- Kepler Capital Markets, Inc. (“KCM”) 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 36, New York, NY 10022. The Company also conducts business with the trade name “Kepler Cheuvreux North America”. 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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 as Agent. KCM does not trade for its own account or perform market making activities. All transactions settle on a DVP/RVP basis.
- 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 Convergex Execution Solutions LLC for clearing and settling securities transactions trading on North American Exchanges. Convergex Execution Solutions LLC will generate and send trade confirmations and statements on behalf of KCM. Convergex Execution Solutions LLC 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.
- 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.
- The Parent provides assistance with the clearing and settling of foreign equity transactions via its third party clearing arrangement with Parel, a division of Sociéte Générale. Please visit our Parent’s website for settlement instructions at https://www.keplercheuvreux.com/About_Us/Standard_Settlement_Instructions/index.aspx. The Parent also provides assistance with the clearing and settling fixed income transactions via its correspondent clearing arrangement with Deutsche Bank.
Deutsche Bank correspondent:
Account number in the market: BNY Mellon 901
Sub account: 605542
SWIFT Deutsche Bank: DEUTNL2A
Client name: Kepler Cheuvreux (formerly, Kepler Capital Markets SA )
Client account number at DB:265152593
- 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.
- 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 in order to facilitate Conversions for your account.
- 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.
- 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.
Please visit us online for additional information: https://www.keplercheuvreux.com/
Visit here to download fully disclosed trade confirmation disclosures for clearing with Cowen: https://www.keplercheuvreux.com/en/kcm-full-disclosed-trade-confirm/
Visit here to download 15a-6 trade confirmation disclosures.
KCM’s Rule 606 reports (“Disclosure of SEC – Required Order Routing Information”) can be found at:
Legal and disclosures: https://www.keplercheuvreux.com/en/legal-and-compliance/
See research disclosures at https://research.keplercheuvreux.com/disclosure/stock/
Support, Operations and Compliance in New York:
New York Operations Team
Group email: [email protected]
Yuliana Chernyaeva, Head of Operations,
Chris Lavagnino, Compliance Department