Kepler Capital Markets, Inc.
Tower 49 at 12 East 49th Street, Suite 3605
New York, NY 10017
Main telephone: 212 710-7600
Trading: 212 710-7606 OR 7602
Fax: 212 710-7665
Below are important trade confirmation and compliance disclosures concerning your activity with Kepler Capital Markets, Inc. It is agreed between you and Kepler Capital Markets, Inc. and the broker-dealer(s) listed on the front (the “Broker(s)” or “us”, “we”, “our”):
1. Kepler Capital Markets, Inc. (“KCM” or the “Company”) is a securities broker-dealer registered with the Securities and Exchange Commission (the “SEC”), a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). KCM’s OSJ North American headquarters is located at Tower 49 12 E49th Street, Floor 36, New York, NY 10017. The Company also conducts business with the trade name “Kepler Cheuvreux North America”. The Company is a wholly-owned subsidiary of Kepler Cheuvreux (“Parent”), a French “Enterprise d’Investissement” (Investment Company) registered with the Autorité de Contrôle Prudentiel et de Résolution. The Company maintains a fully disclosed clearing agreement with Pershing LLC (“Pershing”) for the clearing and settlement of securities on North American Exchanges and certain Latin American markets, such as Mexico.
2. Pursuant to NTM 98-3, you agree to receiving financial information electronically. Unless you instruct otherwise in writing, you agree that electronic delivery may be provided via email, Bloomberg, DTC, Omgeo Central Trade Manager (CTM), Omgeo OASYS and/or ACT. You understand and acknowledge that, at all times and without limitation, we have at our sole discretion the right to: (a) change and/or reduce credit limits in whole or in part any time; (b) refuse orders; and (c) close your account and/or revoke trading approval (“Account Agreement”). This Account Agreement supersedes and renders null and void any and all prior written or oral undertakings or agreements between you and KCM, including KCM’s affiliates and related parties, regarding the subject matter hereof.
3. Unless you instruct otherwise in writing, you also agree that you have access to the Internet and expressly consent that KCM and Parent will provide you with important regulatory information, when appropriate, online at www.keplercheuvreux.com. Information online will include applicable regulatory jurisdictions, SEC Rule 15a-6 disclosures, research and legal disclosures, Rule 606 reporting links, settlement instructions and trade confirmation disclosures. You understand and acknowledge that this information will be updated from time to time with or without notice.
4. KCM and Parent rely on SEC Rule 15a-6 in connection with foreign securities transactions and certain ADR conversions (i.e., ADR creation/cancellation transactions). The Parent should only accept orders involving foreign securities when dealing directly with major U.S. institutional investors, as defined by SEC Rule 15a-6, which are customers of KCM. Regarding ADR conversions, the term “converted” is used to describe, collectively, when KCM and Parent convert foreign securities, or ordinary shares (“ORDs”) to ADRs (or ADRs to ORDs) through conversions with ADR depositaries, or cross/swap book transactions with other broker-dealers, by netting down, or any combination thereof (“Conversion”). KCM charges a fee for these services (“Conversion Fees”). KCM rounds certain prices, rates and calculated values (e.g., average prices) to predetermined decimal places using standard arithmetic rounding. This results in prices, rates and/or values that are more or less than those without rounding applied. This includes, for example, the difference in the Net ADR (or ORD) Settlement Money that results from rounding the Net ADR (or ORD) Settlement Price. The term “Commission” or “Commission Equivalent” represents the commission charged by KCM for Conversions. With respect to orders for Conversions, when there is a predetermined difference in settlement cycles between the local ORD markets and ADR markets, KCM may need to borrow/pre-release to ensure timely settlement. Because the date and time (i.e., trade date) when transactions are priced may be different than the actual time (i.e., on, or prior to, settlement date) KCM effects the borrow/pre-release in the market, we may need to make certain pricing assumptions. As a result, the financing rate charged to you by KCM may be different than the actual rate KCM receives in the market. In addition, for all corporate actions, it is your sole responsibility to determine if a Conversion, if conducted during a corporate action, could result in an ADR bank, cross/swap book, or us opening or closing its books to Conversions or otherwise resulting in a claimable event. Payments to and charges by us are not contingent upon, and must be paid under all circumstances, including, but not limited to: whether or not the order and/or Conversion settles or fails; whether or not you receive the cash or non-cash payment(s) you anticipated from a corporate action; and whether or not the order and Conversion is profitable for you. Conversions may include practices with respect to handling of block transactions in order to facilitate Conversions for your account.
5. As a general matter, Rule 5270 prohibits a broker-dealer from trading for its own account while taking advantage of knowledge of an imminent client block transaction. Employees of KCM and related entities are strictly prohibited from engaging in such activity. Rule 5270 recognizes certain exceptions to this general prohibition. Among the exceptions, Rule 5270 does not preclude a broker-dealer from trading for its own account for purpose of fulfilling or facilitating the execution of a client’s block transaction. Consistent with this exception, you should be aware that we may engage in trading to hedge the risk of your block transaction using market data and other forms of permissible information that are available to us. This hedging activity may coincidentally impact the market prices of the securities or financial instruments you are buying or selling.
6. You agree to read the entire confirmation carefully, as it contains important information and disclosures. Failure to advise us of any errors or inaccuracies on this confirmation within 24 hours of receipt shall operate as acceptance of the trade and its terms. All oral communications advising us of any such errors or inaccuracies must be re-confirmed, by you, in writing to both the introducing firm and the clearing firm. All transactions are subject to the constitution, by-laws, rules, customs, practices and interpretations of the exchange or market where executed and of the clearing agency through which delivery or payment or comparison of data respecting the terms of settlement is effected; of the Securities and Exchange Commission (“SEC”); of the Federal Reserve Board, where applicable; of any agreement between you and one or more of the Broker(s), and of all other applicable US federal and state or non-US laws and regulations, including customer rights under the Securities Investor Protection Act (SIPA). All transactions will be settled on a DVP/RVP basis, unless otherwise specifically agreed. These terms shall be governed by the laws of the State of New York without giving effect to the principles of conflict of laws. Retain this confirmation for tax and VAT purposes.
7. Upon written request we will furnish the time when this transaction took place, the name of the person with whom the transaction was executed, and such further information as may be required by the rules and regulations of the SEC and any other body having jurisdiction over the transaction.
8. The securities described on the face hereof are or may be hypothecated under circumstances that will permit commingling thereof with securities carried for the account of other customers. We shall be entitled to treat all certificates representing securities of the same class as fungible and shall not be required to deliver to you any special certificates. Our liability to you for securities held by us for your account is limited to using the same diligence in physically safeguarding such securities as we use in safeguarding our own securities.
9. It is agreed that a security interest in our favor for this and all other obligations to us shall attach to all securities and funds and their proceeds.
10. Commission rates are subject to negotiation and any commission charged to you in this transaction may be more or less than the commission charged to, or by, others in similar transactions. We receive remuneration (including payment for order flow) for directing certain orders to particular broker-dealers or market centers for execution, including affiliates. When such remuneration is received, it is considered compensation to us, and the source and nature of any compensation received by us in connection with your transaction will be disclosed upon written request.
11. If this is a transaction in when-issued or when-distributed securities, including those involving accrual of interest, the final figures will be forwarded to you when obtainable upon issue or delivery. Such transaction shall be settled at such time and place, in such manner and by delivery of such securities and/ or other property as the exchange or association to whose requirements the transaction is subject may determine, or shall be cancelled as such exchange or association shall so determine. We may demand deposits to secure this transaction in accordance with the rules and requirements of such exchange or association, and on failure of the customer to comply; we may close this transaction in accordance with the requirements of such exchange or association.
12. If the phrase “prospectus enclosed” appears on the face hereof, this sale is subject to the conditions contained in the prospectus, a copy of which has been or is herewith transmitted to you. Unless you advise us promptly, we shall assume that you have received such copy.
13. You understand and agree that we may execute certain transactions, including foreign exchange, on a net basis, or by routing orders for handling and/or execution by one or more third parties, including our affiliates, and that such third parties may effect such transactions as agent or on a principal or riskless principal basis and may do so on a “net” basis at a price inclusive of their mark-up/down, commission equivalent or spread. In connection with any transaction executed by us on a net basis, you understand and agree that the net price to you will be the transaction price reported on your trade confirmation, which will include such mark-up/down, commission equivalent or spread, in lieu of such amount being separately disclosed. In connection with any transaction effected by us through a third-party, including our affiliates, where such third party effected the transaction on a net basis, you understand and agree that the net price will be the transaction price reported on your trade confirmation and that the commission or commission equivalent charged by us and reported on your official trade confirmation shall be in addition to any such third-party markup/down, commission equivalent or spread included in the transaction price. You acknowledge that neither we nor our affiliates engage in market-making, investment banking or ‘at risk’ proprietary trading. You agree that we and our affiliates may, in the ordinary course of our businesses and in connection with a transaction, receive remuneration from each other and third parties in connection with such transactions, such as payment for order flow. We agree to provide to you upon request information regarding any commission or other form of remuneration we or our affiliates received in connection with your transaction(s).
14. If this transaction involves an asset-backed security, including a municipal collateralized mortgage obligation, that represents an interest in or is secured by a pool of receivables or other financial assets that are subject continuously to prepayment, then the actual yield of such security may vary according to the rate at which the underlying receivables or other financial assets are prepaid. Information concerning the factors that affect yield (including at a minimum estimated yield, weighted average life, and the prepayment assumptions of underlying yield) will be furnished upon written request.
15. The ratings that appear in the description of some fixed income securities have been obtained from ratings services believed to be reliable; however, we do not guarantee their accuracy. Securities for which a rating is not available are marked “UNRATED”.
16. Investments in securities, including mutual funds, are: (1) not FDIC insured, (2) not a bank deposit or other obligation of, or guaranteed by our affiliate, The
Bank of New York Mellon Corporation, or any of its subsidiaries or affiliates, (3) subject to investment risk, including possible loss of the principal amount invested.
17. SEC Rule 606 requires broker-dealers that route customer orders in equity and option securities to make publicly available quarterly reports that identify the venues to which customer orders are routed for execution. You may locate our report at http://vrs.vista-one-solutions.com/. Additionally, the venues to which your individual orders were routed are available upon written request.
18. pursuant to the international dealer exemption afforded by Part 8 of Canadian National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103). In connection with the requirements of this exemption, we must notify a Canadian permitted client of all of the following: Kepler Capital Markets, Inc. can conduct solicitation in these provinces and act in furtherance of trading in these provinces, provided activity does not involve Canadian securities. Institutional Investors in Canada must meet the definition of a “Permitted Client; “Accredited Investors” are not eligible under the international dealer exemption.
Market on which the trade was executed – Available upon request