Order implementation policy on financial instruments (here after referred to as the "Policy")

Order implementation policy on financial instruments (here after referred to as the "Policy") I. Field of application This Policy establishes the methodology set up and followed by the Intesa Sanpaolo Bank Luxembourg (hereafter referred to as "the Bank") in executing orders on behalf of professional or non-professional (retail ) clients, in order to take all reasonable measures to obtain the best result possible, in application of the Law of the Grand Duchy of Luxembourg dated 13 July 2007, entered into force as of the 1st of November 2007, which implements the European Directive 2004/39/EC ( Markets in Financial Instruments Directive MiFID ). The financial instruments, subjects of the present policy, are defined in appendix I, section c, of the Directive. The Policy also applies when the Bank receives and transmits orders to third parties for execution. This policy will not apply, or will only partially apply, in the event of serious disturbances of the financial markets, in the event of a breakdown of the concerned IT systems or in each situation where the capacity to execute the orders within the period allowed becomes the main factor. II. Scope of the best execution policy Best execution under MiFID applies to professional client, retail client and to all financial instruments dealt in the course of carrying out investment management business in the European Economic Area. It is a multifactorial test, with a requirement for The Bank to take all reasonable steps to consistently obtain the best possible result for clients through its order execution policy. For each individual transaction, this obligation is to be considered as an obligation of means and not of outcome. Nevertheless, the Bank may, at the customer s request, provide all necessary information showing that it has complied with its best execution obligation. The Bank s order execution policy ensures that regulatory and industry best practice is followed by the criteria defined below. III. Specific instructions from the client Each time a specific instruction is given by the clients, the Bank will execute the order according to their instruction. The specific instructions given by a client may prevent the Bank, insofar as the elements covered by these instructions are concerned, from undertaking the measures planned for and applied within the framework of its implementation policy in order to obtain the best possible result due to the execution of these orders. Consequently, in the case of a client issuing a specific execution order instruction, the Bank cannot be held responsible under any circumstances for not having taken all reasonable measures to obtain the best possible result. 1

IV. General factors In absence of specific instructions from clients and in order to guarantee the best possible result, always on the basis of the available execution channels, the Bank takes into account the following factors (hereafter referred to as the "Factors"), in a priority order depending on the execution methods, criteria and principles explained in the following chapters: Price Cost or commissions of execution The current liquidity for the relevant instrument The size and nature of the order Market impact of the transaction The quality of order execution Financial status, responsibility and solvency of the counterparty The quality and efficiency of the settlement process post execution V. Description of the order implementation criteria In order to satisfy its customers needs, The Bank offers a full range of services and executes orders involving a wide variety of financial instruments. As a result, THE BANK may act as an intermediary for the customer receiving and transmitting orders for execution by a third-party THE BANK as a receiver/transmitter of orders Order execution terms may vary according to financial instruments and their specific characteristics, even when The Bank is acting simply as an intermediary. As part of its best execution obligations towards its customers, the Bank shall transmit customer orders swiftly and in order of arrival, unless the nature of the order or market conditions make it impossible acting in this way or the interests of the customers require a different course of action. The Bank will act with due competence, care and diligence in selecting and appointing the exchange members / counterparties that will execute the transactions. In particular, it will assess the market expertise and reputation of the exchange member/counterparty in question, be it internal or external to the the Bank group, as well as their capacity to ensure the best execution of transmitted orders within the meaning of this policy. THE BANK has selected counterparties that take all reasonable steps to obtain, when executing customer orders, the best possible result taking into account the following factors, in order of priority: Total cost, meaning the price of the financial instrument plus the costs related to execution. the Bank s commissions are structured in order to make any choice of potential counterparties non influential. Speed; the greater the standardisation of the product and the more liquid the market, the faster the execution will be. The likelihood of execution and the size of the order: for non-standard transactions, particularly those that are significantly larger than are normally traded on the relevant regulated market, THE BANK may suggest that the customer seeks a price outside of 2

the bid/ask price on the exchange in question. In this specific case, the customer order may not be executed as if it were in the order book of the said exchange. On some foreign exchanges, secure settlement may take priority in order to ensure the proper execution and settlement of the transaction. The Bank reserves the right to cease transmitting or executing clients orders on any market or venue or by any exchange member/counterparty presenting recurring problems with settlement and delivery. The Bank will inform its clients of any amendment to its provisions in terms of order execution or the present order execution Policy. This order of priority may change under certain circumstances. The Bank may choose another order of priority from the above list according to market conditions, the type of order and in compliance with its obligation to obtain the best possible result for its customers. Indeed, the price does not necessarily represent the most important factor. In some cases, other more important factors may result, so that the execution at a price that does not correspond to the best price available does not necessarily violate the present policy. The Bank executing orders When executing orders, the Bank takes all reasonable steps to deliver the best possible result for the clients, based on the following criteria: Price of the financial instrument; the Bank undertakes to provide a fair price, taking into account precise market parameters and market conditions prevailing at the time the order is transmitted; to this end, the Bank has taken the necessary means for permanent access to specialist centres dedicated to these transactions; the Bank may act as principal, provided that best execution at the time the order is handled is granted. Speed of execution. The likelihood of execution and the size of the order. VI. Selection of the execution venue By taking into account the factors and criteria previously mentioned, the Bank applies the most appropriate execution venue, according to the type of financial instrument: 1) Listed equities and similar instruments: The Bank s preferred execution venues for listed equities and similar instruments are the regulated markets, alternative trading systems, Multilateral Trading Facilities and Dark Pools based on the principle of the most liquid exchange. In addition, the preferred execution venues for ETFs and Closed-End Funds are the regulated and the over-the-counter markets, unless the client instructs the execution venue ex-ante. In the case of orders to sell equities, the execution venue shall, for reasons linked to the cost of execution, be determined mainly by the place in which the securities in question are deposited. 1. 1 See Attached list of the markets on which listed shares are dealt and Authorized Brokers List 3

2) Bonds: The Bank s preferred execution venues for bonds are the over-the-counter markets. However, the Bank reserves the right to execute bond orders on regulated markets or an MTF provided that does not constitute a disadvantage to the Customer. The execution of bond orders may depend on the liquidity of the market. 2 3) Collective Investment Undertakings: The Bank executes the Investment Funds orders if they are eligible to the negotiation on the following systems : All Funds, Vestima (Clear Stream) and Transfer Agent. The rapidity of execution of such orders is dependent on the calculation of the NAV as provided for in the prospectus. 4) Forex Forward (including NDF) : As far as foreign currencies are concerned, the Bank executes the orders under the best possible conditions by using international first-rate market makers / liquidity providers, holding the settlement probability as principal element of choice, always in the respect of what is expected in the context of the best execution. 5) Other financial instruments: There are no general principles applicable and therefore best execution principle has to be adapted to each financial instrument, following criteria listed at previous chapters. Best execution requirements may be more complex to achieve for orders relating to structured products and non-listed financial instruments in general. VII. General provisions 1) Monitoring the efficiency and respect of this Policy The Bank monitors the efficiency of the provisions taken in terms of order execution and the order implementation policy so as to discover lapses and remedy them if necessary. In particular, it will regularly examine whether the implementation systems planned in its order implementation policy enable the best possible results to be obtained for the client or if its provisions, in terms of execution, should be modified. The Bank will inform its clients of any amendment to its provisions in terms of order execution or the order execution Policy. 2) Reviewing of this Policy The Bank will review its order execution policy at least on an annual basis. Nevertheless, the Bank will re-examine its best execution policy in the event of any substantial change which affect the Bank s capacity to obtain the best possible results in the execution of its clients orders on a consistent basis. 2 See Attached Authorized Counterparties List 4

The Bank will inform its clients of any amendment to its provisions in terms of order execution or the order execution Policy. 3) Consent After the date of enforcement of this document and according to the General Terms and Conditions of the Bank about amendments notifications, each order passed by the Bank on behalf of a client implies his/her implicit consent to this Policy. Furthermore, according to the General Terms and Conditions of the Bank, the client expressly authorises the Bank to: - execute operations outside regulated markets or MTFs, including instruments admitted on regulated markets or the MTF; - decide whether to publicise the limited order not yet executed on shares admitted to trading on a regulated market. 4) Date of enforcement This last version of the order implementation policy on the Bank s financial instruments comes into effective from 30 June 2015. 5) Versions The only authentic version of this "Order implementation policy on financial instruments" is the French version. In the event contradicting versions in different languages, the French version will prevail. 5

Annexe 1 AUTHORIZED BROKERS LIST 2016 AMIAS BERMAN AUREL ETC POLLAK CANTOR FITZGERALD CHALKHILL PARTNERS CONDUIT CAPITAL MARKET EFG FINANCIAL PRODUCTS ICAP DEUTSCHLAND INVESTEC INVICTA SECURITIES KEPLER CAPITAL MKT KEPLER CHEUVREUX KLIEM MARZOTTO SIM NEWEDGE ODDO & CIE RIA CAPITAL MARKETS STIFEL NICOLAUS EUROPE TRADITION SA TRADITION SIM TRADITION UK LTD TULLET TOKYO VANTAGE CAPITAL MARKET WALLICH MATTHES 6

Annexe 2 AUTHORIZED COUNTERPARTIES LIST 2016 ABAX BANK ABN AMRO ANZ JP MORGAN KBC KBL LUX B. POP. EMILIA ROMAGNA (ARCA /MELIORB.) LANDES BK BADEN BANCA AKROS LLOYDS BANCA IMI MEDIOBANCA BANCA PROFILO BANCO BILBAO VIZCAYA BANCO BPI BANK OF AMERICA / MERRIL LINCH BANQUE DEGROOF BANQUE INTERNATIONAL SA - BIL BARCLAYS BANK BAYERISCHE LANDESBANK BCEE BELFIUS BANK NV BNP PARIBAS CALYON CITIGROUP COMMERZBANK / DRESDNER COMMONWEALTH BK AUSTRALIA CREDIT SUISSE FIRST BOSTON DAIWA SECURITIES DANSKE BANK A/S DEUTSCHE BANK DZ BANK FFM GOLDMAN SACHS HELABA HSBC ING IST. CENT. BANCHE POPOLARI ITALIANE JEFFERIES GROUP MERCK FINK MITSUBISHI UFJ MIZUHO INTERNATIONAL MONTE PASCHI MORGAN STANLEY NATIONAL BANK OF CANADA NATIXIS NIKKO SMBC NOMURA NORDDEUTSCHE LANDESBANK OPPENHEIMER RABOBANK ROYAL BANK OF CANADA ROYAL BK OF SCOTLAND RZB WIEN SANTANDER GBM SCOTIA CAPITAL EUROPE SNS SEC NV SOCIETE GENERALE STANCHART TORONTO DOMINION BK UBS UNICREDITO HVB WELLS FARGO SECURITIES WESTPAC BANKING ZURCHER KANTONALBANK 7

Equity desk Brokers / Markets Italy Europe US & Canada Developed markets (excluding the three Emerging markets Frontier markets ETF Investment Funds preceding colums) Private Banking ISPB Lux Private Banking ISPB Lux Private Banking ISPB Lux Private Banking ISPB Lux Morgan Stanley Private Banking ISP Lugano Private Banking ISP Lugano Private Banking ISP Lugano Private Banking ISP Lugano Private Banking ISP London Private Banking ISP London Private Banking ISP London Financial institution Financial institution Financial institution Financial institution Financial institution Private Banking ISPB Lux Private Banking ISPB Lux Private Banking ISPB Lux Banca IMI Private Banking ISP Lugano Private Banking ISP Lugano Private Banking ISP Lugano Private Banking ISP London Private Banking ISP London Private Banking ISP London Financial institution Financial institution Financial institution HSBC JP Morgan UBS Citigroup Barclays Crédit Suisse Merrill Lynch Institnet Deutsche Bank Intermonte Banca Akros Oppenheimer Wells Fargo Standford Bernstein Macquarie Bank of China Orient Finance ISP Belgrade Equita Exane Kepler Chevreux Mainfirst Mediobanca Fidentis Goldman Sachs Stifel Nicolaus Flow Traders Unicredit HVB Knight Capital Commerzbank Jane Street Private Banking ISPB Lux Vestima Clearstream Private Banking ISP Lugano Intesa SanPaolo Spa Allfunds Private Banking ISP London Private Banking ISPB Lux Several Transfert Agents Private Banking ISP Lugano Intesa SanPaolo Spa Annexe 3 8