Kepler Cheuvreux North America 15a-6 Trade Confirmation Disclosures

Kepler Capital Markets, Inc.
Tower 49 at 12 East 49th Street, Suite 3107
New York, NY 10017
Trading Desk: 212 710-7617
Compliance Department: 212 710-7625

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. This trade is SOLICTED.
  2. Kepler Capital Markets, Inc. (“KCM”, the “Company”, “Kepler” or the “Firm”) 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 at 12 East 49th Street, Floor 31, Suite 3701, New York, NY 10017. The Company also conducts business with the trade name “Kepler Cheuvreux North America”.
  3. 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.
  4. KCM’s remuneration (i.e., compensation, commission, or commission equivalent) is identified in the line referred to as “Commission” on this trade confirmation. The name of the other party or broker in the transaction, the exchange, the date, the time of last execution, source, and amount of remuneration (i.e., commission) will be furnished upon request, if not already displayed. Note regarding commission and/or execution fees. In some cases, the name of the other party or broker in the transaction will compensate KCM at the end of each month pursuant to Maturity Commission. “Maturity Commission” means any portion of the commission not charged by KCM, the executing broker on trade date, but which will be invoiced by KCM in arrears. KCM shall provide the other party or broker (“Counterparty”) in the transaction with Maturity Commission invoicing promptly, no later than 30 days after the close of each calendar month, and Counterparty shall make and ensure timely payment for any Maturity Commission owed to KCM. KCM agrees to provide Counterparty with invoicing details for the reconciliation of Maturity Commission invoices upon request. Additionally, in the event KCM has received or will receive any remuneration for participating in a distribution (in the case of a purchase) and/or KCM has received or will receive any remuneration for participating in a tender offer (in the case of a sale), KCM will provide the source and amount of such other remuneration upon written request.
  5. KCM may receive remuneration for directing orders to a particular broker or dealer, through which your transaction is executed. Such remuneration is considered compensation to Kepler and the source and amount of any compensation will be disclosed upon request.
  6. The Company is a wholly owned subsidiary of Kepler Cheuvreux S.A (“Parent”), a French “Enterprise d’Investissement” (Investment Company) registered with the Autorité de Contrôle Prudentiel et de Résolution.
  7. Parent is a foreign broker-dealer which effects transactions on behalf of KCM pursuant to SEC Rule 15a-6, as amended. Parent is not a member of SIPC, pursuant to SEA Rule 10b-10(a)(9). In the event Parent issues any trade confirmations on behalf of KCM, any such trade confirmations are being provided on behalf of Kepler Capital Markets, Inc., the US intermediary/chaperoning broker-dealer.
  8. 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.
  9. 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 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.
  10. 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.
  11. KCM is your legal counterparty for all transactions. Concerning TRACE-eligible securities, the Company will report to TRACE with the MPID “KEPL”. The Company accepts all orders which are handled and executed pursuant to 15a-6 as Agent.
  12. KCM does not trade for its own account or perform market making activities. All transactions settle on a DVP/RVP basis.
  13. Concerning UK Stamp Tax eligible securities transactions (“Stampable Trades”), KCM will execute and clear Stampable Trades via its Parent pursuant to SEC Rule 15a-6, as amended. Since the Parent executes and clears as Principal, the parent will apply applicable UK Stamp Tax on both the monetary value of the consideration as well as the commission for Stampable Trades introduced by KCM pursuant to foreign jurisdictional requirements. KCM, in turn, passes the cost of the UK Stamp Tax fees onto its customers. As a result of this pass-thru structure, clients of KCM will be charged UK Stamp Tax fees on the value of the consideration, including commission, even when KCM acts in an Agency capacity because the Parent acted as Principal when executing Stampable Trades on behalf of KCM in the local market. The pass-thru of UK Stamp Tax fees on commission may not apply if KCM executes with another broker other than the Parent. As a result, the affiliated relationship with the Parent may result in higher fees for customers concerning Stampable Trades. KCM does not consider the higher fees to impact best execution for customers and KCM does not consider UK Stamp Tax fees on commission to result in its overall fees to be deemed excessive or unfair fees for customers.
  14. KCM clears and settles foreign equity and fixed income transactions via its Parent pursuant to SEC Rule 15a-6, as amended. Kepler maintains a separate fully disclosed clearing agreement with Pershing LLC (“Pershing”) for clearing and settling securities transactions trading on North American Exchanges. Pershing will generate and send trade confirmations and statements on behalf of KCM. Pershing is also responsible for prospectus fulfillment, as applicable. Should you have any questions concerning trade confirmations, statements and/or prospectus fulfillment, please contact KCM’s compliance department.
  15. The Company self-clears foreign equity transactions pursuant to SEC Rule 15a-6 via its Parent, and its third-party clearing arrangement with CACEIS, the asset servicing banking group of Crédit Agricole and Santander. Please visit our Parent’s website for settlement instructions at
  16. Trade confirmations should indicate KCM as your legal counterparty. If you receive a trade confirmation indicating the Parent, please contact KCM’s compliance and operations teams immediately. In addition to 10b-10 and physical trade confirmations, additional trade confirmations may be sent to you electronically to facilitate client-directed clearance and settlement processing (e.g., OASYS and Central Trade Manager). Each confirmation may contain separate or aggregate transaction details and should be read collectively with any other confirmation(s) issued for the same order.
  17. 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 the ORD to ADR (or ADR to ORD) 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 and/or ordinary shares, 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, the Company 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 KCM 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 to facilitate Conversions for your account.
  18. 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 Kepler and related entities, including the Parent, 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.
  19. As always, KCM is required to conduct its trading in a manner designed to limit market impact and consistent with our best execution obligations. Whether in the facilitation of block transactions or other services, including ADR Conversions, KCM is not permitted to place its financial interests ahead of our customers’ interests. If you have any inquires or concerns related to the Firm’s execution or other related services, they should be directed to KCM’s compliance department.
  20. We, or one or more of our affiliates, are exempt from registration under securities legislation in Calgary, Alberta T2P 5C 5, Charlottetown, Prince Edward Island C1A 8B9, Halifax, Nova Scotia, B3J 2X2, Montreal, Quebec H3B 3V2, Regina, Saskatchewan S4P 4K9, Saint John, NB 2L 4S6, St. John’s, Newfoundland, Labrador A1C 5V3, Toronto, Ontario M5L 1B9, Vancouver, British Columbia V6C 2X8, Winnipeg and Manitoba R3C 4G1 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.
  21. Market on which the trade was executed – Available upon request

Please visit us online for additional information:

Fully disclosed trade confirmation disclosures for clearing with Pershing LLC are available online at:

15a-6 trade confirmation disclosures are available online at:

KCM’s Rule 606 reports (“Disclosure of SEC – Required Order Routing Information”) can be found at:

Additional legal and compliance disclosures:

***Key contacts***

Chris Lavagnino
Chief Compliance Officer
Tel.: 212-710-7625
Mobile: 347-327-4480
[email protected]

Group Email for Operations Team
[email protected]