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OpenTerms Syntax Issue 02

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Noel Fessey

OpenTerms provides a basis for asset managers, their clients and their intermediaries to describe terms of business, including fees, commissions and distribution rights. It enables companies to prepare commercial term sheets using document assembly software, and to deliver output as printable documents and XML data files. OpenTerms is derived from the "Dematerialised Mutual Fund Sales Agreements" industry project. It has been extended to provide support for segregated accounts, fee calculations based on cash flow adjustments, performance fees, fund platforms and many other features. OpenTerms can be used free of charge under a Creative Commons Attribution 3.0 licence.

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OpenTerms project Operational work stream Syntax and semantic definitions Issue 02 12 July 2016 © Schroders plc 2016 This work derived from the work produced by the DMFSA collaboration project, which continues as the OpenTerms project, and is licensed under a Creative Commons Attribution 3.0 License and you may use, copy, distribute, transmit and adapt it (including for your own commercial purposes) under the terms of that licence. ISO 20022 components have been used where possible to aid compatibility with global financial messaging standards.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 2 Contents Part 1: Introduction Part 2: Synoptic charts of the terms of business syntax Part 3: Syntax rules listed in alphabetic order Part 4: The periodic charge formula Part 5: Cash flow adjustments for segregated mandates Part 6: Syntax semantic definitions Part 7: HoldingValue function reference
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 3 Part 1: Introduction This document defines a syntax and provides a semantic reference for preparing documents to describe the terms of business between an asset manager and its clients regardless of whether the clients are subscribing to a pooled fund or a segregated account. The textual listing of the syntax at Part 3 of this document complies with ISO/IEC 14977. A description of that standard including guidance on how to read it is available on the Internet. Those who are not familiar with the standard will find the synoptic charts at Part 2 easier to read initially. The following paragraphs offer a short introduction to how to read the syntax. The syntax uses a simple set of rules to describe terms of business. Rules have a left-hand-side, a right-hand-side and a separation character "=", which indicates that the left-hand-side of the rule has the meaning given by the terms on the right-hand-side. For example, the first and most important rule is: Terms = Company, {Company}, Counterparty, {Counterparty}, Agreement, [Product, {Product}, {ProductExclusion}], [Market, {Market}, {MarketExclusion}], {TransactionChargeSet}, {PeriodicChargeSet}, {Payment}, {Report}; which means that terms of business are defined by the company and the counterparty who made them, some legal terms, the products and markets to which the terms will apply, the charges and payment mandates, etc. The syntax commonly uses the following forms of control in its rules: Sequence Items appear in a rule from left to right, separated by commas; their order is important. Choice Alternative items are separated by the "|" character. One item is chosen from the list of alternatives; their order is not important. Option Optional items are enclosed between the characters "[" and "]"; the item can be included or discarded. Repetition A repeatable item is enclosed between the characters "{" and "}"; the item can be repeated zero or more times. Iteration Limited iteration is indicated by the "*" character. For example, 4 * 'x' means that the symbol 'x' must be included four times. The rules also use the following special characters: Quotation A term enclosed within single quotes stands for itself. For example, 'Clearstream' means Clearstream Bank. Group Some terms are grouped together in round brackets (like this) in order to ensure the desired precedence between operators or to make a rule easier to read. Termination A semi-colon ";" is used to mark the end of a rule. Line breaks are sometimes used to make the rules easier to read; they have no special meaning.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 4 Part 2: Synoptic charts of the terms of business syntax Chart 1: Terms. Chart 2: TransactionChargeSet. Chart 3: PeriodicChargeSet. Chart 4: PeriodicCharge. Chart 5: PeriodicChargeType. Chart 6: HoldingAddress, HoldingValue, CashFlow. Chart 7: Payment and Report. The synoptic charts help the reader to understand the scope and the pattern of the syntax. They also show some of the constraints on the syntax (i.e., in what circumstances some terms should not be used). In the case of a disagreement between a synoptic chart and the syntax, the syntax will prevail.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 5 Terms Company PartyIdentification Counterparty PartyIdentification OfferRights PublicOffer PrivatePlacement PublicOfferAndPrivatePlacement DelegationPermitted OfferRightsNarrative OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 1 Draft number: 17 Date: 12 July 2016 Origin: Terms (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B CompanyCapacity 0..1 1..N Affiliate 0..N 1..N Agreement ExecutionDate LegalAspects Product Market TransactionChargeSet PeriodicChargeSet Payment Report 0..N 0..N 0..N 0..N See chart 2 below See chart 3 below See chart 7 below See chart 7 below ISINAndDescription 0..N Country Proprietary 0..N AgreementID VersionNumber OtherID ApplicableLawAndJurisdiction TermAndTermination Term TerminationNotice Days Months CounterpartyCapacity ContactDetails ContactDetails 1..N 1..N CompanyCapacityCode Proprietary LegalRepresentative ManagementCompany GlobalDistributor OfferRightsAndDelegation Proprietary OfferRightsCode NoneCounterpartyCapacityCode Proprietary Platform Distributor IntroducingAgent ProductPackager InstitutionalInvestor LegalTerms LegalVariation 0..N Law Jurisdiction Country Name ISIN Description Platform 0..1 0..1 FixedTermMonths Open ▼▼ URL URL ▼ ▼ ▼ ▼ ▼ ▼ ▼ 0..1 0..1 0..1 0..1 PlacementAgent CentralisingAgent MostFavouredTerms 0..1 ProductExclusion 0..N MarketExclusion ▼ ▼ PartyIdentification AccessionDate SecessionDate ContactDetails 1..N 0..N ▼ ▼ 0..1 0..1 1..N 1..N 0..N
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 6 TransactionChargeSet TransactionChargeSetNumber TransactionCharge PaymentCurrency ShareClassCurrency SettlementWithin TimeLimitBusinessDays TimeLimitCalendarDays 1..N DeMinimisPayment BaseCurrency Other RetrospectiveAdjustmentDeadline TimeLimitMonths Other Currency Threshold 0..1 0..1 0..1 PaymentCurrencyBasis Currency MandateCurrency InvestmentCurrency LatePaymentPenalty 0..1 TransactionChargeType RateTransactionChargeCode Proprietary FrontEndLoad BackEndLoad Switch ▼ ISIN Description 0..1 ▼ HoldingAddressPath HoldingAddressNumber Account HoldingAddressPath TransactionChargeHoldingAddress DefinedLater HoldingAddressPath HoldingAddressNumber 1..N ShareClass SubFund Fund ProductAggregationType Product ISINAndDescription OtherID 1..N URL ▼ RateTransactionCharge TermStartDate Date FirstInvestment TermEndDate Date Open Product ISINAndDescription 1..N TransactionChargeHoldingAggregation TransactionChargePeriod Weekly Monthly Quarterly HalfYearly Yearly Discount CounterpartyShare CompanyShare OtherID SemiMonthly TransactionChargeNumber TransactionChargeHolding TransactionChargeHoldingAddress DefinedLater 1..N ProductAggregationTransactionChargeAggregation 0..1 URL RateTable FlatBand SlidingScaleReferenceCurrency RateTableRow 1..N Threshold Rate RateMethod Movement FixedCharge FixedChargeType Amount Currency FixedChargeDescription FixedChargeCode Proprietary BenchmarkChange MinimumPeriodicCharge* * Not for transaction charges OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 2 Draft number: 17 Date: 12 July 2016 Origin: TransactionChargeSet (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B PenaltyRate BaseRate ▼ ProductExclusion 0..N ISIN Description a 0..1 a ProductExclusion 0..N ▼ ▼ TransactionChargeSetName 0..1 TransactionChargeName 0..1
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 7 PeriodicChargeSet PeriodicChargeSetNumber PeriodicCharge 1..N TerminationMode See chart 4 below TerminationType RunOff PeriodMonths AdmitNewPositions CompanyAutoPay CounterpartyInvoice OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 3 Draft number: 17 Date: 12 July 2016 Origin: PeriodicChargeSet (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B PaymentCurrency ShareClassCurrency SettlementWithin TimeLimitBusinessDays TimeLimitCalendarDays DeMinimisCharge BaseCurrency Other RetrospectiveAdjustmentDeadline TimeLimitMonths Other Currency Threshold 0..1 0..1 0..1 PaymentCurrencyBasis Currency DeMinimisPayment Currency Threshold 0..1 PaymentMechanism CoTerminusAgreement Survive NestedCharges 0..1 MandateCurrency InvestmentCurrency PeriodicChargeSetName 0..1
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 8 PeriodicCharge PeriodicChargeNumber TermStartDate Date FirstInvestment TermEndDate Date Open 1..N OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 4 Draft number: 17 Date: 12 July 2016 Origin: PeriodicCharge (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B Product ISINAndDescription 1..N OtherID PeriodicChargeHolding PeriodicChargeHoldingDetails DefinedLater HoldingAddress HoldingValue ISIN Description 0..1 URL ▼ Discount FixedCharge PerformancePeriodicCharge VolumePeriodicCharge FeeSharePeriodicCharge PeriodicChargeType Payee 0..1 Company CounterpartySee chart 5 below See chart 5 below See chart 5 below See chart 5 below CashFlow See chart 6 below See chart 6 below PeriodicChargeHoldingAggregation Account HoldingAddressPath PeriodicChargeHoldingDetails DefinedLater 1..N HoldingAddress HoldingValue ShareClass SubFund Fund ProductAggregation ProductAggregationType Product ISINAndDescription OtherID 1..N ISIN Description PeriodicChargeAggregation 0..1 0..1 URL ▼ See chart 6 below CashFlow See chart 6 below See chart 6 below See chart 6 below PeriodicChargePeriod Weekly Quarterly HalfYearly Yearly PeriodDays YearDays CalendarDays365 CalendarDays366 StandardYear360 CalendarDays365 CalendarDays366 StandardYear360 StandardYear365.25 Monthly CalculationFrequency Daily Monthly Quarterly HalfYearly Yearly Weekly PartialChargePeriodConvention Long Short ProductExclusion 0..N ▼ ProductExclusion 0..N ▼ PeriodicChargeName 0..1
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 9 OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 5 Draft number: 17 Date: 12 July 2016 Origin: PeriodicChargeType (several) (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B FeeSharePeriodicCharge FeeSharePeriodicChargeCode LookupFrequency PerformancePeriodicCharge Proprietary RateTable 0..1 FlatBand SlidingScaleReferenceCurrency RateTableRow 1..N Threshold Rate RateMethod ManagementFee DistributionFee Management+DistributionFee TotalExpenseRatio VolumePeriodicCharge VolumePeriodicChargeCode LookupFrequency Proprietary RateTable 0..1 FlatBand SlidingScaleReferenceCurrency RateTableRow 1..N Threshold Rate RateMethod TrailerFee IntermediaryServiceFee ItalianSubjectInChargePlacementFee FranceCentralisingAgentFee ManagementFee CustodyFee ReferralFee AdvisoryFee RealEstateFundFee LifeCompanyFee ParticipationRate OutPerformBenchmark PortfolioReturnMeasure Hurdle HighWaterMark OutPerformCap PerformancePeriod SeriesAccounting SpecialConditions 0..1 0..1 0..1 0..1 Description TickerIdentifier CompareMethod 0..1 Arithmetic Geometric TermStartDate Date FirstInvestment TermEndDate Date Open PerformanceMeasurementDate Month Day PerformancePeriodType PerformancePeriodTypeCode PerformancePeriodStartConvention PerformancePeriodHurdleConvention PerformancePeriodYears 0..1 0..1 Fixed Extensible Rolling PerformancePeriodStartConventionCode Proprietary Neutral Progressive AdaptiveSimple Compound FixedCharge FixedChargeType Amount Currency FixedChargeDescription FixedChargeCode Proprietary BenchmarkChange MinimumPeriodicCharge Not for transaction charges▼ ▼ ▼ ▼ 1..N OngoingCharge TotalExpenseRatioCap OngoingChargeCap
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 10 HoldingAddressType HoldingAddressPath ClearstreamBankLuxembourg Euroclear FundSettle HoldingAddressNumber SharedAccount SharedAccountHoldingUpdateFrequency 0..1 HoldingCount Daily Monthly Quarterly HalfYearly Yearly MonthEndMean QuarterEndMean HalfYearEndMean YearEndMean Monthly Quarterly HalfYearly Yearly ApplicableNAV ReferHoldingCount ReferCalculationLookupFrequency Daily EligiblePosition IncrementalTrade DecrementalTrade Weekly WeekEndMean SpecialInstructions 0..1 0..1 TradeDate SettlementDate TradeDate SettlementDate OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 6 Draft number: 17 Date: 12 July 2016 Origin: HoldingAddress, HoldingValue, CashFlow (Open Terms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B HoldingAddress HoldingValue Platform PlatformCode Proprietary CrestCo DeutscheBorseClearingAG CaisseInterprofessionelleDepotsVirementsTitres FinnishCentralSecuritiesDepositoryLtd SICOVAM NECIGEF Weekly Daily ▼ CashFlow CashFlowType CashFlowThresholdRelative CashFlowThresholdAbsolute Straight Backward Amount Currency 0..1 0..1
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 11 OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 7 Draft number: 17 Date: 12 July 2016 Origin: Payment, Report (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B Payment PaymentNumber ProRataPaymentInstrument PayThruFund CreditTransferDetails ChequeDetails PayThruFundType Reference AgreementSectionCrossReference 0..1 1..N PayThruFundSingleAccount PayThruFundSet 1..N HoldingAddressPath HoldingAddressNumber PayThruFundPayment 1..N ISINAndDescription Ratio TransactionChargeNumber PeriodicChargeNumberReference 0..1 Currency IntermediaryAgent1 IntermediaryAgent1Account IntermediaryAgent2 IntermediaryAgent2Account CreditorAgent CreditorAgentAccount Creditor CreditorAccount AgreementSectionCrossReference 1..N TransactionChargeNumber PeriodicChargeNumber 0..1 0..1 0..1 0..1 0..1 0..1 0..1 Reference Currency PayeeID AgreementSectionCrossReference 1..N TransactionChargeNumber PeriodicChargeNumber 0..1 Report ReportNumber ReportMethod PostalAddress EmailAddress FaxNumber Other 1..N AgreementSectionCrossReference 1..N TransactionChargeNumber PeriodicChargeNumber HoldingAddressPath HoldingAddressNumber ISIN Description a a 0..1 SpecialInstructions 0..1 ▼ ▼ ▼ ▼ ▼ ▼ ▼ ▼ ▼ DirectDebitDetails Reference 0..1 Currency Debtor ▼ DebtorAccount ▼ AgreementSectionCrossReference 1..N 0..1 TransactionChargeNumber PeriodicChargeNumber 0..1 SpecialInstructions 0..1 PaymentName 0..1 ReportName 0..1
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 12 Part 3: Syntax rules listed in alphabetic order Terms = Company, {Company}, Counterparty, {Counterparty}, Agreement, [Product, {Product}, {ProductExclusion}], [Market, {Market}, {MarketExclusion}], {TransactionChargeSet}, {PeriodicChargeSet}, {Payment}, {Report}; Affiliate = PartyIdentification, {PartyIdentification}, [AccessionDate, [SecessionDate]], {ContactDetails}; Agreement = AgreementID, VersionNumber, [ExecutionDate], [LegalAspects], [TermAndTermination]; AgreementSectionCrossReference = TransactionChargeNumber | PeriodicChargeNumber; ApplicableLawAndJurisdiction = Law, Jurisdiction; ApplicableNAV = 'ReferHoldingCount' | 'ReferCalculationLookupFrequency' | 'Daily';1 CalculationFrequency = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly';2 CashFlow = CashFlowType, [CashFlowThresholdRelative], [CashFlowThresholdAbsolute]; CashFlowThresholdAbsolute = Amount, Currency; CashFlowType = 'Straight' | 'Backward'; 3 ChequeDetails = [Reference], Currency, PayeeID, AgreementSectionCrossReference, {AgreementSectionCrossReference}; Company = PartyIdentification, {PartyIdentification}, [CompanyCapacity], ContactDetails, {ContactDetails}; CompanyCapacity = CompanyCapacityCode | Proprietary; CompanyCapacityCode = 'LegalRepresentative' | 'ManagementCompany' | 'GlobalDistributor' | 'Platform';4 CompareMethod = 'Arithmetic' | 'Geometric';5 ContactDetails = Name, [Title], [GivenName], [Role], [PhoneNumber], [FaxNumber], [EmailAddress], [SpecialInstructions]; Counterparty = PartyIdentification, {PartyIdentification}, [OfferRights], CounterpartyCapacity, {Affiliate}, ContactDetails, {ContactDetails}; CounterpartyCapacity = CounterpartyCapacityCode | Proprietary; CounterpartyCapacityCode = 'Platform' | 'Distributor' | 'IntroducingAgent' | 'ProductPackager' | 'InstitutionalInvestor' | 'PlacementAgent' | 'CentralisingAgent';6 CreditTransferDetails = [Reference], Currency, [IntermediaryAgent1], [IntermediaryAgent1Account], [IntermediaryAgent2], [IntermediaryAgent2Account], [CreditorAgent], [CreditorAgentAccount], [Creditor], CreditorAccount, AgreementSectionCrossReference, {AgreementSectionCrossReference}; DecrementalTrade = 'TradeDate' | 'SettlementDate';7 DeMinimisCharge = Currency, Threshold; DeMinimisPayment = Currency, Threshold; DirectDebitDetails = [Reference], Currency, [Debtor], DebtorAccount, AgreementSectionCrossReference, {AgreementSectionCrossReference}; EligiblePosition = IncrementalTrade, DecrementalTrade, [SpecialInstructions]; FeeSharePeriodicCharge = FeeSharePeriodicChargeCode | Proprietary, RateTable, [LookupFrequency]; FeeSharePeriodicChargeCode = 'ManagementFee' | 'DistributionFee' | 'Management+DistributionFee' | 'TotalExpenseRatio' | 'OngoingCharge' | 'TotalExpenseRatioCap' | 'OngoingChargeCap';8 FixedCharge = FixedChargeType, Amount, Currency; FixedChargeType = FixedChargeDescription | FixedChargeCode | Proprietary; FixedChargeCode = 'BenchmarkChange' | 'MinimumPeriodicCharge';9 HoldingAddress = HoldingAddressType, HoldingAddressNumber, SharedAccount, [SharedAccountHoldingUpdateFrequency], [EligiblePosition]; HoldingAddressType = HoldingAddressPath | Platform; HoldingCount = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly' | 'WeekEndMean' | 'MonthEndMean' | 'QuarterEndMean' | 'HalfYearEndMean' | 'YearEndMean';10 HoldingValue = HoldingCount, ApplicableNAV; IncrementalTrade = 'TradeDate' | 'SettlementDate';7
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 13 ISINAndDescription = ISIN, [Description]; Jurisdiction = Country, [Name]; LatePaymentPenalty = PenaltyRate, BaseRate; LegalAspects = LegalTerms, {LegalVariation}, ApplicableLawAndJurisdiction, [MostFavouredTerms]; LookupFrequency = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly';11 Market = Country | Proprietary | URL; MarketExclusion = Market; OfferRights = OfferRightsAndDelegation | Proprietary | OfferRightsNarrative; OfferRightsAndDelegation = OfferRightsCode, DelegationPermitted; OfferRightsCode = 'PrivatePlacement' | 'PublicOffer' | 'PublicOfferAndPrivatePlacement' | 'None';12 OutPerformBenchmark = Description, [TickerIdentifier], CompareMethod; PartialChargePeriodConvention = 'Long' | 'Short';13 PartyIdentification = AnyBIC | LEIIdentifier | ProprietaryID | NameAndAddress; Payee = 'Company' | 'Counterparty';14 Payment = PaymentNumber, [PaymentName], PaymentInstrument; PaymentCurrency = PaymentCurrencyBasis | Currency; PaymentCurrencyBasis = 'BaseCurrency' | 'ShareClassCurrency' | 'MandateCurrency' | 'InvestmentCurrency';15 PaymentInstrument = PayThruFund | CreditTransferDetails | ChequeDetails | DirectDebitDetails, [SpecialInstructions]; PaymentMechanism = 'CompanyAutoPay' | 'CounterpartyInvoice';16 PayThruFund = PayThruFundType, [Reference], AgreementSectionCrossReference, {AgreementSectionCrossReference}; PayThruFundSet = HoldingAddressPath, HoldingAddressNumber, PayThruFundPayment, {PayThruFundPayment}; PayThruFundPayment = ISINAndDescription, [Ratio]; PayThruFundSingleAccount = HoldingAddressPath, HoldingAddressNumber; PayThruFundType = 'ProRata' | PayThruFundSingleAccount | (PayThruFundSet, {PayThruFundSet}); PerformanceMeasurementDate = Month, Day; PerformancePeriod = TermStartDate, TermEndDate, PerformanceMeasurementDate, PerformancePeriodType, PerformancePeriodYears; PerformancePeriodHurdleConvention = 'Simple' | 'Compound';17 PerformancePeriodicCharge = ParticipationRate, [OutPerformBenchmark], PortfolioReturnMeasure, Hurdle, HighWaterMark, [OutPerformCap], PerformancePeriod, SeriesAccounting, [SpecialConditions]; PerformancePeriodStartConvention = PerformancePeriodStartConventionCode | Proprietary; PerformancePeriodStartConventionCode = 'Neutral' | 'Progressive' | 'Adaptive';18 PerformancePeriodType = PerformancePeriodTypeCode, [PerformancePeriodStartConvention], [PerformancePeriodHurdleConvention]; PerformancePeriodTypeCode = 'Fixed' | 'Extensible' | 'Rolling';19 PeriodDays = 'CalendarDays365' | 'CalendarDays366' | 'StandardYear360';20 PeriodicCharge = PeriodicChargeNumber, [PeriodicChargeName], PeriodicChargeType, TermStartDate, TermEndDate, Product, {Product}, {ProductExclusion}, PeriodicChargeHolding, [PeriodicChargeAggregation], CalculationFrequency, PeriodicChargePeriod, PartialChargePeriodConvention, PeriodDays, YearDays, Payee, Discount, FeeSharePeriodicCharge | VolumePeriodicCharge | PerformancePeriodicCharge | FixedCharge; PeriodicChargeAggregation = ProductAggregation, PeriodicChargeHoldingAggregation; PeriodicChargeHolding = (PeriodicChargeHoldingDetails, {PeriodicChargeHoldingDetails}) | 'DefinedLater'; PeriodicChargeHoldingAggregation = 'Account' | HoldingAddressPath | (PeriodicChargeHoldingDetails, {PeriodicChargeHoldingDetails}) | 'DefinedLater'; PeriodicChargeHoldingDetails = HoldingAddress, (HoldingValue | CashFlow); PeriodicChargePeriod = 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly';21
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 14 PeriodicChargeSet = PeriodicChargeSetNumber, [PeriodicChargeSetName], PeriodicCharge, {PeriodicCharge}, [NestedCharges], PaymentCurrency, [SettlementWithin], [RetrospectiveAdjustmentDeadline], [DeMinimisCharge], [DeMinimisPayment], PaymentMechanism, TerminationMode; Platform = PlatformCode | Proprietary; PlatformCode = 'ClearstreamBankLuxembourg' | 'Euroclear' | 'FundSettle' | 'CrestCo' | 'DeutscheBorseClearingAG' | 'CaisseInterprofessionelleDepotsVirementsTitres' | 'FinnishCentralSecuritiesDepositoryLtd' | 'SICOVAM' | 'NECIGEF';22 PortfolioReturnMeasure = 'Net' | 'Gross';23 Product = ISINAndDescription | OtherID | URL; ProductAggregation = ProductAggregationType | (Product, {Product}, {ProductExclusion}); ProductAggregationType = 'ShareClass' | 'SubFund' | 'Fund';24 ProductExclusion = Product; RateTransactionCharge = RateTransactionChargeCode | Proprietary, RateTable; RateTransactionChargeCode = 'FrontEndLoad' | 'BackEndLoad' | 'Switch' | 'Movement';25 RateMethod = 'FlatBand' | 'SlidingScale';26 RateTable = RateMethod, ReferenceCurrency, RateTableRow, {RateTableRow}; RateTableRow = Threshold, Rate; Report = ReportNumber, [ReportName], ReportMethod, {ReportMethod}, AgreementSectionCrossReference, {AgreementSectionCrossReference}, [SpecialInstructions]; ReportMethod = PostalAddress | EmailAddress | FaxNumber | Other; RetrospectiveAdjustmentDeadline = TimeLimitMonths | Other; RunOff = PeriodMonths, AdmitNewPositions; SettlementWithin = TimeLimitBusinessDays | TimeLimitCalendarDays | Other, [LatePaymentPenalty]; SharedAccountHoldingUpdateFrequency = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly';27 Term = FixedTermMonths | 'Open'; TermAndTermination = Term, TerminationNotice; TermEndDate = Date | 'Open'; TerminationMode = TerminationType | RunOff; TerminationNotice = Days | Months; TerminationType = 'CoTerminusAgreement' | 'Survive';28 TermStartDate = Date | 'FirstInvestment'; TransactionCharge = TransactionChargeNumber, [TransactionChargeName], TransactionChargeType, TermStartDate, TermEndDate, Product, {Product}, {ProductExclusion}, TransactionChargeHolding, [TransactionChargeAggregation], TransactionChargePeriod, Discount, CounterpartyShare, CompanyShare; TransactionChargeAggregation = ProductAggregation, TransactionChargeHoldingAggregation; TransactionChargeHolding = (TransactionChargeHoldingAddress, {TransactionChargeHoldingAddress}) | 'DefinedLater'; TransactionChargeHoldingAddress = HoldingAddressPath, HoldingAddressNumber; TransactionChargeHoldingAggregation = 'Account' | HoldingAddressPath | (TransactionChargeHoldingAddress, {TransactionChargeHoldingAddress}) | 'DefinedLater'; TransactionChargePeriod = 'Weekly' | 'SemiMonthly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly';29 TransactionChargeSet = TransactionChargeSetNumber, [TransactionChargeSetName], TransactionCharge, {TransactionCharge}, PaymentCurrency, [SettlementWithin], [RetrospectiveAdjustmentDeadline], [DeMinimisPayment]; TransactionChargeType = RateTransactionCharge | FixedCharge; VolumePeriodicCharge = VolumePeriodicChargeCode | Proprietary, RateTable, {RateTable}, [LookupFrequency]; VolumePeriodicChargeCode = 'TrailerFee' | 'IntermediaryServiceFee' | 'ItalianSubjectInChargePlacementFee' | 'FranceCentralisingAgentFee' | 'ManagementFee' | 'CustodyFee' | 'ReferralFee' | 'AdvisoryFee' | 'RealEstateFundFee' | 'LifeCompanyFee';30 YearDays = 'CalendarDays365' | 'CalendarDays366' | 'StandardYear360' | 'StandardYear365.25';31
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 15 Important: the syntax does not fully define every term in the above table through a separate rule as you would expect if it was complied strictly in accordance with ISO/IEC 14977. These "missing terms" are defined as ISO 20022 types or otherwise derived from another rule within Part 6 of this document. Notes for converting the syntax into an XML schema Certain enumerated types are implemented in ISO 20022 through the following code lists: 1 ApplicableNAV1Code = 'RECF' | 'DAIL' | 'REHC'; 2 PeriodicChargeCalculationFrequency1Code = 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'; 3 CashFlowTypeCode = 'STRT' | 'BKWD'; 4 CapacityOrganisationRole1Code = 'LREP' | 'MGCY' | 'GLDR' | 'PLFM'; 5 CompareMethodCode = 'ARIT' | 'GEOM'; 6 CapacityOrganisationRole2Code = 'PLFM' | 'DIST' | 'INAG' | 'PKGR' | 'INIV' | 'PLMA' | 'CENA'; 7 PositionDate1Code = 'TRAD' | 'SETT'; 8 FeeSharePeriodicChargeCode = 'MANF' | 'DISF' | 'MADF' | 'TERF' | 'OGCF' | 'TERC' | 'OGCC'; 9 FixedChargeCode = 'BMCH' | 'MPCA'; 10 MeasurementMethod1Code = 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR' | 'WKEM' | 'MNEM' | 'QUEM' | 'SAEM' | 'YREM'; 11 EventSchedule2Code = 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'; 12 OfferRights1Code = 'PPLA' | 'POFR' | 'POPP' | 'NONE'; 13 PartialChargePeriodConventionCode = 'SHOR' | 'LONG'; 14 PayeeCode = 'CPNY' | 'CPTY'; 15 PaymentCurrency1Code = 'BCCY' | 'SCCY' | 'MCCY' | 'ICCY'; 16 PaymentMechanism1Code = 'CPNY' | 'CPTY'; 17 RollingHurdleConventionCode = 'SMPL' | 'CPND'; 18 PerformancePeriodStartConventionCode = 'NEUT' | 'PROG' | 'ADAP'; 19 PerformancePeriodTypeCode = 'FIXD' | 'XTND' | 'ROLL'; 20 PeriodDays1Code = 'A365' | 'A366' | 'A360'; 21 PeriodFrequency5Code = 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'; 22 FundPlatform1Code = 'CEDE' | 'EOCC' | 'FSTL' | 'CRST' | 'DAKV' | 'CIKB' | 'APKE' | 'SICV' | 'NECI'; 23 PortfolioReturnMeasureCode = 'NETT' | 'GROS'; 24 ProductAggregation1Code = 'SHRE' | 'SFND' | 'FUND'; 25 RateTransactionChargeCode = 'FEND' | 'BEND' | 'SWIT' | 'MVMT'; 26 RateMethod1Code = 'FBND' | 'VWAR'; 27 EventSchedule1Code = 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'; 28 PeriodicChargeTerminationModeCode = 'COTM' | 'SURV'; 29 PeriodFrequency1Code = 'WEEK' | 'TWMN' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'; 30 VolumePeriodicChargeCode = 'TRLF' | 'INSF' | 'ISIP' | 'FCAF' | 'MANF' | 'CUSF' | 'RFLF' | 'ADVF' | 'REFF' | 'LCOF'; 31 PeriodDays2Code = 'A360' | 'A365' | 'A366' | 'JYER';
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 16 Part 4: The periodic charge formula This formula applies only when the periodic charge is based on some rate such as a management fee or on the asset volume of the relevant holdings (i.e., when PeriodChargeType is a FeeSharePeriodicCharge or a VolumePeriodicCharge). If the periodic charge is a fixed charge, follow the instructions defined by the rule FixedCharge. If the periodic charge is based on performance, follow the instructions defined by the rule PerformancePeriodicCharge. For each ISIN at each HoldingAddress, the periodic charge calculated under the terms of a particular PeriodicCharge instruction are: Value of periodic charge = ∑ HoldingValuec × PeriodicChargeBasisFactor × Ratec × Final Cycle c=1 DayCount YearDays where the terms in the formula have the following meaning: c The variable "c" counts from the first to the last periodic charge calculation cycle in the PeriodicChargePeriod. FinalCycle FinalCycle is the last calculation cycle in the PeriodicChargePeriod. It is set by the following parameters in the relevant PeriodicCharge instruction and the following table: PeriodicCharge → PeriodicChargePeriod PeriodicCharge → CalculationFrequency PeriodicChargePeriod Weekly Monthly Quarterly HalfYearly Yearly CalculationFrequency Daily 7 Actual number of calendar days in the month Actual number of calendar days in the quarter Actual number of calendar days in the half-year Actual number of calendar days in the year Weekly 1 Actual number of calendar weeks in the month Actual number of calendar weeks in the quarter Actual number of calendar weeks in the half-year Actual number of calendar weeks in the year Monthly 1 3 6 12 Quarterly 1 2 4 HalfYearly Invalid 1 2 Yearly 1 In the case of a weekly CalculationFrequency the number of weeks in a month, quarter, half-year or year will be calculated in accordance with ISO 8601, which is briefly explained below: ISO 8601 defines a calendar week as "an interval of seven calendar days starting with a Monday … " and it says that "… the first calendar week of a year is the one which includes the first Thursday of that year and […] the last calendar week of a calendar year is the week immediately preceding the first calendar week of the next calendar year." Since years may be divided into months, quarters and halves, this definition permits the number of calendar weeks in each PeriodicChargePeriod to be calculated precisely. The DayCount and YearDays conventions described below are valid for both short and long ISO years (52 and 53 weeks). For example, the year 2010 is described in the following table:
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 17 2010 Month length Quarter length Half-year length Year length January 4 weeks, starting on 4 January 2010 February 4 weeks March 4 weeks Q1: 12 weeks April 5 weeks May 4 weeks June 4 weeks Q2: 13 weeks H1: 25 weeks July 5 weeks August 4 weeks September 5 weeks Q3: 14 weeks October 4 weeks November 4 weeks December 5 weeks, ending on 2 January 2011 Q4: 13 weeks H2: 27 weeks Year: 52 weeks HoldingValue HoldingValue is the value of the ISIN at the HoldingAddress, which is used on the c th calculation cycle in the PeriodicChargePeriod. It is set by the following parameter in the relevant PeriodicCharge instruction: PeriodicCharge → PeriodicChargeHolding → PeriodicChargeHoldingDetails → HoldingValue (Note that HoldingValuec is not necessarily the same as the value of the ISIN at the HoldingAddress on the day that the c th calculation cycle is run.) PeriodicChargeBasisFactor PeriodicChargeBasisFactor is a coefficient (of type ISO 20022 PercentageRate) that is set according to the following conditions: (1) If PeriodicCharge → PeriodicChargeType is a FeeSharePeriodicCharge then: ― if FeeSharePeriodicChargeCode = 'ManagementFee' then set the PeriodicChargeBasisFactor to the Company's management fee applicable to the ISIN in the relevant period. ― if FeeSharePeriodicChargeCode = 'DistributionFee' then set the PeriodicChargeBasisFactor to the Company's distribution fee applicable to the ISIN in the relevant period. ― if FeeSharePeriodicChargeCode = 'Management+DistributionFee' then set the PeriodicChargeBasisFactor to the sum of the Company's management fee and the distribution fee applicable to the ISIN in the relevant period. ― if FeeSharePeriodicChargeCode = 'TotalExpenseRatio' then set the PeriodicChargeBasisFactor to the average total expense ratio applicable to the ISIN in the relevant period. ― If the FeeSharePeriodicCharge → Proprietary option is used then set the PeriodicChargeBasisFactor to the sum of the Company's fees that the parties have described, which were applicable to the ISIN in the relevant periodic charge period (and which must be a percentage rate that can be applied in the periodic charge formula). (2) If PeriodicCharge → PeriodicChargeType is a VolumePeriodicCharge then set the PeriodicChargeBasisFactor to 100%. Rate Rate is set by the following parameters: FeeSharePeriodicCharge → RateTable or VolumePeriodicCharge → RateTable (including all of its terms) PeriodicCharge → PeriodicChargeAggregation If the RateTable is a "flat rate" table, it will contain only one Rate, which should be applied directly to the periodic charge formula. In this case, the PeriodicCharge will contain no PeriodicChargeAggregation term. In all other cases, the Rate is determined by reading the RateTable as a FlatBand or SlidingScale table (see the definition of the rule RateTable) using the sum of the HoldingValues of the ISINs referenced by PeriodicChargeAggregation. The Rate should then be determined at the LookupFrequency or, if it is not defined, at the CalculationFrequency.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 18 DayCount DayCount is the number of days in the calculation cycle (not in the PeriodicChargePeriod). It is set by the following parameters in the relevant PeriodicCharge and the following table: PeriodicCharge → PeriodDays PeriodicCharge → CalculationFrequency PeriodDays CalendarDays365 CalendarDays366 StandardYear360 CalculationFrequency Daily Count every calendar day in the periodic charge calculation cycle, except 29 February Count every calendar day in the periodic charge calculation cycle, including 29 February Invalid Weekly Monthly 30 Quarterly 90 Half-Yearly 180 Yearly 360 YearDays YearDays is set by the following parameter in the relevant PeriodicCharge and the following table (see also the definition of the rule YearDays): PeriodicCharge → YearDays YearDays CalendarDays365 CalendarDays366 StandardYear360 StandardYear365.25 Count every calendar day in the year, except 29 February Count every calendar day in the year, including 29 February 360 365.25
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 19 Part 5: Cash flow adjustments for segregated mandates Some segregated mandates are charged on the basis of the period-end market valuation of the client's investments (typically a quarter-end valuation). These charging schemes adjust the period-end valuation for cash movements (capital flows) instructed by the client during the period, to ensure that the charges are fair to the client and the manager. There are two cash flow adjustment methods for calculating period-end charges: the "straight" and the "backward" method. The straight method takes account of cash flows to calculate the weighted average adjusted assets under management during a period, to which the agreed rate table is applied to calculate the charges. The backward method takes account of cash flows to calculate the adjusted assets under management during each discrete time interval between cash flows during the charging period, and the agreed rate table is applied to each interval to calculate the charges. Cash flow adjustments may be subject to threshold criteria, to ensure that adjustments are not made for immaterial amounts. Straight method The value of a periodic charge is determined by the formula: Value of periodic charge = ( 1 PeriodDays ∑ AUMi × Daysi n i=1 ) × Rate × DayCount YearDays Where: PeriodDays = PeriodicCharge → PeriodDays. n = number of discrete time intervals in the charging period delineated by cash flow events, (e.g., two cash flow events means three intervals). Interval 1 is the interval in which the last day of the charging period falls. AUMi = the value of assets under management during interval i, meaning the market value of assets under management at close of business on the last day of the charging period, adjusted up for cash outflows and down for cash inflows in any interval following interval i. (Take care with direction: the adjustment works backwards from the last day in the charging period and cash flow effects appear inverted. See example below.) Daysi = the number of calendar days duration of interval i (and the sum of all such days during all intervals i=1..n is equal to PeriodDays). Each interval starts on the day of the cash flow. Example for the terms in parentheses above: An account has a value of 12.8 million at the close of business on 31 December. The client withdrew 3 million on 3 December and paid in 5 million on 5 October. The billing period runs from 1 October to 31 December inclusive. Interval "i" Ending Starting AUMi Comment Daysi 1 31 December 3 December 12.8 million 3 million outflow on 3 December 29 2 2 December 5 October 15.8 million 5 million inflow on 5 October 59 3 4 October 1 October 10.8 million 4 Therefore, the value of the terms in parentheses = 1/92 × (12.8 × 29 + 15.8 × 59 + 10.8 × 4) = 14.63695652 million. Rate is set by the function to its left according to the following parameters: VolumePeriodicCharge → RateTable (including all of its terms) PeriodicCharge → PeriodicChargeAggregation If the RateTable is a "flat rate" table, it will contain only one Rate, in which case, the PeriodicCharge will contain no PeriodicChargeAggregation term. In all other cases, the Rate is determined by reading the RateTable as a FlatBand or SlidingScale table (see the definition of the rule RateTable) using the value of AUMi. The Rate should be determined only once, for the entire charging period. DayCount and YearDays: see below.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 20 Backward method The value of a periodic charge is determined by the formula: Value of periodic charge = 1 PeriodDays ∑ (AUMi × Daysi × Ratei × DayCount YearDays ) n i=1 Where: PeriodDays = PeriodicCharge → PeriodDays. n = number of discrete time intervals in the period delineated by cash flow events, (e.g., two cash flow events means three intervals). Interval 1 is the interval in which the last day of the period falls. AUMi = the value of assets under management during interval i, meaning the market value of assets under management at close of business on the last day of the charging period, adjusted up for cash outflows and down for cash inflows in any interval following interval i. (Take care with direction: the adjustment works backwards from the last day in the charging period and cash flow effects appear inverted. See the example table in the section above.) Ratei is the rate set by AUMi according to the following parameters: VolumePeriodicCharge → RateTable (including all of its terms) PeriodicCharge → PeriodicChargeAggregation If the RateTable is a "flat rate" table, it will contain only one Rate, in which case, the PeriodicCharge will contain no PeriodicChargeAggregation term. In all other cases, the Rate is determined by reading the RateTable as a FlatBand or SlidingScale table (see the definition of the rule RateTable) using the value of AUMi. The Rate should be determined only once, for the entire charging period. DayCount and YearDays: see below. Daysi = the number of calendar days duration of interval i. (See the example table in the section above.) DayCount and YearDays (for Straight and Backward methods) DayCount is the number of days in the PeriodicChargePeriod. It is set by the following parameter in the relevant PeriodicCharge and the following table: PeriodicCharge → PeriodDays PeriodDays CalendarDays365 CalendarDays366 StandardYear360 CalculationFrequency Daily Count every calendar day in the periodic charge calculation cycle, except 29 February Count every calendar day in the periodic charge calculation cycle, including 29 February Invalid Weekly Monthly 30 Quarterly 90 Half-Yearly 180 Yearly 360 YearDays YearDays is set by the following parameter in the relevant PeriodicCharge and the following table (see also the definition of the rule YearDays): PeriodicCharge → YearDays (See table on next page.)
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 21 YearDays CalendarDays365 CalendarDays366 StandardYear360 StandardYear365.25 Count every calendar day in the year, except 29 February Count every calendar day in the year, including 29 February 360 365.25
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 22 Part 6: Syntax semantic definitions Rule Terms = Company, {Company}, Counterparty, {Counterparty}, Agreement, [Product, {Product}, {ProductExclusion}], [Market, {Market}, {MarketExclusion}], {TransactionChargeSet}, {PeriodicChargeSet}, {Payment}, {Report}; Synopsis Terms of business are defined by the following elements: Company A party making pooled funds available under the agreement or a party managing segregated mandates. Counterparty A party being granted sales rights in respect of the pooled funds and markets named in the agreement or a party who awards a segregated mandate to the Company. The Counterparty's affiliates also benefit from the terms of the agreement. Agreement The identity, execution date, legal texts and termination notice terms of the agreement. Product Pooled funds or segregated mandates which are in scope of the agreement. ProductExclusion Any members of a set of products that should be excluded from the scope of the agreement. Market The markets in which the Company grants the Counterparty rights to act in respect of the pooled funds described in Products. MarketExclusion Any members of a set of markets that should be excluded from the scope of the agreement. TransactionChargeSet Event driven charges such as pooled fund front-end loads, back-end loads and conversion (switch) charges and segregated mandate securities transaction charges. PeriodicChargeSet Periodic charges such as pooled fund rebates (ongoing commissions) that the Company will pay to the Counterparty, and segregated account management charges that the Counterparty will pay to the Company. Payment The means by which one party will pay amounts to the other party. Report The means by which one party will report charges to the other party. Typology and constraints Company: Defined in this document. Counterparty: Defined in this document. Agreement: Defined in this document. Product: Defined in this document. ProductExclusion: Defined in this document. Market: Defined in this document. MarketExclusion: Defined in this document. TransactionChargeSet: Defined in this document. PeriodicChargeSet: Defined in this document. Payment: Defined in this document. Report: Defined in this document. User guide This is the root of the rule set. An agreement can be made between several Companies and Counterparties. This is useful, for example, in the event that one member of the Company group acts as manager for one fund whilst a second member acts as manager for a second fund and a third and subsequent members of the Company group act as legal representatives in particular jurisdictions, and all parties, funds and jurisdictions are described within a single global agreement to which several members of the Counterparty group are party. In the context of pooled fund business, the agreement implies that the Counterparty will enjoy certain rights over the Products in all Markets subject to ProductExclusions and MarketExclusions, its CounterpartyCapacity and regulatory restrictions (for example, a fund may not be sold to the public unless it has been registered for that purpose with the relevant authority; that is why this specification does not explicitly say whether, if the Counterparty is a distributor, it is restricted to private placement or free to sell the Company's funds by public offer). If several Products and ProductExclusions are defined, the result should be the relative complement of the union of all Products with respect to the union of all ProductExclusions. The same principle applies to Markets and MarketExclusions. Example: An agreement has defined two sets of Products P1 and P2 and two sets of ProductExclusions P3 and P4. The set of Products to which the Counterparty has rights under the agreement is therefore (P1 ∪ P2) (P3 ∪ P4). A TransactionCharge or PeriodicCharge (both of which are defined later in this document) might refer to products that are not members of the set of Products defined by this top-level Terms rule. That is because the products might be related to another agreement between the parties or to another agreement between the Company and another member of the Counterparty's group or possibly vice versa. In that case, the Counterparty will have the right to have holdings in the related products taken into account when determining the transaction charge and period charge rates but it will have no other rights over them under the terms of the agreement (e.g., in the case of pooled funds it will have no right to distribute them). TransactionChargeSet and PeriodicChargeSet are optional because it is possible that some agreements are made on terms that do not require these payments to be made. Payment and Report are optional because, (i) if no transaction charges or periodic charges are defined, no payments or reports will be necessary and (2) some parties prefer to maintain such details separately.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 23 Rule Affiliate = PartyIdentification, {PartyIdentification}, [AccessionDate, [SecessionDate]], {ContactDetails}; Synopsis A party whom the Counterparty wishes to benefit from the terms of this agreement. PartyIdentification Refer to the party by any BIC, proprietary identifier or name and address. AccessionDate Date upon which the party became the Counterparty's affiliate. SecessionDate Date upon which the party ceased to be the Counterparty's affiliate. ContactDetails Name of a person or department and communication address at which the affiliate can be contacted. Typology and constraints PartyIdentification: Defined in this document. AccessionDate: ISO 20022 ISODate SecessionDate: ISO 20222 ISODate ContactDetails: Defined in this document. User guide PartyIdentification may be given in more than one form, e.g., BIC and/or LEI and or a proprietary identifier and/or a name and address provided that each form given refers to the same unique affiliate. AccessionDate and SecessionDate should be provided if they are known. Rule Agreement = AgreementID, VersionNumber, [ExecutionDate], [LegalAspects], [TermAndTermination]; Synopsis The heads of the legal Agreement comprise the following elements: AgreementID A text reference that the parties agree to assign to the agreement to aid their communication about the agreement. VersionNumber A number to discriminate this agreement from any others that the parties might have made under the same reference. ExecutionDate The date upon which this version of the agreement was executed. LegalAspects The clauses, variations, law and jurisdiction that are the legal foundation of the agreement. TermAndTermination The term of the agreement and any applicable termination notice periods. Typology and constraints AgreementID: ISO 20022 Max35Text. VersionNumber: ISO 20022 Max35Text. ExecutionDate: ISO 20022 ISODate. LegalAspects: Defined in this document. TermAndTermination: Defined in this document. User guide If the parties wish to track their business through order routing systems, they may ensure their anonymity (whilst preserving a unique identifier) by concatenating the AgreementID and VersionNumber values into a text string and transforming it using a suitable one-way hashing function, and using the hash digest as the tracking number. A VersionNumber may be assigned to an agreement only once; it may never be reused. It may, however, be cited any number of times in correspondence about the agreement to which it refers. Rule AgreementSectionCrossReference = TransactionChargeNumber | PeriodicChargeNumber; Synopsis Defines the relationship between a payment mandate and the charge mandates (e.g., one or several TransactionCharges and/or PeriodicCharges) of the agreement. Typology and constraints TransactionChargeNumber: ISO 20022 Max3NumberNonZero, > 0. PeriodicChargeNumber: ISO 20022 Max3NumberNonZero, > 0. User guide Every payment mandate must refer to at least one charge mandate and every charge mandate must appear in at least one payment mandate. A payment mandate may refer to more than one charge mandate where the parties wish to settle through a single account. Several payment mandates may refer to the same charge mandate where the parties wish to settle in more than one currency.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 24 Rule ApplicableLawAndJurisdiction = Law, Jurisdiction; Synopsis The law applicable to the agreement and the courts of the jurisdiction to which the parties will submit. Typology and constraints Law: ISO 20022 CountryCode Jurisdiction: Defined in this document. User guide Jurisdiction may be used to describe the national jurisdiction and the courts within it, which may be a state within a federal system or some other tribunal or arbitration venue that the parties agree to use. Rule ApplicableNAV = 'ReferHoldingCount' | 'ReferCalculationLookupFrequency' | 'Daily'; Synopsis Describes how to determine the net asset value per share (NAV) with which to calculate a HoldingValue. ReferHoldingCount: Use the NAV that is applicable when the HoldingCount is measured. ReferCalculationLookupFrequency: Use the NAV that is applicable on the calculation day. Daily: Use every available NAV. Typology and constraints ApplicableNAV is an enumerated type implemented as the following four-letter codes: 'RECF' | 'DAIL' | 'REHC'. User guide Refer to the rule HoldingValue. Rule CalculationFrequency = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly'; Synopsis Determines the frequency with which the periodic charges are calculated. Typology and constraints CalculationFrequency is an enumerated type implemented as the following four-letter codes: 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'. User guide Not defined.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 25 Rule CashFlow = CashFlowType, [CashFlowThresholdRelative], [CashFlowThresholdAbsolute]; Synopsis Prepare a PeriodicCharge using a cash flow adjusted valuation: CashFlowType Use a straight or backward cash flow adjustment method. CashFlowThresholdRelative Cash flow adjustment is to be applied only if the cash flow in the period exceeds the value of the relevant portfolio measured at the start of the PeriodicChargePeriod. CashFlowThresholdAbsolute Cash flow adjustment is to be applied if the cash flow in the period exceeds this absolute measure during the PeriodicChargePeriod. Typology and constraints CashFlowType: Defined in this document. CashFlowThresholdRelative: ISO 20022 PercentageRate, > 0. CashFlowThresholdAbsolute: Defined in this document. User guide If neither CashFlowThresholdRelative nor CashFlowThresholdAbsolute are defined then CashFlow must be applied. If CashFlowThresholdRelative is defined then CashFlow should not be applied unless the cash movement for the HoldingAddress in the PeriodicChargePeriod expressed as a percentage of the value of the assets at the HoldingAddress measured at the start of the PeriodicChargePeriod exceeds the threshold. If CashFlowThresholdAbsolute is defined then CashFlow should not be applied unless the cash movement for the HoldingAddress in the PeriodicChargePeriod exceeds the amount stated. If CashFlowThresholdRelative and CashflowThresholdAbsolute are silmultaneously defined then CashFlow should not be applied unless both of the thresholds are exceeded (i.e., a logical AND test). Rule CashFlowThresholdAbsolute = Amount, Currency; Synopsis Set a threshold for the application of a cash flow adjustment method by reference to an amount and a currency. Typology and constraints Amount: ISO 20022 Number, > 0. Currency: ISO 20022 CurrencyCode. User guide See rule CashFlow. Rule CashFlowType = 'Straight' | 'Backward'; Synopsis Determine whether a cash flow adjustment is to be calculated using the straight or the backward method. Typology and constraints CashFlowType is an enumerated type implemented as the following four-letter codes: 'STRT' | 'BKWD'. User guide See Part 5 of this document.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 26 Rule ChequeDetails = [Reference], Currency, PayeeID, AgreementSectionCrossReference, {AgreementSectionCrossReference}; Synopsis Charges will be paid by one or more cheques using the following information: Reference The reference that the parties have agreed to attach to the advice note covering each cheque. Currency The currency in which the cheque is to be issued. PayeeID The party to whom the cheque will be payable. AgreementSectionCrossReference References to the charge mandates for which this cheque mandate is to be used. Typology and constraints Reference: ISO 20022 Max35Text. Currency: ISO 20022 CurrencyCode. PayeeID: ISO 20022 NameAndAddress5. AgreementSectionCrossReference: Defined in this document. User guide Cheques are uncommon but some countries still use them, and so this scheme must define a rule by which they can be used. AgreementSectionCrossReferences define the relationship between a cheque mandate and the charge mandates (e.g., one or several TransactionCharge and/or PeriodicCharge) of the agreement. AgreementSectionCrossReferences are not intended to be quoted directly in a cheque cover letter but they may be quoted in the charge statements and reports that are transmitted between the parties to an agreement. If the parties wish to agree to use operational references in their cheque cover letters to help them trace the payment to the agreement and the underlying TransactionCharges and/or PeriodCharges, they should define them in Reference. Payments may be made separately according to the parties' preferences for arranging their business functionally, geographically or by product, or to keep periodic charges separate from transaction charges. Rule Company = PartyIdentification, {PartyIdentification} [CompanyCapacity], ContactDetails, {ContactDetails}; Synopsis Define the name and address of the Company and its contact details. Typology and constraints PartyIdentification: Defined in this document. CompanyCapacity: Defined in this document. ContactDetails: Defined in this document. User guide PartyIdentification may be given in more than one form, e.g., BIC and/or LEI and or a proprietary identifier and/or a name and address provided that each form given refers to the same unique Company. When more than one member of the Company group is a party to the agreement, CompanyCapacity may be used to indicate the capacity in which each member of Company group is acting. For example, it may be acting as management company to certain funds or as the legal representative in a certain jurisdiction. Rule CompanyCapacity = CompanyCapacityCode | Proprietary; Synopsis A Company's capacity may be defined by a pre-defined capacity code or by a proprietary capacity code. Typology and constraints CompanyCapacityCode: Defined in this document. Proprietary: ISO 20022 GenericIdentification30. User guide CompanyCapacityCode provides a set of common pre-defined capacities in which Company may act. The term "Proprietary" enables the parties to use an alternative code (alphanumeric, exactly 4 characters long) provided that they agree what it is and who issued it. For example, if the message is being used in the context where Company is a platform and Counterparty is a participating member, the parties may agree proprietary capacity codes that are suitable for their purposes. The meaning of these codes would be defined by the proprietary code issuer.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 27 Rule CompanyCapacityCode = 'LegalRepresentative' | 'ManagementCompany' | 'GlobalDistributor' | 'Platform'; Synopsis The company may be acting in the capacity of: LegalRepresentative The legal representative in a jurisdiction of some or all of the products covered by the agreement. ManagemementCompany The appointed management company to some or all of the products covered by the agreement. GlobalDistributor The global distributor of some or all of the products covered by the agreement. Platform A party providing administration and execution services to sales agents and/or intermediaries. Typology and constraints CompanyCapacityCode is an enumerated type implemented as the following four-letter codes: 'LREP' | 'MGCY' | 'GLDR' | 'PLFM'. User guide Company may be defined as one or more entities which promote or distribute a fund range or manage a segregated mandate. For example, it may be common for three Company entities to be party to an agreement: Entity 1: a fund's management company, which has the responsibility for the commercialisation of a fund under home state law. Entity 2: a fund's legal representative in a host state (for example, the legal representative for a foreign fund that is being sold in Switzerland). Entity 3: a fund's global distributor, which may be different from its management company, and which may be responsible for granting and managing commercial rights to distribute the fund in several countries around the world. In the event that an entity performs more than one role (for example, management company and global distributor), the Company should select the role that it considers to be the most significant (typically the management company). These capacity descriptions are intended to be generally accepted industry roles. They are not meant to be precise legal definitions. If general roles would be unsatisfactory or if the parties want more definition than is provided by this rule, they may adopt proprietary capacity codes with attendant definitions in as much detail as they wish (see the rule CompanyCapacity → Proprietary). Rule CompareMethod = 'Arithmetic' | 'Geometric'; Synopsis Describes how the outperformance of a portfolio is calculated with respect to the benchmark: Arithmetic Calculate arithmetically. Geometric Calculate geometrically. Typology and constraints CompareMethod is an enumerated type implemented as the following four-letter codes: 'ARIT' | 'GEOM'. User guide Outperformance is the amount by which a portfolio return exceeds the benchmark return, usually expressed as a percentage. It can be calculated arithmetically or geometrically. Example: Portfolio return: 10% Benchmark return: 5% Arithmetic outperformance = 10% - 5% = 5% Geometric outperformance = (1+10%) ÷ (1+5%) - 1 = 4.8%
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 28 Rule ContactDetails = Name, [Title], [GivenName], [Role], [PhoneNumber], [FaxNumber], [EmailAddress], [SpecialInstructions]; Synopsis Name of a person or department and communication address at which the affiliate can be contacted. Name The name of the person or the department. Title If a person, their title (e.g., Mr, Mrs, Ms, Doctor). GivenName If a person, their given name or the name by which they are known. Role If a person, their role. PhoneNumber The telephone number to be used for contact. FaxNumber The facsimile number to be used for contact. EmailAddress The email address to be used for contact. SpecialInstructions Any special instructions to be used when making contact. Typology and constraints Name ISO 20022 Max70Text. Title ISO 20022 Max70Text. GivenName ISO 20022 Max70Text. Role ISO 20022 Max70Text. PhoneNumber ISO 20022 PhoneNumber. FaxNumber ISO 20022 PhoneNumber. EmailAddress ISO 20022 Max256Text. SpecialInstructions ISO 20022 Max2000Text. User guide Not defined. Rule Counterparty = PartyIdentification, {PartyIdentification}, [OfferRights], CounterpartyCapacity, {Affiliate}, ContactDetails, {ContactDetails}; Synopsis Define the name and address of the Counterparty, its offer rights and optionally provide further information on the capacity in which it acts under the terms of this agreement. Also name any Counterparty affiliates that will benefit from the terms of the agreement and the contact persons. Typology and constraints PartyIdentification: Defined in this document. OfferRights: Defined in this document. CounterpartyCapacity: Defined in this document. Affiliate: PartyIdentification, defined in this document. ContactDetails: Defined in this document. User guide PartyIdentification may be given in more than one form, e.g., BIC and/or LEI and or a proprietary identifier and/or a name and address provided that each form given refers to the same unique Counterparty. OfferRights should only be available if Markets have been defined. Rule CounterpartyCapacity = CounterpartyCapacityCode | Proprietary; Synopsis A Counterparty's capacity may be described by a pre-defined capacity code or by a proprietary capacity code. Typology and constraints CounterpartyCapacityCode: Defined in this document. Proprietary: ISO 20022 GenericIdentification30. User guide CounterpartyCapacityCode provides a set of common pre-defined capacities in which Counterparty may act. The term "Proprietary" enables the parties to use an alternative code (alphanumeric, exactly 4 characters long) provided that they agree what it is and who issued it.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 29 Rule CounterpartyCapacityCode = 'Platform' | 'Distributor' | 'IntroducingAgent' | 'ProductPackager' | 'InstitutionalInvestor' | 'PlacementAgent' | 'CentralisingAgent'; Synopsis The Counterparty may be acting in the capacity of: Platform A party providing administration and execution services to sales agents and/or intermediaries. Distributor An intermediary distributing shares to underlying investors or executing orders as global custodian. IntroducingAgent An introducing agent. ProductPackager A product packager, such as a life company or a structured product manufacturer. InstitutionalInvestor An institutional investor, investing for its own account. Typology and constraints CounterpartyCapacityCode is an enumerated type implemented as the following four-letter codes: 'PLFM' | 'DIST' | 'INAG' | 'PKGR' | 'INIV' | 'PLMA' | 'CENA'. User guide Counterparty should select the role that it considers to be most representative of the capacity in which it will act. These capacity descriptions are intended to be generally accepted industry roles. They are not meant to be precise legal defintions. If general roles would be unsatisfactory or if the parties want more definition than is provided by this rule, they may adopt proprietary capacity codes with attendant definitions in as much detail as they wish (see the rule CounterpartyCapacity → Proprietary). Rule CreditTransferDetails = [Reference], Currency, [IntermediaryAgent1], [IntermediaryAgent1Account], [IntermediaryAgent2], [IntermediaryAgent2Account], [CreditorAgent], [CreditorAgentAccount], [Creditor], CreditorAccount, AgreementSectionCrossReference, {AgreementSectionCrossReference}; Synopsis Describes one or more bank accounts to which a party will make credit transfers in respect of the charges due under the terms of the agreement: Reference An operational reference that the parties have agreed to attach to each payment. Currency The currency of the CreditorAccount. IntermediaryAgent1 The first intermediary agent's identity. IntermediaryAgent1Account The first intermediary agent's account. IntermediaryAgent2 The second intermediary agent's identity. IntermediaryAgent2Account The second intermediary agent's account. CreditorAgent The creditor agent's identity. CreditorAgentAccount The creditor agent's account. Creditor The creditor's identity. CreditorAccount The creditor's account. AgreementSectionCrossReference Cross references to the related transaction charge and periodic charge mandates. Typology and constraints Reference ISO 20022 Max35Text. Currency ISO 20022 CurrencyCode. IntermediaryAgent1 ISO 20022 FinancialInstitutionIdentification7Choice. IntermediaryAgent1Account ISO 20022 AccountIdentificationAndName3. IntermediaryAgent2 ISO 20022 FinancialInstitutionIdentification7Choice. IntermediaryAgent2Account ISO 20022 AccountIdentificationAndName3. CreditorAgent ISO 20022 FinancialInstitutionIdentification7Choice. CreditorAgentAccount ISO 20022 AccountIdentificationAndName3. Creditor PartyIdentificationChoice, defined in this document. CreditorAccount ISO 20022 AccountIdentificationAndName3. AgreementSectionCrossReference Defined in this document. User guide This rule defines the creditor side of a payment chain. AgreementSectionCrossReferences define the relationship between a credit transfer mandate and the charge-earning mandates (e.g., one or several TransactionCharges and PeriodicCharges) of the agreement. AgreementSectionCrossReferences are not intended to be quoted directly within a SWIFT credit transfer message but they may be quoted in the charge statements and reports that are transmitted between the parties to an agreement. If the parties wish to agree to use operational references in their SWIFT payment messages to help trace the payment to the agreement and the underlying TransactionCharges and/or PeriodicCharges, they should define them in Reference. Parties who wish to use Reference in SWIFT FIN messages should limit the length of the field to 16 characters. Parties should also take care to ensure that the destination system that will process the message payload is capable of handling the character set used within the message. For example, many systems need special configuration to support character sets other than Latin-1. Payments could be made through several mandates according to the parties' preferences for arranging their business functionally, geographically or by product, or to keep periodic charges separate from transaction charges, or for any other reason that the parties choose.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 30 Rule DecrementalTrade = 'TradeDate' | 'SettlementDate'; Synopsis Determine how decremental trades (i.e., redemptions, switches out and transfers out) are measured for PeriodicChargeHolding and PeriodicChargeHoldingAggregation purposes: TradeDate The trade is effective from the trade date. SettlementDate The trade is effective from the settlement date. Typology and constraints DecrementalTrade is an enumerated type implemented as the following four-letter codes: 'TRAD' | 'SETT'. User guide See also the rule EligiblePosition. Rule DeMinimisCharge = Currency, Threshold; Synopsis Determine the minimum threshold at which charges will be applied under the agreement: Currency Charges might be in several currencies and must be converted to a single currency to perform the test. Threshold The threshold value to be used in the test. Typology and constraints Currency: ISO 20022 CurrencyCode. Threshold: ISO 20022 Number, > 0. For pooled funds, DeMinimisCharge → Threshold <= DeMinimisPayment → Threshold. User guide For pooled funds, DeMinimisCharge is intended to ensure that the Counterparty earns periodic charges only if its holdings are commercially significant. If the Threshold is not exceeded, the Counterparty will forfeit the charges calculated for its business in that period. For segregated mandates, DeMinimisCharge is intended to ensure that the Company receives at least the Threshold level of charges for managing the Counterparty's mandates (the actual charge applied shall be the greater of the charges calculated on the Counterparty's mandates and the Threshold). See also the rules DeMinimisPayment and RateTableRow (which can be used in a complementary way in pooled funds). Rule DeMinimisPayment = Currency, Threshold; Synopsis Determine the minimum threshold at which charges will be paid under the agreement: Currency Payment might be in several currencies and must be converted to a single currency to perform the test. Threshold The threshold below which amounts will not be paid but will be carried forward on account. Typology and constraints Currency: ISO 20022 CurrencyCode. Threshold: ISO 20022 Number, > 0. For pooled funds, DeMinimisCharge → Threshold <= DeMinimisPayment → Threshold. User guide DeMinimisPayment is used to ensure that payments are generally made for commercially sensible amounts, equal to or greater than a threshold that is set by the parties to the agreement. The test is to be applied on the aggregate (i.e., total) amount payable. Note that we do not apply the previous rule, DeMinimisCharge, to transaction charges because they are automatically deducted at the time of each transaction. However, we do apply the rule DeMinimisPayment because payment amounts might fall below a commercially reasonable level.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 31 Rule DirectDebitDetails = [Reference], Currency, [Debtor], DebtorAccount, AgreementSectionCrossReference, {AgreementSectionCrossReference}; Synopsis Describes the debtor's bank account from which the creditor can directly debit the charges due under the terms of the agreement: Reference An operational reference that the parties have agreed to attach to each payment. Currency The currency of the DebtorAccount. Debtor The debtor's identity. DebtorAccount The debtor's account. AgreementSectionCrossReference Cross references to the related transaction charge and periodic charge mandates. Typology and constraints Reference ISO 20022 Max35Text. Currency ISO 20022 CurrencyCode. Debtor PartyIdentification, defined in this document. DebtorAccount ISO 20022 AccountIdentificationAndName3. AgreementSectionCrossReference Defined in this document. User guide Not defined Rule EligiblePosition = IncrementalTrade, DecrementalTrade, [SpecialInstructions]; Synopsis Determine a convention for measuring positions with respect to trade date or settlement date, and whether to include or exclude certain positions from a charge calculation: IncrementalTrade Trades that increase the Counterparty's positions (subscriptions, switches in, transfers in). DecrementalTrade Trades that decrease the Counterparty's positions (redemptions, switches out, transfers out). SpecialInstructions Instructions to include or exclude certain positions. Typology and constraints IncrementalTrade: Defined in this document. DecrementalTrade: Defined in this document. SpecialInstructions: ISO 20022 Max2000Text. User guide The parties should set the trade date and settlement date parameters consistently for all trades that increase the Counterparty's position and for all trades that decrease the Counterparty's position. Therefore, these are the possible combinations for incremental and decremental trades: IncrementalTrade: TRAD TRAD SETT SETT DecrementalTrade: TRAD SETT TRAD SETT For the purposes of this rule the German concept of "valuta" is considered to be equivalent to 'SETT'. The SpecialInstructions field may be used to include or exclude certain positions when calculating periodic charges. For example: (1) When transferring accounts from one or more central transfer agents onto a consolidating platform, positions that existed before the consolidation date can be identified and treated separately. (2) If a promoter / fund manager wishes to make a special promotion, in which the special rate persists for assets that are raised during the promotional period, the positions can be identified and treated separately. The ability to identify positions with respect to time is a function of the system in which the shares are registered (not every system can do it). The SpecialInstructions free text field provides the flexibility to identify positions in a way that is compatible with the underlying system.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 32 Rule FeeSharePeriodicCharge = FeeSharePeriodicChargeCode | Proprietary, RateTable, [LookupFrequency]; Synopsis Determine: FeeSharePeriodicChargeCode The type of fee share periodic charge by reference to a standard code. Proprietary The type of fee share periodic charge by reference to a proprietary code. RateTable The rate at which the periodic charge should be applied. LookupFrequency How often the rate should be looked up. Typology and constraints FeeSharePeriodicChargeCode: Defined in this document. Proprietary: ISO 20022 GenericIdentification30. RateTable: Defined in this document. LookupFrequency: Defined in this document. User guide PeriodicCharge → PeriodicChargePeriod <= LookupFrequency <= PeriodicCharge → CalculationFrequency, where the symbol "<=" means that the term on the left hand side must be equal to or less frequent than the term on the right hand side. If LookupFrequency is not defined then it is equal to CalculationFrequency. Rule FeeSharePeriodicChargeCode = 'ManagementFee' | 'DistributionFee' | 'Management+DistributionFee' | 'TotalExpenseRatio' | 'OngoingCharge' | 'TotalExpenseRatioCap' | 'OngoingChargeCap'; Synopsis A fee share periodic charge is based upon the rate of a fund's management fee, the distribution fee, the sum of the two, the fund's total expense ratio (TER), the ongoing charge (OGC), a total expense ratio cap or an ongoing charge cap. Typology and constraints FeeSharePeriodicChargeCode is an enumerated type implemented as the following four-letter codes: 'MANF' | ''DISF' | 'MADF' | 'TERF' | 'OGCF' | 'TERC' | 'OGCC'. User guide FeeSharePeriodicChargeCode is intended for use in pooled funds, which publish the relevant rates in their prospectuses or their financial reports. The fund's total expense ratio will be calculated according to the methodology used by the fund's management company. Counterparty should inform itself of that methodology before using that option. The fund's ongoing charge will be calculated according to the methodology imposed upon the fund by its home state regulations governing the calculation of ongoing charges for use in point-of-sales materials (e.g., key information documents in the European Union). TotalExpenseRatioCap and OngoingChargeCap differ from the other types of this charge in that the charge payable is the monetary value of the TER or OCG (calculated monthly using unaudited data) in excess of the TER or OGC cap described in the rate table. See also rule RateTableRow. Rule FixedCharge = FixedChargeType, Amount, Currency; Synopsis A PeriodicCharge or a TransactionCharge may be a fixed amount: FixedChargeType The description of the charge. Amount The financial amount of the charge. Currency The currency in which Amount is expressed. Typology and constraints FixedChargeType: Defined in this document. Amount: ISO 20222 Number, > 0. Currency: ISO 20022 CurrencyCode. User guide Not defined.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 33 Rule FixedChargeType = FixedChargeDescription | FixedChargeCode | Proprietary; Synopsis A fixed charge may be described using a text description, a standard charge code or a proprietary charge code. Typology and constraints FixedChargeDescription: ISO 20022 Max2000Text. FixedChargeCode: Defined in this document. Proprietary: ISO 20022 GenericIdentification30. User guide Standard charge codes are defined by FixedChargeCode. New codes can be defined as proprietary codes provided that the parties to the agreement agree upon their definition. Rule FixedChargeCode = 'BenchmarkChange' | 'MinimumPeriodicChargeAmount'; Synopsis Fixed charges may be applied for the following reasons: BenchmarkChange When the parties to the agreement change the benchmark that they use to measure the performance of a Product. MinimumPeriodicChargeAmount To ensure that the PeriodicCharges applicable in a PeriodicChargePeriod are not less than a defined amount. Typology and constraints FixedChargeCode is an enumerated type implemented as the following four-letter codes: 'BMCH' | 'MPCA'. User guide A BenchmarkChange charge is the fixed charge applicable when the Counterparty requests the Company to change the benchmark that is used to measure the performance of a product, whether or not the benchmark is used in a performance fee. The charge is applied to each product; for example, five products measured to a common benchmark 'A' will give rise to five fixed charges when they change to a common benchmark 'B'. A MinimiumPeriodicChargeAmount is the total PeriodicCharge that shall be applied in the event that the sum of all PeriodicCharges (excluding PerformanceBasedCharges) calculated in a PeriodicChargePeriod are less than the MinimiumPeriodicChargeAmount. Rule HoldingAddress = HoldingAddressType, HoldingAddressNumber, SharedAccount, [SharedAccountHoldingUpdateFrequency], [EligiblePosition]; Synopsis Describe the addresses at which the Counterparty's investments are held: HoldingAddressType The address refers to a holding at a transfer agency or a custodian or an internal accounting system or at Clearstream, Euroclear or FundSettle. HoldingAddressNumber The address number. SharedAccount The HoldingAddressType is an account-level address type and the account is shared with one or more other beneficial owners. SharedAccountHoldingUpdateFrequency The frequency at which the Counterparty's interest in a shared account will be analysed. EligiblePosition Positions are to be measured by trade date or settlement date and optionally included or excluded. Typology and constraints HoldingAddressType: Defined in this document. HoldingAddressNumber: ISO 20022 Max35Text. SharedAccount: ISO 20022 YesNoIndicator. SharedAccountHoldingUpdateFrequency: Defined in this document. EligiblePosition: Defined in this document. SharedAccountHoldingUpdateFrequency must only be used if SharedAccountFlag is set to 'Yes' or 'True'. User guide Some parties prefer explicitly to define the SharedAccountHoldingUpdateFrequency for shared accounts, but it is not compulsory and charge calculation agents will infer a frequency from HoldingValue. Shared accounts are not normally analysed more frequently than monthly. In some circumstances, the Counterparty may wish to include in the agreement an iCSD account number (e.g., Clearstream or Euroclear) whereas the Company's charge calculation agent may need to know the agent code that will be issued by the Company's transfer agent. Both are valid HoldingAddresses, although they point to the same holdings. It is acceptable to include both in the agreement provided that the charge calculation agent ensures that the holdings are not double-counted when calculating charges.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 34 Rule HoldingAddressType = HoldingAddressPath | Platform; Synopsis For each HoldingAddressNumber, the parties must say which organisation issued the number and, if it is a proprietary system, at which level in the system the number is meaningful. Typology and constraints HoldingAddressPath: ISO 20022 Max350Text. Platform: Defined in this document. User guide HoldingAddressPath is a string capable of addressing a specific transfer agency, global custodian, fund platform, etc., and the level in that agent's system at which the HoldingAddressNumber is meaningful. It does not require the syntax to know anything about the agent's identity or system design (for example, whether it defines objects such as investor identifiers, account numbers, agent codes, plan numbers, etc), but the parties must agree to use a meaningful string. We recommend that the parties adopt a "dotted" notation in the form "organisation.domicile.system_level" such as this: "schroders.luxembourg.agentcode" HoldingAddressNumber is an agent code at Schroders' transfer agent in Luxembourg "schroders.luxembourg.account" HoldingAddressNumber is an account number at Schroders' transfer agent in Luxembourg "schroders.hongkong.agentcode" HoldingAddressNumber is an agent code at Schroders' transfer agent in Hong Kong "ifds.uk.agentcode" HoldingAddressNumber is an agent code at IFDS' transfer agent in the UK Rule HoldingCount = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly' | 'WeekEndMean' | 'MonthEndMean' | 'QuarterEndMean' | 'HalfYearEndMean' | 'YearEndMean'; Synopsis The number of shares or units of an ISIN at a holding address may be measured in the following ways (in each case at the close of business on the relevant day): Daily Upon each calendar day. Weekly On the last day of a calendar week (Sunday). Monthly On the last day of a calendar month (31 January, 28/29 February, 31 March, 30 April, etc). Quarterly On the last day of a calendar quarter (31 March, 30 June, 30 September, 31 December). HalfYearly On the last day of a calendar half-year (30 June, 31 December). Yearly On the last day of a calendar year (31 December). WeekEndMean The arithmetic mean of the last day of a calendar week and the last day of the prior calendar week. MonthEndMean The arithmetic mean of the last day of a calendar month and the last day of the prior calendar month. QuarterEndMean The arithmetic mean of the last day of a calendar quarter and the last day of the prior calendar quarter. HalfYearEndMean The arithmetic mean of the last day of a calendar half-year and the last day of the prior calendar half-year. YearEndMean The arithmetic mean of the last day of a calendar year and the last day of the prior calendar year. Typology and constraints HoldingCount is an enumerated type implemented as the following four-letter codes: 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR' | 'WKEM' | 'MNEM' | 'QUEM' | 'SAEM' | 'YREM'. User guide The parties should set HoldingCount to a value that is compatible with the holding address. The start of a calendar week is each Monday (ISO 8601).
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 35 Rule HoldingValue = HoldingCount, ApplicableNAV; Synopsis The value of a holding of an ISIN upon which a periodic charge is calculated is the product of the number of shares or units of the ISIN that are held and the applicable NAV per share or unit. Typology and constraints HoldingCount: Defined in this document. ApplicableNAV: Defined in this document. User guide The HoldingValue is a function of the HoldingCount and the ApplicableNAV and (by inference) the CalculationFrequency if the function is being used for periodic charge calculation or the LookupFrequency if it is being used for holding aggregation. The function is expressed in several forms. For example: (1) The product of holdings and NAV on a particular day: dd NAVHoldingsueHoldingVal  (2) The arithmetic mean of the product of holdings and NAV on each day in a particular period (e.g., every day in a month):   n 1i dd ii NAVHoldings n 1 ueHoldingVal Where: n = number of days in the month di = day i (3) The arithmetic mean of the product of holdings and NAV in nested periods (e.g., every month's-end holdings in a quarter and every day's NAV in each month):    a 1i b 1j dd ji NAVHoldings n 1 ueHoldingVal Where: n = number of days in the quarter a = number of months in the quarter b = number of days in month i di = last day of month i dj = day j in month i There are many variants of the function, which permit different holdings and NAVs to be used. Only a few of them (the simple ones) are commonly used. A complete reference of the function HoldingValue for all 198 combinations of HoldingCount, ApplicableNAV and CalculationFrequency/LookupFrequency is at Part 6 of this document. Some of the functions are deprecated (i.e., they should not be used except for system backward compatibility purposes). This is because they sample the NAV less often than they sample the HoldingCount, when it is clearly better to sample the NAV at least as often as the HoldingCount. System designers should note that the functions are intended to perform mathematical division as late as possible in order to minimise the effect of rounding errors on the periodic charge calculation. Rule IncrementalTrade = 'TradeDate' | 'SettlementDate'; Synopsis Determine how Incremental trades (i.e., subscriptions, switches in and transfers in) are measured for PeriodicChargeHolding and PeriodicChargeHoldingAggregation purposes: TradeDate The trade is effective from the trade date. SettlementDate The trade is effective from the settlement date. Typology and constraints IncrementalTrade is an enumerated type implemented as the following four-letter codes: 'TRAD' | 'SETT'. User guide See also the rule EligiblePosition.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 36 Rule ISINAndDescription = ISIN, [Description]; Synopsis An international securities identification number and a descriptor (typically the full name of the share class). Typology and constraints ISIN: ISO 20022 ISINIdentifier. Description: ISO 20022 Max140Text. User guide Not defined. Rule Jurisdiction = Country, [Name]; Synopsis The courts of the jurisdiction to which the parties will submit in respect of the agreement. Typology and constraints Country: ISO 20022 CountryCode. Name: ISO 20022 Max70Text. User guide Not defined. Rule LatePaymentPenalty = PenaltyRate, BaseRate; Synopsis Determines any late payment penalties that may be agreed between the parties: PenaltyRate The penalty rate of interest to be applied, set as an annual equivalent rate. BaseRate The base rate of interest with respect to which penalty interest should be calculated. Typology and constraints PenaltyRate: ISO 20022 PercentageRate, >= 0. BaseRate: ISO 20022 Max350Text. User guide LatePayment penalties should become payable from the day following the expiry of the payment deadline set by the term SettlementWithin and be calculated daily using the day count convention actual/actual.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 37 Rule LegalAspects = LegalTerms, {LegalVariation}, ApplicableLawAndJurisdiction, [MostFavouredTerms]; Synopsis The essential legal framework for the agreement: LegalTerms The legal terms of the agreement (industry standard terms or proprietary terms). LegalVariation Any variation to the LegalTerms. ApplicableLawAndJurisdiction The law which will govern the agreement and the courts to which the parties will submit. MostFavouredTerms The Company has most favoured nation status and in what respect. Typology and constraints LegalTerms: ISO 20022 Max350Text. LegalVariation: ISO 20022 Max350Text. ApplicableLawAndJurisdiction: Defined in this document. MostFavouredTerms: ISO 20022 Max2000Text. User guide LegalTerms is a text field that can contain the name of a model agreement, such as a model fund sales agreement or the Swiss Funds Association model distribution agreement, or a reference to a proprietary legal agreement. An agreement may have several legal variations. For example: (1) A generic model fund sales agreement may be extended by a model support annex that is relevant to a specific sector, such as the structured products sector, the life sector or the platform sector. (2) A model agreement may be amended by the parties, the amendments being recorded in a legal variation document. (3) An enabling agreement may be applied, such as may happen when a Counterparty gives a Company notice of a new sub-distributor's appointment. (4) A proprietary agreement may be modified by a side letter. LegalVariation is a free text field, which allows the parties to describe the legal variation in natural language. It may take the form of a reference to a document containing one or more statements of variation from the contracted legal terms of the agreement. It may also be a reference to a model document (e.g., a sector-specific extension of a master model agreement) or a proprietary document drawn up by the contracting parties. For example: "Amendment to the Agreement between ABC Promoter and XYZ Distributor dated 10 May 2011." Rule LookupFrequency = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly'; Synopsis How often in a period the Counterparty's total holding values should be used to look up the Rate: Daily Upon each calendar day. Weekly On the last day of a calendar week (Sunday). Monthly On the last day of a calendar month (31 January, 28/29 February, 31 March, 30 April, etc). Quarterly On the last day of a calendar quarter (31 March, 30 June, 30 September, 31 December). HalfYearly On the last day of a calendar half-year (30 June, 31 December). Yearly On the last day of a calendar year (31 December). Typology and constraints LookupFrequency is an enumerated type implemented as the following four-letter codes: 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'. User guide The start of a calendar week is each Monday (ISO 8601). If LookupFrequency is not defined, RateTable lookup will happen at the same frequency as CalculationFrequency.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 38 Rule Market = Country | Proprietary | URL; Synopsis Define a market to be a single country or a proprietary market definition or accessible via a URL. Typology and constraints Country: ISO 20022 CountryCode. Proprietary: ISO 20022 GenericIdentification1. URL: ISO 20022 Max256Text. User guide The Company may assemble the countries of a region into a set and assign a name (an identity, being a Max35Text field within the definition of the Proprietary type) to it, which its sales force and operations staff can use. For example, "Europe" might mean the set of countries including France, Germany, Italy, Spain, etc. The Company may define as many regions as it wishes and hold their names in its proprietary systems as standing data. Such definitions will be proprietary but they should not be considered private data, and should be disclosed to the Counterparty. For example, a proprietary identifier for Schroders' definition of Europe, Middle East and Africa ("EMEA," which comprises at least three regions and many countries) would appear in message XML as: <Mkt> <Prtry> <Id>EMEA</Id> <Issr>Schroders</Issr> </Prtry> </Mkt> Because a proprietary definition is under the Company's control, the Company must provide the Counterparty with the means to expand it into the complete list of its members. The Company must maintain each proprietary definition and ensure that new and historical definitions are made available to the Counterparty. The parties must agree how updates should be made, including whether they should support a "push model" (Company sends updates to Counterparty), a "pull model" (Counterparty requests updates from Company), or the use of third party agents such as KNEIP, WM Daten, Telekurs, etc., to support information exchange; incremental and entire updates; error correction, etc. The Company may prefer to provide a URL to a web page or a document at which it will maintain its market definitions for its clients' easy access. For example: http://www.schroders.lu/emea (this is for illustration purposes only and is not a live URL) Rule MarketExclusion = Market; Synopsis Define a market exclusion to be a single country or a proprietary market definition or accessible via a URL. Typology and constraints See the definition of the rule Market in this document. User guide If the markets within the scope of the agreement are defined by reference to a pre-defined set of markets, one of more members of the set may be excluded from the scope. For example, if we define a proprietary market identifier "Nordics": Nordics = 'DK', 'FI', 'IS', 'NO', 'SE'; And if we now wish to make an agreement covering all countries except Iceland: Market = Nordics; MarketExclusion = 'IS'; See also the user guide of the rule Market in this document. If the practitioner prefers to define an exclusion using a free text statement (with care to ensure that it can be understood clearly), the URL option in the Market definition is a free text field of 256 characters.
OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 39 Rule OfferRights = OfferRightsAndDelegation | Proprietary | OfferRightsNarrative; Synopsis For pooled funds, determines what rights the Counterparty has to sell the Company's Products in the Markets, by reference to: OfferRightsAndDelegation Offer and delegaton rights as defined by standard codes. Proprietary Rights as defined by some other proprietary code. OfferRightsNarrative Offer rights described in free text. Typology and constraints OfferRightsAndDelegation: Defined in this document. Proprietary: ISO 20022 GenericIdentification1. OfferRightsNarrative: ISO 20022 Max350Text. User guide OfferRightsAndDelegation is likely to be sufficient when the Counterparty is distributing funds by public offer and/or private placement in accordance with the Company's registrations and applicable laws, or where the Counterparty has no offer rights. The term "Proprietary" enables the parties to use an alternative descriptor (a short text field of 35 characters) provided that they agree what it is and who issued it. For example, if the message is being used in the context where Company is a platform and Counterparty is a participating member, the parties may agree proprietary descriptors that are suitable for their purposes. The meaning of these descriptors would be defined by the platform, acting as the issuer of the proprietary scheme. OfferRightsNarrative might be used when the parties do not wish to define proprietary descriptors but wish to use a short text description of the Counterparty's offer rights. Rule OfferRightsAndDelegation = OfferRightsCode, DelegationPermitted; Synopsis Determines: OfferRightsCode What offer rights the Counterparty has. DelegationPermitted Whether the Counterparty may delegate its offer rights to a third party. Typology and constraints OfferRightsCode: Defined in this document. DelegationPermitted: ISO 20022 YesNoIndicator. User guide If the DelegationPermitted flag is set (='Yes' or 'True') the Counterparty may delegate to a third party its rights to sell the Company's products subject to the LegalTerms and any LegalVariation. If the DelegationPermitted flag is not set (='No' or 'False') the Counterparty may only delegate to members of its own group its rights to sell the Company's products subject to the LegalTerms and any LegalVariation. The Counterparty may not delegate its offer rights to a third party. Rule OfferRightsCode = 'PrivatePlacement' | 'PublicOffer' | 'PublicOfferAndPrivatePlacement' | 'None'; Synopsis Determines what rights the Counterparty has to sell the Company's Products in the Markets: PublicOffer Counterparty may sell Company's products by public offer only. PrivatePlacement Counterparty may sell Company's products by private placement only. PublicOfferAndPrivatePlacement Counterparty may sell Company's products by public offer and private placement. None Counterparty has no rights to sell Company's products. Typology and constraints OfferRightsCode is an enumerated type implemented as the following four-letter codes: 'PPLA' | 'POFR' | 'POPP' | 'NONE'. User guide The Counterparty's right to sell the Company's products by public offer in a particular market is subject to that product being authorised for sale to the public in that market. The process of obtaining such authority and the practice of whether it is procured by the Company or the Counterparty, and the parties' compliance with applicable public offering rules is beyond the scope of the technical part of this project. The Counterparty's right to sell the Company's products in a particular market by private placement is subject to that market's private placement rules, and is beyond the scope of the technical part of this project. The option 'None' is relevant to agreements in which purpose is only to pay the Counterparty periodic charges on its investments.
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OpenTerms Syntax Issue 02

  • 1. OpenTerms project Operational work stream Syntax and semantic definitions Issue 02 12 July 2016 © Schroders plc 2016 This work derived from the work produced by the DMFSA collaboration project, which continues as the OpenTerms project, and is licensed under a Creative Commons Attribution 3.0 License and you may use, copy, distribute, transmit and adapt it (including for your own commercial purposes) under the terms of that licence. ISO 20022 components have been used where possible to aid compatibility with global financial messaging standards.
  • 2. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 2 Contents Part 1: Introduction Part 2: Synoptic charts of the terms of business syntax Part 3: Syntax rules listed in alphabetic order Part 4: The periodic charge formula Part 5: Cash flow adjustments for segregated mandates Part 6: Syntax semantic definitions Part 7: HoldingValue function reference
  • 3. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 3 Part 1: Introduction This document defines a syntax and provides a semantic reference for preparing documents to describe the terms of business between an asset manager and its clients regardless of whether the clients are subscribing to a pooled fund or a segregated account. The textual listing of the syntax at Part 3 of this document complies with ISO/IEC 14977. A description of that standard including guidance on how to read it is available on the Internet. Those who are not familiar with the standard will find the synoptic charts at Part 2 easier to read initially. The following paragraphs offer a short introduction to how to read the syntax. The syntax uses a simple set of rules to describe terms of business. Rules have a left-hand-side, a right-hand-side and a separation character "=", which indicates that the left-hand-side of the rule has the meaning given by the terms on the right-hand-side. For example, the first and most important rule is: Terms = Company, {Company}, Counterparty, {Counterparty}, Agreement, [Product, {Product}, {ProductExclusion}], [Market, {Market}, {MarketExclusion}], {TransactionChargeSet}, {PeriodicChargeSet}, {Payment}, {Report}; which means that terms of business are defined by the company and the counterparty who made them, some legal terms, the products and markets to which the terms will apply, the charges and payment mandates, etc. The syntax commonly uses the following forms of control in its rules: Sequence Items appear in a rule from left to right, separated by commas; their order is important. Choice Alternative items are separated by the "|" character. One item is chosen from the list of alternatives; their order is not important. Option Optional items are enclosed between the characters "[" and "]"; the item can be included or discarded. Repetition A repeatable item is enclosed between the characters "{" and "}"; the item can be repeated zero or more times. Iteration Limited iteration is indicated by the "*" character. For example, 4 * 'x' means that the symbol 'x' must be included four times. The rules also use the following special characters: Quotation A term enclosed within single quotes stands for itself. For example, 'Clearstream' means Clearstream Bank. Group Some terms are grouped together in round brackets (like this) in order to ensure the desired precedence between operators or to make a rule easier to read. Termination A semi-colon ";" is used to mark the end of a rule. Line breaks are sometimes used to make the rules easier to read; they have no special meaning.
  • 4. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 4 Part 2: Synoptic charts of the terms of business syntax Chart 1: Terms. Chart 2: TransactionChargeSet. Chart 3: PeriodicChargeSet. Chart 4: PeriodicCharge. Chart 5: PeriodicChargeType. Chart 6: HoldingAddress, HoldingValue, CashFlow. Chart 7: Payment and Report. The synoptic charts help the reader to understand the scope and the pattern of the syntax. They also show some of the constraints on the syntax (i.e., in what circumstances some terms should not be used). In the case of a disagreement between a synoptic chart and the syntax, the syntax will prevail.
  • 5. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 5 Terms Company PartyIdentification Counterparty PartyIdentification OfferRights PublicOffer PrivatePlacement PublicOfferAndPrivatePlacement DelegationPermitted OfferRightsNarrative OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 1 Draft number: 17 Date: 12 July 2016 Origin: Terms (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B CompanyCapacity 0..1 1..N Affiliate 0..N 1..N Agreement ExecutionDate LegalAspects Product Market TransactionChargeSet PeriodicChargeSet Payment Report 0..N 0..N 0..N 0..N See chart 2 below See chart 3 below See chart 7 below See chart 7 below ISINAndDescription 0..N Country Proprietary 0..N AgreementID VersionNumber OtherID ApplicableLawAndJurisdiction TermAndTermination Term TerminationNotice Days Months CounterpartyCapacity ContactDetails ContactDetails 1..N 1..N CompanyCapacityCode Proprietary LegalRepresentative ManagementCompany GlobalDistributor OfferRightsAndDelegation Proprietary OfferRightsCode NoneCounterpartyCapacityCode Proprietary Platform Distributor IntroducingAgent ProductPackager InstitutionalInvestor LegalTerms LegalVariation 0..N Law Jurisdiction Country Name ISIN Description Platform 0..1 0..1 FixedTermMonths Open ▼▼ URL URL ▼ ▼ ▼ ▼ ▼ ▼ ▼ 0..1 0..1 0..1 0..1 PlacementAgent CentralisingAgent MostFavouredTerms 0..1 ProductExclusion 0..N MarketExclusion ▼ ▼ PartyIdentification AccessionDate SecessionDate ContactDetails 1..N 0..N ▼ ▼ 0..1 0..1 1..N 1..N 0..N
  • 6. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 6 TransactionChargeSet TransactionChargeSetNumber TransactionCharge PaymentCurrency ShareClassCurrency SettlementWithin TimeLimitBusinessDays TimeLimitCalendarDays 1..N DeMinimisPayment BaseCurrency Other RetrospectiveAdjustmentDeadline TimeLimitMonths Other Currency Threshold 0..1 0..1 0..1 PaymentCurrencyBasis Currency MandateCurrency InvestmentCurrency LatePaymentPenalty 0..1 TransactionChargeType RateTransactionChargeCode Proprietary FrontEndLoad BackEndLoad Switch ▼ ISIN Description 0..1 ▼ HoldingAddressPath HoldingAddressNumber Account HoldingAddressPath TransactionChargeHoldingAddress DefinedLater HoldingAddressPath HoldingAddressNumber 1..N ShareClass SubFund Fund ProductAggregationType Product ISINAndDescription OtherID 1..N URL ▼ RateTransactionCharge TermStartDate Date FirstInvestment TermEndDate Date Open Product ISINAndDescription 1..N TransactionChargeHoldingAggregation TransactionChargePeriod Weekly Monthly Quarterly HalfYearly Yearly Discount CounterpartyShare CompanyShare OtherID SemiMonthly TransactionChargeNumber TransactionChargeHolding TransactionChargeHoldingAddress DefinedLater 1..N ProductAggregationTransactionChargeAggregation 0..1 URL RateTable FlatBand SlidingScaleReferenceCurrency RateTableRow 1..N Threshold Rate RateMethod Movement FixedCharge FixedChargeType Amount Currency FixedChargeDescription FixedChargeCode Proprietary BenchmarkChange MinimumPeriodicCharge* * Not for transaction charges OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 2 Draft number: 17 Date: 12 July 2016 Origin: TransactionChargeSet (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B PenaltyRate BaseRate ▼ ProductExclusion 0..N ISIN Description a 0..1 a ProductExclusion 0..N ▼ ▼ TransactionChargeSetName 0..1 TransactionChargeName 0..1
  • 7. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 7 PeriodicChargeSet PeriodicChargeSetNumber PeriodicCharge 1..N TerminationMode See chart 4 below TerminationType RunOff PeriodMonths AdmitNewPositions CompanyAutoPay CounterpartyInvoice OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 3 Draft number: 17 Date: 12 July 2016 Origin: PeriodicChargeSet (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B PaymentCurrency ShareClassCurrency SettlementWithin TimeLimitBusinessDays TimeLimitCalendarDays DeMinimisCharge BaseCurrency Other RetrospectiveAdjustmentDeadline TimeLimitMonths Other Currency Threshold 0..1 0..1 0..1 PaymentCurrencyBasis Currency DeMinimisPayment Currency Threshold 0..1 PaymentMechanism CoTerminusAgreement Survive NestedCharges 0..1 MandateCurrency InvestmentCurrency PeriodicChargeSetName 0..1
  • 8. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 8 PeriodicCharge PeriodicChargeNumber TermStartDate Date FirstInvestment TermEndDate Date Open 1..N OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 4 Draft number: 17 Date: 12 July 2016 Origin: PeriodicCharge (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B Product ISINAndDescription 1..N OtherID PeriodicChargeHolding PeriodicChargeHoldingDetails DefinedLater HoldingAddress HoldingValue ISIN Description 0..1 URL ▼ Discount FixedCharge PerformancePeriodicCharge VolumePeriodicCharge FeeSharePeriodicCharge PeriodicChargeType Payee 0..1 Company CounterpartySee chart 5 below See chart 5 below See chart 5 below See chart 5 below CashFlow See chart 6 below See chart 6 below PeriodicChargeHoldingAggregation Account HoldingAddressPath PeriodicChargeHoldingDetails DefinedLater 1..N HoldingAddress HoldingValue ShareClass SubFund Fund ProductAggregation ProductAggregationType Product ISINAndDescription OtherID 1..N ISIN Description PeriodicChargeAggregation 0..1 0..1 URL ▼ See chart 6 below CashFlow See chart 6 below See chart 6 below See chart 6 below PeriodicChargePeriod Weekly Quarterly HalfYearly Yearly PeriodDays YearDays CalendarDays365 CalendarDays366 StandardYear360 CalendarDays365 CalendarDays366 StandardYear360 StandardYear365.25 Monthly CalculationFrequency Daily Monthly Quarterly HalfYearly Yearly Weekly PartialChargePeriodConvention Long Short ProductExclusion 0..N ▼ ProductExclusion 0..N ▼ PeriodicChargeName 0..1
  • 9. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 9 OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 5 Draft number: 17 Date: 12 July 2016 Origin: PeriodicChargeType (several) (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B FeeSharePeriodicCharge FeeSharePeriodicChargeCode LookupFrequency PerformancePeriodicCharge Proprietary RateTable 0..1 FlatBand SlidingScaleReferenceCurrency RateTableRow 1..N Threshold Rate RateMethod ManagementFee DistributionFee Management+DistributionFee TotalExpenseRatio VolumePeriodicCharge VolumePeriodicChargeCode LookupFrequency Proprietary RateTable 0..1 FlatBand SlidingScaleReferenceCurrency RateTableRow 1..N Threshold Rate RateMethod TrailerFee IntermediaryServiceFee ItalianSubjectInChargePlacementFee FranceCentralisingAgentFee ManagementFee CustodyFee ReferralFee AdvisoryFee RealEstateFundFee LifeCompanyFee ParticipationRate OutPerformBenchmark PortfolioReturnMeasure Hurdle HighWaterMark OutPerformCap PerformancePeriod SeriesAccounting SpecialConditions 0..1 0..1 0..1 0..1 Description TickerIdentifier CompareMethod 0..1 Arithmetic Geometric TermStartDate Date FirstInvestment TermEndDate Date Open PerformanceMeasurementDate Month Day PerformancePeriodType PerformancePeriodTypeCode PerformancePeriodStartConvention PerformancePeriodHurdleConvention PerformancePeriodYears 0..1 0..1 Fixed Extensible Rolling PerformancePeriodStartConventionCode Proprietary Neutral Progressive AdaptiveSimple Compound FixedCharge FixedChargeType Amount Currency FixedChargeDescription FixedChargeCode Proprietary BenchmarkChange MinimumPeriodicCharge Not for transaction charges▼ ▼ ▼ ▼ 1..N OngoingCharge TotalExpenseRatioCap OngoingChargeCap
  • 10. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 10 HoldingAddressType HoldingAddressPath ClearstreamBankLuxembourg Euroclear FundSettle HoldingAddressNumber SharedAccount SharedAccountHoldingUpdateFrequency 0..1 HoldingCount Daily Monthly Quarterly HalfYearly Yearly MonthEndMean QuarterEndMean HalfYearEndMean YearEndMean Monthly Quarterly HalfYearly Yearly ApplicableNAV ReferHoldingCount ReferCalculationLookupFrequency Daily EligiblePosition IncrementalTrade DecrementalTrade Weekly WeekEndMean SpecialInstructions 0..1 0..1 TradeDate SettlementDate TradeDate SettlementDate OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 6 Draft number: 17 Date: 12 July 2016 Origin: HoldingAddress, HoldingValue, CashFlow (Open Terms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B HoldingAddress HoldingValue Platform PlatformCode Proprietary CrestCo DeutscheBorseClearingAG CaisseInterprofessionelleDepotsVirementsTitres FinnishCentralSecuritiesDepositoryLtd SICOVAM NECIGEF Weekly Daily ▼ CashFlow CashFlowType CashFlowThresholdRelative CashFlowThresholdAbsolute Straight Backward Amount Currency 0..1 0..1
  • 11. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 11 OpenTerms Clear terms of business for the asset management industry Synoptic chart number: 7 Draft number: 17 Date: 12 July 2016 Origin: Payment, Report (OpenTerms project, issue 02) The chart reflects the typological constraints that are described in the Schroders syntax. Key: 0..1 Select the term to the right zero or one times. 0..4 Select the term to the right between zero and four times. 0..N Select the term to the right between zero and as many more times as required. 1..N Select the term to the right at least once and as many more times as required. ▼ Contains underlying terms not shown in these charts. Select A or B A B Payment PaymentNumber ProRataPaymentInstrument PayThruFund CreditTransferDetails ChequeDetails PayThruFundType Reference AgreementSectionCrossReference 0..1 1..N PayThruFundSingleAccount PayThruFundSet 1..N HoldingAddressPath HoldingAddressNumber PayThruFundPayment 1..N ISINAndDescription Ratio TransactionChargeNumber PeriodicChargeNumberReference 0..1 Currency IntermediaryAgent1 IntermediaryAgent1Account IntermediaryAgent2 IntermediaryAgent2Account CreditorAgent CreditorAgentAccount Creditor CreditorAccount AgreementSectionCrossReference 1..N TransactionChargeNumber PeriodicChargeNumber 0..1 0..1 0..1 0..1 0..1 0..1 0..1 Reference Currency PayeeID AgreementSectionCrossReference 1..N TransactionChargeNumber PeriodicChargeNumber 0..1 Report ReportNumber ReportMethod PostalAddress EmailAddress FaxNumber Other 1..N AgreementSectionCrossReference 1..N TransactionChargeNumber PeriodicChargeNumber HoldingAddressPath HoldingAddressNumber ISIN Description a a 0..1 SpecialInstructions 0..1 ▼ ▼ ▼ ▼ ▼ ▼ ▼ ▼ ▼ DirectDebitDetails Reference 0..1 Currency Debtor ▼ DebtorAccount ▼ AgreementSectionCrossReference 1..N 0..1 TransactionChargeNumber PeriodicChargeNumber 0..1 SpecialInstructions 0..1 PaymentName 0..1 ReportName 0..1
  • 12. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 12 Part 3: Syntax rules listed in alphabetic order Terms = Company, {Company}, Counterparty, {Counterparty}, Agreement, [Product, {Product}, {ProductExclusion}], [Market, {Market}, {MarketExclusion}], {TransactionChargeSet}, {PeriodicChargeSet}, {Payment}, {Report}; Affiliate = PartyIdentification, {PartyIdentification}, [AccessionDate, [SecessionDate]], {ContactDetails}; Agreement = AgreementID, VersionNumber, [ExecutionDate], [LegalAspects], [TermAndTermination]; AgreementSectionCrossReference = TransactionChargeNumber | PeriodicChargeNumber; ApplicableLawAndJurisdiction = Law, Jurisdiction; ApplicableNAV = 'ReferHoldingCount' | 'ReferCalculationLookupFrequency' | 'Daily';1 CalculationFrequency = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly';2 CashFlow = CashFlowType, [CashFlowThresholdRelative], [CashFlowThresholdAbsolute]; CashFlowThresholdAbsolute = Amount, Currency; CashFlowType = 'Straight' | 'Backward'; 3 ChequeDetails = [Reference], Currency, PayeeID, AgreementSectionCrossReference, {AgreementSectionCrossReference}; Company = PartyIdentification, {PartyIdentification}, [CompanyCapacity], ContactDetails, {ContactDetails}; CompanyCapacity = CompanyCapacityCode | Proprietary; CompanyCapacityCode = 'LegalRepresentative' | 'ManagementCompany' | 'GlobalDistributor' | 'Platform';4 CompareMethod = 'Arithmetic' | 'Geometric';5 ContactDetails = Name, [Title], [GivenName], [Role], [PhoneNumber], [FaxNumber], [EmailAddress], [SpecialInstructions]; Counterparty = PartyIdentification, {PartyIdentification}, [OfferRights], CounterpartyCapacity, {Affiliate}, ContactDetails, {ContactDetails}; CounterpartyCapacity = CounterpartyCapacityCode | Proprietary; CounterpartyCapacityCode = 'Platform' | 'Distributor' | 'IntroducingAgent' | 'ProductPackager' | 'InstitutionalInvestor' | 'PlacementAgent' | 'CentralisingAgent';6 CreditTransferDetails = [Reference], Currency, [IntermediaryAgent1], [IntermediaryAgent1Account], [IntermediaryAgent2], [IntermediaryAgent2Account], [CreditorAgent], [CreditorAgentAccount], [Creditor], CreditorAccount, AgreementSectionCrossReference, {AgreementSectionCrossReference}; DecrementalTrade = 'TradeDate' | 'SettlementDate';7 DeMinimisCharge = Currency, Threshold; DeMinimisPayment = Currency, Threshold; DirectDebitDetails = [Reference], Currency, [Debtor], DebtorAccount, AgreementSectionCrossReference, {AgreementSectionCrossReference}; EligiblePosition = IncrementalTrade, DecrementalTrade, [SpecialInstructions]; FeeSharePeriodicCharge = FeeSharePeriodicChargeCode | Proprietary, RateTable, [LookupFrequency]; FeeSharePeriodicChargeCode = 'ManagementFee' | 'DistributionFee' | 'Management+DistributionFee' | 'TotalExpenseRatio' | 'OngoingCharge' | 'TotalExpenseRatioCap' | 'OngoingChargeCap';8 FixedCharge = FixedChargeType, Amount, Currency; FixedChargeType = FixedChargeDescription | FixedChargeCode | Proprietary; FixedChargeCode = 'BenchmarkChange' | 'MinimumPeriodicCharge';9 HoldingAddress = HoldingAddressType, HoldingAddressNumber, SharedAccount, [SharedAccountHoldingUpdateFrequency], [EligiblePosition]; HoldingAddressType = HoldingAddressPath | Platform; HoldingCount = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly' | 'WeekEndMean' | 'MonthEndMean' | 'QuarterEndMean' | 'HalfYearEndMean' | 'YearEndMean';10 HoldingValue = HoldingCount, ApplicableNAV; IncrementalTrade = 'TradeDate' | 'SettlementDate';7
  • 13. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 13 ISINAndDescription = ISIN, [Description]; Jurisdiction = Country, [Name]; LatePaymentPenalty = PenaltyRate, BaseRate; LegalAspects = LegalTerms, {LegalVariation}, ApplicableLawAndJurisdiction, [MostFavouredTerms]; LookupFrequency = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly';11 Market = Country | Proprietary | URL; MarketExclusion = Market; OfferRights = OfferRightsAndDelegation | Proprietary | OfferRightsNarrative; OfferRightsAndDelegation = OfferRightsCode, DelegationPermitted; OfferRightsCode = 'PrivatePlacement' | 'PublicOffer' | 'PublicOfferAndPrivatePlacement' | 'None';12 OutPerformBenchmark = Description, [TickerIdentifier], CompareMethod; PartialChargePeriodConvention = 'Long' | 'Short';13 PartyIdentification = AnyBIC | LEIIdentifier | ProprietaryID | NameAndAddress; Payee = 'Company' | 'Counterparty';14 Payment = PaymentNumber, [PaymentName], PaymentInstrument; PaymentCurrency = PaymentCurrencyBasis | Currency; PaymentCurrencyBasis = 'BaseCurrency' | 'ShareClassCurrency' | 'MandateCurrency' | 'InvestmentCurrency';15 PaymentInstrument = PayThruFund | CreditTransferDetails | ChequeDetails | DirectDebitDetails, [SpecialInstructions]; PaymentMechanism = 'CompanyAutoPay' | 'CounterpartyInvoice';16 PayThruFund = PayThruFundType, [Reference], AgreementSectionCrossReference, {AgreementSectionCrossReference}; PayThruFundSet = HoldingAddressPath, HoldingAddressNumber, PayThruFundPayment, {PayThruFundPayment}; PayThruFundPayment = ISINAndDescription, [Ratio]; PayThruFundSingleAccount = HoldingAddressPath, HoldingAddressNumber; PayThruFundType = 'ProRata' | PayThruFundSingleAccount | (PayThruFundSet, {PayThruFundSet}); PerformanceMeasurementDate = Month, Day; PerformancePeriod = TermStartDate, TermEndDate, PerformanceMeasurementDate, PerformancePeriodType, PerformancePeriodYears; PerformancePeriodHurdleConvention = 'Simple' | 'Compound';17 PerformancePeriodicCharge = ParticipationRate, [OutPerformBenchmark], PortfolioReturnMeasure, Hurdle, HighWaterMark, [OutPerformCap], PerformancePeriod, SeriesAccounting, [SpecialConditions]; PerformancePeriodStartConvention = PerformancePeriodStartConventionCode | Proprietary; PerformancePeriodStartConventionCode = 'Neutral' | 'Progressive' | 'Adaptive';18 PerformancePeriodType = PerformancePeriodTypeCode, [PerformancePeriodStartConvention], [PerformancePeriodHurdleConvention]; PerformancePeriodTypeCode = 'Fixed' | 'Extensible' | 'Rolling';19 PeriodDays = 'CalendarDays365' | 'CalendarDays366' | 'StandardYear360';20 PeriodicCharge = PeriodicChargeNumber, [PeriodicChargeName], PeriodicChargeType, TermStartDate, TermEndDate, Product, {Product}, {ProductExclusion}, PeriodicChargeHolding, [PeriodicChargeAggregation], CalculationFrequency, PeriodicChargePeriod, PartialChargePeriodConvention, PeriodDays, YearDays, Payee, Discount, FeeSharePeriodicCharge | VolumePeriodicCharge | PerformancePeriodicCharge | FixedCharge; PeriodicChargeAggregation = ProductAggregation, PeriodicChargeHoldingAggregation; PeriodicChargeHolding = (PeriodicChargeHoldingDetails, {PeriodicChargeHoldingDetails}) | 'DefinedLater'; PeriodicChargeHoldingAggregation = 'Account' | HoldingAddressPath | (PeriodicChargeHoldingDetails, {PeriodicChargeHoldingDetails}) | 'DefinedLater'; PeriodicChargeHoldingDetails = HoldingAddress, (HoldingValue | CashFlow); PeriodicChargePeriod = 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly';21
  • 14. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 14 PeriodicChargeSet = PeriodicChargeSetNumber, [PeriodicChargeSetName], PeriodicCharge, {PeriodicCharge}, [NestedCharges], PaymentCurrency, [SettlementWithin], [RetrospectiveAdjustmentDeadline], [DeMinimisCharge], [DeMinimisPayment], PaymentMechanism, TerminationMode; Platform = PlatformCode | Proprietary; PlatformCode = 'ClearstreamBankLuxembourg' | 'Euroclear' | 'FundSettle' | 'CrestCo' | 'DeutscheBorseClearingAG' | 'CaisseInterprofessionelleDepotsVirementsTitres' | 'FinnishCentralSecuritiesDepositoryLtd' | 'SICOVAM' | 'NECIGEF';22 PortfolioReturnMeasure = 'Net' | 'Gross';23 Product = ISINAndDescription | OtherID | URL; ProductAggregation = ProductAggregationType | (Product, {Product}, {ProductExclusion}); ProductAggregationType = 'ShareClass' | 'SubFund' | 'Fund';24 ProductExclusion = Product; RateTransactionCharge = RateTransactionChargeCode | Proprietary, RateTable; RateTransactionChargeCode = 'FrontEndLoad' | 'BackEndLoad' | 'Switch' | 'Movement';25 RateMethod = 'FlatBand' | 'SlidingScale';26 RateTable = RateMethod, ReferenceCurrency, RateTableRow, {RateTableRow}; RateTableRow = Threshold, Rate; Report = ReportNumber, [ReportName], ReportMethod, {ReportMethod}, AgreementSectionCrossReference, {AgreementSectionCrossReference}, [SpecialInstructions]; ReportMethod = PostalAddress | EmailAddress | FaxNumber | Other; RetrospectiveAdjustmentDeadline = TimeLimitMonths | Other; RunOff = PeriodMonths, AdmitNewPositions; SettlementWithin = TimeLimitBusinessDays | TimeLimitCalendarDays | Other, [LatePaymentPenalty]; SharedAccountHoldingUpdateFrequency = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly';27 Term = FixedTermMonths | 'Open'; TermAndTermination = Term, TerminationNotice; TermEndDate = Date | 'Open'; TerminationMode = TerminationType | RunOff; TerminationNotice = Days | Months; TerminationType = 'CoTerminusAgreement' | 'Survive';28 TermStartDate = Date | 'FirstInvestment'; TransactionCharge = TransactionChargeNumber, [TransactionChargeName], TransactionChargeType, TermStartDate, TermEndDate, Product, {Product}, {ProductExclusion}, TransactionChargeHolding, [TransactionChargeAggregation], TransactionChargePeriod, Discount, CounterpartyShare, CompanyShare; TransactionChargeAggregation = ProductAggregation, TransactionChargeHoldingAggregation; TransactionChargeHolding = (TransactionChargeHoldingAddress, {TransactionChargeHoldingAddress}) | 'DefinedLater'; TransactionChargeHoldingAddress = HoldingAddressPath, HoldingAddressNumber; TransactionChargeHoldingAggregation = 'Account' | HoldingAddressPath | (TransactionChargeHoldingAddress, {TransactionChargeHoldingAddress}) | 'DefinedLater'; TransactionChargePeriod = 'Weekly' | 'SemiMonthly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly';29 TransactionChargeSet = TransactionChargeSetNumber, [TransactionChargeSetName], TransactionCharge, {TransactionCharge}, PaymentCurrency, [SettlementWithin], [RetrospectiveAdjustmentDeadline], [DeMinimisPayment]; TransactionChargeType = RateTransactionCharge | FixedCharge; VolumePeriodicCharge = VolumePeriodicChargeCode | Proprietary, RateTable, {RateTable}, [LookupFrequency]; VolumePeriodicChargeCode = 'TrailerFee' | 'IntermediaryServiceFee' | 'ItalianSubjectInChargePlacementFee' | 'FranceCentralisingAgentFee' | 'ManagementFee' | 'CustodyFee' | 'ReferralFee' | 'AdvisoryFee' | 'RealEstateFundFee' | 'LifeCompanyFee';30 YearDays = 'CalendarDays365' | 'CalendarDays366' | 'StandardYear360' | 'StandardYear365.25';31
  • 15. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 15 Important: the syntax does not fully define every term in the above table through a separate rule as you would expect if it was complied strictly in accordance with ISO/IEC 14977. These "missing terms" are defined as ISO 20022 types or otherwise derived from another rule within Part 6 of this document. Notes for converting the syntax into an XML schema Certain enumerated types are implemented in ISO 20022 through the following code lists: 1 ApplicableNAV1Code = 'RECF' | 'DAIL' | 'REHC'; 2 PeriodicChargeCalculationFrequency1Code = 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'; 3 CashFlowTypeCode = 'STRT' | 'BKWD'; 4 CapacityOrganisationRole1Code = 'LREP' | 'MGCY' | 'GLDR' | 'PLFM'; 5 CompareMethodCode = 'ARIT' | 'GEOM'; 6 CapacityOrganisationRole2Code = 'PLFM' | 'DIST' | 'INAG' | 'PKGR' | 'INIV' | 'PLMA' | 'CENA'; 7 PositionDate1Code = 'TRAD' | 'SETT'; 8 FeeSharePeriodicChargeCode = 'MANF' | 'DISF' | 'MADF' | 'TERF' | 'OGCF' | 'TERC' | 'OGCC'; 9 FixedChargeCode = 'BMCH' | 'MPCA'; 10 MeasurementMethod1Code = 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR' | 'WKEM' | 'MNEM' | 'QUEM' | 'SAEM' | 'YREM'; 11 EventSchedule2Code = 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'; 12 OfferRights1Code = 'PPLA' | 'POFR' | 'POPP' | 'NONE'; 13 PartialChargePeriodConventionCode = 'SHOR' | 'LONG'; 14 PayeeCode = 'CPNY' | 'CPTY'; 15 PaymentCurrency1Code = 'BCCY' | 'SCCY' | 'MCCY' | 'ICCY'; 16 PaymentMechanism1Code = 'CPNY' | 'CPTY'; 17 RollingHurdleConventionCode = 'SMPL' | 'CPND'; 18 PerformancePeriodStartConventionCode = 'NEUT' | 'PROG' | 'ADAP'; 19 PerformancePeriodTypeCode = 'FIXD' | 'XTND' | 'ROLL'; 20 PeriodDays1Code = 'A365' | 'A366' | 'A360'; 21 PeriodFrequency5Code = 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'; 22 FundPlatform1Code = 'CEDE' | 'EOCC' | 'FSTL' | 'CRST' | 'DAKV' | 'CIKB' | 'APKE' | 'SICV' | 'NECI'; 23 PortfolioReturnMeasureCode = 'NETT' | 'GROS'; 24 ProductAggregation1Code = 'SHRE' | 'SFND' | 'FUND'; 25 RateTransactionChargeCode = 'FEND' | 'BEND' | 'SWIT' | 'MVMT'; 26 RateMethod1Code = 'FBND' | 'VWAR'; 27 EventSchedule1Code = 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'; 28 PeriodicChargeTerminationModeCode = 'COTM' | 'SURV'; 29 PeriodFrequency1Code = 'WEEK' | 'TWMN' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'; 30 VolumePeriodicChargeCode = 'TRLF' | 'INSF' | 'ISIP' | 'FCAF' | 'MANF' | 'CUSF' | 'RFLF' | 'ADVF' | 'REFF' | 'LCOF'; 31 PeriodDays2Code = 'A360' | 'A365' | 'A366' | 'JYER';
  • 16. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 16 Part 4: The periodic charge formula This formula applies only when the periodic charge is based on some rate such as a management fee or on the asset volume of the relevant holdings (i.e., when PeriodChargeType is a FeeSharePeriodicCharge or a VolumePeriodicCharge). If the periodic charge is a fixed charge, follow the instructions defined by the rule FixedCharge. If the periodic charge is based on performance, follow the instructions defined by the rule PerformancePeriodicCharge. For each ISIN at each HoldingAddress, the periodic charge calculated under the terms of a particular PeriodicCharge instruction are: Value of periodic charge = ∑ HoldingValuec × PeriodicChargeBasisFactor × Ratec × Final Cycle c=1 DayCount YearDays where the terms in the formula have the following meaning: c The variable "c" counts from the first to the last periodic charge calculation cycle in the PeriodicChargePeriod. FinalCycle FinalCycle is the last calculation cycle in the PeriodicChargePeriod. It is set by the following parameters in the relevant PeriodicCharge instruction and the following table: PeriodicCharge → PeriodicChargePeriod PeriodicCharge → CalculationFrequency PeriodicChargePeriod Weekly Monthly Quarterly HalfYearly Yearly CalculationFrequency Daily 7 Actual number of calendar days in the month Actual number of calendar days in the quarter Actual number of calendar days in the half-year Actual number of calendar days in the year Weekly 1 Actual number of calendar weeks in the month Actual number of calendar weeks in the quarter Actual number of calendar weeks in the half-year Actual number of calendar weeks in the year Monthly 1 3 6 12 Quarterly 1 2 4 HalfYearly Invalid 1 2 Yearly 1 In the case of a weekly CalculationFrequency the number of weeks in a month, quarter, half-year or year will be calculated in accordance with ISO 8601, which is briefly explained below: ISO 8601 defines a calendar week as "an interval of seven calendar days starting with a Monday … " and it says that "… the first calendar week of a year is the one which includes the first Thursday of that year and […] the last calendar week of a calendar year is the week immediately preceding the first calendar week of the next calendar year." Since years may be divided into months, quarters and halves, this definition permits the number of calendar weeks in each PeriodicChargePeriod to be calculated precisely. The DayCount and YearDays conventions described below are valid for both short and long ISO years (52 and 53 weeks). For example, the year 2010 is described in the following table:
  • 17. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 17 2010 Month length Quarter length Half-year length Year length January 4 weeks, starting on 4 January 2010 February 4 weeks March 4 weeks Q1: 12 weeks April 5 weeks May 4 weeks June 4 weeks Q2: 13 weeks H1: 25 weeks July 5 weeks August 4 weeks September 5 weeks Q3: 14 weeks October 4 weeks November 4 weeks December 5 weeks, ending on 2 January 2011 Q4: 13 weeks H2: 27 weeks Year: 52 weeks HoldingValue HoldingValue is the value of the ISIN at the HoldingAddress, which is used on the c th calculation cycle in the PeriodicChargePeriod. It is set by the following parameter in the relevant PeriodicCharge instruction: PeriodicCharge → PeriodicChargeHolding → PeriodicChargeHoldingDetails → HoldingValue (Note that HoldingValuec is not necessarily the same as the value of the ISIN at the HoldingAddress on the day that the c th calculation cycle is run.) PeriodicChargeBasisFactor PeriodicChargeBasisFactor is a coefficient (of type ISO 20022 PercentageRate) that is set according to the following conditions: (1) If PeriodicCharge → PeriodicChargeType is a FeeSharePeriodicCharge then: ― if FeeSharePeriodicChargeCode = 'ManagementFee' then set the PeriodicChargeBasisFactor to the Company's management fee applicable to the ISIN in the relevant period. ― if FeeSharePeriodicChargeCode = 'DistributionFee' then set the PeriodicChargeBasisFactor to the Company's distribution fee applicable to the ISIN in the relevant period. ― if FeeSharePeriodicChargeCode = 'Management+DistributionFee' then set the PeriodicChargeBasisFactor to the sum of the Company's management fee and the distribution fee applicable to the ISIN in the relevant period. ― if FeeSharePeriodicChargeCode = 'TotalExpenseRatio' then set the PeriodicChargeBasisFactor to the average total expense ratio applicable to the ISIN in the relevant period. ― If the FeeSharePeriodicCharge → Proprietary option is used then set the PeriodicChargeBasisFactor to the sum of the Company's fees that the parties have described, which were applicable to the ISIN in the relevant periodic charge period (and which must be a percentage rate that can be applied in the periodic charge formula). (2) If PeriodicCharge → PeriodicChargeType is a VolumePeriodicCharge then set the PeriodicChargeBasisFactor to 100%. Rate Rate is set by the following parameters: FeeSharePeriodicCharge → RateTable or VolumePeriodicCharge → RateTable (including all of its terms) PeriodicCharge → PeriodicChargeAggregation If the RateTable is a "flat rate" table, it will contain only one Rate, which should be applied directly to the periodic charge formula. In this case, the PeriodicCharge will contain no PeriodicChargeAggregation term. In all other cases, the Rate is determined by reading the RateTable as a FlatBand or SlidingScale table (see the definition of the rule RateTable) using the sum of the HoldingValues of the ISINs referenced by PeriodicChargeAggregation. The Rate should then be determined at the LookupFrequency or, if it is not defined, at the CalculationFrequency.
  • 18. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 18 DayCount DayCount is the number of days in the calculation cycle (not in the PeriodicChargePeriod). It is set by the following parameters in the relevant PeriodicCharge and the following table: PeriodicCharge → PeriodDays PeriodicCharge → CalculationFrequency PeriodDays CalendarDays365 CalendarDays366 StandardYear360 CalculationFrequency Daily Count every calendar day in the periodic charge calculation cycle, except 29 February Count every calendar day in the periodic charge calculation cycle, including 29 February Invalid Weekly Monthly 30 Quarterly 90 Half-Yearly 180 Yearly 360 YearDays YearDays is set by the following parameter in the relevant PeriodicCharge and the following table (see also the definition of the rule YearDays): PeriodicCharge → YearDays YearDays CalendarDays365 CalendarDays366 StandardYear360 StandardYear365.25 Count every calendar day in the year, except 29 February Count every calendar day in the year, including 29 February 360 365.25
  • 19. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 19 Part 5: Cash flow adjustments for segregated mandates Some segregated mandates are charged on the basis of the period-end market valuation of the client's investments (typically a quarter-end valuation). These charging schemes adjust the period-end valuation for cash movements (capital flows) instructed by the client during the period, to ensure that the charges are fair to the client and the manager. There are two cash flow adjustment methods for calculating period-end charges: the "straight" and the "backward" method. The straight method takes account of cash flows to calculate the weighted average adjusted assets under management during a period, to which the agreed rate table is applied to calculate the charges. The backward method takes account of cash flows to calculate the adjusted assets under management during each discrete time interval between cash flows during the charging period, and the agreed rate table is applied to each interval to calculate the charges. Cash flow adjustments may be subject to threshold criteria, to ensure that adjustments are not made for immaterial amounts. Straight method The value of a periodic charge is determined by the formula: Value of periodic charge = ( 1 PeriodDays ∑ AUMi × Daysi n i=1 ) × Rate × DayCount YearDays Where: PeriodDays = PeriodicCharge → PeriodDays. n = number of discrete time intervals in the charging period delineated by cash flow events, (e.g., two cash flow events means three intervals). Interval 1 is the interval in which the last day of the charging period falls. AUMi = the value of assets under management during interval i, meaning the market value of assets under management at close of business on the last day of the charging period, adjusted up for cash outflows and down for cash inflows in any interval following interval i. (Take care with direction: the adjustment works backwards from the last day in the charging period and cash flow effects appear inverted. See example below.) Daysi = the number of calendar days duration of interval i (and the sum of all such days during all intervals i=1..n is equal to PeriodDays). Each interval starts on the day of the cash flow. Example for the terms in parentheses above: An account has a value of 12.8 million at the close of business on 31 December. The client withdrew 3 million on 3 December and paid in 5 million on 5 October. The billing period runs from 1 October to 31 December inclusive. Interval "i" Ending Starting AUMi Comment Daysi 1 31 December 3 December 12.8 million 3 million outflow on 3 December 29 2 2 December 5 October 15.8 million 5 million inflow on 5 October 59 3 4 October 1 October 10.8 million 4 Therefore, the value of the terms in parentheses = 1/92 × (12.8 × 29 + 15.8 × 59 + 10.8 × 4) = 14.63695652 million. Rate is set by the function to its left according to the following parameters: VolumePeriodicCharge → RateTable (including all of its terms) PeriodicCharge → PeriodicChargeAggregation If the RateTable is a "flat rate" table, it will contain only one Rate, in which case, the PeriodicCharge will contain no PeriodicChargeAggregation term. In all other cases, the Rate is determined by reading the RateTable as a FlatBand or SlidingScale table (see the definition of the rule RateTable) using the value of AUMi. The Rate should be determined only once, for the entire charging period. DayCount and YearDays: see below.
  • 20. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 20 Backward method The value of a periodic charge is determined by the formula: Value of periodic charge = 1 PeriodDays ∑ (AUMi × Daysi × Ratei × DayCount YearDays ) n i=1 Where: PeriodDays = PeriodicCharge → PeriodDays. n = number of discrete time intervals in the period delineated by cash flow events, (e.g., two cash flow events means three intervals). Interval 1 is the interval in which the last day of the period falls. AUMi = the value of assets under management during interval i, meaning the market value of assets under management at close of business on the last day of the charging period, adjusted up for cash outflows and down for cash inflows in any interval following interval i. (Take care with direction: the adjustment works backwards from the last day in the charging period and cash flow effects appear inverted. See the example table in the section above.) Ratei is the rate set by AUMi according to the following parameters: VolumePeriodicCharge → RateTable (including all of its terms) PeriodicCharge → PeriodicChargeAggregation If the RateTable is a "flat rate" table, it will contain only one Rate, in which case, the PeriodicCharge will contain no PeriodicChargeAggregation term. In all other cases, the Rate is determined by reading the RateTable as a FlatBand or SlidingScale table (see the definition of the rule RateTable) using the value of AUMi. The Rate should be determined only once, for the entire charging period. DayCount and YearDays: see below. Daysi = the number of calendar days duration of interval i. (See the example table in the section above.) DayCount and YearDays (for Straight and Backward methods) DayCount is the number of days in the PeriodicChargePeriod. It is set by the following parameter in the relevant PeriodicCharge and the following table: PeriodicCharge → PeriodDays PeriodDays CalendarDays365 CalendarDays366 StandardYear360 CalculationFrequency Daily Count every calendar day in the periodic charge calculation cycle, except 29 February Count every calendar day in the periodic charge calculation cycle, including 29 February Invalid Weekly Monthly 30 Quarterly 90 Half-Yearly 180 Yearly 360 YearDays YearDays is set by the following parameter in the relevant PeriodicCharge and the following table (see also the definition of the rule YearDays): PeriodicCharge → YearDays (See table on next page.)
  • 21. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 21 YearDays CalendarDays365 CalendarDays366 StandardYear360 StandardYear365.25 Count every calendar day in the year, except 29 February Count every calendar day in the year, including 29 February 360 365.25
  • 22. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 22 Part 6: Syntax semantic definitions Rule Terms = Company, {Company}, Counterparty, {Counterparty}, Agreement, [Product, {Product}, {ProductExclusion}], [Market, {Market}, {MarketExclusion}], {TransactionChargeSet}, {PeriodicChargeSet}, {Payment}, {Report}; Synopsis Terms of business are defined by the following elements: Company A party making pooled funds available under the agreement or a party managing segregated mandates. Counterparty A party being granted sales rights in respect of the pooled funds and markets named in the agreement or a party who awards a segregated mandate to the Company. The Counterparty's affiliates also benefit from the terms of the agreement. Agreement The identity, execution date, legal texts and termination notice terms of the agreement. Product Pooled funds or segregated mandates which are in scope of the agreement. ProductExclusion Any members of a set of products that should be excluded from the scope of the agreement. Market The markets in which the Company grants the Counterparty rights to act in respect of the pooled funds described in Products. MarketExclusion Any members of a set of markets that should be excluded from the scope of the agreement. TransactionChargeSet Event driven charges such as pooled fund front-end loads, back-end loads and conversion (switch) charges and segregated mandate securities transaction charges. PeriodicChargeSet Periodic charges such as pooled fund rebates (ongoing commissions) that the Company will pay to the Counterparty, and segregated account management charges that the Counterparty will pay to the Company. Payment The means by which one party will pay amounts to the other party. Report The means by which one party will report charges to the other party. Typology and constraints Company: Defined in this document. Counterparty: Defined in this document. Agreement: Defined in this document. Product: Defined in this document. ProductExclusion: Defined in this document. Market: Defined in this document. MarketExclusion: Defined in this document. TransactionChargeSet: Defined in this document. PeriodicChargeSet: Defined in this document. Payment: Defined in this document. Report: Defined in this document. User guide This is the root of the rule set. An agreement can be made between several Companies and Counterparties. This is useful, for example, in the event that one member of the Company group acts as manager for one fund whilst a second member acts as manager for a second fund and a third and subsequent members of the Company group act as legal representatives in particular jurisdictions, and all parties, funds and jurisdictions are described within a single global agreement to which several members of the Counterparty group are party. In the context of pooled fund business, the agreement implies that the Counterparty will enjoy certain rights over the Products in all Markets subject to ProductExclusions and MarketExclusions, its CounterpartyCapacity and regulatory restrictions (for example, a fund may not be sold to the public unless it has been registered for that purpose with the relevant authority; that is why this specification does not explicitly say whether, if the Counterparty is a distributor, it is restricted to private placement or free to sell the Company's funds by public offer). If several Products and ProductExclusions are defined, the result should be the relative complement of the union of all Products with respect to the union of all ProductExclusions. The same principle applies to Markets and MarketExclusions. Example: An agreement has defined two sets of Products P1 and P2 and two sets of ProductExclusions P3 and P4. The set of Products to which the Counterparty has rights under the agreement is therefore (P1 ∪ P2) (P3 ∪ P4). A TransactionCharge or PeriodicCharge (both of which are defined later in this document) might refer to products that are not members of the set of Products defined by this top-level Terms rule. That is because the products might be related to another agreement between the parties or to another agreement between the Company and another member of the Counterparty's group or possibly vice versa. In that case, the Counterparty will have the right to have holdings in the related products taken into account when determining the transaction charge and period charge rates but it will have no other rights over them under the terms of the agreement (e.g., in the case of pooled funds it will have no right to distribute them). TransactionChargeSet and PeriodicChargeSet are optional because it is possible that some agreements are made on terms that do not require these payments to be made. Payment and Report are optional because, (i) if no transaction charges or periodic charges are defined, no payments or reports will be necessary and (2) some parties prefer to maintain such details separately.
  • 23. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 23 Rule Affiliate = PartyIdentification, {PartyIdentification}, [AccessionDate, [SecessionDate]], {ContactDetails}; Synopsis A party whom the Counterparty wishes to benefit from the terms of this agreement. PartyIdentification Refer to the party by any BIC, proprietary identifier or name and address. AccessionDate Date upon which the party became the Counterparty's affiliate. SecessionDate Date upon which the party ceased to be the Counterparty's affiliate. ContactDetails Name of a person or department and communication address at which the affiliate can be contacted. Typology and constraints PartyIdentification: Defined in this document. AccessionDate: ISO 20022 ISODate SecessionDate: ISO 20222 ISODate ContactDetails: Defined in this document. User guide PartyIdentification may be given in more than one form, e.g., BIC and/or LEI and or a proprietary identifier and/or a name and address provided that each form given refers to the same unique affiliate. AccessionDate and SecessionDate should be provided if they are known. Rule Agreement = AgreementID, VersionNumber, [ExecutionDate], [LegalAspects], [TermAndTermination]; Synopsis The heads of the legal Agreement comprise the following elements: AgreementID A text reference that the parties agree to assign to the agreement to aid their communication about the agreement. VersionNumber A number to discriminate this agreement from any others that the parties might have made under the same reference. ExecutionDate The date upon which this version of the agreement was executed. LegalAspects The clauses, variations, law and jurisdiction that are the legal foundation of the agreement. TermAndTermination The term of the agreement and any applicable termination notice periods. Typology and constraints AgreementID: ISO 20022 Max35Text. VersionNumber: ISO 20022 Max35Text. ExecutionDate: ISO 20022 ISODate. LegalAspects: Defined in this document. TermAndTermination: Defined in this document. User guide If the parties wish to track their business through order routing systems, they may ensure their anonymity (whilst preserving a unique identifier) by concatenating the AgreementID and VersionNumber values into a text string and transforming it using a suitable one-way hashing function, and using the hash digest as the tracking number. A VersionNumber may be assigned to an agreement only once; it may never be reused. It may, however, be cited any number of times in correspondence about the agreement to which it refers. Rule AgreementSectionCrossReference = TransactionChargeNumber | PeriodicChargeNumber; Synopsis Defines the relationship between a payment mandate and the charge mandates (e.g., one or several TransactionCharges and/or PeriodicCharges) of the agreement. Typology and constraints TransactionChargeNumber: ISO 20022 Max3NumberNonZero, > 0. PeriodicChargeNumber: ISO 20022 Max3NumberNonZero, > 0. User guide Every payment mandate must refer to at least one charge mandate and every charge mandate must appear in at least one payment mandate. A payment mandate may refer to more than one charge mandate where the parties wish to settle through a single account. Several payment mandates may refer to the same charge mandate where the parties wish to settle in more than one currency.
  • 24. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 24 Rule ApplicableLawAndJurisdiction = Law, Jurisdiction; Synopsis The law applicable to the agreement and the courts of the jurisdiction to which the parties will submit. Typology and constraints Law: ISO 20022 CountryCode Jurisdiction: Defined in this document. User guide Jurisdiction may be used to describe the national jurisdiction and the courts within it, which may be a state within a federal system or some other tribunal or arbitration venue that the parties agree to use. Rule ApplicableNAV = 'ReferHoldingCount' | 'ReferCalculationLookupFrequency' | 'Daily'; Synopsis Describes how to determine the net asset value per share (NAV) with which to calculate a HoldingValue. ReferHoldingCount: Use the NAV that is applicable when the HoldingCount is measured. ReferCalculationLookupFrequency: Use the NAV that is applicable on the calculation day. Daily: Use every available NAV. Typology and constraints ApplicableNAV is an enumerated type implemented as the following four-letter codes: 'RECF' | 'DAIL' | 'REHC'. User guide Refer to the rule HoldingValue. Rule CalculationFrequency = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly'; Synopsis Determines the frequency with which the periodic charges are calculated. Typology and constraints CalculationFrequency is an enumerated type implemented as the following four-letter codes: 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'. User guide Not defined.
  • 25. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 25 Rule CashFlow = CashFlowType, [CashFlowThresholdRelative], [CashFlowThresholdAbsolute]; Synopsis Prepare a PeriodicCharge using a cash flow adjusted valuation: CashFlowType Use a straight or backward cash flow adjustment method. CashFlowThresholdRelative Cash flow adjustment is to be applied only if the cash flow in the period exceeds the value of the relevant portfolio measured at the start of the PeriodicChargePeriod. CashFlowThresholdAbsolute Cash flow adjustment is to be applied if the cash flow in the period exceeds this absolute measure during the PeriodicChargePeriod. Typology and constraints CashFlowType: Defined in this document. CashFlowThresholdRelative: ISO 20022 PercentageRate, > 0. CashFlowThresholdAbsolute: Defined in this document. User guide If neither CashFlowThresholdRelative nor CashFlowThresholdAbsolute are defined then CashFlow must be applied. If CashFlowThresholdRelative is defined then CashFlow should not be applied unless the cash movement for the HoldingAddress in the PeriodicChargePeriod expressed as a percentage of the value of the assets at the HoldingAddress measured at the start of the PeriodicChargePeriod exceeds the threshold. If CashFlowThresholdAbsolute is defined then CashFlow should not be applied unless the cash movement for the HoldingAddress in the PeriodicChargePeriod exceeds the amount stated. If CashFlowThresholdRelative and CashflowThresholdAbsolute are silmultaneously defined then CashFlow should not be applied unless both of the thresholds are exceeded (i.e., a logical AND test). Rule CashFlowThresholdAbsolute = Amount, Currency; Synopsis Set a threshold for the application of a cash flow adjustment method by reference to an amount and a currency. Typology and constraints Amount: ISO 20022 Number, > 0. Currency: ISO 20022 CurrencyCode. User guide See rule CashFlow. Rule CashFlowType = 'Straight' | 'Backward'; Synopsis Determine whether a cash flow adjustment is to be calculated using the straight or the backward method. Typology and constraints CashFlowType is an enumerated type implemented as the following four-letter codes: 'STRT' | 'BKWD'. User guide See Part 5 of this document.
  • 26. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 26 Rule ChequeDetails = [Reference], Currency, PayeeID, AgreementSectionCrossReference, {AgreementSectionCrossReference}; Synopsis Charges will be paid by one or more cheques using the following information: Reference The reference that the parties have agreed to attach to the advice note covering each cheque. Currency The currency in which the cheque is to be issued. PayeeID The party to whom the cheque will be payable. AgreementSectionCrossReference References to the charge mandates for which this cheque mandate is to be used. Typology and constraints Reference: ISO 20022 Max35Text. Currency: ISO 20022 CurrencyCode. PayeeID: ISO 20022 NameAndAddress5. AgreementSectionCrossReference: Defined in this document. User guide Cheques are uncommon but some countries still use them, and so this scheme must define a rule by which they can be used. AgreementSectionCrossReferences define the relationship between a cheque mandate and the charge mandates (e.g., one or several TransactionCharge and/or PeriodicCharge) of the agreement. AgreementSectionCrossReferences are not intended to be quoted directly in a cheque cover letter but they may be quoted in the charge statements and reports that are transmitted between the parties to an agreement. If the parties wish to agree to use operational references in their cheque cover letters to help them trace the payment to the agreement and the underlying TransactionCharges and/or PeriodCharges, they should define them in Reference. Payments may be made separately according to the parties' preferences for arranging their business functionally, geographically or by product, or to keep periodic charges separate from transaction charges. Rule Company = PartyIdentification, {PartyIdentification} [CompanyCapacity], ContactDetails, {ContactDetails}; Synopsis Define the name and address of the Company and its contact details. Typology and constraints PartyIdentification: Defined in this document. CompanyCapacity: Defined in this document. ContactDetails: Defined in this document. User guide PartyIdentification may be given in more than one form, e.g., BIC and/or LEI and or a proprietary identifier and/or a name and address provided that each form given refers to the same unique Company. When more than one member of the Company group is a party to the agreement, CompanyCapacity may be used to indicate the capacity in which each member of Company group is acting. For example, it may be acting as management company to certain funds or as the legal representative in a certain jurisdiction. Rule CompanyCapacity = CompanyCapacityCode | Proprietary; Synopsis A Company's capacity may be defined by a pre-defined capacity code or by a proprietary capacity code. Typology and constraints CompanyCapacityCode: Defined in this document. Proprietary: ISO 20022 GenericIdentification30. User guide CompanyCapacityCode provides a set of common pre-defined capacities in which Company may act. The term "Proprietary" enables the parties to use an alternative code (alphanumeric, exactly 4 characters long) provided that they agree what it is and who issued it. For example, if the message is being used in the context where Company is a platform and Counterparty is a participating member, the parties may agree proprietary capacity codes that are suitable for their purposes. The meaning of these codes would be defined by the proprietary code issuer.
  • 27. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 27 Rule CompanyCapacityCode = 'LegalRepresentative' | 'ManagementCompany' | 'GlobalDistributor' | 'Platform'; Synopsis The company may be acting in the capacity of: LegalRepresentative The legal representative in a jurisdiction of some or all of the products covered by the agreement. ManagemementCompany The appointed management company to some or all of the products covered by the agreement. GlobalDistributor The global distributor of some or all of the products covered by the agreement. Platform A party providing administration and execution services to sales agents and/or intermediaries. Typology and constraints CompanyCapacityCode is an enumerated type implemented as the following four-letter codes: 'LREP' | 'MGCY' | 'GLDR' | 'PLFM'. User guide Company may be defined as one or more entities which promote or distribute a fund range or manage a segregated mandate. For example, it may be common for three Company entities to be party to an agreement: Entity 1: a fund's management company, which has the responsibility for the commercialisation of a fund under home state law. Entity 2: a fund's legal representative in a host state (for example, the legal representative for a foreign fund that is being sold in Switzerland). Entity 3: a fund's global distributor, which may be different from its management company, and which may be responsible for granting and managing commercial rights to distribute the fund in several countries around the world. In the event that an entity performs more than one role (for example, management company and global distributor), the Company should select the role that it considers to be the most significant (typically the management company). These capacity descriptions are intended to be generally accepted industry roles. They are not meant to be precise legal definitions. If general roles would be unsatisfactory or if the parties want more definition than is provided by this rule, they may adopt proprietary capacity codes with attendant definitions in as much detail as they wish (see the rule CompanyCapacity → Proprietary). Rule CompareMethod = 'Arithmetic' | 'Geometric'; Synopsis Describes how the outperformance of a portfolio is calculated with respect to the benchmark: Arithmetic Calculate arithmetically. Geometric Calculate geometrically. Typology and constraints CompareMethod is an enumerated type implemented as the following four-letter codes: 'ARIT' | 'GEOM'. User guide Outperformance is the amount by which a portfolio return exceeds the benchmark return, usually expressed as a percentage. It can be calculated arithmetically or geometrically. Example: Portfolio return: 10% Benchmark return: 5% Arithmetic outperformance = 10% - 5% = 5% Geometric outperformance = (1+10%) ÷ (1+5%) - 1 = 4.8%
  • 28. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 28 Rule ContactDetails = Name, [Title], [GivenName], [Role], [PhoneNumber], [FaxNumber], [EmailAddress], [SpecialInstructions]; Synopsis Name of a person or department and communication address at which the affiliate can be contacted. Name The name of the person or the department. Title If a person, their title (e.g., Mr, Mrs, Ms, Doctor). GivenName If a person, their given name or the name by which they are known. Role If a person, their role. PhoneNumber The telephone number to be used for contact. FaxNumber The facsimile number to be used for contact. EmailAddress The email address to be used for contact. SpecialInstructions Any special instructions to be used when making contact. Typology and constraints Name ISO 20022 Max70Text. Title ISO 20022 Max70Text. GivenName ISO 20022 Max70Text. Role ISO 20022 Max70Text. PhoneNumber ISO 20022 PhoneNumber. FaxNumber ISO 20022 PhoneNumber. EmailAddress ISO 20022 Max256Text. SpecialInstructions ISO 20022 Max2000Text. User guide Not defined. Rule Counterparty = PartyIdentification, {PartyIdentification}, [OfferRights], CounterpartyCapacity, {Affiliate}, ContactDetails, {ContactDetails}; Synopsis Define the name and address of the Counterparty, its offer rights and optionally provide further information on the capacity in which it acts under the terms of this agreement. Also name any Counterparty affiliates that will benefit from the terms of the agreement and the contact persons. Typology and constraints PartyIdentification: Defined in this document. OfferRights: Defined in this document. CounterpartyCapacity: Defined in this document. Affiliate: PartyIdentification, defined in this document. ContactDetails: Defined in this document. User guide PartyIdentification may be given in more than one form, e.g., BIC and/or LEI and or a proprietary identifier and/or a name and address provided that each form given refers to the same unique Counterparty. OfferRights should only be available if Markets have been defined. Rule CounterpartyCapacity = CounterpartyCapacityCode | Proprietary; Synopsis A Counterparty's capacity may be described by a pre-defined capacity code or by a proprietary capacity code. Typology and constraints CounterpartyCapacityCode: Defined in this document. Proprietary: ISO 20022 GenericIdentification30. User guide CounterpartyCapacityCode provides a set of common pre-defined capacities in which Counterparty may act. The term "Proprietary" enables the parties to use an alternative code (alphanumeric, exactly 4 characters long) provided that they agree what it is and who issued it.
  • 29. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 29 Rule CounterpartyCapacityCode = 'Platform' | 'Distributor' | 'IntroducingAgent' | 'ProductPackager' | 'InstitutionalInvestor' | 'PlacementAgent' | 'CentralisingAgent'; Synopsis The Counterparty may be acting in the capacity of: Platform A party providing administration and execution services to sales agents and/or intermediaries. Distributor An intermediary distributing shares to underlying investors or executing orders as global custodian. IntroducingAgent An introducing agent. ProductPackager A product packager, such as a life company or a structured product manufacturer. InstitutionalInvestor An institutional investor, investing for its own account. Typology and constraints CounterpartyCapacityCode is an enumerated type implemented as the following four-letter codes: 'PLFM' | 'DIST' | 'INAG' | 'PKGR' | 'INIV' | 'PLMA' | 'CENA'. User guide Counterparty should select the role that it considers to be most representative of the capacity in which it will act. These capacity descriptions are intended to be generally accepted industry roles. They are not meant to be precise legal defintions. If general roles would be unsatisfactory or if the parties want more definition than is provided by this rule, they may adopt proprietary capacity codes with attendant definitions in as much detail as they wish (see the rule CounterpartyCapacity → Proprietary). Rule CreditTransferDetails = [Reference], Currency, [IntermediaryAgent1], [IntermediaryAgent1Account], [IntermediaryAgent2], [IntermediaryAgent2Account], [CreditorAgent], [CreditorAgentAccount], [Creditor], CreditorAccount, AgreementSectionCrossReference, {AgreementSectionCrossReference}; Synopsis Describes one or more bank accounts to which a party will make credit transfers in respect of the charges due under the terms of the agreement: Reference An operational reference that the parties have agreed to attach to each payment. Currency The currency of the CreditorAccount. IntermediaryAgent1 The first intermediary agent's identity. IntermediaryAgent1Account The first intermediary agent's account. IntermediaryAgent2 The second intermediary agent's identity. IntermediaryAgent2Account The second intermediary agent's account. CreditorAgent The creditor agent's identity. CreditorAgentAccount The creditor agent's account. Creditor The creditor's identity. CreditorAccount The creditor's account. AgreementSectionCrossReference Cross references to the related transaction charge and periodic charge mandates. Typology and constraints Reference ISO 20022 Max35Text. Currency ISO 20022 CurrencyCode. IntermediaryAgent1 ISO 20022 FinancialInstitutionIdentification7Choice. IntermediaryAgent1Account ISO 20022 AccountIdentificationAndName3. IntermediaryAgent2 ISO 20022 FinancialInstitutionIdentification7Choice. IntermediaryAgent2Account ISO 20022 AccountIdentificationAndName3. CreditorAgent ISO 20022 FinancialInstitutionIdentification7Choice. CreditorAgentAccount ISO 20022 AccountIdentificationAndName3. Creditor PartyIdentificationChoice, defined in this document. CreditorAccount ISO 20022 AccountIdentificationAndName3. AgreementSectionCrossReference Defined in this document. User guide This rule defines the creditor side of a payment chain. AgreementSectionCrossReferences define the relationship between a credit transfer mandate and the charge-earning mandates (e.g., one or several TransactionCharges and PeriodicCharges) of the agreement. AgreementSectionCrossReferences are not intended to be quoted directly within a SWIFT credit transfer message but they may be quoted in the charge statements and reports that are transmitted between the parties to an agreement. If the parties wish to agree to use operational references in their SWIFT payment messages to help trace the payment to the agreement and the underlying TransactionCharges and/or PeriodicCharges, they should define them in Reference. Parties who wish to use Reference in SWIFT FIN messages should limit the length of the field to 16 characters. Parties should also take care to ensure that the destination system that will process the message payload is capable of handling the character set used within the message. For example, many systems need special configuration to support character sets other than Latin-1. Payments could be made through several mandates according to the parties' preferences for arranging their business functionally, geographically or by product, or to keep periodic charges separate from transaction charges, or for any other reason that the parties choose.
  • 30. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 30 Rule DecrementalTrade = 'TradeDate' | 'SettlementDate'; Synopsis Determine how decremental trades (i.e., redemptions, switches out and transfers out) are measured for PeriodicChargeHolding and PeriodicChargeHoldingAggregation purposes: TradeDate The trade is effective from the trade date. SettlementDate The trade is effective from the settlement date. Typology and constraints DecrementalTrade is an enumerated type implemented as the following four-letter codes: 'TRAD' | 'SETT'. User guide See also the rule EligiblePosition. Rule DeMinimisCharge = Currency, Threshold; Synopsis Determine the minimum threshold at which charges will be applied under the agreement: Currency Charges might be in several currencies and must be converted to a single currency to perform the test. Threshold The threshold value to be used in the test. Typology and constraints Currency: ISO 20022 CurrencyCode. Threshold: ISO 20022 Number, > 0. For pooled funds, DeMinimisCharge → Threshold <= DeMinimisPayment → Threshold. User guide For pooled funds, DeMinimisCharge is intended to ensure that the Counterparty earns periodic charges only if its holdings are commercially significant. If the Threshold is not exceeded, the Counterparty will forfeit the charges calculated for its business in that period. For segregated mandates, DeMinimisCharge is intended to ensure that the Company receives at least the Threshold level of charges for managing the Counterparty's mandates (the actual charge applied shall be the greater of the charges calculated on the Counterparty's mandates and the Threshold). See also the rules DeMinimisPayment and RateTableRow (which can be used in a complementary way in pooled funds). Rule DeMinimisPayment = Currency, Threshold; Synopsis Determine the minimum threshold at which charges will be paid under the agreement: Currency Payment might be in several currencies and must be converted to a single currency to perform the test. Threshold The threshold below which amounts will not be paid but will be carried forward on account. Typology and constraints Currency: ISO 20022 CurrencyCode. Threshold: ISO 20022 Number, > 0. For pooled funds, DeMinimisCharge → Threshold <= DeMinimisPayment → Threshold. User guide DeMinimisPayment is used to ensure that payments are generally made for commercially sensible amounts, equal to or greater than a threshold that is set by the parties to the agreement. The test is to be applied on the aggregate (i.e., total) amount payable. Note that we do not apply the previous rule, DeMinimisCharge, to transaction charges because they are automatically deducted at the time of each transaction. However, we do apply the rule DeMinimisPayment because payment amounts might fall below a commercially reasonable level.
  • 31. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 31 Rule DirectDebitDetails = [Reference], Currency, [Debtor], DebtorAccount, AgreementSectionCrossReference, {AgreementSectionCrossReference}; Synopsis Describes the debtor's bank account from which the creditor can directly debit the charges due under the terms of the agreement: Reference An operational reference that the parties have agreed to attach to each payment. Currency The currency of the DebtorAccount. Debtor The debtor's identity. DebtorAccount The debtor's account. AgreementSectionCrossReference Cross references to the related transaction charge and periodic charge mandates. Typology and constraints Reference ISO 20022 Max35Text. Currency ISO 20022 CurrencyCode. Debtor PartyIdentification, defined in this document. DebtorAccount ISO 20022 AccountIdentificationAndName3. AgreementSectionCrossReference Defined in this document. User guide Not defined Rule EligiblePosition = IncrementalTrade, DecrementalTrade, [SpecialInstructions]; Synopsis Determine a convention for measuring positions with respect to trade date or settlement date, and whether to include or exclude certain positions from a charge calculation: IncrementalTrade Trades that increase the Counterparty's positions (subscriptions, switches in, transfers in). DecrementalTrade Trades that decrease the Counterparty's positions (redemptions, switches out, transfers out). SpecialInstructions Instructions to include or exclude certain positions. Typology and constraints IncrementalTrade: Defined in this document. DecrementalTrade: Defined in this document. SpecialInstructions: ISO 20022 Max2000Text. User guide The parties should set the trade date and settlement date parameters consistently for all trades that increase the Counterparty's position and for all trades that decrease the Counterparty's position. Therefore, these are the possible combinations for incremental and decremental trades: IncrementalTrade: TRAD TRAD SETT SETT DecrementalTrade: TRAD SETT TRAD SETT For the purposes of this rule the German concept of "valuta" is considered to be equivalent to 'SETT'. The SpecialInstructions field may be used to include or exclude certain positions when calculating periodic charges. For example: (1) When transferring accounts from one or more central transfer agents onto a consolidating platform, positions that existed before the consolidation date can be identified and treated separately. (2) If a promoter / fund manager wishes to make a special promotion, in which the special rate persists for assets that are raised during the promotional period, the positions can be identified and treated separately. The ability to identify positions with respect to time is a function of the system in which the shares are registered (not every system can do it). The SpecialInstructions free text field provides the flexibility to identify positions in a way that is compatible with the underlying system.
  • 32. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 32 Rule FeeSharePeriodicCharge = FeeSharePeriodicChargeCode | Proprietary, RateTable, [LookupFrequency]; Synopsis Determine: FeeSharePeriodicChargeCode The type of fee share periodic charge by reference to a standard code. Proprietary The type of fee share periodic charge by reference to a proprietary code. RateTable The rate at which the periodic charge should be applied. LookupFrequency How often the rate should be looked up. Typology and constraints FeeSharePeriodicChargeCode: Defined in this document. Proprietary: ISO 20022 GenericIdentification30. RateTable: Defined in this document. LookupFrequency: Defined in this document. User guide PeriodicCharge → PeriodicChargePeriod <= LookupFrequency <= PeriodicCharge → CalculationFrequency, where the symbol "<=" means that the term on the left hand side must be equal to or less frequent than the term on the right hand side. If LookupFrequency is not defined then it is equal to CalculationFrequency. Rule FeeSharePeriodicChargeCode = 'ManagementFee' | 'DistributionFee' | 'Management+DistributionFee' | 'TotalExpenseRatio' | 'OngoingCharge' | 'TotalExpenseRatioCap' | 'OngoingChargeCap'; Synopsis A fee share periodic charge is based upon the rate of a fund's management fee, the distribution fee, the sum of the two, the fund's total expense ratio (TER), the ongoing charge (OGC), a total expense ratio cap or an ongoing charge cap. Typology and constraints FeeSharePeriodicChargeCode is an enumerated type implemented as the following four-letter codes: 'MANF' | ''DISF' | 'MADF' | 'TERF' | 'OGCF' | 'TERC' | 'OGCC'. User guide FeeSharePeriodicChargeCode is intended for use in pooled funds, which publish the relevant rates in their prospectuses or their financial reports. The fund's total expense ratio will be calculated according to the methodology used by the fund's management company. Counterparty should inform itself of that methodology before using that option. The fund's ongoing charge will be calculated according to the methodology imposed upon the fund by its home state regulations governing the calculation of ongoing charges for use in point-of-sales materials (e.g., key information documents in the European Union). TotalExpenseRatioCap and OngoingChargeCap differ from the other types of this charge in that the charge payable is the monetary value of the TER or OCG (calculated monthly using unaudited data) in excess of the TER or OGC cap described in the rate table. See also rule RateTableRow. Rule FixedCharge = FixedChargeType, Amount, Currency; Synopsis A PeriodicCharge or a TransactionCharge may be a fixed amount: FixedChargeType The description of the charge. Amount The financial amount of the charge. Currency The currency in which Amount is expressed. Typology and constraints FixedChargeType: Defined in this document. Amount: ISO 20222 Number, > 0. Currency: ISO 20022 CurrencyCode. User guide Not defined.
  • 33. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 33 Rule FixedChargeType = FixedChargeDescription | FixedChargeCode | Proprietary; Synopsis A fixed charge may be described using a text description, a standard charge code or a proprietary charge code. Typology and constraints FixedChargeDescription: ISO 20022 Max2000Text. FixedChargeCode: Defined in this document. Proprietary: ISO 20022 GenericIdentification30. User guide Standard charge codes are defined by FixedChargeCode. New codes can be defined as proprietary codes provided that the parties to the agreement agree upon their definition. Rule FixedChargeCode = 'BenchmarkChange' | 'MinimumPeriodicChargeAmount'; Synopsis Fixed charges may be applied for the following reasons: BenchmarkChange When the parties to the agreement change the benchmark that they use to measure the performance of a Product. MinimumPeriodicChargeAmount To ensure that the PeriodicCharges applicable in a PeriodicChargePeriod are not less than a defined amount. Typology and constraints FixedChargeCode is an enumerated type implemented as the following four-letter codes: 'BMCH' | 'MPCA'. User guide A BenchmarkChange charge is the fixed charge applicable when the Counterparty requests the Company to change the benchmark that is used to measure the performance of a product, whether or not the benchmark is used in a performance fee. The charge is applied to each product; for example, five products measured to a common benchmark 'A' will give rise to five fixed charges when they change to a common benchmark 'B'. A MinimiumPeriodicChargeAmount is the total PeriodicCharge that shall be applied in the event that the sum of all PeriodicCharges (excluding PerformanceBasedCharges) calculated in a PeriodicChargePeriod are less than the MinimiumPeriodicChargeAmount. Rule HoldingAddress = HoldingAddressType, HoldingAddressNumber, SharedAccount, [SharedAccountHoldingUpdateFrequency], [EligiblePosition]; Synopsis Describe the addresses at which the Counterparty's investments are held: HoldingAddressType The address refers to a holding at a transfer agency or a custodian or an internal accounting system or at Clearstream, Euroclear or FundSettle. HoldingAddressNumber The address number. SharedAccount The HoldingAddressType is an account-level address type and the account is shared with one or more other beneficial owners. SharedAccountHoldingUpdateFrequency The frequency at which the Counterparty's interest in a shared account will be analysed. EligiblePosition Positions are to be measured by trade date or settlement date and optionally included or excluded. Typology and constraints HoldingAddressType: Defined in this document. HoldingAddressNumber: ISO 20022 Max35Text. SharedAccount: ISO 20022 YesNoIndicator. SharedAccountHoldingUpdateFrequency: Defined in this document. EligiblePosition: Defined in this document. SharedAccountHoldingUpdateFrequency must only be used if SharedAccountFlag is set to 'Yes' or 'True'. User guide Some parties prefer explicitly to define the SharedAccountHoldingUpdateFrequency for shared accounts, but it is not compulsory and charge calculation agents will infer a frequency from HoldingValue. Shared accounts are not normally analysed more frequently than monthly. In some circumstances, the Counterparty may wish to include in the agreement an iCSD account number (e.g., Clearstream or Euroclear) whereas the Company's charge calculation agent may need to know the agent code that will be issued by the Company's transfer agent. Both are valid HoldingAddresses, although they point to the same holdings. It is acceptable to include both in the agreement provided that the charge calculation agent ensures that the holdings are not double-counted when calculating charges.
  • 34. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 34 Rule HoldingAddressType = HoldingAddressPath | Platform; Synopsis For each HoldingAddressNumber, the parties must say which organisation issued the number and, if it is a proprietary system, at which level in the system the number is meaningful. Typology and constraints HoldingAddressPath: ISO 20022 Max350Text. Platform: Defined in this document. User guide HoldingAddressPath is a string capable of addressing a specific transfer agency, global custodian, fund platform, etc., and the level in that agent's system at which the HoldingAddressNumber is meaningful. It does not require the syntax to know anything about the agent's identity or system design (for example, whether it defines objects such as investor identifiers, account numbers, agent codes, plan numbers, etc), but the parties must agree to use a meaningful string. We recommend that the parties adopt a "dotted" notation in the form "organisation.domicile.system_level" such as this: "schroders.luxembourg.agentcode" HoldingAddressNumber is an agent code at Schroders' transfer agent in Luxembourg "schroders.luxembourg.account" HoldingAddressNumber is an account number at Schroders' transfer agent in Luxembourg "schroders.hongkong.agentcode" HoldingAddressNumber is an agent code at Schroders' transfer agent in Hong Kong "ifds.uk.agentcode" HoldingAddressNumber is an agent code at IFDS' transfer agent in the UK Rule HoldingCount = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly' | 'WeekEndMean' | 'MonthEndMean' | 'QuarterEndMean' | 'HalfYearEndMean' | 'YearEndMean'; Synopsis The number of shares or units of an ISIN at a holding address may be measured in the following ways (in each case at the close of business on the relevant day): Daily Upon each calendar day. Weekly On the last day of a calendar week (Sunday). Monthly On the last day of a calendar month (31 January, 28/29 February, 31 March, 30 April, etc). Quarterly On the last day of a calendar quarter (31 March, 30 June, 30 September, 31 December). HalfYearly On the last day of a calendar half-year (30 June, 31 December). Yearly On the last day of a calendar year (31 December). WeekEndMean The arithmetic mean of the last day of a calendar week and the last day of the prior calendar week. MonthEndMean The arithmetic mean of the last day of a calendar month and the last day of the prior calendar month. QuarterEndMean The arithmetic mean of the last day of a calendar quarter and the last day of the prior calendar quarter. HalfYearEndMean The arithmetic mean of the last day of a calendar half-year and the last day of the prior calendar half-year. YearEndMean The arithmetic mean of the last day of a calendar year and the last day of the prior calendar year. Typology and constraints HoldingCount is an enumerated type implemented as the following four-letter codes: 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR' | 'WKEM' | 'MNEM' | 'QUEM' | 'SAEM' | 'YREM'. User guide The parties should set HoldingCount to a value that is compatible with the holding address. The start of a calendar week is each Monday (ISO 8601).
  • 35. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 35 Rule HoldingValue = HoldingCount, ApplicableNAV; Synopsis The value of a holding of an ISIN upon which a periodic charge is calculated is the product of the number of shares or units of the ISIN that are held and the applicable NAV per share or unit. Typology and constraints HoldingCount: Defined in this document. ApplicableNAV: Defined in this document. User guide The HoldingValue is a function of the HoldingCount and the ApplicableNAV and (by inference) the CalculationFrequency if the function is being used for periodic charge calculation or the LookupFrequency if it is being used for holding aggregation. The function is expressed in several forms. For example: (1) The product of holdings and NAV on a particular day: dd NAVHoldingsueHoldingVal  (2) The arithmetic mean of the product of holdings and NAV on each day in a particular period (e.g., every day in a month):   n 1i dd ii NAVHoldings n 1 ueHoldingVal Where: n = number of days in the month di = day i (3) The arithmetic mean of the product of holdings and NAV in nested periods (e.g., every month's-end holdings in a quarter and every day's NAV in each month):    a 1i b 1j dd ji NAVHoldings n 1 ueHoldingVal Where: n = number of days in the quarter a = number of months in the quarter b = number of days in month i di = last day of month i dj = day j in month i There are many variants of the function, which permit different holdings and NAVs to be used. Only a few of them (the simple ones) are commonly used. A complete reference of the function HoldingValue for all 198 combinations of HoldingCount, ApplicableNAV and CalculationFrequency/LookupFrequency is at Part 6 of this document. Some of the functions are deprecated (i.e., they should not be used except for system backward compatibility purposes). This is because they sample the NAV less often than they sample the HoldingCount, when it is clearly better to sample the NAV at least as often as the HoldingCount. System designers should note that the functions are intended to perform mathematical division as late as possible in order to minimise the effect of rounding errors on the periodic charge calculation. Rule IncrementalTrade = 'TradeDate' | 'SettlementDate'; Synopsis Determine how Incremental trades (i.e., subscriptions, switches in and transfers in) are measured for PeriodicChargeHolding and PeriodicChargeHoldingAggregation purposes: TradeDate The trade is effective from the trade date. SettlementDate The trade is effective from the settlement date. Typology and constraints IncrementalTrade is an enumerated type implemented as the following four-letter codes: 'TRAD' | 'SETT'. User guide See also the rule EligiblePosition.
  • 36. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 36 Rule ISINAndDescription = ISIN, [Description]; Synopsis An international securities identification number and a descriptor (typically the full name of the share class). Typology and constraints ISIN: ISO 20022 ISINIdentifier. Description: ISO 20022 Max140Text. User guide Not defined. Rule Jurisdiction = Country, [Name]; Synopsis The courts of the jurisdiction to which the parties will submit in respect of the agreement. Typology and constraints Country: ISO 20022 CountryCode. Name: ISO 20022 Max70Text. User guide Not defined. Rule LatePaymentPenalty = PenaltyRate, BaseRate; Synopsis Determines any late payment penalties that may be agreed between the parties: PenaltyRate The penalty rate of interest to be applied, set as an annual equivalent rate. BaseRate The base rate of interest with respect to which penalty interest should be calculated. Typology and constraints PenaltyRate: ISO 20022 PercentageRate, >= 0. BaseRate: ISO 20022 Max350Text. User guide LatePayment penalties should become payable from the day following the expiry of the payment deadline set by the term SettlementWithin and be calculated daily using the day count convention actual/actual.
  • 37. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 37 Rule LegalAspects = LegalTerms, {LegalVariation}, ApplicableLawAndJurisdiction, [MostFavouredTerms]; Synopsis The essential legal framework for the agreement: LegalTerms The legal terms of the agreement (industry standard terms or proprietary terms). LegalVariation Any variation to the LegalTerms. ApplicableLawAndJurisdiction The law which will govern the agreement and the courts to which the parties will submit. MostFavouredTerms The Company has most favoured nation status and in what respect. Typology and constraints LegalTerms: ISO 20022 Max350Text. LegalVariation: ISO 20022 Max350Text. ApplicableLawAndJurisdiction: Defined in this document. MostFavouredTerms: ISO 20022 Max2000Text. User guide LegalTerms is a text field that can contain the name of a model agreement, such as a model fund sales agreement or the Swiss Funds Association model distribution agreement, or a reference to a proprietary legal agreement. An agreement may have several legal variations. For example: (1) A generic model fund sales agreement may be extended by a model support annex that is relevant to a specific sector, such as the structured products sector, the life sector or the platform sector. (2) A model agreement may be amended by the parties, the amendments being recorded in a legal variation document. (3) An enabling agreement may be applied, such as may happen when a Counterparty gives a Company notice of a new sub-distributor's appointment. (4) A proprietary agreement may be modified by a side letter. LegalVariation is a free text field, which allows the parties to describe the legal variation in natural language. It may take the form of a reference to a document containing one or more statements of variation from the contracted legal terms of the agreement. It may also be a reference to a model document (e.g., a sector-specific extension of a master model agreement) or a proprietary document drawn up by the contracting parties. For example: "Amendment to the Agreement between ABC Promoter and XYZ Distributor dated 10 May 2011." Rule LookupFrequency = 'Daily' | 'Weekly' | 'Monthly' | 'Quarterly' | 'HalfYearly' | 'Yearly'; Synopsis How often in a period the Counterparty's total holding values should be used to look up the Rate: Daily Upon each calendar day. Weekly On the last day of a calendar week (Sunday). Monthly On the last day of a calendar month (31 January, 28/29 February, 31 March, 30 April, etc). Quarterly On the last day of a calendar quarter (31 March, 30 June, 30 September, 31 December). HalfYearly On the last day of a calendar half-year (30 June, 31 December). Yearly On the last day of a calendar year (31 December). Typology and constraints LookupFrequency is an enumerated type implemented as the following four-letter codes: 'DAIL' | 'WEEK' | 'MNTH' | 'QUTR' | 'SEMI' | 'YEAR'. User guide The start of a calendar week is each Monday (ISO 8601). If LookupFrequency is not defined, RateTable lookup will happen at the same frequency as CalculationFrequency.
  • 38. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 38 Rule Market = Country | Proprietary | URL; Synopsis Define a market to be a single country or a proprietary market definition or accessible via a URL. Typology and constraints Country: ISO 20022 CountryCode. Proprietary: ISO 20022 GenericIdentification1. URL: ISO 20022 Max256Text. User guide The Company may assemble the countries of a region into a set and assign a name (an identity, being a Max35Text field within the definition of the Proprietary type) to it, which its sales force and operations staff can use. For example, "Europe" might mean the set of countries including France, Germany, Italy, Spain, etc. The Company may define as many regions as it wishes and hold their names in its proprietary systems as standing data. Such definitions will be proprietary but they should not be considered private data, and should be disclosed to the Counterparty. For example, a proprietary identifier for Schroders' definition of Europe, Middle East and Africa ("EMEA," which comprises at least three regions and many countries) would appear in message XML as: <Mkt> <Prtry> <Id>EMEA</Id> <Issr>Schroders</Issr> </Prtry> </Mkt> Because a proprietary definition is under the Company's control, the Company must provide the Counterparty with the means to expand it into the complete list of its members. The Company must maintain each proprietary definition and ensure that new and historical definitions are made available to the Counterparty. The parties must agree how updates should be made, including whether they should support a "push model" (Company sends updates to Counterparty), a "pull model" (Counterparty requests updates from Company), or the use of third party agents such as KNEIP, WM Daten, Telekurs, etc., to support information exchange; incremental and entire updates; error correction, etc. The Company may prefer to provide a URL to a web page or a document at which it will maintain its market definitions for its clients' easy access. For example: http://www.schroders.lu/emea (this is for illustration purposes only and is not a live URL) Rule MarketExclusion = Market; Synopsis Define a market exclusion to be a single country or a proprietary market definition or accessible via a URL. Typology and constraints See the definition of the rule Market in this document. User guide If the markets within the scope of the agreement are defined by reference to a pre-defined set of markets, one of more members of the set may be excluded from the scope. For example, if we define a proprietary market identifier "Nordics": Nordics = 'DK', 'FI', 'IS', 'NO', 'SE'; And if we now wish to make an agreement covering all countries except Iceland: Market = Nordics; MarketExclusion = 'IS'; See also the user guide of the rule Market in this document. If the practitioner prefers to define an exclusion using a free text statement (with care to ensure that it can be understood clearly), the URL option in the Market definition is a free text field of 256 characters.
  • 39. OpenTerms syntax and semantic definitions, issue 02, 12 July 2016 Page 39 Rule OfferRights = OfferRightsAndDelegation | Proprietary | OfferRightsNarrative; Synopsis For pooled funds, determines what rights the Counterparty has to sell the Company's Products in the Markets, by reference to: OfferRightsAndDelegation Offer and delegaton rights as defined by standard codes. Proprietary Rights as defined by some other proprietary code. OfferRightsNarrative Offer rights described in free text. Typology and constraints OfferRightsAndDelegation: Defined in this document. Proprietary: ISO 20022 GenericIdentification1. OfferRightsNarrative: ISO 20022 Max350Text. User guide OfferRightsAndDelegation is likely to be sufficient when the Counterparty is distributing funds by public offer and/or private placement in accordance with the Company's registrations and applicable laws, or where the Counterparty has no offer rights. The term "Proprietary" enables the parties to use an alternative descriptor (a short text field of 35 characters) provided that they agree what it is and who issued it. For example, if the message is being used in the context where Company is a platform and Counterparty is a participating member, the parties may agree proprietary descriptors that are suitable for their purposes. The meaning of these descriptors would be defined by the platform, acting as the issuer of the proprietary scheme. OfferRightsNarrative might be used when the parties do not wish to define proprietary descriptors but wish to use a short text description of the Counterparty's offer rights. Rule OfferRightsAndDelegation = OfferRightsCode, DelegationPermitted; Synopsis Determines: OfferRightsCode What offer rights the Counterparty has. DelegationPermitted Whether the Counterparty may delegate its offer rights to a third party. Typology and constraints OfferRightsCode: Defined in this document. DelegationPermitted: ISO 20022 YesNoIndicator. User guide If the DelegationPermitted flag is set (='Yes' or 'True') the Counterparty may delegate to a third party its rights to sell the Company's products subject to the LegalTerms and any LegalVariation. If the DelegationPermitted flag is not set (='No' or 'False') the Counterparty may only delegate to members of its own group its rights to sell the Company's products subject to the LegalTerms and any LegalVariation. The Counterparty may not delegate its offer rights to a third party. Rule OfferRightsCode = 'PrivatePlacement' | 'PublicOffer' | 'PublicOfferAndPrivatePlacement' | 'None'; Synopsis Determines what rights the Counterparty has to sell the Company's Products in the Markets: PublicOffer Counterparty may sell Company's products by public offer only. PrivatePlacement Counterparty may sell Company's products by private placement only. PublicOfferAndPrivatePlacement Counterparty may sell Company's products by public offer and private placement. None Counterparty has no rights to sell Company's products. Typology and constraints OfferRightsCode is an enumerated type implemented as the following four-letter codes: 'PPLA' | 'POFR' | 'POPP' | 'NONE'. User guide The Counterparty's right to sell the Company's products by public offer in a particular market is subject to that product being authorised for sale to the public in that market. The process of obtaining such authority and the practice of whether it is procured by the Company or the Counterparty, and the parties' compliance with applicable public offering rules is beyond the scope of the technical part of this project. The Counterparty's right to sell the Company's products in a particular market by private placement is subject to that market's private placement rules, and is beyond the scope of the technical part of this project. The option 'None' is relevant to agreements in which purpose is only to pay the Counterparty periodic charges on its investments.