Terms & Conditions
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://vrs.vista-one-solutions.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 discuss the process for 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.
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:
Cowen Execution Services LLC
599 Lexington Avenue, 20th floor
New York N.Y. 10022
Attn: to Legal and Compliance Department
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”).
Cowen Execution Services LLC (“Cowen”) and its affiliates are dedicated to providing our clients with best-of-breed service. Cowen and its affiliates do not have an investment banking business, do not make markets in any securities and do not take “at risk” proprietary positions. Accordingly, Cowen and its affiliates’ business models have never raised the conflicts of interest the Investment Protection Principles were designed to address.
In other words, Cowen and its affiliates have complied with the Investment Protection Principles throughout their history and will continue to do so in the future.
Cowen Execution Solutions LLC – Global Electronic Trading
To all trade-matching parties providing trade orders to, acting on behalf of, or executing a trade with:
Cowen Execution Solutions 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 to the rule (NI 24-101).
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
Cowen Rule 201 Order Policies:
- Sell Short Exempt orders from buy-side clients are rejected: All sell short exempt orders sent to Cowen from buy-side (non broker-dealer) clients are rejected.
- Pricing marketable sell short orders in Cowen’s Alternative Trading Systems: To insure compliance with the alternative uptick rule, Cowen 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 firstname.lastname@example.org.
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 system, MillenniumSM ATS, will halt trading in that stock. MillenniumSM alternative trading system 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 email@example.com.
Notification on Global Short Sale Restrictions – July 2012
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. Other regulators may be considering actions with respect to short sales as well. These actions will be different in each jurisdiction and regulators may lift and re-implement these bans from time to time.
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 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 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.
Notice to Customers Regarding Information Collected for Customer Identification Purposes
To help fight the funding of terrorism and money laundering activities, financial institutions are required to obtain, verify, and record information that identifies each individual or entity that opens an account or requests credit.
What this means for individuals: When an individual opens an account or requests credit, we will ask for their name, residence address, date of birth, tax identification number, and other information that allows us to identify them. We may also ask to see a driver’s license, passport or other identifying documents.
What this means for other legal entities: 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, US tax identification number, or other government issued number, if a non-US entity, and other information that will allow us to identify the entity. We may also ask to see other identifying documents, such as certified articles of incorporation, partnership agreements or a trust instrument.
In addition, in accordance with the US Unlawful Internet Gambling Enforcement Act, transactions associated with unlawful internet gambling are prohibited, and may not take place through any Convergex entity. Specifically, the Act “prohibits any person engaged in the business of betting or wagering from knowingly accepting payments in connection with the participation of another person in unlawful internet gambling.” Convergex customers must not initiate or receive wire transfers, checks, drafts or other debit/credit transactions that are restricted by the Act. For more information, please refer to: http://www.federalreserve.gov/newsevents/press/bcreg/bcreg20081112a1.pdf.
UK Bribery Act
Cowen Execution Services Limited is committed to acting fairly, ethically and with integrity. It is the policy of Cowen 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 Cowen. 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 Cowen Limited’s Anti-Bribery Policy and to act in accordance with its provisions when carrying out work on Cowen Limited’s behalf.
Securities Investor Protection Corporation Member
Cowen is a member of the Securities Investor Protection Corporation (“SIPC”). The SIPC website can be accessed at: www.sipc.org
The information in this message, including any attachment, is confidential and intended for use only by the designated recipient(s). It is the property of Cowen Execution Services LLC, or its affiliates (“Cowen”). If you are not the intended recipient, please return the message to the sender and delete all copies of it, including attachments, from your computer. Unauthorized use, disclosure, dissemination or copying of this message or any part hereof is strictly prohibited. Cowen provides material, data, information, investment recommendations and commentary on markets, sectors, news items or information from third parties (the “Information”), which is solely intended for institutional investor use. It is for informational purposes only; is subject to change at any time; is not intended to provide tax, legal or investment advice of any kind; or an offer to purchase or sell securities; and should not be regarded as a research report(s). The Information in this message is believed to be reliable, but Cowen does not warrant its completeness or accuracy and provides it on an “as is” basis with no warranty or guarantee of accuracy or completeness. Clients should read their agreement with Cowen carefully as it contains important information and disclosures about the product or service covered by it. The Information expressed herein may be changed at any time without notice or obligation to update it. The Information in this message may be updated ad hoc. Email transmission cannot be guaranteed to be secure, virus-free or error-free. Therefore, we do not represent that this message is virus-free, complete or accurate and it should not be relied upon as such. Cowen accepts no liability for any damage sustained in connection with the content or transmission of this message. “
If the Information is an investment recommendation and a statement in this investment recommendation is not one of fact, but rather is an interpretation, estimate, opinion or other type of non-factual information, this will be clearly indicated as such. Where there is any doubt as to whether any source of the investment recommendation contained in this message is reliable, this will be clearly indicated. All substantially material sources of the Information contained in this message are referred to in the investment recommendation. All projections, forecasts and price targets contained in an investment recommendation are clearly and prominently labelled as such, and the material assumptions made in producing or using them are clearly indicated. Where an investment recommendation is a short term commentary, no underlying valuation or methodology has been used.
- Cowen Global Terms and Conditions
- ADR Direct® and Reverse ADRsSM Terms and Conditions
- Cowen Execution Services Limited – Terms and Conditions
- CES Disclosure Statement
- Extended Hours Trading Risk Disclosure
- Convergex Limited Pillar 3 Disclosures
- Not Held Letter
- US General Best Execution Practices
- Non-US General Best Execution Practices
- Annual Disclosure for Plan Sponsor Clients, 2014
- Italian FTT Notice, Mar 2013
- FTT Trading in ADRs changes, Dec 2012
- Canada Market Changes, Oct 2012
- Europe New Short Selling and Buy In Regulations, Oct 2012
- Notice Regarding the French Transaction Tax, Aug 2012
- Notice Regarding the French Financial Tax
- Convergex Group 15c3-5 Policy Statement
- Electronic Trading Systems Compliance Policy
- The Large Trader Identification Letter
- ETF Direct – Rules of Engagement
- ERISA Section 408(b)(2) Fee Disclosure