Conflicts
of Interest

1.2The Policy is issued in satisfaction of the Company's obligation under the Client Agreement to maintain arrangements to identify, prevent or manage conflicts and to disclose the general nature or source of a conflict where those arrangements are insufficient to prevent a material risk of damage to a Client.

1.3This Policy describes arrangements and commitments. It does not create, extend or limit any contractual right. Where this Policy and the Client Agreement address the same matter, the Client Agreement prevails in accordance with the order of precedence stated in it.

1.4Nothing in this Policy removes or reduces a protection conferred on the Client by Applicable Law that cannot lawfully be excluded.

1.5Terms defined in the Client Agreement have the same meaning in this Policy.

1.6A summary of this Policy is made available to Clients and prospective Clients before they are accepted. Further information about a disclosed conflict may be requested at any time, subject to confidentiality obligations owed to other clients and third parties.

2.2Each entity is separately incorporated and separately licensed. The conflicts that arise, and the controls that apply to them, differ between the entities because the licences they hold permit different activities. The principal differences are summarised in the entity variation table above.

2.3Where the entities form part of the same group, the Company takes into account any circumstance of which it is or should be aware that may give rise to a conflict as a result of the structure or business activities of another group member.

2.4Regulation does not eliminate conflicts. Authorisation of an entity does not mean that no conflict exists, and disclosure of a conflict does not release the Company from its obligation to maintain effective organisational and administrative arrangements.

3.2A Connected Person means a person linked to a Relevant Person by family relationship, close association or common control, or any person in whose trading outcome a Relevant Person has a direct or indirect material interest other than a fee or commission earned for executing a transaction.

3.3Relevant Persons must comply with this Policy and with the internal procedures made under it. Compliance forms part of their terms of engagement, and a breach may result in disciplinary or contractual consequences.

3.4The Policy applies irrespective of the classification of the Client to whom a Service is provided. A conflict is assessed on its substance, not on the category of the affected Client.

4.2In identifying conflicts, the Company considers as a minimum whether it, a Relevant Person, or a person linked to it by control is in any of the following positions: likely to make a financial gain or avoid a financial loss at the expense of a Client; holding an interest in the outcome of a Service or Transaction distinct from the Client's interest; holding a financial or other incentive to favour one client or group of clients over another; carrying on the same business as a Client; or receiving from a person other than the Client an inducement, in monetary or non-monetary form, in relation to a Service provided to the Client.

4.3A conflict may arise between the Company and a Client, between a Relevant Person and a Client, between two or more Clients, or between a Client and another member of the group.

4.4A potential conflict is treated in the same way as an actual one. The Company does not wait for damage to occur before applying a control.

4.5The existence of a conflict is not in itself a breach. What matters is whether it is identified, whether it is effectively managed, and whether the Client's interests are protected.

5.2Royce Capitals Ltd. acts as an intermediary. It does not act as principal and does not retain proprietary market risk. It brings together or facilitates counterparties and routes Orders to a regulated principal broker, liquidity provider or other execution counterparty. Its economic interest lies in disclosed spread, mark-up, brokerage or commission and in payments connected with its routing arrangements, not in the Client's trading result.

5.3Royce Global Markets Limited may have an economic interest different from the Client's. It, or an affiliate, may act as principal, may hedge an exposure selectively, and may retain some market risk. Its execution capacity and routing model for a Transaction are disclosed in its Order Execution Policy and in the relevant confirmation.

5.4Where the Company or an affiliate acts as principal, the Company may profit from a Transaction on which the Client makes a loss, and may make a loss on a Transaction on which the Client profits. This is the most significant conflict addressed by this Policy and is managed under the arrangements described in sections 9 to 14.

5.5Where the Company or an affiliate hedges an exposure in the market, that hedging activity may affect market levels and may in turn affect prices, spreads or trigger levels available to Clients. The Company may profit from a hedge even where the Client's Transaction declines in value.

5.6The existence of an economic interest different from the Client's does not remove the Company's obligations under Applicable Law, under its Order Execution Policy or under the conflict controls in this Policy.

5.7Nothing in the Agreement creates a fiduciary, trustee, partnership or agency duty in favour of the Client, except to the extent a specific duty is imposed by Applicable Law or expressly accepted by the Company in writing. The absence of a fiduciary duty does not reduce the Company's obligation to treat Clients honestly, fairly and professionally.

6.2Selection of, or connection with, a principal broker, liquidity provider, custodian, payment provider, execution venue, introducing broker or affiliate, where the Company has a commercial relationship with that party.

6.3Receipt or payment of commission, rebate, mark-up, revenue share or other benefit connected with distribution, referral, execution or the provision of services.

6.4An interest in maximising trading volume in order to increase spread, commission or financing revenue, which is not aligned with a Client's interest in minimising transaction costs.

6.5Dealing as principal, selective hedging or the retention of market risk, where the contracting entity is permitted to do so.

6.6Provision of the same or similar Services to other clients whose interests differ from, or are opposed to, those of a particular Client.

6.7Access by Relevant Persons to information about Client Orders, Positions, Margin levels or pending instructions.

6.8Setting of Margin, leverage, spreads, financing rates, stop-out levels, trading hours and order limits, where those parameters affect both the Client's outcome and the Company's revenue or risk.

6.9Exercise of discretion in correcting a Manifest Error, adjusting a Transaction following a market event, or determining whether conduct is improper.

6.10Remuneration or incentive arrangements for Relevant Persons whose role brings them into contact with Clients or with Client Orders.

6.11Personal dealing by a Relevant Person or a Connected Person in a Financial Instrument, or in an instrument to which a Financial Instrument refers.

6.12Outside business interests, directorships, gifts, hospitality or other benefits received from a person with an interest in the Company's dealings.

6.13Arrangements with group members, related parties and outsourced service providers, including where a group member acts as market maker or counterparty in an instrument offered to Clients.

7.2Prevention is preferred to management, and management is preferred to disclosure. Disclosure is a measure of last resort and is used only where organisational and administrative arrangements are not sufficient to ensure with reasonable confidence that the risk of damage to a Client will be prevented.

7.3Over-reliance on disclosure is treated as a deficiency in this Policy rather than as compliance with it. Where disclosure is being used repeatedly for the same conflict, the underlying arrangement is reviewed.

7.4Where a conflict cannot be prevented, managed or adequately disclosed, the Company declines to act.

7.5Client interests take precedence over the interests of the Company, of a Relevant Person and of a Connected Person. Where the interests of two Clients conflict, neither is preferred on the basis of commercial value to the Company.

7.6Controls are proportionate to the size and organisation of the Company and to the nature, scale and complexity of its business, and are reviewed as that business changes.

8.2Identification is a continuing obligation. Every Relevant Person is responsible for recognising a conflict in their own area of activity and for escalating it under section 19.

8.3New products, new Services, new counterparties, new distribution arrangements and material changes to remuneration are assessed for conflicts before they are introduced.

8.4Each identified conflict is assessed for the risk of damage to Clients, the effectiveness of existing controls, and whether an additional control, a disclosure or a decision to decline is required.

8.5Assessment considers the actual effect on Clients rather than the label attached to an arrangement. An arrangement that is lawful and commercially ordinary may still require a control.

9.2Information barriers restrict the flow of confidential Client and dealing information between functions. Access to systems and records is granted according to role and is limited to what a Relevant Person needs in order to perform their duties.

9.3Where entities within the group operate independently of one another behind effective information barriers, they are not treated as having knowledge of one another's information for the purposes of this Policy.

9.4Confidential Client information, including Order, Position, Margin and pending-instruction data, must not be used for the benefit of the Company, a Relevant Person, a Connected Person or another client.

9.5The Company maintains supervision of Relevant Persons whose principal function involves acting for, or providing Services to, clients whose interests may conflict, or who otherwise represent interests that may conflict, including those of the Company.

9.6Measures are in place to prevent or limit any person from exercising inappropriate influence over the way in which a Relevant Person carries out their duties, and to prevent or control the simultaneous or sequential involvement of a Relevant Person in activities where that involvement would impair the proper management of a conflict.

9.7A Relevant Person may not take over the duties of another where doing so would remove a separation on which a control depends, without prior approval from the compliance function.

10.2There is no direct link between the remuneration of Relevant Persons principally engaged in one activity and the revenue generated by Relevant Persons principally engaged in another, where a conflict could arise between those activities.

10.3Client-facing Relevant Persons are not remunerated in a manner that rewards encouraging a Client to deposit further funds, to trade more frequently, to trade in larger size, or to use higher leverage.

10.4Where variable remuneration is used, it is assessed against qualitative criteria as well as quantitative ones, including adherence to the Company's policies, fair treatment of Clients and the quality of service provided.

10.5Remuneration arrangements are reviewed for conflicts before introduction and periodically thereafter.

11.2Any payment made or received must be designed to enhance the quality of the Service provided to the Client, or must be a proper fee that enables the Service to be provided, and must not impair the Company's duty to act in the Client's best interests.

11.3Material arrangements of this kind are disclosed to Clients where required, including the general nature of the arrangement and, where required, the basis on which the amount is calculated.

11.4Any payment for order flow, or comparable benefit connected with the routing of Orders, is disclosed and managed under this Policy and the Order Execution Policy. Routing decisions are not made on the basis of such a benefit where doing so would conflict with the obligation to obtain the best possible result.

11.5Relevant Persons must not accept a gift, benefit or inducement from a person with a material interest that is likely to conflict to a material extent with a duty the Company or the Relevant Person owes to a Client. Section 16 sets out the applicable thresholds and reporting requirements.

12.2That remuneration creates an incentive for the introducer to encourage trading activity. The Company manages this by requiring introducers to comply with contractual conduct standards, by monitoring the communications and materials they use, and by acting on complaints and on evidence of misrepresentation.

12.3An introducing broker, affiliate, payment provider or marketing partner is not authorised to vary the Agreement, to give advice or a recommendation on the Company's behalf, or to make a guarantee on the Company's behalf, unless expressly confirmed by the Company in writing.

12.4The Company does not permit an introducer to receive remuneration structured so as to reward Client losses.

12.5Where a Client asks, the Company will confirm whether an introducer is remunerated in connection with that Client's Account and the general nature of the arrangement.

13.2Counterparties, liquidity providers and execution venues are selected and reviewed against execution quality, reliability and cost, and not solely by reference to a commercial benefit accruing to the Company.

13.3Orders are handled promptly, fairly and expeditiously relative to other Client Orders. Otherwise comparable Orders are executed in the sequence in which they are received, unless the characteristics of an Order or prevailing market conditions make that impracticable, or unless the Client's interests require otherwise.

13.4Where Orders are aggregated or allocated, the method used is designed to be fair and orderly and is not applied so as to favour the Company, a Relevant Person or one client over another.

13.5Information about a pending Client Order must not be used by the Company, a Relevant Person or a Connected Person to deal ahead of that Order or to inform any other dealing.

13.6Where the Company exercises discretion in pricing, in setting Margin or leverage, in correcting a Manifest Error or in adjusting a Transaction after a market event, that discretion is exercised on documented and consistently applied criteria, and an audit trail is retained.

14.2Where the Company or an affiliate hedges, the decision whether, when and how much to hedge is a risk-management decision. It is taken on documented criteria and is separated from Client-facing functions.

14.3Hedging decisions are not taken by reference to the identity of an individual Client, and are not used to influence the price, spread or trigger level applied to a particular Client.

14.4Relevant Persons responsible for hedging or risk management do not have access to Client-facing communications or to Client instructions beyond what their function requires.

14.5Where a group member acts as market maker or counterparty in an instrument offered to Clients, that activity is conducted behind the information barriers described in section 9 and is subject to the same execution-quality monitoring.

14.6The Company monitors whether the aggregate effect of its own risk management is consistent with the execution outcomes Clients receive, and investigates where it is not.

15.2Where such a conflict arises, the Company does not prefer one Client over another on the basis of the revenue that Client generates, the size of the Account, or any relationship with a Relevant Person.

15.3Allocation of limited liquidity, of partial fills and of price improvement follows the method described in the Order Execution Policy and is applied consistently.

15.4Confidential information about one Client's Orders, Positions or intentions is not disclosed to, or used for the benefit of, another Client.

16.2Gifts and hospitality above the threshold set in the Company's internal procedures may not be accepted without prior approval from the compliance function, and all accepted gifts and hospitality above that threshold are recorded.

16.3A Relevant Person must disclose any outside business interest, directorship, shareholding or other engagement that could conflict with their duties, and must not carry on business other than the business of the Company without prior written consent.

16.4Relevant Persons must report any circumstance in which a personal, family or financial relationship could affect, or appear to affect, the impartiality of a decision they take in the course of their duties.

17.2A Relevant Person who is involved in providing Services that may give rise to a conflict, or who has access to inside information or to confidential information about Clients or Client transactions, must not enter into a personal transaction that is prohibited by Applicable Law, that involves the misuse or improper disclosure of confidential information, or that conflicts or is likely to conflict with an obligation of the Company or of that person.

17.3A Relevant Person must not deal ahead of, or on the basis of, a pending Client Order, and must not advise or procure another person to do so.

17.4A Relevant Person must not disclose information or an opinion to another person where they know, or ought reasonably to know, that the other person will or would be likely to enter into a transaction that would be prohibited if it were a personal transaction of the Relevant Person.

17.5Personal transactions must be notified to the Company promptly. The Company keeps records of personal transactions notified to or identified by it, including any authorisation or prohibition given.

17.6Where an activity is outsourced, the Company requires the provider to maintain equivalent records of personal transactions by its own relevant persons and to make them available on request.

18.2Providers are assessed for conflicts before appointment and are subject to contractual confidentiality, data-protection and conduct obligations.

18.3Where a provider is a group member or is otherwise connected to the Company, the arrangement is documented, priced on a defensible basis and reviewed periodically.

18.4Providers with access to Client information are subject to the information barriers and access controls described in section 9.

19.2Reports are assessed case by case. The compliance function determines whether an existing control is sufficient, whether an additional control is required, whether disclosure is necessary, or whether the Company should decline to act.

19.3A Relevant Person who reports a conflict in good faith will not suffer detriment for doing so, including where the report concerns a more senior person.

19.4The compliance function has the authority and the independence required to perform this role, has unrestricted access to information and to all functions, and reports to the Company's governing body.

19.5A Relevant Person must not act on a matter they have escalated until the compliance function has responded, unless delay would itself cause harm to a Client.

20.2A disclosure is made in a durable medium and states clearly that the arrangements established by the Company are not sufficient to ensure with reasonable confidence that the risk of damage will be prevented.

20.3A disclosure explains the general nature and sources of the conflict, the risks to the Client that arise from it, and the steps taken to mitigate those risks, in sufficient detail to enable the Client to take an informed decision about the Service in the context of which the conflict arises.

20.4Disclosure does not discharge the Company from its obligation to maintain effective arrangements, and is not used as a substitute for preventing or managing a conflict that can be prevented or managed.

20.5General disclosures made in the Client Agreement, in this Policy or on the Website do not by themselves satisfy the requirement to disclose a specific conflict where a specific disclosure is required.

21.2A decision to decline may extend to a particular Order, a particular Financial Instrument, a particular Account, a category of business, or a relationship with a counterparty or introducer.

21.3The Company is not obliged to explain a decision to decline where explanation would breach confidentiality owed to another party or a legal restriction, but it will confirm that the decision was taken under this Policy.

22.2Records are retained for the period required by Applicable Law and by the Company's records-retention arrangements, and are available to the relevant regulator on request.

22.3The Company retains records of conflict escalations, decisions taken, disclosures made, personal transactions notified, gifts and hospitality approved, and decisions to decline to act.

22.4The Company's governing body receives written reports on conflicts of interest on a regular basis and at least annually.

23.2Awareness of conflicts procedures forms part of performance review for Relevant Persons whose role brings them into contact with Clients, Client Orders or dealing information.

23.3Policies and procedures made under this Policy are communicated clearly to Relevant Persons, and practice found to be effective in one part of the business is shared across the Company.

24.2This Policy is reviewed at least annually, and in addition whenever a material change occurs in the Company's business, structure, counterparties, remuneration arrangements or regulatory obligations.

24.3Review considers whether identified conflicts remain complete and current, whether controls are operating as intended, whether disclosure is being relied on too heavily, and whether any deficiency requires remediation.

24.4Deficiencies identified through monitoring or review are recorded, assigned an owner and a deadline, and reported to the governing body until they are resolved.

24.5The governing body is responsible for approving this Policy and for taking appropriate measures to address deficiencies brought to its attention.

25.2The Company may withhold information whose disclosure would breach confidentiality owed to another client or third party, would compromise the security or integrity of its systems or controls, or would breach Applicable Law.

25.3A Client who is dissatisfied with the Company's handling of a conflict may use the Complaints Handling Policy. Use of that procedure does not affect any right the Client has under Applicable Law.

25.4Enquiries under this Policy may be sent through the contact channels published by the contracting entity and set out at the end of this Policy.

26.2The current version of this Policy is made available through an Approved Medium. The Company maintains version control and records the effective date of each version.

26.3The governing language of this Policy is English. A translation is provided for convenience only and, in the event of conflict, the English version prevails to the extent permitted by Applicable Law.