Foreign Exchange Disclosures (Terms and conditions of FX Dealing)
Deutsche Bank AG (acting through its various branches and its affiliates, “Deutsche Bank”) would like to highlight certain matters relating to Deutsche Bank’s role in foreign exchange (“FX”) markets.
Deutsche Bank’s Role in Relation to its Customers
Deutsche Bank acts as principal for FX transactions, in an arm’s-length role in relation to its customers, and does not act as agent, fiduciary or in any advisory capacity for any FX transaction, except as expressly agreed in writing beforehand. Each customer (or its agent) should independently evaluate for the benefit of the customer the appropriateness of an FX transaction.This evaluation should include, among other things, the FX transaction’s terms and conditions and take into account the customer’s objectives and circumstances.
Customer Trade Requests
GeneralA customer may submit its trade request in the form of an order or an instruction. Deutsche Bank is not under any obligation to accept and act upon any customer trade request in any form (including voice and electronic), subject to any applicable terms and conditions. Except as required by such terms and conditions or applicable law, Deutsche Bank may return an accepted trade request to the customer at any time and acceptance of a trade request does not oblige Deutsche Bank to enter into any FX transaction with a customer, in whole or in part.
Electronic TradingWhen a customer transmits a trade request to Deutsche Bank on any electronic platform, Deutsche Bank shall follow the procedures applicable to the execution method and platform selected by the customer. In order to mitigate technological anomalies and latencies, a trade request submitted by the customer on an electronic platform may be subject to a delay before it is considered for execution by Deutsche Bank. The price provided by Deutsche Bank, the extent of the delay and the potential withdrawal of previously displayed prices may depend upon factors applicable to the customer and its trading preferences. The factors for one customer may differ from those applicable to other customers and may lead to differences in pricing and acceptance rates among customers. The application of these procedures 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 favor.
Any price provided by Deutsche Bank may be inclusive of a mark-up determined by Deutsche Bank to be appropriate for the customer and the type of transactions that the customer executes with Deutsche Bank, allowing Deutsche Bank to earn an appropriate return for its activities. Deutsche Bank is not under any obligation to disclose the specific amount of any mark-up to a customer (unless otherwise agreed in writing). In determining any mark-up, Deutsche Bank may consider factors such as liquidity of the transaction type in prevailing markets, the size and/or complexity of the transaction, credit costs, balance sheet usage, risk limit utilization, trade processing costs, sales efforts and any other relevant considerations. As these factors may vary, Deutsche Bank may offer different prices to different customers for the same or similar FX transactions or components of such FX transactions. For any given customer, different mark-up levels may apply to different types of trade requests depending upon the factors noted above. Deutsche Bank may also be compensated in the form of an agreed fee.
While it is necessary for Deutsche Bank to use the economic terms of customer trade requests and transactions internally and provide such information to third parties to accomplish transaction execution, risk management and other goals, Deutsche Bank limits such use and disclosure in a manner consistent with applicable law.
Deutsche Bank may need to determine appropriate pricing by sourcing liquidity from a Deutsche Bank trading desk or by transacting with third parties. In addition, as Deutsche Bank will manage the resulting risk of a requested FX transaction (including market, liquidity and credit risks) on an individual, portfolio, or other basis, it may be necessary for Deutsche Bank to execute one or more risk mitigating transactions. To facilitate this activity, Deutsche Bank may internally share economic terms relating to a customer’s trade request to persons acting in a sales or trading capacity for Deutsche Bank (or one of its affiliates or agents).
With regard to executed FX transactions, Deutsche Bank reviews the economic terms on an individual transaction and aggregate basis to assess the impact on market, liquidity and credit risks. Deutsche Bank may use information regarding the economic terms of individual FX transactions to tailor Deutsche Bank’s provision of products and services to its customers. Deutsche Bank may use anonymized, aggregated information regarding executed FX transactions and unexecuted trade requests (other than market orders) and other available information regarding market conditions to shape Deutsche Bank’s overall market views and pricing. Deutsche Bank uses such anonymized, aggregated information internally and communicates it (with potential categorization as to product, geography and/or industry) to customers that may find such information useful in managing FX risks and entering into transactions. 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.
Deutsche Bank Trading
Deutsche Bank may execute FX transactions for its own account or for the benefit of other customers prior to execution of any trade request that a customer has placed with Deutsche Bank. As noted above, Deutsche Bank may also engage in risk management activities prior to executing a transaction with a customer. These risk management activities may include trading in the same FX product or currencies, trading in correlated products or currencies, and establishing derivatives positions on any of the foregoing, and may also take account of other sources of exposure (such as market dislocations and disruptions). These risk management activities may also include using aggregated unexecuted trade request information in Deutsche Bank’s pricing, as long as such usage is not intended to disadvantage a customer.
Execution of Trade Requests
When Deutsche Bank receives a trade request such as, but not limited to, a take profit or stop-loss order, Deutsche Bank’s acceptance of the trade request indicates a willingness to attempt to complete the requested FX transaction, in whole or in part, subject to prevailing market conditions, Deutsche Bank’s overall order book and risk management needs, and other relevant factors.
Deutsche Bank may receive multiple trade requests from different parties and Deutsche Bank retains discretion as to how to meet such requests, including timing, priority, pricing, aggregation and completeness of execution. As noted above, Deutsche Bank may need to hedge its exposure arising from the requested transaction, which may impact prevailing pricing prior to execution of the customer’s trade request. Deutsche Bank also will use its judgement based upon available market and internal information, including, but not limited to, available price levels and actual liquidity available during circumstances such as a disruption event, to determine whether the parameters of a trade request have been satisfied and the extent to which the requested amount of a trade request can be satisfied under prevailing conditions to enable execution of a transaction in whole or in part.
When a customer instructs Deutsche Bank to work a trade request over any period of time or to otherwise execute at a level that is not yet determined, Deutsche Bank will seek to execute the trade request at a price that is reasonable given any relevant factors, including but not limited to, the prevailing market conditions. In doing so, Deutsche Bank may enter into risk management transactions at different times and prices to be able to execute the trade request.
Deutsche Bank may also execute a trade request by means of a trading algorithm that may cause Deutsche Bank to enter into prior transactions in the process of executing a customer’s trade request.
Deutsche Bank is a global dealer in FX for a full range of FX products including spot, forwards, and derivatives. While handling customer trade requests, Deutsche Bank may continue to establish, maintain, modify and terminate positions for its own account in the same FX products in which its customers trade to ensure that it has sufficient capacity to meet anticipated customer demand or respond to market movements. Deutsche Bank is a market maker across currencies and products, with employees trading across global locations on a continuous basis whenever markets are open for trading. As a result, subject to internal controls relating to the use of customer information and compliance with applicable laws and regulations, Deutsche Bank’s global activities may result in a Deutsche Bank trading desk or individual trader other than the one handling the trade request of a given customer executing a transaction for the benefit of Deutsche Bank or another customer at a price that could satisfy the original customer’s trade request.
Deutsche Bank’s market making activities may be based on the ideas of its traders, sales staff, research staff, as well as on public information sources. The ideas that form the basis of Deutsche Bank trading decisions are often shared with Deutsche Bank customers as trade ideas or market color, upon which Deutsche Bank customers may or may not act. It is possible, therefore, that Deutsche Bank could have positions for its own account that are the same, similar, different or opposite to the positions of its customers.
The price for a customer’s trade request or transaction may be impacted by Deutsche Bank executing transactions for its own account or with another customer, as part of its market making activities or in the circumstances indicated above in Execution of Trade Requests. Such transactions executed by Deutsche Bank may be in the same products or currencies as the customer’s trade request or transaction or in other products or currencies. Further, customers should be aware that Deutsche Bank may enter into, unwind, terminate, or close out all or part of an FX Transaction with a third party at any time. This may occur before, during, or after the time at which: (i) the value of an FX transaction with a customer is determined; (ii) the value of an external market fixing or benchmark to which the FX transaction makes reference is determined; or (iii) either Deutsche Bank’s or its customer’s rights are capable of being triggered or exercised with respect to an FX transaction. They may affect whether provisions of an FX transaction are triggered such as option strike prices, barriers or resets, and may affect baskets or indices.
Orders for Benchmark Prices at Specified Fixing Times
Orders for transactions whose pricing is set by reference to certain FX benchmarks can create additional concerns for transaction execution and management of related risks. Reference is made to the Financial Stability Board’s Final Report on Foreign Exchange Benchmarks (http://www.financialstabilityboard.org/2014/07/r_140715/) for a description of the relevant circumstances. The discussion below relates to rates that are calculated by a third-party service at a specified time of day, such as WM/R benchmarks.
To meet Deutsche Bank’s obligation to a customer to execute a transaction at a benchmark rate, Deutsche Bank faces the challenge of finding an appropriate method of hedging Deutsche Bank’s exposure arising from transacting at a price that is not yet known and will not be determined until the closing of a specified determination period (referred to as the “Fixing Window”). Risk management practices will often result in execution of hedging transactions during the Fixing Window itself because of a number of factors, including, but not limited to, changes in the full amount and direction of customer orders prior to the Fixing Window and variations in markets during this period. Given that other market participants may face the same challenge, the volume of transactions during the Fixing Window may increase, and such transactions may impact the ultimate benchmark fixing (and may also impact pricing and volatility of related FX markets).
Deutsche Bank engages in other ordinary course of business activities that may impact a benchmark rate, including sourcing liquidity for other customer orders that are unrelated to a benchmark fixing, or acting as a market maker or engaging in risk management activities. Such activities may cause Deutsche Bank to execute unrelated FX transactions during a Fixing Window or at other times that may impact transactions relating to a benchmark fixing.
Finally, while the above describes transaction-based benchmarks, some benchmarks are established by means of submissions provided by dealers (such as those sponsored by the Emerging Markets Traders Association), in which Deutsche Bank may participate, or by central banks. While these submission-based benchmarks differ from the transaction-based benchmarks discussed above, in the event that Deutsche Bank may act as both a submitter and transact in relation to such benchmarks Deutsche Bank has established controls designed to mitigate or avoid potential conflicts of interest.
Existing Disclosure and Agreements
This communication supplements any other disclosures or agreements regarding such matters that Deutsche Bank may provide to or agree with its customers (to the extent applicable and as replaced, amended and/or supplemented from time to time), including any master agreement for financial transactions between a customer and Deutsche Bank (including but not limited to any ISDA Master Agreement), Deutsche Bank’s general disclosures as a swap dealer for FX transactions, the risk disclosures, the terms of business which apply to business conducted by the branches and affiliates of Deutsche Bank, adherence of parties to industry protocols or entry by parties into bilateral agreements which are for the purposes of implementing the requirements of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 (EMIR) as well as adherence of parties, as applicable, to the provisions of Section 2.15 of the Supplement to the ISDA August 2012 Dodd-Frank Protocol.