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Order Execution Policy

1. Introduction

This policy provides clients with information on the client order handling approach that Caxton applies to higher risk investment products as set out in this policy, as defined and required by the Markets in Financial Instruments Directive 2014/65/EU (MIFID II) as transposed into UK national law. In particular, this policy sets out the approach Caxton will apply to enabling best execution. Caxton is required to take all necessary steps to provide clients with the best possible outcome when executing orders on the customer’s behalf.

2. Client Order Execution Policy

Caxton's MiFID Order execution policy applies where Caxton in the UK either receives an Order(s) from a Client and/or executes an Order(s), for a MiFID related product on a Client's behalf. These are typically for Options or Non-Deliverable Forward Contracts for Foreign Exchange. In the case where a Client approaches Caxton and requests a quote, this will not be treated as an Order; the Client will conclude the transaction on the basis of the quote provided.

This policy will be reviewed on at least an annual basis or where required by any changes in relevant legislation or product offering. Where any changes are made the latest version of this policy will be made available on our website as soon as possible.

3. Options Transactions

When clients approach Caxton for the purposes of entering into an FX Option transaction each request is individual and tailored to the requirements agreed with the client. Caxton will take account of the current conditions in the currency markets, the credit quality of the client and other factors prior to providing a quote. The client may accept this quote or decline to proceed. In every case Caxton acts only as the principal and not as an agent.

4. Non-Deliverable Forward Contracts

When clients wish to take out a forward contract in a currency that cannot be physically settled and do not intend to take delivery of the full sum of the underlying foreign currency these are called non-deliverable forward contracts. Only the difference between the fixing spot price and the forward rate is actually settled. Such forwards are classified as Contracts for Difference and only available to Professional Clients or Eligible Counterparties. Caxton will only enter into such contracts for hedging purposes and will not engage in speculative activity.

5. Client Order Execution Factors and Execution Criteria

When executing Orders on a Client's behalf, and subject to any specific instructions that may be given, Caxton will take all reasonable steps to obtain the best possible result for the Client taking into account the following Execution Factors:

• Price
• Costs
• Speed of execution
• Likelihood of execution
• Size of the Order
• Nature of the Order
• Any other consideration relevant to the execution of the Order
  
  

We will determine the relative importance of each of the above factors taking account of the following Execution Criteria:

• Characteristics of the client;
• Characteristics and nature of the Order;
• Characteristics of the Financial Instruments that are subject to the Order;
• Characteristics of the execution Venues to which the Order can be directed.
  
  

Ordinarily, price will merit a high relative importance in obtaining the best possible result. However, in some circumstances, we may appropriately decide that other factors are more important than price in obtaining the best possible execution result.

6. Execution Venues

Currently, all transactions conducted with Caxton will be 'Over-the-counter' rather an on-exchange or MTF (multilateral trading facility) transaction.

Client orders may be executed electronically, manually or by phone.

The following list of Execution Venues is subject to amendment from time to time and Clients should periodically check the list of Execution Venues. Clients will not be automatically advised of any changes.

• NatWest Markets, 250 Bishopsgate, London, EC2M 4AA
• Saxo Capital Markets UK Limited, 26th Floor, 40 Bank Street, Canary Wharf, London, E14 5DA
• Caxton Payments, 2 Leman Street, London, E18FA, UK
  
  

An assessment of the Execution Venues will be performed annually with regard to each type of Financial Instrument in which Caxton provides execution to ensure we are able to obtain the best result for Clients when executing Orders.

In considering selection of the most appropriate Execution Venue, and subject to specific instructions that may be given by you, Caxton will, after due regard to the Execution Factors and Execution Criteria set out above, adopt the following practice:

• Caxton will act as the Execution Venue where it is believed that it is to the advantage of the Client or places the Client at no disadvantage.
• Subject to the above, Caxton will select the Execution Venue that we consider the most appropriate in cases when placing Orders on a Regulated Market.
  
  

We will consider all sources of reasonably available information, including brokers and data vendors, to obtain the best possible result for the Client Order where Caxton acts as the Execution Venue.

Additional factors that will be considered in the selection of the Execution Venue include qualitative factors such as clearing schemes, circuit breakers, scheduled actions or any other relevant considerations.

Market prices and liquidity may change quickly and may differ between providers.
Where markets are volatile, or liquidity is limited we may not be able to execute orders as we would in normal market conditions. In these instances, we will apply our experience and judgement in deciding the best way to execute client orders.

7. Methods of Execution

Subject to any specific instructions that may be given by you, Caxton will implement its best execution policy using one or a mixture of methods.

Conditional upon having obtained your prior express consent, Execution can take place directly on a Regulated Market. Caxton will execute with a third-party participant with whom we have entered into an agreement for handling Orders for that Regulated Market.

8. Specific Client instructions

Where you give us a specific instruction with regard to the execution of an Order, we will execute the Order in accordance with those specific instructions. Where instructions are given by you that relate only to part of the Order, Caxton will continue to apply this MiFID Order execution policy to those elements of the Order not covered by your specific instructions.

You should be aware that providing specific instructions to us in relation to the execution of a particular Order may prevent us from acting wholly or partly in accordance with our MiFID Order execution policy to obtain the best possible result in respect of the elements covered by those instructions.

9. Fees and Commissions

The best execution requirement does not mean that Caxton has to compare the results that would have been achieved for clients on the basis of our own commission and fees with those applied by other firms which may relate to differences in the nature of the product or service provided.

When executing on behalf of clients, price and costs are considered amongst the most important execution factors. Unless expressly agreed with the client, Caxton do not charge any direct fees on a per transaction basis. The price that Caxton quotes or executes at will include a mark up/down at our discretion. The mark up/down may vary from one transaction to another based on a number of factors including market conditions, the nature of the transaction and other factors. We will always endeavor to make any mark up fair and reasonable.

10. Monitoring and Review

Caxton will monitor the effectiveness of its MiFID Order execution policy and, where applicable, correct any shortfalls that we may identify.

We will review our Order execution arrangements annually. We will also review our MiFID Order execution policy annually, and whenever a material change occurs that affects our ability to continue to obtain the best possible results for our Clients.

We will notify you of any material changes to our execution arrangements or our MiFID Order execution policy by posting an updated version of this document on https://www.caxton.io.

11. Definitions

The following definitions apply throughout this document as follows:

Caxton - means Caxton Payments Limited, which is authorised and regulated by the Financial Conduct Authority.

Eligible Counterparty - each of the following is a per se Eligible Counterparty:

1. an investment firm;
2. a credit institution;
3. an insurance company;
4. a Collective Investment Scheme authorised under UCITS Directive or its management company;
5. a pension fund or its management company;
6. another financial institution authorised or regulated under European Community legislation or the national law of an EEA state;
7. an undertaking exempted from the application of MiFID under either Article 2(1)
8. (certain own account dealers in commodities or commodity derivatives) or Article 2(1)(1) (locals) of that directive;
9. a national government or its corresponding office, including a public body that deals with the public debt;
10. a central bank;
11. a supranational organisation.

Additionally, a firm may treat a client as an elective Counterparty if:

• the client is an undertaking;
• and is a per se Professional Client;
• or requests such categorisation and is an elective Professional Client, but only in respect of the services or transactions for which it could be treated as a Professional Client; and the firm has in relation to MiFID or equivalent third country business obtained express confirmation from the prospective counterparty that it agrees to be treated as an Eligible Counterparty. A firm may obtain a prospective counterparty's confirmation that it agrees to be treated as an Eligible Counterparty either in the form of a general agreement or in respect of each individual transaction.

Execution Venue - means a Regulated Market, a market maker or other liquidity provider or an entity that performs a similar function to that performed by any of the foregoing.

Financial Instruments - includes instruments specified in Section C of Annex I of MiFID, however within the context of the products the Caxton offers these are restricted to:

• Options, futures, swaps, forward rate agreements and any other derivative contracts relating to currencies, which may be settled physically or in cash;

For clarity, "Financial Instruments" do not include spot foreign exchange transactions.

MiFID - means the Directive 2004/39/EC of the European Parliament and the Council of 21 April 2004 on Markets in Financial Instruments and any implementing directives and regulations.

Multilateral Trading Facility ('MTF') - means a multilateral system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in Financial Instruments - in the system and in accordance with non-discretionary rules - in a way that results in a contract in accordance with the provisions of Title II of MiFID.

Order - means as instruction to buy or sell a Financial Instrument which is accepted by Caxton for execution or transmission to a third party.

Professional Client - The following are known as per se Professional Clients unless otherwise treated as an eligible counterparty:

1. An entity required to be authorised or regulated to operate in the financial markets. Including the following:

• an investment firm;
• a credit institution;
• an insurance company;
• an authorised Collective Investment Scheme or its management company;
• a pension fund or its management company
• a commodity or commodity derivatives dealer
• any other institutional investor

2. In relation to MiFID or equivalent third country business, a large undertaking meeting two of the following size requirements on a company basis:

• balance sheet total of EUR 20,000,000
• net turnover of EUR 40,000,000
• own funds of EUR 2,000,000

3. A national or regional government, a public body that manages public debt, a central bank, an international or supranational institution (such as the World Bank, the IMF etc.) or another international organisation.

4. Another institutional investor whose main activity is to invest in financial instruments (in relation to the firm's MiFID or equivalent third country business) or designated investments. This includes entities dedicated to the securitisation of assets or other financial transactions.

Elective Professional Clients

Firms can decide to opt-up retail clients into Professional Clients based upon an assessment of their knowledge and experience and understanding of the risks involved.

Please see the criteria laid down in Annex II of MiFID for further details. Regulated Market - means a multilateral system operated and/or managed by a market operator which brings together or facilitates the bringing together of multiple third-party buying and selling interests in Financial Instruments - in the system and in accordance with its non-discretionary rules - in a way that results in a contract, in respect of the Financial Instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title II of MiFID

Retail Client – means any client that is not a Professional Client or Eligible Counterparty.