1. Purpose & Scope
Gemini Intergalactic EU Artemis, Ltd. (the “Company”, “Gemini”) is duly authorised as an investment firm under the Investment Services Act (Chapter 370, Laws of Malta) by the Malta Financial Services Authority (the “MFSA”) to provide the following investment services to Retail Clients, Professional Clients and Eligible Counterparties:
This Order Execution Policy (this “Policy”) outlines the principles and procedures employed by the Company to take all necessary steps to obtain, while executing orders, the best possible results for its clients (the “Clients”) in accordance with:
Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on Markets in Financial Instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast) (“MiFID II”);
Part BI – Standard Licence Conditions applicable to Investment Services Licence Holders which Qualify as MiFID Firms issued by the MFSA and the MFSA’s Conduct of Business Rulebook (collectively, the “MFSA Rules”);
and other applicable laws, regulations, rules and guidelines (collectively with MiFID II and the MFSA Rules, “ApplicableLaw”).
This Policy forms part of the User Agreement of the Company. By accepting the terms of the User Agreement, the Clients are deemed to consent to the terms of this Policy.
2. Best Execution Obligations
2.1 General
The Company is committed to obtaining the best possible result for its Clients when executing orders. To demonstrate compliance with Applicable Law, the Company maintains detailed execution records and evaluates performance periodically to ensure they align with best execution standards. By maintaining robust processes and leveraging advanced execution tools, Gemini ensures transparency, fairness, and adherence to regulatory expectations.
When Gemini executes orders on behalf of Clients, it is not obligated to take steps to ensure best execution if the orders are carried out based on specific instructions provided by the Client. In such cases, the responsibility for the execution result lies with the Client, provided their instructions are clear and precise.
2.2 Types of Clients
This Policy applies to Retail Clients and Professional Clients as defined under MiFID II. Unless otherwise stated, this Policy shall apply to Clients in the same way regardless of whether they are a Retail Client, Elective Professional Client (via an opt-up or opt-down mechanism) or Per se Professional Client.
Entities falling within the Eligible Counterparty category are generally not entitled to benefit from best execution criteria. Nevertheless, Eligible Counterparties may request (in general form or on a trade-by-trade basis) to be treated as Retail or Professional Clients, in which case the best execution regime would apply.
2.3 Financial Instruments
The financial instruments falling within the scope of this Policy are set out below:
options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivative instruments, financial indices or financial measures which may be settled physically or in cash; and
options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic variables, freight rates or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash at the option of one of the parties other than by reason of default or other termination event, as well as any other derivative contracts relating to assets, rights, obligations, indices and measures not otherwise mentioned in the Second Schedule to the Investment Services Act, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are traded on a regulated market, OTF, or an MTF
Although the best execution criteria shall apply to each financial instrument, the execution factors may be considered and applied differently to one or more financial instruments according to relative importance.
3. Execution Factors
The Company is required to take all necessary steps to execute orders on the most favourable terms for its Clients by considering certain best execution factors (the “Execution Factors”), namely price, costs, speed, likelihood of execution and settlement, size, nature of the market for the financial instrument, or any other consideration relevant to the execution of the order – in accordance with Applicable Law.
In its dealings with Clients, the Company has a general duty to act honestly, fairly and professionally considering the best interests of Clients. The Company will determine the relative importance of the Execution Factors by using its commercial judgement and experience in the light of the market information available.
The Company evaluates and prioritizes the following factors to determine the best possible result for Clients:
Price and Costs: Ensuring the most competitive pricing for the Client’s order by considering the total cost of the transaction, including any applicable fees.
Speed: The Company shall consider: (i) the significance of completing the transaction quickly; and (ii) whether speed is of equivalent importance to, or more important than, achieving the best possible price.
Size: Handling of large orders and specific client instructions with utmost diligence to prevent market impact;
Likelihood of Execution and Settlement: The probability that a trade, once executed, will be successfully completed, meaning that both the delivery of the financial instrument and the corresponding payment will occur as intended.
Nature of the Market for the Financial Instrument: The Company shall consider the nature of the transaction and type of market where the financial instrument is traded.
Other Considerations: Any other relevant factors affecting order execution, which may include but are not limited to, time of placing the order.
The relative weight of these factors is assessed by considering the Client's profile, the specifics of the order, and the characteristics of the financial instruments in question.
Gemini may, in its absolute discretion and in light of available market information and/or conditions at the relevant time, decide that one or more of the Execution Factors listed above hold more weight and act accordingly. Furthermore, in certain instances, whether as a result of system failures, disrupted markets or otherwise, it may be necessary to execute orders of Clients in a different manner to that set out in the Execution Policy. In such circumstances, Gemini will seek to achieve the best possible result available for the Client under the prevailing conditions.
A market disruption will occur when the markets cease to function in a regular manner (typically characterised by rapid and large market declines in the value of financial instruments due to extraneous circumstances). In such instances, it may not be possible to achieve a balance across all the Execution Factors listed in the Execution Policy and, accordingly, Gemini may, in light of available market conditions at the time, need to determine that one or more of the Execution Factors will need to take precedence and act in the best interests of the Client.
4. Order Execution Venues
The primary venue for the execution of client orders is Gemini Artemis Pte. Ltd (“GAPL”). GAPL, an affiliate of the Company, is a crypto-currency derivatives exchange in Singapore.
Other execution venues may be used based on their ability to provide the best possible outcome for the Client. Criteria for selection include venue reliability, costs associated with execution, and the likelihood of timely execution.
The Company, nor its affiliated entities, receive any remuneration, discount or non-monetary benefit for routing client orders to a particular execution venue for financial instruments (also known as ‘PFOF’).
Summaries of the selection process for execution venues, execution strategies, the procedures and process used to analyse the quality of the execution obtained, and how the Company monitors and verifies that best possible results will be obtained – are available to Clients, upon request.
5. Client Consent
Clients are required to agree to this Policy before initiating trading activities, ensuring they understand the manner in which their orders will be handled and executed. By accepting the terms of the User Agreement, the Clients are deemed to acknowledge and consent to all matters set out in this Policy. If a Client makes any reasonable and proportionate requests for information (including additional information about this Policy), the Company shall answer clearly and within a reasonable time.
6. Specific Instructions
A Client may ask for orders to be executed in accordance with specific instructions, either generally or on a case-by-case basis. The Company will accommodate any such requests, if and to the extent possible. Where any specific instructions result in higher costs, the Company may reflect those higher costs in its fees to the Client. In the latter case, the Company will notify the client of any revised fees prior to accepting the orders. Where the Client’s instructions relate to only part of an order, the Company will continue to apply this Policy to those aspects of the order not covered by the specific instructions.
Clients should be aware that specific instructions may prevent the Company from taking the steps set out in this Policy to obtain the best possible result in respect of the elements covered by those instructions. Where there is a specific instruction from a Client, the Company shall be deemed to have satisfied its obligations to take all reasonable steps to obtain the best possible result for the Client - provided that the Company executes the order (or a specific aspect of the order) following the specific instructions.
7. Client Order Handling
The Company ensures the fair treatment of all Clients. Orders are promptly and accurately recorded and executed. Special consideration is given to time-sensitive orders, large transactions, and specific conditions requested by Clients.
The Company shall not misuse information relating to pending Clients’ orders and shall take all reasonable steps to prevent the misuse of such information by any employees, counterparties or any other relevant persons. This will be achieved via information barriers, access controls and encryption, surveillance and monitoring systems, and employee training.
The Company does not aggregate Clients’ orders and executes all orders on an individual basis obtaining the best price available at that time.
8. Conflicts of Interest
Gemini has established and maintains a Conflicts of Interest Policy to identify, prevent, manage, and disclose any conflicts of interest. We ensure that the interests of Clients always take precedence in our order execution processes.
9. Monitoring & Review
Gemini continuously monitors the effectiveness of its execution arrangements and policy. This includes:
Conducting regular assessments of executed trades to evaluate if they meet best execution standards, considering factors like price, costs, speed, and settlement likelihood;
Auditing employee adherence to execution policies to ensure compliance and prevent conflicts of interest;
Reviewing external market conditions and updating criteria for execution arrangements when necessary;
Reviewing the execution policy at least annually, and when material changes occur.
10. Material Changes & Client Notifications
The Company will promptly notify Clients of any material changes to this execution policy or Gemini’s order execution arrangements. Notifications will be provided promptly and in a clear, concise manner.
11. Information Protection
To prevent the misuse of information related to client orders, Gemini’s Compliance department maintains strict access controls, conducts employee training, and continuously monitors systems. Unauthorized use or dissemination of client order information is strictly prohibited and subject to disciplinary action.
12. Record-Keeping & Review
Gemini maintains comprehensive records of all executed and transmitted orders, including details of the execution factors considered. These records are retained for five (5) years, in accordance with applicable legal and regulatory requirements.
