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Compliance Statement
Disclosure of Order Execution and Routing Practices
(SEC Rule 605 and 606)
The SEC adopted two rules to improve public disclosure of order execution and routing practices. Under Rule 605, Market Centers that trade National Market System securities are required to make available to the public monthly electronic reports that include uniform statistical measures of execution quality. 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 monthly report required under Rule 605 and our quarterly report required under Rule 606 at http://www.tta.thomson.com/.
Restricted Stock Sales
Under the Securities Act of 1933, restricted stock may be offered or sold only pursuant to an effective registration statement filed with the SEC, or pursuant to an exemption from the Act's registration requirements. In 1972, the SEC adopted Rule 144 which provides a safe harbor for resales of restricted and control stock and provides an exemption from registration.
Clients should contact our trading desk directly in order to effect restricted stock sales.
Corporations Purchasing Their Own Stock
Rule 10b-18 under the Exchange Act provides issuers with a safe harbor from certain anti-manipulation rules and regulations on the condition that certain requirements relating to the price, time, and volume are met.
Clients should contact our trading desk directly in order to effect a repurchase of their own securities.
Customer Complaints
In accordance with SEC Rule 17a-3(a)(18)(ii), please be advised that customer complaints may be directed to the following address and/or telephone number:
ConvergEx Group, LLC
1633 Broadway 48th Floor
New York N.Y. 10019
Attn: Compliance Department
(212) 468-7746
Investment Protection Principles
Merrill Lynch & Co., Inc. and New York State Attorney General Eliot Spitzer entered into an agreement, dated May 21, 2002, pursuant to which Merrill Lynch agreed to adopt certain principles in the conduct of its investment banking business (the "Investment Protection Principles").
ConvergEx Group, LLC (“ConvergEx”) and its affiliates are dedicated to providing our clients with best-of-breed service. ConvergEx and its affiliates do not have an investment banking business, do not make markets in any securities and do not take proprietary positions. Accordingly, ConvergEx and its affiliates’ business models have never raised the conflicts of interest the Investment Protection Principles were designed to address.
In other words, ConvergEx and its affiliates have complied with the Investment Protection Principles throughout their history and will continue to do so in the future.
G-Trade Services LLC
To all trade-matching parties providing trade orders to, acting on behalf of, or executing a trade with:
G-Trade Services LLC
This Trade-Matching Statement is being provided in accordance with National Instrument 24-101 - "Institutional Trade-Matching and Settlement" and Companion Policy 24-101CP [the "National Instrument"]. It applies to all trades that are subject to the National Instrument.
We confirm that we have established, maintain and enforce policies and procedures designed to achieve matching in accordance with the National Instrument.
Confirmation Disclosures
Please click here for full trade confirmation details.
SEC Amendment to Regulation SHO: New Short Sale Circuit Breaker Rule- February 28, 2011
The Securities and Exchange Commission (SEC) adopted amendments to Regulation SHO effective May 10, 2010 with a compliance date of February 28, 2011. These amendments affect trading when a price circuit breaker is triggered after a security drops 10% from its previous close during a trading day. From that point, orders marked as “Sell Short” will not be displayed or executed at or below the National Best Bid. This circuit breaker remains in place until the listing market closes on the day following the trigger date.
Additional information can be found at the SEC website:
http://www.sec.gov/rules/final/2010/34-61595.pdf and http://www.sec.gov/divisions/marketing/rule201faq.htm
CONVERGEX RULE 201 ORDER POLICIES:
§ Sell Short Exempt orders from buy-side clients are rejected: All sell short exempt orders sent to ConvergEx from buy-side (non broker-dealer) clients are rejected.
§ Pricing marketable sell short orders in ConvergEx’s Alternative Trading Systems: To insure compliance with the alternative uptick rule, ConvergEx matches all short sale orders at an interval above the bid in all of its alternative trading systems while the circuit breaker is in place.
§ Pricing all outgoing sell short orders: With all other orders marked as sell short, we rely on the relevant market’s method of complying with the pricing restriction.
If you have any questions, please contact the Trade Support Desk for assistance at (212) 259-5590 or at
tradesupportdesk@convergex.com.
Single Stock Circuit Breakers – June 8, 2010
In accordance with the SEC plan to establish a market-wide trading pause for individual stocks in the S&P 500 Index, ConvergEx Group, LLC (“ConvergEx”) will be in compliance with the new Single Stock Circuit-Breaker (SSCB) rule. The rule stipulates that if a stock falls/rises 10% in a 5-minute time period, then a market-wide trading pause will occur. The primary listing exchange will issue a halt message for the stock that meets the condition.
In the event the above market condition triggers an SSCB pause, ConvergEx’s matching systems, the ConvergEx CrossSM, VortEx® and the MillenniumSM ATS, will halt trading in that stock. The ConvergEx CrossSM, VortEx® and MillenniumSM alternative trading systems will accept cancels and new orders while the stock is paused.
ConvergEx’s execution engines will not cancel open orders.
Be advised that the listed-options exchanges have indicated that they intend to halt trading in the related option series during a trading pause in the underlying stock. Orders associated with listed-options, subject to such halts, will be handled in accordance with the individual option exchange’s procedures.
If you have questions, please contact the Trade Support Desk for assistance at (212) 259-5590 or at tradesupportdesk@convergex.com.
Notification on Global Short Sale Restrictions – Ban in Germany – May 18, 2010
Several securities regulators around the globe have taken various actions in their home countries with respect to limiting or prohibiting “naked” short selling in some or all securities listed on exchanges or markets under their jurisdiction. For example, the Finance Minister in Germany is today expected to announce a ban on short selling of all German listed securities and government bonds. In April, the Hellenic Capital Market Commission in Greece announced a ban on short selling of securities listed in Athens. Press reports indicate that other regulators may be considering actions with respect to short sales as well. These actions will be different in each jurisdiction.
Under the customer agreement governing our relationship, you have agreed that all orders and transactions are subject to the laws, rules and regulations of the applicable jurisdiction and market.
ConvergEx Group expects all customers to abide by the applicable short sales restrictions implemented by the various securities regulators. Under the circumstances, it is critically important that you settle all sell trades in a timely fashion, regardless of whether they are long sales or permitted short sales. Failure to settle on time potentially will result in an immediate buy-in and/or a request for proof that the sale was not a short sale.
ConvergEx Group reserves the right, in its sole discretion and at any time, to reject any order to sell short and to cancel any short sale transaction.
Notification on Global Short Sale Restrictions - October 23, 2008
As we previously alerted you, securities regulators in a number of countries have taken various actions with respect to short selling in some or all securities listed on exchanges or markets under their jurisdiction. Each jurisdiction has enacted different rules and restrictions. To date, we are aware of actions by regulators in Australia, Austria, Belgium, Canada, France, Germany, Ireland, Italy, Japan, Luxembourg, the Netherlands, Switzerland, Taiwan, UK, and USA.
Under the customer agreement governing our relationship, you have agreed that all orders and transactions are subject to the laws, rules and regulations of the applicable jurisdiction and market.
ConvergEx Group expects all customers to abide by the applicable short sales rules and regulations implemented by the various securities regulators, including any changes to those rules and regulations. Each order you send to us will be deemed your representation that such order and any resulting transaction and settlement are in compliance with all applicable laws, rules and regulations, including with respect to short sales. Please make sure you are well-versed in the laws, rules and regulations that apply to each order and transaction you submit or effect.
Under the circumstances, it is critically important that you settle all sell trades in a timely fashion, regardless of whether they are long sales or permitted short sales. Failure to settle on time potentially will result in an immediate buy-in without notice and/or a request for proof that the sale was not a short sale. ConvergEx Group reserves the right, in its sole discretion and without notice, to reject any order and to cancel any transaction. The customer will be solely responsible for any and all losses and costs associated with any buy-ins, cancellations or borrows effected in order to close out a customer’s failed trade.
This notice does not constitute legal advice. You should seek advice from your counsel should have specific questions regarding any of the information contained herein.
Notice to Customers Regarding Information Collected for Customer Identification Purposes (“CIP”)
To help the government fight the funding of terrorism and money laundering activities, financial institutions, including the ConvergEx Group of companies, are required by US Federal law to obtain, verify, and record information that identifies each individual or entity that opens an account or requests credit.
What this means for ConvergEx Group customers: When a corporation, partnership, trust or other legal entity opens an account or requests credit, we will ask for the entity’s name, physical address and tax identification number, as well as any other information that will allow us to identify that entity, and may also ask to seek identifying documents, such as formation documents, business licenses, or similar materials.
Notification on Global Short Sale Restrictions-Ban in France, Spain, Italy, Belgium, and other jurisdictions - August 12, 2011
Several securities regulators throughout the European Union have either imposed new or extended existing short-sale bans on equities or equity-linked derivatives of specific financial institutions. The bans in France, Spain, and Italy will remain in effect for at least 15 days, beginning on August 12, 2011. A similar pre-existing ban has been extended indefinitely in Belgium as well. The regulators have posted a list of the financial institutions subject to the ban on each of their respective websites. Please refer to these websites, as well as the European Securities and Markets Authority for additional information.
With regard to other jurisdictions, the Hellenic Capital Market Commission in Greece announced a temporary ban on short selling of all Greek listed securities, effective August 9, 2011 through October 7, 2011. In addition, the European Commission has proposed a unified pan-European short selling disclosure regime that would supplement the national regulators short-selling bans. The proposed European Commission rules will be introduced beginning July 1, 2012.
Under the customer agreement governing our relationship, you have agreed that all orders and transactions are subject to the laws, rules and regulations of the applicable jurisdiction and market.
ConvergEx Group expects that all customers abide by the applicable short sale rules and regulations implemented by the various securities regulators, including any changes to those rules and regulations. Each order you send to us will be deemed your representation that such order and any resulting transaction and settlement are in compliance with all applicable laws, rules and regulations, including with respect to short sales. Please make sure you are well-versed in the laws, rules and regulation that apply to each order and transaction you submit or effect.
Under the circumstances, it is critically important that you settle all sell trades in a timely fashion, regardless of whether they are long sales or permitted short sales. Failure to settle on time potentially will result in an immediate buy-in without notice and/or a request for proof that the sale was not a short sale. ConvergEx Group reserves the right, in its sole discretion and without notice, to reject any order and to cancel any transaction. The customer will be solely responsible for any and all losses and costs associated with any buy-ins, cancellations or borrows effected in order to close out a customer’s failed trade.
This notice does not constitute legal advice. You should seek advice from your counsel should have specific questions regarding any of the information contained herein.
Notification on Global Short Sale Restrictions-Ban extended in France, Spain, and Italy - August 25, 2011
The securities regulators in France, Spain, and Italy have extended the existing short-sale bans, originally issued on August 12, 2011, on equities or equity-linked derivatives of specific financial institutions. The bans in Spain and Italy will be extended till September 30, 2011. The ban in France will be extended until November 11, 2011, but will be re-evaluated by the regulators in late September. As previously noted, the regulators have posted a list of the financial institutions subject to the ban on each of their respective websites. Please refer to these websites, as well as the European Securities and Markets Authority for additional information.
Under the customer agreement governing our relationship, you have agreed that all orders and transactions are subject to the laws, rules and regulations of the applicable jurisdiction and market.
ConvergEx Group expects that all customers abide by the applicable short sale rules and regulations implemented by the various securities regulators, including any changes to those rules and regulations. Each order you send to us will be deemed your representation that such order and any resulting transaction and settlement are in compliance with all applicable laws, rules and regulations, including with respect to short sales. Please make sure you are well-versed in the laws, rules and regulation that apply to each order and transaction you submit or effect.
Under the circumstances, it is critically important that you settle all sell trades in a timely fashion, regardless of whether they are long sales or permitted short sales. Failure to settle on time potentially will result in an immediate buy-in without notice and/or a request for proof that the sale was not a short sale. ConvergEx Group reserves the right, in its sole discretion and without notice, to reject any order and to cancel any transaction. The customer will be solely responsible for any and all losses and costs associated with any buy-ins, cancellations or borrows effected in order to close out a customer’s failed trade.
This notice does not constitute legal advice. You should seek advice from your counsel should have specific questions regarding any of the information contained herein.
UK Bribery Act
ConvergEx Limited is committed to acting fairly, ethically and with integrity. It is the policy of ConvergEx Limited not to engage in or tolerate bribery in any form within its business or within organisations that it does business with.
This is not just a cultural commitment on the part of the firm; it is a legal requirement.
The Bribery and Anti-Corruption policy has been adopted by the Directors of ConvergEx Limited. The Directors attach the utmost importance to this policy and apply a ‘zero tolerance’ approach to acts of bribery and corruption.
All employees are required to comply with ConvergEx Limited’s Anti-Bribery Policy and to act in accordance with its provisions when carrying out work on ConvergEx Limited’s behalf.