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Liquidnet on MiFID II Position Paper

Introduction
Liquidnet operates the largest block crossing system in the world, providing block trading
services for equity securities in thirty-nine countries on five continents. We bring together
leading asset managers on a single trading network. Our customers are primarily buy-side
institutions, such as pension and mutual funds, which trade on behalf of tens of millions of
individual European investors. Our average negotiated trade is more than 100 times larger
than the average trade on the LSE, NYSE Euronext and other European exchanges.

Why does what we do matter?
Liquidnet addresses some of the major problems facing long-term institutional investors. We
enable buy-side institutions to negotiate and trade large orders (also called block orders)
directly with other institutions. This reduces trading costs for long-term investors seeking to
execute these block orders. It also protects the confidentiality of the order information from
High-Frequency Traders (HFTs) and other short term speculators. This all means greater
market stability and higher investment returns for Europes mutual and pension funds, as
demonstrated by our performance over the past ten years.

What impact is the new EU legislation likely to have?
We welcome the Commissions initiative to revise and update the Markets in Financial
Instruments Directive (MiFID). For example:
We support a mandatory consolidated tape for last sale data;
We support improved disclosure by dealers to customers regarding the handling of
customer orders;
We agree that RMs, MTFs and OTFs should all have the same pre-trade transparency
waivers.
We are concerned, however, that some of the proposals might put our type of model at risk
and thereby negate the benefits we provide to pension funds, mutual funds and others.
Concretely we are concerned about the following three issues:
Waivers for indications of interest (IOI);
Stub disclosure;
Minimum size for the reference price waiver.
In response to the latest consultation from the European Commission, institutions
representing tens of millions of individual European citizens (and their various trade
groups) emphasized the importance of the various waivers for protecting individual
long-term investors (see Annex 1 below).
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We also would like to ensure that the ESMA process for reviewing waivers allows for
maximum transparency to the regulators regarding the scope of the waiver being proposed by a
trading system.

Indications of Interest (IOI)
We agree with the Commissions approach that actionable IOIs should be subject to pre-trade
transparency obligations in the same manner as firm orders. In the initial proposal from the
European Commission, there was a potential ambiguity as to whether IOIs could qualify for
pre-trade transparency waivers in the same manner as firm orders. We appreciate that the
latest proposal from the EC has clarified that IOIs will qualify for pre-trade transparency
waivers in the same manner as firm orders, subject, of course, to meeting the necessary
conditions for the applicable waiver.
If waivers were not available for IOIs, institutional investors currently using systems such as
ours would lose the ability to automatically negotiate trade blocks directly with other
institutions. This would mean that they would need to reveal their orders to HFTs and other
market intermediaries that engage in short-term trading, ultimately raising the cost of trading
and increasing the volatility of the markets. Accordingly, we appreciate the ECs decision to
clarify this point.

Stubs
Liquidnet believes that the Commissions intention of requiring the disclosure of stubs which
do not meet a certain threshold would severely disadvantage institutions making large block
trades. In many cases, an institution will complete an order but will have more to do on that
order. Requiring disclosure of that orders remainder, the stub, could give information to
High-Frequency Traders and other short-term traders that there is additional supply or
demand in that stock. They can use this information to disadvantage institutional buyers and
sellers, which ultimately harms the individual long-term investor.
As well as protecting institutions from HFTs etc., an exemption for stubs would:
allow institutional investors to execute large orders over the course of the trading day
to mitigate against the risk of bad execution; and
enable institutional investors to avoid the unnecessary double ticket charges and
market impact costs that stem from having to use a second broker to execute the
residual stub of the order.
Buy-side institutions have been clear and consistent in their opposition to this proposal and
Liquidnet would propose a compromise whereby the LIS waiver would not apply if the
stub is less than 25% of the applicable LIS threshold.

Minimum size for a reference price waiver
The proposal to impose a minimum size for a reference price waiver would restrict the ability
to execute trades at the mid-point. The mid-point is the best execution price for a customer as
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it eliminates the spread typically earned by dealers and short-term speculators. Mid-point
execution is an important component of the cost savings that we provide to our institutional
investors.
For context, in Europe 90% of our trades are executed at mid-point, providing 100% price
improvement to both sides. We fear that imposing a minimum size for the reference price
waiver would make it illegal for models such as ours to provide best execution to long-term
investors. Liquidnet suggests that a minimum size requirement should not apply where
the trading facility provides 100% price improvement (i.e. a mid-point execution).
Stated differently, it should not be illegal to provide best execution for customer orders
(i.e. a mid-point execution).

Should you have any further questions or comments please contact us: [email protected]


Supportive comment letters from institutions that trade for tens of millions of
European citizens

Order stubs should continue to benefit from the large-in-scale waiver, as we believe that it may unduly
affect the cost of trade and the initial execution methodology to treat stubs differently from the block
trade that it originally formed part of.
As an institutional buy-side investment firm, we wish to continue to benefit from the large-in-scale
waiver to the maximum extent possible and would therefore favor the lowering of large in scale waivers
thresholds (i.e. that a transaction will earlier qualify for a large in scale waiver than is currently the
case). We are certainly not in favour of such thresholds being increased.
- Shell Asset Management Company B.V.

We suggest that no change is made in the treatment of order stubs. If stubs were forced onto the lit
market it would make the crossing of blocks far less likely and would drive execution costs higher.
We suggest that the current pre-trade waivers continue to be applied to allow large block crossing to
take place in systems such as Liquidnet, ITG and in broker dark pools. Forcing this business onto the lit
market without regulation of HFT activity and robust enforcement of the Market Manipulation directive,
would drive execution costs significantly higher for large buy-side orders.
- Standard Life Investments



Institutional investors use non displayed markets because they allow an opportunity to trade in size,
and away from markets where their large orders interact with those placed by high frequency traders.
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- APG Algemene Pensioen Groep NV

There is a clear interactivity between transparency and the other features of strong, well regulated,
efficient markets. As such, while it should be possible to improve pre-and post-trade transparency
without materially impacting upon other necessary features such as liquidity and cost, the proposals
could potentially have materially adverse, if entirely unintended, effects. In specific terms, the possibility
that institutional investors may be denied access to large scale liquidity, such as those in dark pools,
should be considered carefully.
- Irish Association of Investment Managers

Institutional investors such as our members, trading on behalf of their clients who are policyholders or
pensioners, are significant users of dark pools. They do this because they believe that is where they can
achieve best execution for some orders. Being able to transact in size away from lit markets reduces
the market impact and therefore transaction costs.
We believe that stubs should retain large in scale protections and that MiFID should be clarified to
ensure that they can remain dark. There is a risk that the exposure of a part of an order which remains
unexecuted, and which may be just below the LIS threshold, will provide information to other market
participants about the order as a whole, thereby frustrating the purpose of the protections afforded to
the original order.
- Association of British Insurers

We would argue strongly for all Stubs from initially dark Large in Scale orders to remain in the dark in
order to prevent market leakage of sensitive information on on-going orders.
We would urge that the Large in Scale and Reference Price waivers should remain in place in order to
allow crossing networks and algorithms the ability to gain 100% price improvement for both sides of a
trade, without imposing a minimum order size.
- Baillie Gifford & Co

. . . we note that such a brokered MiFID regime should not result in limiting important trading abilities
for investment firms operating for institutional clients. For instance, crossing systems and dark pooling
are important instruments for some investment firms to execute their large orders. Regulating these
trading instruments needs to be conducted with due care.
- Eumedion

Undisplayed liquidity is not a new phenomenon. Funds have long been significant users of undisplayed
liquidity and the trading venues that provide such liquidity. These venues provide a mechanism for
transactions, particularly the large orders ICI members frequently must execute, to interact without
displaying the full scale of a funds trading interest. This, in turn, lessens the cost of implementing
trading ideas and mitigates the risk of information leakage. These venues also allow funds to avoid
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transacting with market participants who seek to profit from the impact of the public display of large
orders to the detriment of funds and their shareholders. The importance of funds being able to trade
efficiently in large size cannot be discounted. As we have stated in several letters to the SEC, the
confidentiality of information regarding fund trades is of significant importance to ICI members. Any
premature or improper disclosure of this information can lead to front running of a funds trades,
adversely impacting the price of the stock that the fund is buying or selling.
We strongly support the flexibility provided by pre-trade transparency waivers and the Commissions
recognition that the reasons for allowing waivers still appear valid. We believe that any changes to
waivers must be carefully crafted to not create difficulties for investors when executing orders.
- Investment Company Institute

As a fund manager for large institutions, we routinely use BCSs for large orders to avoid market
impact that might arise if other market participants were to trade ahead of our orders. We generally
instruct firms not to display our orders where such non-display is judged to benefit execution quality.
- Wellington Management Company

We state that the interests of large investors such as the pension funds and savings pools are not
always served by lit trading.
IMA members support retaining the current regime whereby order stubs remaining from a large in
scale order to continue to benefit from the waiver. We consider that ESMA should provide evidence
for what may turn out to be an overly theoretical concern about a small value of orders.
- Investment Management Association