Prevention of the Criminal Facilitation of Tax Evasion

Cavendish Capital Markets Limited is committed to the prevention, deterrence and detection of (a) criminal tax evasion and (b) criminal facilitation of tax evasion.  Accordingly, the Company has adopted a policy for preventing the criminal facilitation of tax evasion (the "Policy").  Details of the Policy relevant to external Associates of the Company are available on request.

Best Execution Policy

This is a summary of our best execution and order handling policy which we follow when executing orders on your behalf. By giving us orders to trade after receiving this policy summary, you will be consenting to having your orders handled by Cavendish Capital Markets Limited in accordance with its best execution policy. If you would like further information about our best execution policy, please contact us.

What is best execution and order handling?

• When we execute orders on your behalf, we may owe you a duty of best execution. This means that we are obliged to take all reasonable steps to obtain the best possible result for you when executing your orders.
• This does not mean achieving the best price for every client order, but rather the best possible result that we can reasonably be expected to achieve with the resources available to us.
• We also have an obligation to implement procedures which provide for the prompt, fair and expeditious execution of client orders in relation to other client orders or our own trading interests.

When does best execution apply?

• When we have an order in respect of a financial instrument and:
• we are executing orders on behalf of clients, either dealing as principal or as agent; or
• we are arranging transactions (for example, placing an order through a broker, known as “receiving and transmitting orders”).
• Please note: if you provide us with specific instructions this may prevent us from taking the steps set out in our policy to obtain the best possible result for the execution of your order in respect of the elements covered by those instructions. Executing your order in accordance with your instructions satisfies our obligation to take reasonable steps to obtain the best possible result for the execution of your order.

How do we satisfy the best execution obligation?

• We have to take all reasonable steps to obtain the best possible results for our clients.
• In practical terms, this means selecting execution venues which consistently deliver best execution taking into account the execution factors listed below.

What are the execution factors? The execution factors are:

• price
• costs of transactions (i.e. the fees charged for executing an order on a particular venue) which are passed on to you, directly or indirectly
• speed
• likelihood of execution (how liquid is the market in the particular product?)
• likelihood of settlement
• size of order

and we must take into account:

• any other relevant considerations
• whether you have given us specific instructions (as execution according to those instructions will satisfy the best execution obligation)
• the characteristics of the client order, the financial instruments that are subject of that order and the execution venues to which that order can be directed

The importance of these factors has been weighted according to product.

Any limit order that you give us, which we cannot immediately execute, we are required to publish to a regulated market or Multilateral Trading Facility – a system that brings together multiple parties that are interested in buying and selling financial instruments and enables them to do so – unless you agree that when you place a limit order with us that is not immediately executable, we may exercise our discretion not to publish such an order to a regulated market or MTF.

We must obtain your consent to execute any orders submitted by you outside of either a regulated market or an MTF.

Outside of any specific instructions provided by a client, we have identified execution venues for the execution of trades in order to ensure the best possible result for the client on a consistent basis. Where there is more than one competing execution venue, when assessing and comparing the results of execution on each venue, the firm’s own commissions and the costs for executing the order on each of the eligible execution venues will be taken into account in that assessment.

Subject to proper consideration of the execution criteria and execution factors required by the order, we will choose the execution venue where we believe we can trade to the best advantage for (or at no disadvantage to) the client.

When dealing on a regulated market or a Multilateral Trading Facility (MTF), we will select the execution venue that we consider the most appropriate. From time to time this will be in accordance of the size of the transaction, and where the liquidity is.

We have identified execution entities (Brokers) to execute trades in order to ensure the best possible result for the client on a consistent basis. The selection criteria include, but are not necessarily limited to, the execution entity’s:

• own Order Execution Policy
• monitoring of the need to obtain 'the best possible result'
• prioritisation of the execution factors2

Order Handling

• We must execute client orders promptly and execute comparable client orders promptly and sequentially unless the characteristics of the order or prevailing market conditions make this impossible, or the interests of the client require otherwise.
• We also do not have to treat client orders sequentially if the orders are received by different media and it would not be practicable to do so.
• If your order is to be aggregated with other client orders and/or with our own orders, the effect of aggregation may work to your disadvantage in relation to a particular order.

Fair Allocation

• We will allocate all orders fairly and will not give preference to one client over another.
• If we have aggregated client orders with our own orders and we cannot complete the total order we will fill the client orders first unless we can show that without our participation the order could not have been filled on such favourable terms or at all.

Disclosure

• The firm does not recieve any third-party payments or non-monetary benefits for routing orders or from the trading or execution venues selected for the execution of orders.

Review

• We will review our best execution and order handling policy regularly and whenever a material change occurs that affects our ability to obtain the best possible result for you when executing your orders.

We will notify you of any material changes to our best execution and order handling policy by posting an updated version of the document on our website, www.finncap.com

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Research Policy

This policy explains the procedures which Cavendish Capital Markets Limited has adopted to manage any conflicts of interest which may arise in relation to the investment research we publish. The policy does not affect any contractual obligations owed by Cavendish Capital Markets Limited to its clients or give rights to any third party. Nor does the policy apply to any personal recommendation which is tailored to a client’s particular circumstances.

Cavendish Capital Markets Limited does not present its research as objective (i.e. as an impartial assessment of the value or prospects of the investments which are the subject matter of the research).

Any research which is not presented as objective will be marked as such. All research, whether presented as objective or non-objective, will comply with the relevant FCA requirements, in particular to be clear, fair and not misleading, and will comply with the following policy:

• Draft research will only be reviewed prior to publication by the company to which the research relates in order to verify factual accuracy
• Analysts are free to express their own views in research reports free from pressure and control by staff in any other business area (specifically Corporate Finance and Investment Advice). Staff in other areas are prohibited from reviewing or approving the content of draft research reports before publication other than:
  • for the purposes of verifying the factual accuracy
  • in the case of Corporate Finance, suggesting reference to specific competitors and other relevant quoted companies
  • checking, in the case of corporate clients, whether there is a case for deferring publication under exceptional circumstances
  • senior staff outside Corporate Finance who have been given responsibility for editing and/or checking compliance with FSA regulations
• An analyst will not publish research on a company at a time when he has confidential price-sensitive information relating to the company.
• Favourable research coverage, specific investment conclusions, or specific recommendations will not be offered as consideration or inducement for the receipt of any business or compensation from any source.
• Those who write research do not report to anybody involved in corporate finance activities.
• Analysts’ remuneration is never linked to a specific corporate finance transaction, or to recommendations contained in their research. Remuneration decisions are made by a remuneration committee, of which the Managing Director is a member.
• Decisions on the subject matter and timing of research are normally taken by the analysts themselves, but the senior staff responsible for sign-off are also ultimately responsible for the timing of publication. We will take account of the needs of our investment and corporate finance clients in deciding what to publish and when. In particular, we may produce or procure the production of research on corporate finance clients. Sometimes this will be done in advance of a particular corporate finance transaction. However, quiet periods, during which new research may not be published, will be used as appropriate to ensure that all primary and secondary offerings by corporate finance clients are conducted properly.
• Research will be distributed to clients in a manner which we consider to be appropriate having regard to each client’s requirements and the service we provide. Not all clients will receive all research. Research will not necessarily be sent to all clients at the same time. In certain circumstances, some clients or groups of clients will be sent research after it has previously been sent to other clients.
• Analysts may provide services and information on an ongoing basis to dealing and investment staff, for example in daily meetings. Analysts will not, however, disclose the content or timing of research which is to be published ahead of its publication.
• Analysts may also provide advisory services to investment clients.
• Restrictions on personal account dealing are placed on analysts and other staff. Analysts may not in general trade in a manner contrary to their published recommendation or deal ahead of the publication of any research report.
• All staff are subject to rules which prohibit them from taking advantage, for the benefit of clients or any other person, of knowledge that research is to be published by Cavendish Capital Markets Limited, or of the content of that research.

Analysts producing objective research are required to produce that research free from any influence from the company to which the research relates and ignoring the interests of Cavendish Capital Markets Limited.

All analysts may be involved in developing research and other materials which are used by our corporate finance department to help win new business or retain existing business. They may participate in pitches to actual or prospective clients for corporate finance business and endeavour to solicit business for the corporate finance department. They may not lead roadshows, other meetings or telephone calls run by or on behalf of corporate clients, but they may answer questions received from clients who are (prospective) investors or Cavendish Capital Markets Limited investment staff.

Cavendish Capital Markets Limited is authorised and regulated by the Financial Conduct Authority, 12 Endeavour Square, London E20 1JN.

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Conflicts of interest management policy

Summary

Cavendish Capital Markets provides or carries out a diverse range of financial services and activities, including corporate finance and capital markets activities, securities issuing, securities distribution, research, sales, trading and other investment business relating thereto.

Cavendish Capital Markets may as a result have a material interest, or there may be conflicts of interest, in relation to the services carried out for clients.
Cavendish Capital Markets is however bound by the FCA Principles for Business, and in particular Principle 8 which provides that “a firm must manage conflicts of interests fairly, both between itself and its customers and between a customer and another client.”  The FCA Handbook also contains further detailed rules on managing conflicts of interest.

Accordingly, we have organisational and administrative arrangements in place to take all reasonable steps to manage conflicts of interest that arise between the Cavendish Capital Markets and its clients, and between its different clients, with a view to preventing such conflicts from constituting or giving rise to a material risk of damaging clients’ interests. On occasion we may have to decline to act for a client if conflicts cannot otherwise be properly managed.

Identifying conflicts of interest

To identify the types of conflicts of interest that may arise, and which may entail a material risk of damage to clients’ interests, we take into account whether we, or an associate or employee of ours:

• are likely to make a profit or avoid a loss at the expense of the client;
• have an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of a client, which is distinct from the client’s own interest in that outcome;
• have a financial or other incentive to favour the interests of another client or group of clients over the interests of the client;
• carry on the same business as the client;
• receive or will receive from a person other than the client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard fee or commission for that service.

Conflicting interests or duties may arise because:

• Cavendish Capital Markets, or its employees, may be dealing as principal, or have a long or short position, in the investments which are the subject of an activity performed for a client;
• Cavendish Capital Markets may be a financial or other adviser to, or have other business arrangements with, the issuer of such investments or any other party in connection with an activity performed for a client;
• Cavendish Capital Markets may be sponsoring a new issue in relation to such investments;
• Cavendish Capital Markets may be conducting an agency cross by matching one client’s order with the order of another client of Cavendish Capital Markets;
• Cavendish Capital Markets may be giving advice and providing other services to one client in relation to investments which are the subject of an activity performed for another client;
• Cavendish Capital Markets may pay fees or commissions to an intermediary who has introduced a client to the firm;

Managing conflicts of interest

We take all reasonable steps to treat clients fairly, and we require all members of our firm to comply with an independence policy which obliges them to disregard any interest, relationship or arrangement that we may have in relation to the client’s transaction or investment.

Entities and departments within Cavendish Capital Markets have rules and procedures pursuant to their conflicts management arrangements to ensure that they operate independently of each other with systems and controls to ensure that there is no flow of information between them which would harm the interests of one or more clients.

Conflicts are managed using the following measures:

• procedures to prevent or control the exchange of information e.g. between staff responsible for advising corporate clients of Cavendish Capital Markets and staff providing investment advisory or management services to investment clients;
• separate supervision of staff whose principal functions involve carrying out activities for or providing services to clients whose interests may conflict;
• avoiding direct links between the remuneration of staff principally engaged in one activity and the remuneration of different relevant persons engaged in another activity, where a conflict of interest may arise;
• avoiding remuneration arrangements that reward behaviour that disadvantages the interests of clients in favour of the firm or other clients;
• procedures to prevent or limit any person from exercising inappropriate influence;
• procedures to prevent or control the simultaneous or sequential involvement of a member of staff in separate services where such involvement may impair the proper management of conflicts of interest;
• allocation policies in relation to orders placed for more than one client;
• staff personal account dealing policies;
• policies which require staff not to solicit or accept inducements that could conflict with our obligations to our clients, nor offer or give inducements which could conflict with the recipient’s obligations to clients;
• detailed policies and procedures in place on the giving and receiving of gifts and hospitality;  
• disclosure to the client - where all other reasonable steps to manage a particular conflict of interest have failed.

The firm’s Compliance department is responsible for monitoring Cavendish Capital Markets policies and procedures for identifying and managing conflicts of interest, and for ensuring that any significant issues identified as a result of this monitoring are reported to senior management and handled appropriately.

Specific disclosures

In all the cases set out below, the firm has arrangements in place to ensure that the payments do not impair compliance with the firm's duty to act in the best interests of the client.

Commission to intermediaries who introduce clients to the firm

Cavendish Capital Markets may pay a share of the dealing commission and fees charged to the client to the intermediary who introduced the client to the firm. Information about any commission and fee sharing arrangement relating to their business are provided to the relevant clients, and further details will be provided on request.