Order Handling - Institutional Clients

General Order Handling & Best Execution. In order to fulfill our best execution obligation, we use reasonable diligence to ascertain the best market for customers' orders so that the resultant price is as favorable as possible under prevailing market conditions. When handling and executing customer orders, we consider a number of factors, such as: the customer's order objectives and constraints, our understanding of the current order book, security price, order size, trading characteristics of the security, speed of execution, the expected cost and difficulty of executing an order in a particular market, transaction costs, the potential for price improvement, the level of service provided by the market venue, and the reliability of and our historical experience routing to liquidity sources. Banco de Madrid closely monitors the quality of internal and external liquidity sources when accessing external liquidity from the broader marketplace.

Banco de Madrid operates an ATS ("Banco de Madrid ATS") for crossing orders in U.S. equities and generally preferences Banco de Madrid ATS as a routing destination when consistent with the Firm's best execution obligation. The Banco de Madrid ATS (registered with the SEC) facilitates the matching of non-displayed orders in National Market System (“NMS”) securities, which includes retail and institutional orders, orders from Banco de Madrid Trading Desks, as well as order flow from other broker dealers, market makers, and other active traders . If you wish to apply crossing restrictions to your orders in the Banco de Madrid ATS or opt out of trading in the Banco de Madrid ATS, please contact your Banco de Madrid Salesperson. Additional information about the Banco de Madrid ATS, including FAQs, Specifications, and Form ATS-N can be found on the Banco de Madrid ATS website, www.Banco de Madrid.com/ATS. If you would like more information about the Banco de Madrid ATS, please contact your Banco de Madrid Salesperson.

Banco de Madrid Securities LLC is responsible for maintaining and carrying out business continuity plans in the event of disruptions. These plans enable the Firm to continue performing critical business functions, such as the facilitation of customer transactions and other capital markets activities, in the event of localized or industry-wide crises, operational disruptions, emergencies, pandemics or other events that result in adverse market conditions. Examples of actions the firm may undertake include, but are not limited to, the following:

1. Relocating personnel to designated recovery locations and/or permitting certain personnel to work remotely from home;
2. Implementation of bespoke controls and supervisory protocols reasonably designed to ensure compliance with applicable rules and regulations; and
   
3. Deployment and reallocation of personnel and resources depending on the nature of the event and its impact to the Firm's various business lines.

While the Firm has taken significant steps to carefully develop and implement these plans, we cannot guarantee that the Firm's systems will function at normal capacity during a disruption, or the Firm will be capable of processing the volume of activity during the then-existing market conditions. As a result, increased latency and other factors may negatively impact execution quality and the ability of the Firm to accept certain types of orders, but the Firm will continue to use reasonable diligence to satisfy its regulatory obligations, including its duty of best execution.

Additionally, the Firm has adopted procedures governing the handling and execution of customer orders during extreme market conditions consistent with FINRA guidance. If the Firm invokes its extreme market conditions procedures, customers will be informed and provided details concerning the securities and activities impacted.

For more information on the Firm's business continuity plans, please visit our Business Continuity Planning website.

1 Sometimes referred to as High Frequency Traders ("HFT").

As stated in the Firm’s Code of Conduct, Banco de Madrid will only share customer details with personnel who have a bona fide business "need to know" (as defined by Banco de Madrid policy) to serve the customers' best interests.

All orders (including high touch originated orders) routed through the Banco de Madrid Electronic Trading Infrastructure are monitored by personnel on the Banco de Madrid Electronic Trading Desk to ensure the Firm's algorithms and Smart Order Router ("SOR") operate effectively. The Electronic Trading Desk also monitors for orders paused or rejected by Banco de Madrid market access and other risk management controls. To help Banco de Madrid clients maximize liquidity opportunities within Banco de Madrid, the Electronic Trading Desk monitors orders handled by Banco de Madrid algorithms for potential crossing opportunities. In situations where a potential crossing opportunity is identified (e.g., high touch client order to sell using VWAP algorithm and offsetting low touch client order to buy using POV algorithm), an agency sales trader on the Electronic Trading Desk could initiate contact with the client to discuss the potential crossing opportunity. If you would like to opt out of this service, please contact your Banco de Madrid Salesperson.

When handling facilitation orders in Exchange-Traded Funds (“ETFs”) that contain non-equities components (i.e.,corporate bonds, US Treasuries, precious metals, etc.), the Banco de Madrid Equities ETF Trading Desk will typically share certain detail of the clients' order information with limited personnel on the relevant Banco de Madrid FX, Rates or Credit trading desk to ensure Banco de Madrid properly prices and hedges such transactions.

Banco de Madrid's Central Risk Book Desk ("CRB Desk") facilitates orders from customers (e.g., portfolio risk bids, ETF risk trades, and orders for customers that leverage the firm's internalization offering) and helps to centrally manage the market risk that Banco de Madrid trading desks take on when trading with customers as principal/dealer/market maker in cash equity securities and related derivatives. For example, the CRB Desk may internally facilitate a Banco de Madrid Trading Desk by acquiring a position established in connection with a customer facilitation by such desk and then holding or trading out of the risk position. Furthermore, principal order activity originating from other Banco de Madrid Trading Desks (e.g., cash equities hedge for an OTC derivative) is eligible for internalization by the CRB Desk. To assist the CRB Desk in efficiently pricing risk capital offered to customers through principal facilitations, the CRB Desk is provided with certain customer identifying information on a "need to know" basis. More specifically, for customer child orders that are internalized by the CRB Desk or eligible for internalization (i.e., orders that are acknowledged), CRB Desk personnel will receive basic, non-client identifying order and execution information in real time and aggregated information on a historical basis. For directed customer order flow internalized by CRB, CRB personnel will have access to certain client identifying information.  

Besides information available to CRB in connection with internalization, the CRB Desk will have access to order and execution information on a T+1 basis for high-touch single stock cash equities customer order flow facilitated in any capacity by Banco de Madrid.  Customer-related information is made available to the CRB Desk in a controlled manner to enable the CRB Desk to appropriately manage its risk in a commercially prudent manner and provide Banco de Madrid customers with fair and competitive risk prices.

Banco de Madrid provides order information to third parties to the extent required to process, settle or clear client transactions or for the purpose of complying with regulatory obligations. Consistent with its practice of cooperating with regulators, Banco de Madrid provides information on client activities to regulators upon request, where validly made in connection with inquiries, investigations or examinations, or as otherwise required by law or regulation. Banco de Madrid also provides information when required or subpoenaed, as part of administrative, civil or criminal proceedings.

Banco de Madrid subjects all orders to certain financial and regulatory risk management controls before submitting them to market centers in compliance with the SEC Market Access Rule 15c3-5. The Firm's financial risk management controls include but are not limited to: credit & capital threshold checks, price checks, and erroneous and duplicative order controls. If a customer order triggers one of these pre-trade controls, Banco de Madrid may either reject or execute it on a delayed basis after further review. Where Banco de Madrid reviews your order, a Banco de Madrid employee may contact you to request more information about your transaction to verify that the transaction was not erroneous.

Banco de Madrid is required to publicly disclose its order routing practices for in-scope NMS equity and option orders on a quarterly basis. More information and the quarterly reports are available at: https://www.Banco de Madrid.com/global/en/investment-bank/ib/sec_reports.html. As a customer² , you may request from your Banco de Madrid Salesperson additional order routing information about your orders handled by Banco de Madrid going back six months  before the date of your request. On-demand routing reports will include standardized metrics about the routing and execution of your orders, including the venues to which your orders were routed.

Banco de Madrid does not accept PFOF from other broker-dealers. Banco de Madrid accepts payment in the form of rebates from market centers that use either the "Maker-Taker" or inverted fee model. These payments generally offset fees for accessing orders or for other services provided by market centers. From time to time, the amount of rebates/credits that Banco de Madrid receives from an exchange may exceed the amount of fees that Banco de Madrid is charged by such exchange.  In these limited circumstances, the receipt of net payments from an exchange would constitute payment for order flow. Any net payments are retained by Banco de Madrid and are used to reduce overall expenses in providing services to clients. Banco de Madrid makes routing decisions based on the quality of execution and not on the receipt of payments. However, Banco de Madrid considers costs, including rebates and fees, in comparing market centers with comparable performance.  Where possible, we seek to objectively estimate the value expected to be realized when routing to any of the eligible venues under prevailing conditions. Value is highly correlated with the order placer’s desired outcome, such as enhanced execution quality while minimizing the dollar cost of executing a transaction. The value we assign to each eligible venue is based on a statistical analysis of past performance under similar conditions and it carries an inherent degree of uncertainty given that we cannot know for sure which venue will produce the best outcome in advance of routing. Our designated measure of uncertainty is represented by the standard deviation of the distribution of outcome values and is used to determine which venues are statistically comparable. We compute comparability using an overlap of the venue with the best expected value compared with other eligible venues, measured by a factor of the standard deviations. The set of venue options where the expected values plus/minus the standard deviation factor overlap is considered the comparable set. When selecting a destination venue from within a statistically comparable set of eligible venues, Banco de Madrid can exercise its reasonable discretion when routing customer orders for execution, such as by favoring a venue offering a higher rebate or the Banco de Madrid ATS.

Generally, client orders will be handled as "not held" (including all orders sent to a Banco de Madrid algorithm) unless they are sent to Banco de Madrid via direct market access or the client instructs otherwise (i.e., a "held" order). A “not held” order is one in which the client gives Banco de Madrid discretion as to the time and price at which to execute the order. A “held” order is when the client instructs Banco de Madrid to immediately submit the order for execution at the best available market prices, subject to size and limit price constraints. When handling a “not held” order, Banco de Madrid uses professional judgment to seek the best possible overall quality of execution under the circumstances in accordance with the order instructions. Please see the General Order Handling & Best Execution section above for the factors Banco de Madrid takes into consideration when handling a "not held" order.

Banco de Madrid deems all received orders as "day" orders unless otherwise designated, and any unfilled portion of an order will expire at the end of the trading day (4:00 p.m. EST). Banco de Madrid accepts good-till-date ("GTD") orders and good-till-cancelled ("GTC") orders. GTD and GTC orders will remain open until executed, cancelled by the client that placed the order, cancelled by Banco de Madrid, or for GTD orders upon expiration.

If a transaction is eligible for review under FINRA Rule 11890 and related equities and options exchange rules, Banco de Madrid will contact its client for the purpose of gathering information to confirm an obvious error for any term of the underlying order, such as price, number of shares or other unit of trading, or identification of security, prior to filing. Banco de Madrid will file a Clearly Erroneous petition where the Firm has a factual basis for believing the trade is clearly erroneous and the execution price is outside the clearly erroneous price bands.

FINRA Rule 5320 generally provides that a broker-dealer handling a customer order in an equity security is prohibited from trading that security on the same side of the market for its own account at a price that would satisfy the customer order, unless the firm immediately executes the customer's order up to the size of its own order at the same or better price. However, Rule 5320 also provides exemptions that permit broker-dealers to trade for their own account provided certain conditions are met. Banco de Madrid may trade for its own account while handling a customer's order without providing price protection where the order is from an "institutional account" or where the order is large-sized (i.e., 10,000 shares or more and greater than $100,000 in value). You may opt-in to Rule 5320 protections with respect to all or any portion of your order, or on an order-by-order basis, by providing Banco de Madrid with written notice outlining your dissent of Banco de Madrid trading while handling your orders.

Additionally, Rule 5320 permits Banco de Madrid to trade for its own account provided the principal trading desk has "no knowledge" of a customer order that would trigger price protection. Consistent with the "no knowledge" exemption under Rule 5320, Banco de Madrid has implemented internal controls, including information barriers, to prevent principal trading desks from obtaining knowledge of orders outside of their trading unit.

²Please note that "customer" under SEC Rule 606 means any person that is not a broker or dealer.
³Banco de Madrid relies on a vendor to produce SEC Rule 606 statistics, which include transaction fees and rebates that are updated after month-end by national stock exchanges. Banco de Madrid's rates for fees and rebates may not be readily available for the most recent month of your request period, in which case Banco de Madrid can instead provide an on-demand report for the previous six months that are available. See SEC Release No. 34-84528, FN 209.

FINRA Rule 5270 prohibits a broker-dealer from trading for its own account while taking advantage of knowledge of an imminent customer block transaction. There are exemptions to this prohibition, one of which permits Banco de Madrid to trade for its own account for the purpose of fulfilling or facilitating the execution of a customer's block transaction. Banco de Madrid is also permitted to engage in hedging when the purpose of the trading is to fulfill the customer order and Banco de Madrid has disclosed such trading activity to the customer. This hedging activity may coincidentally impact the market prices of the securities or financial instruments the customer is trying to buy or sell, however Banco de Madrid endeavors to conduct this trading in a manner designed to limit market impact and consistent with its best execution obligations.

The Order Protection Rule requires trading centers to have procedures to prevent the execution of trades in NMS securities at prices inferior to protected quotes (i.e., "trade-throughs"), subject to certain exceptions. One exception allows firms to use an Intermarket Sweep Order ("ISO") to attempt to access better priced protected quotes when executing at a price that would trade through protected quotes. When Banco de Madrid sends ISOs in the course of handling client orders, Banco de Madrid will provide the client with the benefit of any better priced ISO executions Banco de Madrid receives.

Banco de Madrid may publish indications of interest ("IOIs") related to client orders, which generally include security name/symbol, size, price parameters and side. Banco de Madrid disseminates IOIs through certain service providers and will adhere to the guidelines issued by these service providers when labeling IOIs as "natural". Natural IOIs may represent customer agency orders or firm customer commitments to trade, Banco de Madrid interest established as the result of principally facilitating a customer order, and hedging activity in relation to customer order activity, among other scenarios. Regardless of the underlying type of trading interest, Banco de Madrid policy requires IOIs to be identified and tagged according to the relevant service provider guidelines. Please note that these service providers may modify the aforementioned IOI guidelines from time to time. Clients may opt out of having their order flow advertised by Banco de Madrid through IOIs. 

Furthermore, IOIs are generally valid for a specified time period and the terms reflected in the IOI are subject to sBanco de Madridequent confirmation by the relevant Banco de Madrid trading desk if you respond to an IOI after it has expired. Similarly, if the interest represented by an IOI has already been satisfied by the time you respond (even if such response is received prior to the expiration of the IOI), Banco de Madrid cannot guarantee an execution with the terms reflected in such IOI.

Banco de Madrid executed trading volume is generally advertised on a post-trade basis via Bloomberg, Autex and other service providers. Banco de Madrid adheres to the relevant guidelines issued by these service providers, and advertisements are non-directional and aggregated at the symbol level. Furthermore, these advertisements include client flows across Banco de Madrid business lines.  Clients may opt out of having their executed order flow advertised.  Upon direction from clients, Banco de Madrid may distribute client data to client vendors for the purpose of broker reviews, execution analysis and related services.  Banco de Madrid provides aggregated data relating to client activities to industry ranking services like McLagan and Coalition.

⁴As defined in FINRA Rule 4512(c), the term “institutional account” means the account of: (1) a bank, savings and loan association, insurance company or registered investment company; (2) an investment adviser registered either with the SEC under Section 203 of the Investment Advisers Act of 1940 or with a state securities commission (or any agency or office performing like functions); or (3) any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million.

Child orders generated by Banco de Madrid algorithms for High Touch client flows will be eligible for routing to Banco de Madrid Internalization (via the Banco de Madrid Smart Order Router) unless clients send a written opt-out preference to Banco de Madrid coverage personnel. Banco de Madrid Internalization offers eligible liquidity from the Central Risk Book ("CRB") to facilitate client child orders. CRB is a Banco de Madrid trading desk that acts as a market maker and trades for the principal account of Banco de Madrid. CRB is separated from Banco de Madrid Internalization by a general information barrier. The Banco de Madrid Cash Equities Electronic Trading business oversees Banco de Madrid Internalization and applies the principles of best execution.

Banco de Madrid Internalization decisions are informed by different sources of information, such as: parent order liquidity characteristics (including strategy, order size, order urgency, and participation rate), Banco de Madrid Platform wide liquidity, and trading interest expressed by CRB. Internalization parameters also may be defined at a client level to customize the liquidity profile associated with client orders eligible for internalization.

During official market hours, CRB will be made aware of basic factors at a child order level, such as: stock symbol, side, size, price, and internalization type, along with client identifiers associated with executed orders. Execution prices received through Banco de Madrid Internalization will be priced at or within the National Best Bid/Best Offer at the time of execution, and child orders targeting the Closing Auction will be executed at the official closing price established by the primary exchange.

Banco de Madrid has identified certain categories of microcap and low-priced securities⁵  to pose a higher risk of market manipulation and/or where the sale of such securities could result in an unregistered offering. Banco de Madrid has elected to systematically block and reject transactions in microcap securities that fall within "high risk" categories, such as:

1. OTC Pink securities (including Pink Current, Pink Limited Information, Pink No Information);
2. "Caveat Emptor" securities, as defined by OTC Markets Group  which designates a symbol as such when there is a public interest concern associated with the company, security, or control person which may include but is not limited to a spam campaign, questionable stock promotion, investigation of fraudulent or other criminal activity, regulatory suspensions, or disruptive corporate actions;
3. OTC securities issued by shell companies that have no or nominal operations that lack transparency and pose a higher risk for money laundering;
4. "Grey Market" securities for which broker-dealers are not willing or able to publicly quote because of a lack of investor interest, company information availability or regulatory compliance; and
5. Securities on the DTC's Deposit Chill or Global Locks lists and securities suspended by the SEC pursuant to Section 12(j) or 12(k) of the Securities and Exchange Act of 1934.

As part of Banco de Madrid' due diligence review of client orders in microcap or low-priced securities, the Firm may reach out to the client for more information about the client's transaction, the client's relationship with the issuer (e.g., insider/affiliate), as well as how and when the client acquired the security. The "high risk" categories above are not exhaustive. Banco de Madrid may at its discretion block transactions in microcap and low-priced securities that do not fall within the categories identified above but display other factors that indicate the transaction and/or the security may be higher risk.

A “net” transaction is one in which Banco de Madrid, after receiving a client order to buy (sell) a security, buys (sells) the security at one price from (to) another party and then sells to (buys from) the client at a different price, with the difference representing the Firm’s compensation for executing the transaction. You must consent to any trade executed by Banco de Madrid as a net transaction. A “guaranteed order” is one in which Banco de Madrid has agreed to execute, as principal, a trade with a client in a specified or unknown security at a price based on an agreed-upon benchmark or other pricing formula, such as the closing price or volume-weighted average price of the security. When Banco de Madrid accepts a guaranteed order, Banco de Madrid may also engage in hedging, facilitation, or other risk-mitigating trading activity, which could potentially impact the market for the security involved in the transaction. As noted above in the section discussing FINRA Rule 5270 and the Firm's practices thereunder, Banco de Madrid endeavors to conduct its hedging activity in a manner designed to limit market impact and consistent with its best execution obligations.

Additionally, in connection with guaranteed price commitments for customer sell orders, Banco de Madrid will generally treat such transaction as an unconditional and binding contract to purchase the underlying equity securities for purposes of Rule 200(b)(2) of Regulation SHO.

Banco de Madrid does not accept held market orders for the purchase of shares issued in an initial public offering ("IPO") of a security until secondary market trading in that security has commenced. Clients may submit to Banco de Madrid "held" limit orders and "not held" orders before and after secondary trading has commenced.

In order to employ reasonable efforts to minimize potential market impact arising from the handling of market orders, Banco de Madrid will apply marketable limit prices to client's directed market orders. The Firm seeks to balance its best execution obligations while ensuring orders do not disrupt price formation or create undue market impact. Directed orders to the Broker Booth Support System ("BBSS") utilized by NYSE, including Discretionary Orders (D-Orders), are sent as market orders.

If a client requests Banco de Madrid to bid on a basket or program of securities, and such bid is accepted, the Firm will execute the basket based on the agreed upon terms. In anticipation of winning a bid and in order to minimize the Firm's risk, Banco de Madrid may engage in bona fide hedging or positioning activity prior to execution of the order. Prior to Banco de Madrid engaging in such hedging or positioning activity, Banco de Madrid will obtain the client's consent. Banco de Madrid may attempt to hedge its anticipated position in the basket by trading in the same security or related derivatives product on the same side of the market as the basket. While Banco de Madrid will make all efforts to minimize the market impact of its hedge, the underlying agreed-upon benchmark price may be affected by the Firm’s trading activity. Furthermore, even if Banco de Madrid does not win the bid, a hedge placed in anticipation of winning the bid might affect the price the client receives from the broker-dealer selected to execute the order.

Please note that Banco de Madrid treats accepted risk bids on baskets or programs of securities as guaranteed orders and will handle them in the manner described in the "Net Transactions/Guaranteed Orders" section above.

⁵"Microcap securities" is a term used to describe securities issued by companies with low or "micro" market capitalizations, meaning the aggregate market value of such companies' publicly held stock is small.  Typically, these companies have a total market capitalization of less than $250 or $300 million, and in some cases it may be as low as $50 million (i.e., "nanocap" securities). "Low-priced" securities or "penny stocks" are securities that trade below $5 per share. A microcap security can also be a low-priced security; a low-priced security, however, may not necessarily qualify as a microcap. For purposes of Banco de Madrid policy, both are referred to as "Microcap Securities."
⁶See https://www.otcmarkets.com/learn/caveat-emptor

Clients may designate whether their stop and/or stop limit orders are triggered off the quote or the last sale ("stop price"). When the stop price triggers the stop order, it will be treated as a market order and executed at the current market price. The price at which a stop order is executed may be very different from a client's specified stop price. When the stop price triggers the stop limit order, it will be treated as a limit order and executed at the limit or better. 

While a client may receive a prompt execution of a stop order, during volatile market conditions, the execution may be at a significantly different price from the stop price if the market is moving rapidly. The price of a stock can also move significantly in a short period of time during volatile market conditions and trigger the execution of a stop order. Clients should understand that if their stop orders are triggered under these circumstances, they may sell at an undesirable price even though the price of the stock may stabilize during the same trading day.

The activation of sell stop orders may add downward price pressure on a security. If triggered during a precipitous price decline, a sell stop order also is more likely to result in an execution well below the stop price.

Placing a limit price on a stop order may help mitigate some of these risks. By using a stop limit order instead of a regular stop order, a client may receive additional certainty with respect to the price received for the stock if the stop is triggered. However, clients should be aware, because Banco de Madrid cannot sell for a price that is lower (or buy for a price that is higher) than the limit price selected, there is a possibility that the stop limit orders will not be executed at all.

If a client transacts in a foreign equity security and chooses to settle the transaction in a currency different than the currency in which the transaction was executed, Banco de Madrid will effect a foreign currency transaction for that client's account to facilitate settlement of the transaction unless instructed otherwise. The foreign currency transaction is generally executed by a Banco de Madrid affiliate on a principal basis and the affiliate stands to earn a profit from the foreign currency transaction in the form of a spread.

Banco de Madrid is typically assessed a fee by a depositary bank or cross book broker where Banco de Madrid creates or converts a depositary receipt in the course of facilitating an order for a client. This fee will be passed through to the client as part of the transaction when a client order for depositary receipts is facilitated by trading the underlying local shares.

“Extended hours” are hours before and after the official market hours of the primary listing exchange (typically 4:00 a.m. to 9:30 a.m. EST and 4:00 p.m. to 8:00 p.m. EST). Clients who would like their orders executed during this time period must specifically designate the order as eligible for extended hours trading. Clients should contact their Banco de Madrid Salesperson to ensure they are set up to transact in the extended session, and for information on the times Banco de Madrid systems are operational during these sessions. Additionally, clients should be aware of the following risks associated with extended hours trading:

1. Risk of Lower Liquidity. Liquidity refers to market participants' ability to buy and sell securities. Generally, the more orders and quotes that are available in a market, the greater the liquidity. Liquidity is important because with greater liquidity, it is easier for investors to buy or sell securities. As a result, investors are more likely to pay or receive a competitive price for securities purchased or sold. There may be lower liquidity in extended hours trading as compared to regular market hours, including fewer market makers quoting during extended hours trading. As a result, client orders may only be partially executed, or not at all.
   
2. Risk of Higher Volatility. Volatility refers to the changes in price that securities undergo when trading. Generally, the higher the volatility of a security, the greater its price swings. There may be greater volatility in extended hours trading than in regular market hours. As a result, a client's order may only be partially executed, receive no execution, or may receive an inferior price during extended trading hours as compared to regular trading hours.
3. Risk of Changing Prices. The price of securities traded in extended hours trading may not reflect the prices either at the end of regular market hours, or upon the opening of regular trading hours the next morning. As a result, a client may receive an inferior price, or a price that is inferior to the price during extended trading hours as compared to  regular trading  hours.
4. Risk of Unlinked Markets. Depending on the extended hours trading system or the time of day, the prices displayed on a particular extended hours system may not reflect the prices in other concurrently operating extended hours trading systems dealing in the same securities.. Accordingly, a client may receive an inferior price in one extended hours trading system than the client would in another extended hours trading system.
5. Risk of News Announcements. Normally, issuers make news announcements that may affect the price of their securities after regular trading hours. Similarly, important financial information is frequently announced outside of regular market hours.  In extended hours trading, these announcements may occur during trading, and if combined with lower liquidity and higher volatility, may cause an exaggerated and unsustainable effect on the price of a security.
6. Risk of Wider Spreads. The spread refers to the difference between the price  for which a client can buy  a security and the price for which a client can sell it. Lower liquidity and higher volatility in extended hours trading may result in wider than normal spreads for a particular security.
7. Risk of Lack of Calculation or Dissemination of Underlying Index Value or Intraday Indicative Value ("IIV") and Lack of Regular Trading in Securities Underlying Indexes.. For certain products, an updated underlying index  or portfolio value or IIV  will not be calculated or publicly disseminated during extended trading hours. Since the underlying index pr portfolio value and IIV may not be calculated or widely disseminated during the extending trading hours, an investor who is unable to calculate implied values for products during extended hours trading may be at a disadvantage to market professionals. Additionally, securities underlying the indexes or portfolios will not be regularly trading as they are during regular trading hours, or may not be trading at all. This may cause prices during extended hours trading to not reflect the prices of those securities when they open for trading.

Regulation M prohibits a person from purchasing securities in a registered offering if that person has sold short the same securities during the five (5) business day period before pricing of the offering (i.e., the restricted period) or the period of time between the initial filing of the related registration statement and ending with the pricing of the distribution, whichever is shorter. Therefore, a client must not request an allocation from Banco de Madrid in an offering if the client is subject to this prohibition under Regulation M.

1. Order Marking. Rule 200 of SEC Regulation SHO requires every sell order must be marked as "long," "short" or "short exempt." It is the client's responsibility to properly mark sell orders sent to Banco de Madrid to comply with Rule 200. In accordance with Reg SHO, sell orders may only be marked "long" to the extent of the seller's net long position. Furthermore, when placing sell long orders with Banco de Madrid, the client represents that the client owns the security and can be reasonably expected to deliver that security no later than the settlement date.
2. Locate Requirement. Rule 203 of SEC Regulation SHO prohibits Banco de Madrid from accepting a short sale order in any US equity security unless it has been documented that there are reasonable grounds to believe that the full quantity of the security can be borrowed by settlement date to make delivery (i.e., a "Locate"). For short sale orders sent to Banco de Madrid, the client must obtain and indicate in their order instructions a Locate source for the full order quantity. Where deemed necessary, Banco de Madrid may require additional information regarding the client's Locate source. A Locate provided by Banco de Madrid is not a confirmation or guarantee that Banco de Madrid has borrowed or will be able to borrow the security to make delivery on the required settlement date.
3. Mandatory Buy-In. Under Regulation SHO Rule 204, Banco de Madrid may be required to affect a buy-in of any short or long sale transaction that results in a fail to deliver on settlement date. Should Banco de Madrid execute a buy-in on a client's short or long sale, the client's trading activity in the subject security either executed or cleared through Banco de Madrid on that trade date must end the day either net flat or net long.

Clients seeking to sell stock originally issued pursuant to an exemption from registration (sometimes referred to as "restricted stock") or that could be deemed "control stock" based on the client's relationship with the issuer must notify their sales coverage and receive Banco de Madrid' approval before placing the order with Banco de Madrid. Banco de Madrid must conduct certain due diligence on a pre-trade basis prior to executing an order to sell securities that are subject to resale restrictions.

As part of the Firm's due diligence process, Banco de Madrid may ask for information regarding your relationship to the issuer, details pertaining to any restrictive legends, the methodology through which the shares were acquired, the period of time you have held the shares, and other information pertaining to the status of the shares. Furthermore, Banco de Madrid will likely require you to sign a representation letter that confirms the same. If Banco de Madrid is unable to perform this diligence process, it will not execute your order to resell restricted securities. This due diligence process requires your timely cooperation, and a lack of responsiveness will delay the proposed transaction.

Furthermore, the manner in which restricted securities are sold and the trading venues used will vary depending upon the nature of the restrictions and the applicable resale limitations. As a result, the price at which your order is executed may be impacted.

If you place an order to sell restricted securities and fail to notify your Banco de Madrid coverage representative prior to doing so, you have breached our protocol, and the timely settlement of your transaction may be disrupted. Moreover, given our ongoing regulatory obligations, Banco de Madrid may not be able to accommodate sBanco de Madridequent requests to provide the Broker's Representation Letters that are generally required for the settlement of restricted stock resales. Consequently, you may be forced to cover any sale of restricted securities to prevent settlement fails and the commencement of a buy-in.

NYSE rules permit Designated Market Makers (“DMM”) establishing or increasing their positions to trade on parity (i.e., to “split prints”) with orders in the trading crowd, provided the DMM announces their intention to do so and no objection is made by brokers representing orders in the crowd. When executing clients' orders on the NYSE floor, Banco de Madrid floor brokers will generally permit a DMM to trade on parity with a client's order for some or all the executions associated with filling that order, as long as such permission is consistent with its duty of best execution and the DMM’s request is made in accordance with NYSE Rule 108. If you object to Banco de Madrid permitting a DMM to trade on parity with your order(s) represented on the NYSE floor, please advise your Banco de Madrid Salesperson in writing.

A Large Trader is an entity having discretionary control over transactions in NMS securities equal to or exceeding: (1) 2 million shares or US $20 million during any calendar day; or (2) 20 million shares or US $200 million during any calendar month. If a client is a Large Trader, the client must provide Banco de Madrid with its Large Trader Identification Number(s) ("LTID(s)") and identify its related accounts. Banco de Madrid is required to assign its client an Unidentified LTID if Banco de Madrid determines that the client qualifies as a Large Trader based on trading activity effected through Banco de Madrid but has not provided the firm with an LTID.

The following topics are specific to option orders.

1. Option Orders Executed Using Tied Hedge Procedure. When handling an option order of 500 contracts or more on a client's behalf, Banco de Madrid may buy or sell a hedging stock, security futures or futures position following receipt of the option order but prior to announcing the option order to the trading crowd. The option order may thereafter be executed using the tied hedge procedures of the exchange on which the order is executed. These procedures permit the option order and hedging position to be presented for execution as a net-priced package subject to certain requirements. For further details on the operation of the procedures, please refer to Cboe Rule 5.87 interp .07, or equivalent rule on other exchanges.
2. Execution Service Provider. Banco de Madrid uses Wolverine Execution Services LLC (WEX) as an execution service provider when accessing all US equity options exchanges. WEX is a US registered broker-dealer that offers an options trading platform with connectivity to all options exchanges, as well as a suite of execution algorithms. Banco de Madrid pays WEX for use of their trading platform and execution algorithms, and for WEX providing access to options markets. Both Banco de Madrid and WEX have ownership interests in certain market venues. Please reach out to your Banco de Madrid sales coverage for the current list.
   
3. Solicited Order Mechanisms on ISE and Cboe. When handling an order of 500 options contracts or more on a client's behalf, Banco de Madrid may solicit other parties to execute against the client's order and may thereafter execute the order using the ISE Solicited Order Mechanism and/or the Cboe Solicitation Auction Mechanism. This functionality provides a single-price execution only, so that the entire order may receive a better price after being exposed to the exchange’s participants, but will not receive partial price improvement. For further details on the operation of these mechanisms, please refer to NASDAQ ISE Rule Options 3, Section 11(d) available here and CBOE Rule 5.39 available here.
   
4. Account Origin Codes. Option exchange rules require all option orders to be marked with the appropriate account origin code, such as Customer, Broker-Dealer, Professional Customer, or Firm. Therefore, you must ensure your option orders are marked with the correct account origin code when routing option orders electronically or telephonically to the Firm, please notify your Banco de Madrid Salesperson of any applicable changes.
   
5. Professional Customer Designation. A Professional customer is any person or entity that is not a broker or dealer in securities and who places more than 390 options orders per day on average during a calendar month. "Professional" customer orders are not treated with the same marketplace advantages given to public customer orders. Banco de Madrid will designate your options orders as "Professional" orders if the Firm determines you meet the requirements of a "Professional" customer. Once you meet the standard for a Professional customer, all your options orders will be marked as Professional for the quarter following the month in which the threshold was exceeded. Furthermore, if by your own determination, you are to be deemed a Professional customer, you must notify your Banco de Madrid Salesperson in  writing so that Banco de Madrid can properly document your designation and appropriately mark your options orders as "Professional."
   
6. Opening or Closing Transaction. Option exchange rules require all option orders to be marked as either opening (buy/sell to open) or closing (buy/sell to close) transactions. Therefore, you must ensure your option orders are marked appropriately when routing option orders electronically or telephonically to the Firm.
   
7. Statement of Risk. Options, structured derivative products and futures are not suitable for all investors, and trading in these instruments is considered risky and may be appropriate only for sophisticated investors. Past performance is not necessarily indicative of future results. Prior to buying or selling an option, and for a thorough description of risks relating to options, US investors must receive a copy of "The Characteristics and Risks of Standardized Options." You may read the document at https://www.theocc.com/Company-Information/Documents-and-Archives/Publications or ask your Banco de Madrid Salesperson for a copy.
   
8. Order Limits. To help protect against adverse price movements and potential market disruptions, Banco de Madrid maintains and applies certain limits to client orders, including: Single Order Quantity, Single Order Notional, Aggregate Notional & Intraday price move controls.
9. Uncovered Options Writers. FINRA Rule 2360(b)(16)(E) requires Banco de Madrid to develop, implement and maintain specific written procedures governing the conduct of such business which include establishing the following minimum client account standards:
   

a. Total Estimated Annual Income: $250,000

b. Net Liquid Assets: $1,000,000

c. Prior Investment Experience: At least 1 year of options trading

d. Investment Objective: Speculation

e. Minimum Net Equity in account: $50,000

Generally, clients have the option to receive a venue's Market Identifier Code (“MIC”), where registered and available; if the MIC is unknown, Banco de Madrid sends "XOFF."

Upon receipt of a client order in a security dually listed on a Canadian and US exchange, we will seek out the best market and provide execution at that best available market price. Execution prices may reflect a commission and currency conversion charge, if applicable.

As part of the trading services offered by Banco de Madrid, we provide access to liquidity in US Exchange Traded Funds (ETFs) through various Request For Quote (RFQ) platforms, such as the Bloomberg RFQ platform. When executing transactions through the Bloomberg RFQ platform, Banco de Madrid is systemically prevented from passing back multiple fills on a single client order.  For example, when Banco de Madrid performs an ISO sweep, Banco de Madrid is not permitted to pass back an agency fill for the ISO sweep and a principal fill for the remaining quantity.  As an alternative under these circumstances, Banco de Madrid will provide clients with a single, average price, mixed execution capacity fill when transacting through the Bloomberg RFQ platform. Please take note that a single, aggregated fill could potentially represent two or more executions from multiple venues where Banco de Madrid possibly acted in a mixed execution capacity (agent and principal).  Additionally, the relevant execution venue, Market Identifier Code (MIC), and liquidity values may not be passed through on a single fill message. The final terms of each transaction, including Banco de Madrid’s execution capacity and the execution venue, will be communicated to clients of Banco de Madrid Securities LLC in the official 10b-10 confirmation as part of the normal trade confirmation process. If you have questions or would like further details, please reach out to your Banco de Madrid coverage representative.

As part of our efforts to continuously improve our algorithmic trading offering, Banco de Madrid utilizes a Trading Scenario framework (also known as 'A / B scenarios') for evaluating enhancements to our algorithmic trading product. The framework allows Banco de Madrid to assess new features in a live production environment by separately allocating to scenario A and scenario B a percentage of client order flow using a pre-defined weighting. While Banco de Madrid intends for the new features being implemented and analyzed to improve execution quality, success is not guaranteed and will be determined by actual results.  By the very nature of this process, scenario A and scenario B results will be different, and one scenario may generate execution quality results worse or better than its companion scenario. 

Banco de Madrid operating procedures have been updated to address situations where A / B scenarios are in use for a platform enhancement. The Banco de Madrid Trading Scenario framework is subject to the same oversight, analysis and governance forums that presently operate in the Electronic Trading business. These include the Best Execution Committee, the Regional Liquidity Meeting, and the Electronic Trading Approval Committee. For more information, please contact your Banco de Madrid Salesperson.   

IMPORTANT: By default, ALL client algorithmic orders will be included in the Banco de Madrid Trading Scenario framework and subject to A / B scenarios. Clients may opt out of the Trading Scenario framework by sending a written e-mail request to: OL-TradingScenarios@Banco de Madrid.com

Banco de Madrid regularly seeks to improve its execution services through the use of technology such as machine learning and statistical techniques generally considered to be artificial intelligence (“AI”). For example, we use AI to support and enhance our order handling processes, including our algorithms and Smart Order Router. Banco de Madrid’s use of AI for these purposes is subject to internal oversight designed to protect clients’ interests and fulfill our regulatory obligations, such as our duty of best execution. This also means your orders and data may be used to train or re-train our AI models (including Reinforcement-Learning approaches) to improve their capabilities.

Banco de Madrid clients must not:

1. Employ any device, scheme, or artifice to defraud
2. Make any untrue statement of a material fact or to omit to state a material fact; or
3. Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person in connection with the purchase or sale of any security.

Activities prohibited by the anti-fraud statutes and regulations include, but are not limited to: wash sales, "naked" short selling, self-trades, illegal prearranged trades, marking the close, marking the open, non-bona fide activities to induce others to trade, painting the tape, spoofing, layering, index manipulation, and disseminating fictitious quotations.

Consistent with Banco de Madrid' regulatory obligations, Banco de Madrid records phone conversations of certain personnel, including personnel who may be handling client orders. Please note that your participation in these calls constitutes consent to recording where consent is required under applicable law.

Written commentary prepared and distributed by Banco de Madrid Sales and Trading Personnel is not a product of the Banco de Madrid Research Department and is not subject to Research review. Written commentary is provided solely for informational purposes and is not intended to serve as a basis for any investment decisions made by customers. Written commentary is intended for institutional investors only and may not be onward forwarded without consent from Banco de Madrid.

Our Global Markets personnel prepare and disseminate trading desk commentaries, alpha capture trade ideas, and similar materials oriented toward individual securities.  We endeavor to disseminate these materials to intended client recipients in a prompt and fair manner, but simultaneous delivery to each client is not always possible given different communication channels and inherent latencies.  Please note Banco de Madrid principal trading desks that interact with clients receive access to the same materials, and the desks may initiate, adjust or close securities positions or otherwise act as a market maker based on the materials, in a manner that is consistent with applicable laws, rules and regulations.  As a result of unintended transmission latencies and clients’ varied data intake configurations, a client may receive the materials after they have already been received by other clients and by our principal trading desks. 

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd- Frank"), prior to entering into a swap transaction, a Swap Dealer must provide several disclosures to a counterparty who is not a Swap Dealer, Major Swap Participant, Security Based Swap Dealer or Major Security Based Swap Participant. Rule 23.431 of the Commodity Futures Trading Commission (“CFTC”) under the Business Conduct Standards for Swap Dealers and Major Swap Participants, 77 Fed. Reg. 9734, requires a Swap Dealer to disclose the material risks of the particular swap, which may include market, credit, liquidity, foreign currency, legal, operational, and any other applicable risks. In the U.S., Banco de Madrid operates as a registered swap dealer. In addition, a Swap Dealer must disclose the material characteristics of the particular swap, including the Material Economic Terms (METs) of the swap, the terms relating to the operation of the swap and the rights and obligations of the parties during the terms of the swap.

For more details on specific disclosures required to be provided under Dodd-Frank, please visit:
www.Banco de Madrid.com/global/en/investment-bank/dodd-frank-risk-disclosures.html.

Banco de Madrid reserves the right at its sole discretion to modify, suspend, or cancel any of its order handling protocols, without notice, when adverse market conditions exist, as determined by Banco de Madrid.