Per-Se Professional Client Terms of Business

Nau Securities Limited ("Nau", "we" or “us”) is authorised and regulated by the Financial Conduct Authority (“FCA”). Any regulated activities which we conduct with you or on your behalf will be subject to the provisions of the FCA's handbook of rules and guidance ("FCA Rules").

Nau is also registered with the US Securities and Exchange Commission (“SEC”) as an investment adviser (IARD number 281683; SEC number 801-106806). Please note that Nau’s registration with the SEC is not an endorsement by the SEC, or any other US regulatory agency, of Nau.

These Terms govern your relationship with us and supersede any other Terms provided by us in respect of the same services.

1. Client Categorisation


Clients who satisfy any of the criteria in the Schedule are “per-se Professional Clients”. On the basis of the information you have given us and other information available to us, we have classified you as a per-se Professional Client for the purposes of FCA Rules. You agree and consent to your classification as a per-se professional client by using our services.
1.1. Under the Markets in Financial Instruments Directive (“MiFID”), you are entitled to request a different classification (i.e. as a Retail Client or Eligible Counterparty). However, you should be aware that Nau is unable to provide services directly to Retail Clients. Should you request Eligible Counterparty status, you would lose certain regulatory protections. In the event that you wish to discuss your classification, please contact the Compliance Officer at compliance@nau-securities.com.
1.2. You should note that, as a Professional Client, you will not benefit from the protections afforded only to Retail Clients under the FCA Rules and you will not have access to the Financial Ombudsman Service.
1.3. It is your responsibility to determine whether any legal or regulatory considerations of any relevant jurisdiction limit your access to and use of our services and to observe and comply with all applicable laws and regulations of any relevant jurisdiction. If requested to do so by us, you will provide evidence of your compliance.

2. Conflict of Interest


If you require an explanation of how we identify, manage and control any potential conflict of interest which might arise in the provision of services to you we will provide a copy of our conflict of interest policy upon request.

3. Scope of Services


3.1. The “Securities” are:-
(a) certificates representing certain security;
(b) commodity futures;
(c) commodity options and options on commodity futures;
(d) contracts for differences (excluding a spread bet and a rolling spot forex contract);
(e) debentures;
(f) futures (excluding a commodity future and a rolling spot forex contract);
(g) options (excluding a commodity option and an option on a commodity future);
(h) rights to or interests in investments (contractually based investments);
(i) rights to or interests in investments (security);
(j) shares;
(k) units; and
(l) warrants.
3.2. If you are not based in the US, then Nau is able to provide the following services to you:
(a) advisory services;
(b) execution services; and
(c) such other services as we may agree from time to time,
(together, the “Services”), in respect of the Securities.
3.3. If you are based in the US, then the services Nau will provide are:
(a) Investment advice and the provision of research reports;
(b) support in the implementation of your investment process, including arranging field trips to meet with companies around the world and the organisation of non-deal roadshows for company management to meet you; and
(c) our specialist sales service designed to tailor Nau’s overall value proposition and access to its analysts and investment research for your specific requirements and needs,
(d) The provision of the services to US based clients described above will be conducted in our capacity as a registered investment advisor and our adherence to the requirements of Rule 15a-6 of the US Securities Exchange Act of 1934, as amended.
(e) Nau does not provide discretionary investment advisory services to clients.
(f) Nau will provide secondary market securities trading services only on the basis that this service is intermediated by a SEC registered broker-dealer, in accordance with Rule 15a-6.
(together, the “Services”), in respect of the Securities.
3.4. We will not be responsible for monitoring or managing your investments on an ongoing basis.
3.5. We may from time to time provide other services as are agreed between you and us which are not covered by these Terms alone and which may require supplementary or separate terms and documentation, or we may, in our absolute discretion and without having to give you any reason for doing so, refuse to provide you with particular services.
3.6. We provide the Services primarily in relation to equities, but we may also provide services in relation to all other types of investments in respect of which we are authorised by the FCA from time to time to provide our services.

4. Best Execution Policy


4.1. When providing execution services Nau will comply with its obligations under MiFID and COBS 11.2 of the FCA Rules as set out in our “Best Execution Policy”.
4.2. Nau’s Best Execution Policy is available by request at 2 Eaton Gate, London SW1W 9BJ, United Kingdom.

5. Charges and Settlement


5.1. In consideration for the Services performed by us we may charge you fees, commissions, charges, tax and expenses (“Charges”). Our Charges will be determined by us and notified to you in writing.
5.2. We may be paid either through receiving Charges from you or where you direct that monies are paid to us under a commission sharing agreement or similar arrangement which you maintain with a third party. Additionally, we may receive remuneration and fees from, or share fees and charges with, a third party on any basis we agree with such person. We will give you details of any such arrangements or of any amount received or shared with such person at your written request.
5.3. You agree to pay us promptly the Charges. We may, in our discretion, charge you interest at a rate equal to the UK base rate on the value of transaction amounts not settled by you on the date for payment.

6. Conflicts of interest


6.1. Your attention is drawn to the fact that in respect of the Services that we provide, Nau, or our directors, officers, employees and agents or some other person or company connected with us (“Connected Persons”) may have an interest, relationship or arrangement such as that in clause below that is material in relation to the investment or transaction concerned or could give rise to a conflict of interest and you agree that we shall not be required to disclose it to you and that there will be no obligation to account to you for any profit. However, our employees are required to comply with a policy of independence and disregard any such interest, relationship or arrangement when dealing for you to ensure that you are dealt with in a fair way regardless of any conflict that may arise.
6.2. When we provide you with the Services, we or a Connected Person could, for example, be:
(a) advising clients on investments where a Connected Person is involved as a placing agent in a primary or secondary offering of the company;
(b) advising clients in relation to investments on which we have advised or may advise you;
(c) advising or recommending that a client take a position which advice or recommendation is inconsistent or contrary to positions held by another client; or
(d) receiving payments under a commission sharing agreement.
6.3. You hereby expressly agree that we and the Connected Person may do so and are not required to account to you for any income, gain, profit, benefit or other advantage arising from doing so provided that we do not contravene FCA rules in relation to the price or execution of the transaction.
6.4. We may in our absolute discretion decline to provide the Services if we or any Connected Person have an interest which will or may conflict with your interests.

7. Custody of your investments


Under no circumstances will Nau provide a custody service for you. It is your sole responsibility to arrange the provision of custody services for your investments.

8. Client money


Nau does not hold Client Money (as defined by the FCA Rules). Consequently, none of the money we receive from you will be treated by us as Client Money for the purposes of the FCA Rules.

9. Complaints and compensation


If you have any complaint about our performance under these Terms you should direct that complaint to our Compliance Officer, who will investigate the nature of your complaint to try to resolve it. You should note that, due to your status as a Professional Client, you will not be eligible to make complaints to the Financial Ombudsman Service.

10. Limitation of liability


10.1. Neither we nor any Connected Persons will have any responsibility or liability whatsoever in the absence of negligence, fraud or wilful default by us or the Connected Persons:
(a) for any loss or loss of profit as a result of any advice or opinion which may be given or expressed by us or any Connected Persons to you in good faith concerning any investment or investment transaction;
(b) for any expense, loss or damage suffered by you as a result of our or any Connected Persons carrying out your instructions or being unable, for reasons outside our or their control (including the failure of or delay by any bank or counterparty), to carry out your instructions either at all or on a timely basis; or
(c) for any other loss, damage or expense (whether or not similar to the above and including without limitation, any indirect or consequential loss, any loss of profits or opportunity, or any damage to reputation) arising in connection with these Terms or the provision of the Services under it.
10.2. This provision shall not exclude or restrict any duty or liability which we have in relation to you under FCA Rules or any liability which we may incur under the Financial Services and Markets Act 2000 (“FSMA”) or under those rules in respect of a breach of any such duty.

11. Indemnity


Except to the extent that the same may result from our negligence, fraud, breach of these Terms, or breach of our obligations to you under the FCA rules of FSMA, or the fraud, negligence or wilful default of a Connected Person, you hereby irrevocably and unconditionally agree to indemnify, protect, hold harmless or reimburse us and our Connected Persons on demand, and keep us fully and effectively indemnified (whether before or after termination of these Terms) from and against any and all Liabilities which may be suffered by, imposed on, incurred by or asserted against us as a direct or indirect result of our acting under these Terms including (without limitation) our so acting on any instructions received from you in respect of which you or any counterparty or bank do not make good and timely delivery or payment, providing that we and our Connected Persons:-
11.1. Have taken all reasonable steps to avoid or minimise such Liabilities;
11.2. Have informed you of any Liabilities in respect of which an indemnity is sought under these Terms as soon as practicable; and
11.3. Keep you informed of and act reasonably in relation to any request from you in relation to any steps taken or to be taken to mitigate or make recovery in respect of the Liabilities in respect of which an indemnity is sought.

12. Warranties and Obligations


12.1. The parties hereby represent and warrant to the other party and each time you send us instructions it shall be deemed that you represent and warrant that:
(a) it is duly incorporated under the laws of its respective jurisdiction and each possesses the capacity to sue and be sued in its own name and has the power to carry on its business and to own property and other assets;
(b) it has all necessary power, authority and capacity and, in the case of a trustee, also has and will have full power, authority and capacity under the relevant trust instrument, to execute, deliver and perform its obligations under these Terms and all necessary corporate, shareholder, and other action has been taken to authorise the execution, delivery and performance of the same and in respect of any transaction entered into under these Terms;
(c) these Terms have been duly executed and delivered by it and constitutes its legal and binding obligation, enforceable against it in accordance with its terms; and
(d) it has and maintains all licences, consents and authorisations required by Applicable Law in connection with its obligations under these Terms.
Applicable Law means any laws, statutes, regulations, directives, rules, directions, codes, ordinances, judgments, decrees, writs or orders enacted, adopted, issued or promulgated by any governmental body (including without limitation the FCA) or any supranational, national, state, provincial or local common law or any consent decree, stipulation or settlement agreement entered into with any governmental body (including without limitation FSMA and the FCA Rules insofar as they relate to the performance of the various obligations under these Terms).
12.2. At the date of these Terms and each time you send us instructions you represent, warrant and undertake to us that:
(a) the execution, delivery, performance and discharge by you of your obligations and liabilities under these Terms do not and will not:
(i) contravene any Applicable Law;
(ii) conflict with or result in any breach of any of the terms of or constitute a default under any agreement, instrument, license or other authorisation to which you are a party or subject or by which you or any of your property is subject; or
(iii) contravene or conflict with any provision of your memorandum or articles of association;
(b) you are a sophisticated investor and you understand the transaction and the nature and extent of the potential risks and have independently determined (after taking independent advice if you are unsure) that the transaction is appropriate for you in the light of your objectives, experience, financial and operational resources and other relevant circumstances;
(c) the execution, delivery and performance of these Terms by you will not violate or conflict with any Applicable Law;
(d) you have and will at all times have sufficient funds to meet your duties, liabilities and obligations incurred under these Terms; and
(e) except to the extent that you have notified us otherwise, no Event of Default has occurred.
12.3. An Event of Default occurs where:-
(a) you make a general assignment for the benefit of, or enter into a re-organisation, arrangement or composition with, creditors;
(b) you state in writing that you are unable to pay your debts as they become due;
(c) you seek, consent to or otherwise acquiesce in, the appointment of any trustee or administrator, receiver or liquidator or analogous officer of it or any material part of your property;
(d) you or any other person has filed a petition or other application (other than by us in respect of any obligation under these Terms) in any court or before any agency alleging or for your bankruptcy, winding-up or insolvency or seeking any re-organisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation and, where such petition or other application is presented or filed by a person other than you such petition or other application (except in the case of a petition for winding-up or analogous proceeding, or in the case of an application for an administration order, in respect of which no such 30 day period shall apply) has not been stayed or dismissed within 30 days of its presentation or filing;
(e) a receiver, administrator, liquidator or trustee or analogous officer is appointed over all or any material part of your property, or a notice of intention to appoint an administrator is given or filed;
(f) a meeting of creditors is convened for the purpose of considering a proposal for a composition in satisfaction of your debts or a scheme of arrangement of your affairs or any analogous proceeding;
(g) an attachment before judgment or in execution is levied over all or any material part of your property; or
(h) a moratorium is agreed, declared or otherwise obtained in respect of or affecting all or any material part of your indebtedness.

13. Advice, suitability and appropriateness


13.1. We may from time to time provide you with trading ideas or market views, as well as written or oral advice on the merits of a particular transaction, market recommendations and other market and investment research and analysis (collectively “Market Commentary”). We will assume that your status as a Professional Client means you have the knowledge and experience required to assess our advice before taking your own decision on how to proceed, and upon entering into a transaction, you acknowledge and agree that by entering into the transaction, you understand the terms, conditions and risks of such transaction and are willing to assume those risks, financially or otherwise. You hereby acknowledge and understand that Market Commentary provided by us to you with respect to your trading activities is solely incidental to the conduct of our business, shall not serve as a primary basis for any decision by you and does not constitute investment advice, nor an offer or solicitation of an offer to buy or sell investments nor a recommendation to enter into a transaction unless there is a written agreement between us and you to the contrary.
13.2. We will exercise reasonable care and diligence in advising you, but we give no warranty as to the performance of any investment or transaction we comment on. You should read and consider carefully any disclosures or disclaimers made in such Market Commentary and set out on our website or otherwise provided to you from time to time. We give no representation, warranty or guarantee as to the accuracy or completeness, reliability or prudence of such information. Any Market Commentary provided by us may not have been verified and may be changed without notice to you but we shall have no duty to update such Market Commentary. You understand that we and any Connected Persons may take positions in or advise or make recommendations to other clients concerning such transactions which are the subject of recommendations from us to you, which positions, recommendations and advice may be inconsistent with or contrary to positions which are held by you. Market Commentary which we provide may not be reproduced, copied, disclosed, distributed or otherwise communicated to any other party by you for any purpose except with our written permission. When we send you Market Commentary, we will not have considered your circumstances nor assessed the suitability for you of any investment to which the Market Commentary relates.
13.3. When making a decision to deal in investments, you should consider the risk inherent in those products, and in any services and strategies related to them. Your assessment should include a consideration of a variety of potential risks including those relating to credit, the market, liquidity, interest rate, insolvency, foreign exchange, contingent liabilities, execution venue, legal and tax issues.

14. Confidentiality Data protection 


14.1. We and you will each treat as confidential (both during and after the termination of these Terms) any information that we provide to each other relating to our respective businesses, their investment strategies, holdings, products or services and we shall not disclose the same to any third party without the other’s consent, provided that such confidential information may be disclosed (i) to professional advisers or, if it is considered necessary or desirable, to insurers, the FCA or any other relevant regulatory authority or exchange; (ii) to a third party supplier in relation to the provision of services under these Terms, (ii) if the information has come into the public domain other than due to a breach of confidentiality by either party, (iv) if required to do so by law or regulation, or (v) with the other party’s consent.
14.2. You acknowledge that we may collect and hold information (including Personal Data and Sensitive Personal Data, each as defined in the Data Protection Act 1998 (as amended)) relating to you or, if you are a firm, your directors, shareholders, officers, agents, clients and employees. You consent to disclosure by us to the FCA (or any successor to the FCA), any relevant exchange, or any other regulatory body or authority in the United Kingdom or elsewhere, of such information (including, without limitation, information relating to your transactions and accounts) relating to the Services provided to you pursuant to these Terms as may be requested by them or that we may otherwise be required to disclose.
14.3. You also specifically authorise us to use, store or otherwise process any such information (whether provided electronically or otherwise) to administer these Terms, and to provide the Services to you, including, without limitation, monitoring and analysing the conduct of your account, assessing any credit limit or other credit decision (as well as the fees and other charges to be applied to your account) and enabling us to carry out statistical and other analysis, and otherwise to market services and products to you.
14.4. You acknowledge and agree that, in doing so, we may transfer or disclose such information to third parties, including third parties located outside the EEA. Such parties may include those who provide services to us or act as our agents, those to whom we transfer or propose to transfer any of our rights or duties under these Terms and those licensed credit reference agencies or other organisations that help us and others make credit decisions and reduce the incidence of fraud, or in the course of carrying out identity fraud prevention or credit control checks.
14.5. If any personal data or sensitive personal data relating to any of your directors, employees, officers, agents or clients is provided to us, you represent to us that each such person is aware of and consents to the use of such data as set out in this clause and you agree to indemnify us against any Liabilities arising out of any breach of this representation.

15. Force majeure


We shall not be in breach of our obligations under the Terms nor shall we be liable to you for any Liabilities suffered, incurred or paid by you, which arise from the total or partial failure of or delay in performance of our duties and obligations occasioned by any act of God, fire, acts or regulations of government or state, war, civil commotion, insurrection, embargo, riot, suspension of trading by any exchange of executing broker/entity, act of terrorism, inability to communicate with market makers for whatever reason, failure of any computer dealing or settlement system, prevention from or hindrance in obtaining any energy or other supplies, labour disputes of whatever nature, late or mistaken delivery or payment by any bank or counterparty or any other reason (whether or not similar in kind to any of the above) beyond our control.

16. Third Party Rights


The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and accordingly no part of these Terms shall be directly or indirectly enforceable by any third party, nor is it intended to confer a benefit on any third party, save that any provision purporting to confer a benefit on any Connected Persons shall be construed as conferring a benefit on and be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is a Connected Person. These Terms may be varied, amended, modified or rescinded and the parties to these Terms may terminate them in accordance with clause 20 without the consent of any Connected Persons. This clause shall not limit the rights of any party to these Terms or any person to whom any rights or benefits under these Terms have been assigned.

17. Anti-Money Laundering


We have certain responsibilities under anti-money laundering legislation to verify the identity of our clients and may need to make certain enquiries and obtain certain information from you for that purpose. You confirm that all information you supply will be accurate and that we may pass on such information as we consider necessary to comply with anti-money laundering requirements.

18. SEC requirements


If you are a US based client, Form ADV, Parts 2A and 2B is available upon request at 2 Eaton Gate, London SW1W 9BJ, United Kingdom.

19. Governing law


These Terms shall be governed by and construed in accordance with the law of England and Wales and both parties hereby submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute under or in respect of these Terms.

20. Amendment and Termination


20.1. No alteration to these Terms will have effect unless agreed by us in writing.
20.2. You agree that we may amend our Charges from time to time. Please ask us at any time should you require details of our current rates.
20.3. These Terms may be terminated (without penalty) by either party giving written notice to the other at any time. Such termination will be effective immediately upon receipt of such written notice.
20.4. Termination will not affect any outstanding orders or transactions or any legal rights or obligations which may already have arisen.
20.5. Upon such termination, we will be entitled to receive from you all Charges and liabilities accrued or incurred under these Terms up to the date of termination including any additional expenses or losses reasonably and properly incurred by us in giving effect to such termination.
20.6. For the avoidance of doubt, the provisions in clauses 2, 10, 11, 14 and 19 survive the termination of these Terms.

21. Assignability, Severability and Waiver


21.1. Neither party may assign any of its rights or obligations under these Terms to any other person without the signed express written consent of the other party. These Terms will apply to your successor or personal representative or your permitted assignees.
21.2. If any provision of these Terms is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision shall be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of these Terms shall continue to remain in full force and effect.
21.3. A failure by either party to exercise and any delay by any party in exercising any right, power or remedy under these Terms shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time or on any subsequent occasion. The single or partial exercise of any right, power or remedy shall not preclude any other or further exercise of that right, power or remedy or the exercise of any other right, power or remedy.

22. Counterparts


These Terms may be executed in any number of counterparts and by the parties on separate counterparts, each of which is an original but all of which together constitute due execution of these Terms.

Schedule

1. An entity required to be authorised or regulated to operate in the financial markets including, all authorised entities carrying out the characteristic activities of the entities mentioned, whether authorised by an EEA State or a third country and whether or not authorised by reference to a directive, i.e.:
1.1. a credit institution;
1.2. an investment firm;
1.3. any other authorised or regulated financial institution;
1.4. an insurance company;
1.5. a collective investment scheme or the management company of such a scheme;
1.6. a pension fund or the management company of a pension fund;
1.7. a commodity or commodity derivatives dealer;
1.8. a local; or
1.9. any other institutional investor.
2. In relation to MiFID or equivalent third country business, a large undertaking meeting at least two of the following size requirements on a company basis:
2.1. balance sheet total of at least EUR 20,000,000;
2.2. net turnover of at least EUR 40,000,000;
2.3. own funds of EUR 2,000,000.
3. In relation to business that is not MiFID or equivalent third country business, a large undertaking meeting any of the following size requirements on a company basis:
3.1. a body corporate (including a limited liability partnership) which has (or any of whose holding companies or subsidiaries has) (or has had at any time during the previous two years) called up share capital or net assets of at least £5 million (or its equivalent in any other currency at the relevant time);
3.2. an undertaking that meets (or any of whose holding companies or subsidiaries meets) two of the following tests:
(a) a balance sheet total of EUR 12,500,000;
(b) a net turnover of EUR 25,000,000;
(c) an average number of employees during the year of 250;
3.3. a partnership or unincorporated association which has (or has had at any time during the previous two years) net assets of at least £5 million (or its equivalent in any other currency at the relevant time) and calculated in the case of a limited partnership without deducting loans owing to any of the partners;
3.4. a trustee of a trust (other than an occupational pension scheme, SSAS, personal pension scheme or stakeholder pension scheme) which has (or has had at any time during the previous two years) assets of at least £10 million (or its equivalent in any other currency at the relevant time) calculated by aggregating the value of the cash and designated investments forming part of the trust's assets, but before deducting its liabilities;
3.5. a trustee of an occupational pension scheme or SSAS, or a trustee or operator of a personal pension scheme or stakeholder pension scheme where the scheme has (or has had at any time during the previous two years):
(a) at least 50 members; and
(b) assets under management of at least £10 million (or its equivalent in any other currency at the relevant time);
3.6. a local authority or public authority.
4. A national or regional government, a public body that manages public debt, a central bank, an international or supranational institution or another similar international organisation.
5. 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 (in relation to the firm's other business). This includes entities dedicated to the securitisation of assets or other financing transactions.

2. Application
2.1. This Policy applies only to those customers whom we have classified as professional clients (as defined in the FCA Rules).
2.2. Clients classified as eligible counterparties (as defined in the FCA Rules) are not entitled to any of the protections set out in this Policy.
2.3. This Policy will not apply in the situations set out in Section 5 below. We recommend that you read Section 5 carefully.

3. Determining ‘Best Execution’ and ‘Best Interests’
3.1. When transmitting orders on your behalf to an executing entity for execution, we will act in your best interests by taking all reasonable steps to obtain the best possible results for you on the execution of your orders by the execution entity.
3.2. We have in place a policy and procedures which are designed to obtain the best possible result, taking the following into account:-
(a) the price,
(b) costs,
(c) speed,
(d) likelihood of execution and settlement,
(e) size and nature of your order,
(f) market impact, and
(g) any other consideration relevant to your order.
These are known as the execution factors (“Execution Factors”).
3.3. The relative importance of the Execution Factors on each of your orders will be influenced by the following:-
(a) nature of your order,
(b) the financial products the order relates to,
(c) your own priorities, and
(d) the nature of the venue available for execution of your particular order.
These are known as the execution criteria (“Execution Criteria”). In most cases we will prioritise using price and speed of execution as the most important factors, although we may use any of the other factors if we believe this will provide a better overall result.
3.4. When executing orders on your behalf, we will take all reasonable steps to achieve the best possible result for you. In a similar way to transmitting orders on your behalf to an executing entity for execution, we will take into account the Execution Factors and Execution Criteria when we are executing orders directly on your behalf.
3.5. We have set out below information on the criteria which determines how we select the different venues on which we may execute your order. These venues include, but are not limited to, Regulated Markets and MTFs. We will also assess, on a regular basis, the quality of execution afforded by those execution venues and whether we need to change our execution arrangements.

4. Execution venues and execution entities
4.1. In practical terms, taking all reasonable steps to obtain the best possible results for you means selecting execution venues and entities where we consistently achieve best execution.
4.2. In selecting execution venues for direct execution of your orders, our primary considerations are price, liquidity, cost, speed of execution, likelihood of execution and settlement and any others relevant to the execution of your order. We will determine the relative importance of such considerations using our commercial judgement and by reference to the attributes of your order, the financial instrument to which the order relates and the available execution venues.
4.3. We will also take these considerations into account when selecting execution entities to whom we will transmit orders on your behalf for execution. We have identified the following execution entities as having execution arrangements in place that enable us to comply with our obligations to you and deliver the best possible results for you on a consistent basis:-
(a) INTL FCStone Financial Inc. (CRD# 45993)
(b) Convergex Execution Solutions LLC (CRD# 35693)
We will assess, on a regular basis, the quality of execution afforded by the execution entities and whether we need to change our execution arrangement.
4.4. Where there is only one appropriate venue or execution entity available for execution of your order, we will only use that single venue or entity to fill the order.
4.5. Where the use of one of our usual execution venues or entities would not, in a particular situation, result in the best possible result on your order, we will consider other execution venues and entities where available.
4.6. Nau’s current execution venues are:
(a) Regulated Markets
1. Vienna Stock Exchange Austria
2. Euronext (Brussels) Belgium
3. Sarajevo Stock Exchange
4. Bosnia Bulgarian Stock Exchange Bulgaria
5. Prague Stock Exchange Czech Republic
6. Copenhagen Stock Exchange Denmark
7. Nasdaq OMX Baltic (Tallinn, Riga, Vilnius) Estonia, Latvia, Lithuania
8. Helsinki Stock Exchange Finland
9. Euronext (Paris) France
10. Frankfurt Stock Exchange Germany
11. Athens Stock Exchange Greece
12. Budapest Stock Exchange Hungary
13. Irish Stock Exchange Ireland
14. Tel-Aviv Stock Exchange (TASE) Israel
15. Milan Stock Exchange Italy
16. Bourse de Luxembourg Luxemburg
17. Euronext (Amsterdam) Netherlands
18. Oslo Stock Exchange Norway
19. Warsaw Stock Exchange Poland
20. Euronext (Lisbon) Portugal
21. Bucharest Stock Exchange Romania
22. Johannesburg Stock Exchange South Africa
23. Madrid Stock Exchange Spain
24. Stockholm Stock Exchange Sweden
25. SIX Swiss Exchange Switzerland
26. Istanbul Stock Exchange Turkey
27. London Stock Exchange United Kingdom


(b) MTFs
28. Buenos Aiers Stock Exchange Argentina
29. BM&F BOVESPA Brazil
30. NASDAQ Stock Market Canada
31. Bolsa de Comercio de Santiago Chile
32. Bolsa de Valores de Colombia
33. Bolsa Mexicana de Valores, BMV Mexico
34. Bourse de Casablanca Morocco
35. NYSE Arca Europe - Netherlands
36. Nasdaq OMX exchanges Nordic and Baltic countries
37. Lima Stock Exchange Peru
38. Moscow Exchange Russia
39. Ljubijanska Stock Exchange Slovenia Bourse de Tunis Tunisia
40. BATS CHI-X Europe United Kingdom
41. Turquoise United Kingdom
42. New York Stock Exchange United States


(c) Sytematic Internalisers – none
(d) Other Liquidity Providers – none
4.7. For markets where the executing entity or Nau is not a member, execution is via a local broker. Some of these exchanges are accessed via a third party broker including affiliated brokers.
4.8. NB: Systematic Internalisers and other liquidity providers will be assessed as and when they become available. If they are considered capable of providing best execution in accordance with this Policy and the execution entity has the required infrastructure to execute client orders via them, Nau will add them to the above list of execution venues. The list will be kept updated at 

19. Governing law


These Terms shall be governed by and construed in accordance with the law of England and Wales and both parties hereby submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute under or in respect of these Terms.


4.9. Whilst we will take all reasonable steps based on the resources available to us to satisfy ourselves that we have a policy and procedures in place that can reasonably be expected to lead to the delivery of best execution of your orders, we cannot guarantee that we will always be able to provide best execution of every order we transmit for execution on your behalf or we execute directly on your behalf.

5. Policy application
5.1. Best execution will not apply in the following situations:
(a) where you have made your own trading decisions using your discretion and you are not relying on us to act in your best interests to obtain the best possible result;
(b) where you deal with us on the basis of a quote published by us, or on the back of a quote we have provided at your request. In some cases you may choose not to accept the quoted price but will ask us to accept the order on your behalf and to wait for market conditions to allow for execution. In those instances we will owe you best execution, but best execution will be considered to be met if the order is executed at, or better than the limit price as soon as market conditions allow;
(c) where we are otherwise dealing with you as principal and we are not acting on your behalf;
(d) where your order is in relation to an investment product which is not a regulated investment, such as FX transactions.
5.2. Best execution may be modified in the following ways:
(a) where you have given us specific instructions in relation to your order and we transmit the order to an execution entity for execution or we execute the order in accordance with those instructions, this will override our duty of best execution to the extent of those instructions (although we may still have an obligation of best execution to the extent, for example, your instructions concern the price of execution but not a particular execution venue); and
(b) where you have given us an order which can only be executed on one particular execution venue, we will have complied with our best execution obligation by executing on that venue.
5.3. This Policy will not apply at a time of severe market turbulence, and/or internal or external system failure where the ability to transmit orders to execution entities for execution or execute orders on a timely basis, or at all, will become the primary factor. In the event of system failure we or the executing entity may not be able to access all of our chosen execution venues.

6. Monitoring and review
6.1. The execution venues and entities we use will be monitored to ensure that they are providing the best possible result on a consistent basis. Changes to our selected execution venues and entities will be made where appropriate to maintain adherence to this Policy.
6.2. In addition, this Policy will be reviewed at a minimum annually and you will be informed of any material changes.
6.3. Where we transmit orders on your behalf to an executing entity, or execute orders on your behalf, we will demonstrate that we have executed a particular order or series of orders in accordance with this Policy.

If you have any queries about this Policy, please direct them, in the first instance, to the compliance officer at compliance@nau-securities.com

This Policy may be updated from time to time in order to reflect developments affecting Nau’s business or internal organisation or changes to applicable regulatory rules and guidance.