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FX Disclosure Statement

Introduction

This FX Disclosure Statement (“Statement”) describes the relationship between clients and Brown Brothers Harriman & Co. (“BBH&Co.”)1 and/or its affiliates (collectively “BBH”) and discloses certain practices of BBH in pricing, handling and executing FX transactions in relation to its currency dealing business or currency execution services business. BBH may provide other products and/or services to clients, however unless explicitly referenced herein such products and/or services are not contemplated in this Statement.

This Statement supplements but does not supersede contracts governing the relationships between clients and BBH. In case of any conflict between this Statement and a contract, the contract shall take precedence.

Clients who have questions about this Statement or how BBH prices, handles or executes FX transactions may contact their FX Relationship Manager.

1. General practices
    a. Communication methods

Clients may communicate with BBH electronically, by phone or through other permissible channels.2 BBH may, at its discretion, agree to accept certain client instructions via email. Clients may be required to execute certain documents and/or meet specific BBH requirements prior to BBH accepting such instructions via email.

    b. Information handling

BBH has in place policies and procedures reasonably designed to protect the confidentiality of client and counterparty information by restricting the dissemination and use of confidential information. These policies and procedures generally restrict the dissemination of client confidential information to parties who ‘need to know’ in order to execute transactions or otherwise perform under the agreed upon arrangement, and manage subsequent events related to such execution or performance. They also provide that client confidential information may only be used for legitimate business purposes to provide a product, perform a service or conduct oversight of a product or service that BBH has been contracted, or is expected, to perform. However, BBH may use sufficiently aggregated and anonymized client confidential information to form views on market trends that it may share with clients (for example, market color). Additionally, as a regulated entity, BBH may be required to share client confidential information with relevant global regulators.

    c. Conflicts of interest

Although BBH takes all reasonable steps to prevent conflicts of interest from adversely affecting the interests of its clients, BBH’s own interest may at times conflict with the interests of its clients and its clients’ interests may conflict with one another. For example, BBH may execute transactions and carry positions in various FX products including spot, forwards (including non-deliverable forwards) and swaps on its book in connection with actual or anticipated client trade requests, hedging strategies or otherwise. BBH’s activities in connection with such transactions and positions could impact prices and available liquidity, potentially to the detriment of a client. When BBH accepts and attempts to fill a client order, it may be engaged in FX trading activities for its own benefit in the same or similar FX products. Where BBH provides other products and/or services to a client, the provision of such products and/or services may also lead to other conflicts of interest.

2. BBH transacts with clients in a principal capacity

BBH executes FX transactions on a principal basis as counterparty to its clients. When acting in a principal capacity, BBH: (i) trades for its own account, at its own risk, for its benefit; and (ii) does not act as an agent, fiduciary, financial advisor or other similar capacity for or on behalf of clients. Clients who trade with BBH acting in a principal capacity are expected to independently evaluate the appropriateness of any proposed transaction. Furthermore, any statement(s) made by BBH trading personnel or distributed through a BBH electronic system must not be construed or relied upon as advice or a recommendation.

    a. Pricing

Any price quotes or streaming rates BBH provides are an ‘all in’ indicative price. BBH exercises discretion in tailoring its indicative pricing for individual clients / transactions taking into account a variety of commercial factors. These factors may include, but are not limited to: (i) prevailing market conditions; (ii) the size of the order; (iii) time of day; (iv) liquidity of the currency(ies); (v) BBH’s relationship with the client; (vi) the costs BBH may incur in connection with the transaction; and (vii) the credit, settlement, operational and other risks of the transaction. BBH may differentiate its indicative pricing by trading venue, platform or communication method. As such, BBH may provide different indicative prices for the same or similar transactions to different clients. BBH may change its pricing strategies without notice and is not obliged to disclose the components of its ‘all in’ price.

BBH may from time to time agree to execute orders using alternative pricing arrangements (see for example, Benchmark and fixing rates and Algorithms).

    b. Pre-hedging and pre-positioning

BBH may engage in pre-hedging and hedging activities based on its knowledge of its clients’ trading activities. BBH will endeavor to conduct such pre-hedging and hedging activities in a manner that does not disadvantage clients and with an intent to avoid materially impacting market prices. BBH conducts pre-hedging and hedging activities on a principal basis in respect of its principal activities, at its own risk, and not as an agent for clients.

    c. Benchmark and fixing rates

BBH may agree to execute a client order based on a benchmark or fixing rate. While BBH does not intentionally attempt to affect benchmark or fixing rates, it may engage in hedging or other FX activities that may impact ultimate benchmark or fixing rates.

    d. Order handling

When BBH acknowledges, accepts or states that it is willing to ‘work’ a client order, it will attempt but is not contractually bound to execute the trade at or near the requested price and quantity. BBH is not obligated to accept client orders and may accept or reject any order for any reason in its sole discretion. The fact that a condition to which an order is subject (for example, a stop loss order) has been triggered does not mean that BBH can or will complete the order at the requested price and/or quantity. BBH may sequence / prioritize client orders in its sole discretion and may aggregate client orders for the purpose of pricing.

    e. Handling of requests received via electronic trading platforms (Last look)

Any price quotes or streaming rates that BBH provides are an ‘all in’ indicative price. Clients may submit an electronic trade request (an offer) to trade with BBH in response to such ‘all in’ indicative prices and, if so, BBH may accept or reject that electronic trade request in its sole discretion.

    f. Algorithmic trading

BBH may employ algorithmic trading strategies in executing principal FX trades for its own risk management purposes. BBH may also provide clients access to its algorithmic execution service (“Algo Execution Service”). The Algo Execution Service allow a client to request to enter into an FX transaction with BBH, at a price based on rate(s) derived from offsetting trade(s) between BBH and liquidity provider(s) and subject to any agreed upon mark-ups/downs by BBH. Under the Algo Execution Service, the aforementioned offsetting trade(s) between BBH and liquidity provider(s) would be arrived at based on the client’s requested algorithm and other parameters in accordance with the applicable Algorithmic Execution Terms & Conditions.

3. Agency FX
    a. Currency Execution Services

Brown Brothers Harriman Investor Services Limited (“BBHISL”) may agree to act as an agent in executing client trades with client designated clearing brokers or approved bank counterparties as a part of its Currency Execution Services (“CES trades”). The pricing of CES trades will be based upon rates derived from a panel of liquidity providers plus, as applicable, a prearranged fee. Agency trades are conducted in accordance with the BBHISL Order Handling Policy (available at the following link). BBHISL may delegate responsibility for discharging certain functions related to CES trades to BBH&Co., which also engages in a principal trading business. As such, there is a risk of a conflict of interest between BBH’s agency and principal trading businesses.

BBHISL may in its discretion aggregate the CES trades of multiple clients for pricing purposes. While it is unlikely that the aggregation of orders and transactions will work overall to the disadvantage of any client whose orders are to be aggregated, the effect of aggregation may work to a client’s disadvantage in relation to a particular order.

    b. Other Agency activities

In certain other instances, BBH may execute FX transactions as an agent for its clients. In such instances, BBH acts as an agent solely for purposes of execution and does not otherwise act as an agent, fiduciary, financial advisor or other similar capacity for or on behalf of clients.

    c. Pre-hedging and pre-positioning

BBHISL does not engage in pre-hedging or pre-positioning when acting in an agency capacity.

1 As of the date of publication of this Statement, BBH&Co. is the only BBH entity that executes FX transactions on a principal basis.
2 BBH may record phone communications as permitted under applicable local rules.