XTX MARKETS CODE OF CONDUCT

I. INTRODUCTION

This Code of Conduct (the “Code”) applies to XTX Markets Limited and all other affiliated subsidiaries of XTX Holdings Limited including, but not limited to, XTX Markets Pte. Limited, XTX Markets LLC, XTX Execution Services LLC, XTX Markets Trading Limited, XTX Markets SAS, XTX Markets Technologies Limited, XTX Markets LLP, XTX Securities Private Limited, and XTX Research LLP (together “XTX” or “the Firm”) whether regulated or un-regulated, and all directors, partners, officers, employees, and contractors of those entities (together “XTX staff”). The Code is intended to reflect XTX Policies as well as legal, regulatory and ethical business standards that govern the conduct of XTX and XTX staff.

This Code is a statement of XTX’s commitment to integrity and the highest ethical standards in all that we do at XTX. It defines the standards of conduct expected to help you make the right decisions in the course of performing your job. The Code is meant to provide specific guidance to XTX staff and to emphasise standards which are consistent with XTX’s Core Values:

  • Transparency – We believe in clear and honest communication both internally and externally. XTX’s success depends on individual and corporate integrity.
  • Fairness – We believe in respect for each other, our counterparties and clients and in promoting fairness in financial markets. That means being consistent and advocating for the ‘right thing’ – even in cases where it may not benefit us directly.
  • Collaboration – We believe great companies are always much stronger than the sum of their parts. Coming together is a beginning, staying together is progress, and working together is success.
  • Excellence – We strive for excellence in everything we do both individually and collectively as a business. We want to change the markets – not just compete in them.

This Code covers a wide range of business practices and procedures, but does not cover every legal or ethical question that may be faced at XTX, however, by following this Code and our other policies and procedures, by adhering to the letter and the spirit of all applicable laws and regulations and, above all, by applying sound judgment to your activities, you can demonstrate your commitment to the highest standards of ethical behaviour that we expect of all XTX staff.

This Code contains policies and reference to policies regarding several key areas:

  • Compliance with Laws, Rules and Regulations;
  • Treating Others with Dignity and Respect;
  • Conflicts of Interest;
  • Protection of Material Non-Public Information and Confidential Information;
  • Personal Account Dealing;
  • Outside Business Activities;
  • Gifts and Hospitality;
  • Communications with the Public;
  • Failure to Comply and Reporting Violations;
  • Recordkeeping; and
  • Compliance Certification

II. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

XTX expects all XTX staff to comply with all of the laws, rules and regulations applicable to its operations and business.

To ensure that XTX maintains its reputation for integrity and high ethical standards, it is essential that the Firm and XTX staff abide by all applicable laws and regulations and maintain high standards of personal and professional conduct. XTX staff are expected to demonstrate high standards of moral and ethical conduct and comply with the provisions of this Code.

XTX staff are not expected to know the details of each and every law governing the Firm’s business. However, they are expected to be familiar with and comply with XTX’s policies and procedures applicable to their respective business entity and job responsibilities, including but not limited to this Code. When in doubt, XTX staff should seek advice from their supervisor or the Compliance Department.

The Firm requires and expects all XTX staff to conduct all business dealings ethically and to abide by the specific requirements detailed in this Code as well as the spirit of the Code. If there is any doubt about what this Code requires or permits, XTX staff should ask the Compliance Department.

In adopting this Code, XTX recognizes that it and XTX staff owe a duty to the Firm and the Firm’s FX counterparties and clients (together “Clients”) and must:

  • Place the business interests of the Firm and its Clients before those of the XTX staff member;
  • Avoid any actual or potential conflict of interest or any situation that has the appearance of a conflict of interest or impropriety;
  • Abide by all applicable regulatory requirements and/or securities laws for each jurisdiction in which the Firm operates;
  • Keep information concerning the identity of security holdings, trading activity and financial circumstances of the Firm and/or Clients confidential;
  • Never mislead an existing or prospective Client;
  • Never engage in any act, transaction, practice, or course of business which would amount to fraud or deceit;
  • Conduct personal securities transactions in a manner consistent with this Code; and
  • Avoid any abuse of a position of trust and responsibility.

All XTX staff should be mindful that their behaviour and activity reflects upon XTX. All XTX staff are responsible for protecting XTX’s reputation.

III. TREATING OTHERS WITH DIGNITY AND RESPECT

XTX is committed to providing a work environment that promotes equal opportunity, dignity and respect. Our policies and practices promote equal employment opportunity without discrimination or harassment on the basis of race, religion, age, sex, gender, gender identity or expression, sexual orientation, national origin, citizenship, disability, marital and civil partnership or civil union status, pregnancy (including unlawful discrimination on the basis of a legally protected pregnancy or maternity leave), or any other characteristic protected by law.

XTX does not tolerate slavery, servitude, forced or compulsory labour or any behaviour that amounts to coercion in the form of either direct threats of violence or more subtle forms of compulsion and/or where work or service is extracted from any person in the menace of any penalty and for which the person has not offered him/herself voluntarily or human trafficking (known as “modern slavery”) within its business or supply chains.

Misconduct, including discrimination, harassment, retaliation or other forms of unprofessional behaviour will not be tolerated. XTX staff should report any instances of discrimination or harassment to the Human Resources Department.

IV. PROTECTION OF MATERIAL NON-PUBLIC AND CONFIDENTIAL INFORMATION

A. Insider Dealing

It is unlawful to trade in any security or other financial product on the basis of material non-public (“inside”) information or to disclose such information to others who may profit from it. Information is “non-public” if has not been disseminated broadly in the marketplace by, for example, being made generally available to the public in a press release, public filing with a regulator or some other government agency or other means of widespread distribution. Information is “material” if a

reasonable investor would consider it important in making a decision to buy, hold or sell a security. The legal definition of “inside information” is purposefully broad and intended to capture a wide spectrum of information. As a rule of thumb, any information that would affect the value of a stock or other financial product should be considered material regardless of whether the information is directly related to the company’s business. It is likely that the following types of information would fall within scope of the definition of “inside information” but this list is not exhaustive:

  • unpublished financial results or accounts;
  • unpublished financial or business projections;
  • unannounced proposed or pending acquisitions, investments or sales;
  • unannounced significant project or product developments;
  • unannounced changes in key personnel;
  • unannounced changes in dividends;
  • unannounced stock splits or stock buy-backs;
  • unannounced equity or debt offerings;
  • pending significant litigation or unannounced developments in outstanding significant litigation;
  • unannounced or potential regulatory investigation (e.g. by the FCA or SEC);
  • pending client orders;
  • unpublished conditions affecting the transport of a commodity; and
  • unpublished changes to regulation or subsidies in relation to a commodity.

All XTX staff who may be in possession of material, non-public information about a company are prohibited from both (1) dealing in the stock or securities of that company, either personally or for a third party including XTX, while in possession of such information; and (2) making unlawful disclosures, “tipping” others to trade on the basis of such information.

Should an XTX staff member find themselves to be, potentially, in possession of material non-public information they should refer to the XTX Market Abuse Policy for additional information about XTX’s policy on insider dealing and XTX staff responsibilities.

B. Confidentiality

XTX’s staff may also receive confidential information concerning existing and potential Clients in the course of their normal business. XTX staff are expected to keep strictly confidential any Client-related information such as information concerning the Client’s trading activity, financial circumstances, identity, relationship to XTX or transactions undertaken by XTX with the Client.

As a general rule, confidential information pertaining to XTX or XTX’s Client’s should never be communicated to anyone outside of the Firm. Moreover, Client information should be handled with discretion inside the Firm and should only be communicated to XTX staff who need to know that information. Confidential information must be protected at all times regardless of its form or format. This means that XTX staff should not:

  • Access confidential information pertaining to XTX or its Client unless the XTX staff member requires the information to perform his or her employment duties and is authorised to access the information;
  • Communicate or transmit confidential information outside the Firm to personal e-mail accounts or store confidential information on unapproved storage devices (e.g. personal computers, hard drives or flash drives); or
  • Discuss or display confidential information in public places or where XTX staff may be overheard by third parties.

XTX staff with a question about whether certain information is confidential should seek advice from a supervisor or the Compliance Department.

Please refer to the XTX Communications Policy for additional information about our policy on Confidentiality and XTX staff responsibilities.

V. CONFLICTS OF INTEREST

A conflict of interest can be described as a situation in which someone in a position of trust has competing professional and/or personal interests which could make it difficult to fulfil their duties objectively and effectively. A conflict of interest may be actual or potential (future) and can occur in a number of situations. There are a variety of relationships in which potential conflicts could occur, including:

  • Between XTX and Clients;
  • Between XTX staff and Clients;
  • Between different Clients;
  • Between XTX and XTX staff;
  • Between different divisions of XTX; and
  • Between Clients and XTX’s affiliated entities.

It is XTX’s policy to meet the highest standards of ethical and market practices in respect of the management of conflicts of interest and to act at all times in the best interests of its Clients and the Firm. In this regard, practices and procedures have been adopted which establish general rules of conduct to ensure any conflicts of interest do not adversely affect Clients. If a conflict cannot be properly mitigated, disclosure is made in adequate detail to the Client with which the conflict exists.

A. Identification of Conflicts

It is the responsibility of all XTX staff to identify and report any potential conflicts of interest to the Compliance Department. The Compliance Department will identify and document conflicts, both actual and potential, that are faced by XTX in its day to day business. These are detailed in the Conflicts Register, maintained by the Compliance Department, which summarises conflicts/potential conflicts and the means by which they are managed. Material potential conflicts will be escalated to the Executive Committee (“EXCO”) for consideration. The Conflicts Register is periodically provided to relevant XTX management bodies for disclosure and review.

Ultimately, XTX Senior Management are responsible for conflicts management and are supported by the monitoring conducted by the Compliance Department. When evaluating the types of conflicts and potential conflicts that arise and which may entail a material risk to the interests of a Client, we must take into account whether XTX or XTX staff and any persons directly or indirectly linked by control to XTX:

  • is likely to make a financial gain, or avoid a financial loss, at the expense of a Client;
  • has an interest in the outcome of a service provided to a Client or a transaction carried out on behalf of a Client, which is distinct from a Client’s interest in that outcome;
  • has a financial or other incentive to favour the interest of another Client or group of Clients over the interests of the Client;
  • carries on the same business as a Client;
  • receives or will receive from a third party, an inducement, other than a standard fee or commission, in the form of monies, goods or services, in relation to a service provided to a Client.

XTX staff must promptly report to the Compliance Department any investment, activity or relationship (including those involving family members) that could give rise to a potential conflict of interest or the appearance of a conflict either with XTX or a Client of the Firm.

B. Conflict Avoidance

XTX seeks to organise its business activities, including external arrangements, in such a way as to avoid conflicts. Conflicts of interest are prohibited as a matter of XTX policy except as approved and in accordance with the controls agreed by the EXCO and documented by the Compliance Department.

C. Conflict Monitoring, Management and Disclosure

XTX is required to:

  • take all reasonable steps to identify conflicts of interest;
  • manage and, where applicable, disclose, conflicts of interest;
  • maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interests from constituting or giving rise to a material risk of damage to the interests of XTX or our Clients;
  • where organisational and administrative arrangements are not sufficient, with reasonable confidence, to ensure that risks of damage to the interests of a Client will be prevented, XTX must clearly disclose the nature and/or sources of any such conflict before undertaking any business for the Client. Such disclosure will be made in a durable medium and will provide sufficient details, taking into account the nature of the Client, to enable the Client to make an informed decision with respect to the service in the context of which the conflict of interest arises.

D. Training

All XTX staff are required to participate in annual conflicts of interest training.

VI. OUTSIDE BUSINESS ACTIVITIES

XTX staff are prohibited from engaging in outside business activities that may interfere with their duties with the Firm.

Outside business activities include any business enterprise, whether for compensation or not, that is outside the scope of the staff member’s duties to the XTX. These activities include, but are not limited to, providing investment advisory or financial services, acting as a proprietor, partner, officer, director, trustee, consultant, employee, agent or having any financial interest in another business or organization. Outside business activities also include non-compensated positions where the XTX staff member is acting in a fiduciary capacity (e.g., treasurer, power of attorney, charitable trust officer or director for a non-profit company).

Before engaging in any outside business activity, XTX staff are required to notify the Chief Compliance Officer in writing of the outside business activity. Written approval must be obtained from the Chief Compliance Officer for the XTX staff member to engage in the outside business activity. Failure to obtain written approval before engaging in an outside business activity could result in disciplinary action.

VII. PERSONAL ACCOUNT DEALING

A. Overview

XTX has implemented a Personal Account Dealing (“PAD”) Policy which, amongst other things, is designed to mitigate any conflicts that arise through the personal dealing activities of XTX staff members.

The Firm requires XTX staff, as part of their contract of employment or services, to adhere to the provisions of the PAD Policy which is included in the XTX Compliance Manual. Failure to comply will be regarded as a breach of the employment contract or services agreement which could lead to disciplinary action.

XTX staff may be periodically required to provide an attestation confirming their brokerage accounts and all transactions made during the respective period for each account.

The XTX Compliance Department has implemented the MyComplianceOffice (“MCO”) platform to assist XTX staff with meeting the requirements of the PAD Policy. Many requirements described within the PAD Policy and summarized herein must be completed via the MCO platform.

B. Fundamentals

The PAD Policy applies to all XTX staff and to all accounts under the control or trading discretion of the XTX staff member or in which the XTX staff member has a beneficial interest. For example, this may include accounts of:

  • A spouse or civil partner or any other person considered by law as equivalent to a spouse;
  • Dependent children or stepchildren;
  • Any other relative who shares the same household with XTX staff;
  • Any person or account with whom XTX staff has close links that might give the appearance of a connection similar to any of the above.

The PAD Policy must be followed in conjunction with any applicable laws and regulations. In accordance with XTX’s aim to observe high standards of integrity and fair dealing, XTX staff may not engage in any dealings that could interfere with their employment at the Firm or which may result in or give the appearance of impropriety.

C. Activities Covered by the PA Dealing Policy

“Reportable Securities” include: all shares (both publicly listed and private), bonds, commodity interests (including physical metals trading, futures, commodities options, options on futures currencies and swaps), FX trades (other than those exchanges made purely for domestic use), Bitcoins (or other similar virtual currencies) and all spread bets or other derivative instruments the subject matter of which is a Reportable Security or Reportable Securities.

The following securities are not considered to be Reportable Securities:

  • Direct obligations of any sovereign country;
  • Bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements;
  • Shares issued by broadly diversified money market funds;
  • Shares issued by open-end investment companies, unit trusts, or mutual funds registered in the E.U. or the U.S.
  • Exchange Traded Funds (ETFs), Closed-End Funds (CEFs), Venture Capital Trusts (VCTs) and Enterprise Investment Scheme (EIS) Funds.

D. Pre-Approval Process

Prior to dealing in a Reportable Security covered by the PAD Policy, all XTX staff must receive pre- approval by the Compliance Department. Approval is based on an assessment of actual, apparent, or potential conflicts of interest, XTX policies, and industry rules and regulations. Compliance reserves the right not to divulge the reasoning behind a decision to decline a transaction request. Approval is granted for the quantity stated on the trade request or less. XTX staff may not execute a transaction for a greater quantity than that specified on the trade request.

Unless stated otherwise in the approval from Compliance, an approval is valid for 24 hours only (after which a further request should be made for approval, including for any fill orders which were not completed within the original 24-hour period of approval).

PAD transactions are required to be held for a minimum of 30 calendar days from the trade date, or in the case of a distribution allocation, from the first day of trading of the new instrument.

Once a transaction is approved and executed, a copy of the contract note or broker statement must be provided to the Compliance Department as soon as reasonably practicable thereafter.

E. Reporting & Summary

Initial Reporting

Within 10 days of first becoming a member of XTX staff, staff are required to disclose:

  • The existence of any account under the control or trading discretion or in which they hold beneficial ownership and which holds any securities (including securities excluded from the definition of “Reportable Securities” above);
  • All Reportable Securities holdings; or, if applicable
  • A statement that the XTX staff member does not have any Reportable Securities or accounts

This section is intended to provide a summary of the requirements of the XTX PAD Policy. Please refer to the full XTX PAD policy for additional information.

XTX staff with questions about the PAD Policy should seek guidance from the Compliance Department.

VIII. GIFTS AND HOSPITALITY

XTX staff must not offer, give, solicit or accept gifts or hospitality if doing so is likely to result in a conflict for XTX and/or its Clients, brokers or service providers. Gifts and hospitality should only be given or received if (1) ethical; and (2) public disclosure of the circumstances would not be detrimental to the Firm’s reputation.

XTX has prepared the following general principles to assist XTX staff in understanding what constitutes appropriate levels of gifts and entertainment, and what may be construed as potential bribery and corruption:

  • Under no circumstances should gifts of cash be given or received;
  • Gifts and hospitality around the time of contracts being awarded/tendered should be avoided;
  • Gifts and hospitality can be provided on an occasional basis in accordance with local laws, and only if appropriate in the circumstances; and
  • Gifts should not be offered to, or accepted from, government officials or representatives, or politicians or politically exposed persons, without the prior approval of the Compliance Department.

If XTX staff are giving gifts or hospitality they must ensure that the cost is under £50 or the local currency equivalent.

If XTX staff receive gifts or hospitality they must ensure that:

  • XTX staff never ask or encourage a third party to provide a gift or hospitality for the benefit of XTX or XTX staff;
  • The giver is not under the impression that the award of business is conditional on gifts or hospitality;
  • XTX staff report all gifts or hospitality, regardless of value, to the Compliance Department; and
  • XTX staff must receive prior approval from the Compliance Department for all gifts or hospitality gifted with a value at or over £50 and received with a value at or over £200 (or the local currency equivalent of each).

Further information around XTX policies related to gifts and hospitality, procurement of goods and services, facilitation payments and political or charitable contributions can be found in the Compliance Manual, Expense Policy, and the Anti-Bribery and Corruption Policy.

IX. COMMUNICATIONS WITH THE PUBLIC

XTX’s reputation is one of its most valuable assets. The Firm recognizes that XTX staff may be invited or wish to participate in lectures, industry panel discussions, seminars, etc., where they may be called upon to provide comments about markets, market practices, regulatory practices or information about XTX. As representatives of the Firm, XTX staff should obtain approval from the co-CEOs before participating in any public financial services industry forum. Notice must also be provided to the Compliance Department in order that XTX staff participation can be recorded and any materials approved.

XTX staff should be sure that any information or materials disseminated to the public are professional, accurate, balanced, not misleading in any way, and complete. In situations where XTX staff are asked to provide their view or opinion, they must disclose that any opinion offered is their own and not necessarily that of XTX.

Please refer to the Communications Policy for additional information about communication with the public.

X. FAILURE TO COMPLY AND REPORTING VIOLATIONS

If the Chief Compliance Officer (or their designee) determines that a member of XTX staff has violated the letter or the spirit of this Code, the Firm may impose appropriate sanctions. For instance, XTX staff may be subject to disciplinary action, up to and including a warning letter or letter of censure, suspension of personal trading privileges, suspension or termination of employment, demotion, fine, civil referral to regulatory authorities or criminal referral.

Any member of XTX staff who knows of, or reasonably believes there is or has been, a violation of laws or regulations applicable to XTX or referenced in this Code, must report that information immediately directly to the Chief Compliance Officer or through XTX’s anonymized Whistleblowing platform, EthicsPoint (xtxmarkets.ethicspoint.com). EthicsPoint is a confidential third-party reporting tool deployed by XTX as an additional means for XTX staff to submit reportable concerns as defined in XTX’s Whistleblowing Policy. The reporting XTX staff member should not conduct any preliminary investigations of the suspected violation unless authorized by the Compliance Department.

Any XTX staff member who in good faith reports a possible violation of law, regulation, Firm policy, this Code, or any other suspected illegal or unethical behaviour is protected from retaliation. Retaliation against XTX staff reporting a violation constitutes a violation of this Code and the XTX Whistleblowing Policy.

For additional information XTX staff should refer to the XTX Whistleblowing Policy.

XI. RECORD KEEPING

In relation to the Code and as required by other Firm policies, the Compliance Department will maintain the following records:

  • A list of all persons who are, or within the preceding six years have been, XTX staff;
  • Records of existing and/or potential conflicts of interest and other relevant information identified in accordance with the Conflicts of Interest Policy;
  • Copies of this Code and any amendments or previous versions of the Code and any amendments that were in effect at any time during the past six years;
  • Copies of all XTX staff written acknowledgements of receipt and review of the Code;
  • Copies of all initial PAD holdings reports submitted by XTX staff;
  • Copies of all PAD reviews of XTX staff holdings and transactions conducted by the Compliance Department; and
  • A record of any violations of the Code and of any action taken as a result of such violations.

XII. COMPLIANCE CERTIFICATION

The Compliance Department will make available a copy of this Code and any material amendments through the XTX intranet. XTX staff may be required to provide the Compliance Department with an attestation acknowledging their receipt and review of the Code and any amendments.

The Compliance Department will review this Code at least annually and make any necessary amendments.

The Compliance Department will also hold periodic orientation or training sessions for new and existing employees to review their obligations under this Code. All XTX staff must attend any assigned training sessions and read any applicable materials.

Last update: July 2021