Deutsche Bank (unless already in the public domain) should be treated as confidential and should not be disclosed by a customer to any third party.
Please note that Deutsche Bank has regulatory and other duties to supervise and control its business. Deutsche Bank shares information as necessary to fulfil these responsibilities and respond to general and specific regulatory and other requests with which it is required to comply.