Statement of Policies on Related and Connected Issuers
The securities legislation of certain jurisdictions in Canada requires securities dealers and advisers, when they trade in or advise with respect to their own securities or securities of certain other issuers to which they, or certain other parties related to them, are related or connected, to do so only in accordance with particular disclosure and other rules. In certain provinces and territories, these rules require dealers and advisers prior to trading with or advising their customers or clients, to inform them of the relevant relationships and connections with the issuer of the securities. Clients should refer to the applicable provisions of the relevant securities legislation for the particulars of these rules and their rights or consult with a legal adviser.
UBS Investment Management Canada Inc. (the "Company") is an indirect subsidiary of UBS AG (the "Bank"). The Bank is a related issuer of the Company. The Bank is a public company with its shares listed on the SWX Swiss Exchange, the New York Stock Exchange and the Tokyo Stock Exchange and, while not a reporting issuer in Ontario or any other Canadian jurisdiction, has distributed its securities on a basis that, had such distribution taken place in Ontario, the Bank would have become a reporting issuer in Ontario. Certain other affiliates of the Bank listed below have also issued securities on a similar basis. The Company is an affiliate of among other businesses, UBS Asset Management (Canada) Co., UBS Asset Management (Americas) Inc., UBS Asset Management (US) Inc., UBS Asset Management (New York) Inc., Quantitative Allocations, LLC, UBS Realty LLC, GAM Limited, UBS O'Connor LLC, UBS Asset Management (U.K.) Ltd, Asset Management, UBS Financial Services Inc., UBS Investment Bank, UBS Fund Management (Switzerland) AG and UBS Fund Services (Luxembourg) SA.
In addition, some affiliates of the Company, including UBS Asset Management (Canada) Co., UBS Asset Management (Americas) Inc., UBS Asset Management (UK) Ltd., UBS Fund Services (Luxembourg) SA, UBS Fund Holding (Luxembourg) SA and UBS Fund Management (Switzerland) AG, GAM Limited and UBS O'Connor LLC act as a sponsor and/or portfolio manager (or holding company thereof) of certain proprietary pooled funds and/or mutual funds in which the Company's clients may invest or on whose behalf the Company may invest.
The following are related reporting issuers of the Company, as at January 1st, 2005 for the purpose of the disclosure and other requirements referred to above: UBS AG, S.G.W. Finance plc, UBS Americas Inc., S.G. Warburg Group plc, UBS Finance N.V., UBS Finance (Cayman Island) Ltd., and UBS Asset Management (Canada) Co.
In carrying on business as an investment counsel, portfolio manager or limited market dealer, the Company may from time to time in respect of securities of the Bank or other related issuers:
(a) act as an adviser or dealer in respect of such securities; and
(b) make recommendations in respect of such securities.
In addition, the Company may be involved in transactions where the Bank or other related parties may be:
(a) acting as principal or agent in respect of securities purchased or sold by or to clients of the Company, including without limitation through securities lending and/or securities repurchase arrangements; and
(b) participating in the distribution of securities sold to clients of the Company.
It is the policy of the Company to comply fully with all applicable securities laws and to make all required disclosure in acting as an adviser in respect of securities of the Bank and other related or connected issuers of the Company. The Company has a relationship with the persons, companies and funds listed in this statement. If you wish further information concerning the relationship between the Company and those listed persons, companies or funds, please contact us.
Statement of Registrant Relationships
In accordance with securities legislation provisions, the following disclosures are made for your information:
The Bank is one of the world's leading financial services organizations providing directly and through its subsidiaries a comprehensive range of financial services including commercial, retail and investment banking, lease and trade financing, wealth and asset management services, investment management services and trust services. The Bank and certain of such subsidiaries are registrants in Ontario.
In addition to being the principal shareholder of UBS Bank (Canada), which is the parent of the Company, the Bank is the principal shareholder of: UBS Financial Services Inc., UBS Asset Management (Canada) Co., UBS Securities Canada Inc., and UBS Securities LLC.
The Company may obtain trade execution and certain other services for client accounts from the Bank, UBS Investment Bank, UBS Securities Canada Inc., UBS Securities LLC and UBS Financial Services Inc. The Company may also obtain from or provide to the Bank and its subsidiaries, other management, administrative, referral and/or other services in connection with its ongoing business activities or the ongoing business activities of these companies or transactions completed by it or by these other companies. These relationships are subject to certain legislative and industry regulatory requirements, which impose restrictions on dealings between related registered companies, intended to minimize the potential for conflicts of interest resulting from these relationships. The Company has adopted internal policies and procedures, which supplement these requirements, including its policies on confidentiality of information and will make these available upon request. The Company has also adopted a Fairness Policy (see following) to apply in all situations where a securities demand exceeds its supply as well a Cross Trade policy (see following) that articulates the very narrow pre-conditions that must be met before a cross trade can be effected between client accounts.
Policy of Fairness in Allocation Investment Opportunities
In the course of managing a number of discretionary accounts, there arise occasions when the quantity of a security available at the same price is insufficient to satisfy the requirements of every account, or the quantity of a security to be sold is too large to be completed at the same price. Similarly, new issues of a security may be insufficient to satisfy the total requirements of all accounts.
Trade allocation must be determined on a basis that is fair, reasonable and equitable to all clients based on the Company's policies and client investment objectives and to avoid the appearance of favouritism or discrimination among clients in favour of a preferred client or group of clients.
Specifically, when placing orders, Portfolio Managers must specify a pre-determined number of shares or bonds for each identified account, or group of accounts, at the time the order is placed.
The executed portion of a transaction(s) (i.e. a partial fill) on the same trading day will be allocated by the appropriate trading desk personnel on a pro rata basis (to the nearest round trading lot) based on the original order.
Combining two or more accounts in one trade regardless of the Portfolio Manager involved, will be allocated by the appropriate trading desk personnel on a pro rata basis (to the nearest round trading lot) for all outstanding orders (for the same security on the same terms) at the time of the fill. Each account involved will receive a percentage of the executed portion of the partially filled order based upon each account's percentage of the entire order. The allocations will be made at the average execution price where there is more than one fill. For non-flat fee accounts, commissions will be allocated on a pro-rata basis.
There may be some circumstances where the automatic pro-rata apportionment may appear inappropriate. If an order is unreasonable as measured against the particular account's asset size and target weighting for the security in question, an exception to the order size method of allocation may be appropriate. The reasonableness of the target weighting will be assessed by a review of the investment guidelines of the particular account conducted by the Portfolio Manager and Chief Investment Officer if required.
For IPO's or new bond issues, where demand significantly exceeds supply, allocation based on order size may be inappropriate. Asset size and target weighting will be the allocation method used instead. If an IPO cannot be fairly allocated taking into account asset size and target weighting, it may be necessary to apply a prior IPO ownership pattern.
Cross trades can only be undertaken between accounts where evidence of suitability is documented. The security subject to the cross trade must be liquid.
Conflict of Interest Policy
The Company is a subsidiary of UBS Bank (Canada) which is a member of UBS AG and through affiliates undertakes a range of corporate banking, investment banking, securities underwriting, securities brokerage and trading and investment management activities. In these circumstances, concerns arise as to the conflicts of interest that may occur from the undertaking within the group of such a broad range of activities. In dealing with clients where these issues arise the guiding policy is that the client's interests are paramount and all dealings with affiliated companies must be on competitive terms.