Simply put, "good compliance is good business." It is our mission to meet or exceed any and all regulatory requirements in the conduct of our business operations and relationships with clients.
To better serve our clients, we are providing the following informative resources to complement your relationship with Seaport Global Securities LLC ("SPGS"or the "Firm"). Please note that not all of this information is applicable to every product in which SPGS transacts. Should you have any questions or require additional information, we encourage clients to speak to the Firm’s Compliance Department Compliance@seaportglobal.com.
If you have any questions concerning this notice, please contact the Compliance Department at 212-616-7700 or Compliance@seaportglobal.com.
SPGS Legal Notice
Seaport Global Securities LLC neither makes any representations that materials are appropriate for use in all locations, including US States or outside of the US, nor that securities, products or services are available or appropriate for sale or use in all jurisdictions, or by all investors. No material may be used or considered as an offer to sell or a solicitation of any offer to buy securities. Any indicative valuations in materials are provided for information only. Offers can only be made where lawful under applicable law. If you wish to obtain further details about any information, we suggest that you contact a SPGS Representative. While SPGS uses reasonable efforts to obtain information from reliable sources, we make no representations or warranties as to the accuracy, reliability or completeness of any information or document. Opinions and any other contents are subject to
change without notice. The materials are provided "as is" without warranty of any kind, either express or implied, to the fullest extent permissible pursuant to applicable law. SPGS is not utilizing this information to provide investment or other advice to you or any other party, and no information or material is to be relied upon for the purpose of making or communicating investment or other decisions. Past performance is not indicative of future results.
It is possible that individual employees of SPGS may disagree with opinions or recommendations in materials. SPGS may make a market or deal as principal or agent in the securities, commodities or instruments mentioned in materials or in options or other derivative instruments based thereon. In addition, SPGS, its directors, officers and/or employees, may from time to time have long or short positions in such securities or in options, futures or other derivative instruments based thereon. One or more directors, officers and/or employees of SPGS may be a director of the issuer of the securities mentioned. SPGS may have managed or co-managed a public offering of, or acted as initial purchaser or placement agent for a private placement of, any of the securities of any issuer mentioned within the last three years, or may from time to time perform investment banking or other services for, or solicit investment banking or
other business from, mentioned companies.
Seaport Global Securities LLC ("SPGS"), a member of the FINRA and SIPC, and a broker-dealer registered with the SEC makes no representation or warranty regarding the correctness of any information contained herein, or the appropriateness, for any person, of any transaction. The information in this email and its attachments is confidential and intended solely for the attention and use of the named addressee(s) and may be exempt from disclosure under applicable law. If you are not the intended recipient or a person responsible for delivering it to the intended recipient, you are not authorized to and must not disclose, copy, distribute, or retain this message or any part of it.
This document is NOT a research report under U.S. law. This document has been prepared for Qualified Institutional Buyers, sophisticated institutional investors and market professionals only. This document is a product of SPGS or its affiliates and has been prepared by an employee who may support underwriting, sales and trading activities.
Desk Note material is provided for information purposes only and is not an offer or a solicitation for the purchase or sale of any financial instrument. Any decision to purchase or subscribe for securities in any offering must be based solely on existing public information on such security or the information in the prospectus or other offering document issued in connection with such offering, and not on this document.
Although information has been obtained from and is based on sources believed to be reliable, we do not guarantee its accuracy, and it may be incomplete or condensed. All opinions, projections and estimates constitute the judgment of the person providing the information as of the date communicated by such person and are subject to change without notice. Prices also are subject to change without notice.
Materials prepared by the author of Desk Notes are based on publicly available information. Facts and ideas in Desk Note have not been reviewed by and may not reflect information known to professionals in other business areas of SPGS and its affiliates, including investment banking personnel.
UK and European Investors
In the UK this Marketing Communication is solely intended for professional clients as defined in the FCA Handbook and has been approved by The Seaport Group Europe LLP ("SGE") or Sea Port Group Securities (Europe) LLP ("SPGS(E)") which are authorised and regulated by the UK Financial Conduct Authority (Financial Conduct Register no: 526965/543239).
This marketing communication has not been prepared in accordance with legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research.
This document is being provided to the addressed recipients for information only and on a strictly confidential basis.
This document is not to be disclosed, copied, reproduced, distributed or passed, in whole or in part, to any other party. This document does not constitute an offer or invitation for the sale or purchase of securities or any of the properties or assets described in it.
The information provided should not be relied on for any purpose and should not in any way serve as a substitute for other enquiries and procedures that would (or should) otherwise be undertaken.
No representation or warranty, expressed or implied, is or will be made and, save in the case of fraud, no responsibility or liability is or will be accepted by SGE or SPGS(E) or by any of their directors, officers, servants, advisers, agents or affiliates as to or in relation to the accuracy, sufficiency or completeness of this document or the information forming the basis of the document or for any reliance placed on the document by any person whatsoever.
No representation or warranty, expressed or implied, is or will be made as to the achievement or reasonableness of, and no reliance should be placed on, any projection, targets, estimates, forecasts and nothing in this document should be relied on as a promise or representation as to the future.
This material is prepared for general circulation and does not have regard to the particular circumstances or needs of any specific person who may read it. Recipients should not regard the report as a substitute for the exercise of their own judgment.
If you are unsure of the suitability for you of any investment opportunity contained within this document please contact a financial advisor prior to taking any further action.
Seaport Global Securities LLC is not registered in Canada, but relies on the International Dealer Exemption in each province. This report was not prepared in accordance with Canadian research disclosure requirements. The information contained herein is not, and under no circumstances is to be construed as, a prospectus, an advertisement, a public offering, an offer to sell securities described herein, solicitation of an offer to buy securities described herein, in Canada or any province or territory thereof. Any offer or sale of the securities described herein in Canada will be made only under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer properly registered under applicable securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made. Under no circumstances is the information contained herein to be construed as investment advice in any province or territory of Canada and is not tailored to the needs of the recipient. To the extent that the information contained herein references securities of an issuer incorporated, formed or created under the laws of Canada or a province or territory of Canada, any trades in such securities must be conducted through a dealer registered in Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon these materials, the information contained herein or the merits of the securities described herein and any representation to the contrary is an offence.
Information We Collect
We collect information using documentary and non-documentary methods including inquiries to consumer reporting agencies and data mining on publicly available websites to verify your identity in the account-opening process. The information we collect includes, but is not limited to, your legal name, legal address, telephone number, email address, Tax Identification or Social Security number and date of birth (individual accounts only), as well as details about your investment interests, investment holdings, investment objectives and investment experience.
Once an account is open with us, we collect and maintain information about your account activity, including your transactions, balances, positions and history. This information allows us to administer your account and continue to provide the services requested.
We may collect information from information services and consumer reporting agencies to verify your identity, employment, or creditworthiness, or to better understand your financial needs.
Sharing of Nonpublic Information / "Opt-out" Provision
Provision SPGS does not disclose non-public information relating to current or former customers with any unaffiliated third parties, except as required or permitted by law. This may include sharing your information with non-affiliated companies that perform support services for your account or process your transactions with us. We may disclose information to regulatory authorities and law enforcement officials who have jurisdiction over us or if we are required to do so by applicable law and to provide information to protect against fraud. SPGS may share your non-public personal information with its affiliates. However, you can contact us at any time to limit our sharing by calling the Compliance Department at 212-616-7700 or emailing Compliance@seaportglobal.com.
SPGS protects your nonpublic information from access by third parties by maintaining physical, electronic and procedural safeguards. Independent parties we use to provide support services are not authorized to use information about our clients for their own purposes and are contractually obligated to maintain strict confidentiality. We limit their use of information to the performance of the specific services for which they are contracted and limit informational access to those employees who are trained in the proper handling of nonpublic client information and who need access in the performance of their responsibilities.
California Consumer Privacy Act (CCPA)
Under the CCPA, California residents have the following rights and may make requests in accordance with the below:
(1) The right to know what personal information is being collected
(2) The right to know whether their personal information is sold or disclosed and to whom
(3) The right to opt-out of the sale of personal information
(4) The right to access their personal information
(5) The right to equal service and price, even if privacy rights are exercised
Please reference the "Information We Collect" and "Sharing of Nonpublic Information/Opt-out Provision" Sections above for details on the categories of information collected, the Firm’s purpose and usage of the collected data.
SPGS does not engage in the activity of selling personal information as defined under the CCPA and does not share client personal information with third parties for their own direct marketing purposes.
If you are a California resident and would like more information on the CCPA or to assert any of your rights in accordance with the CCPA, please contact SPGS Compliance at Compliance@seaportglobal.com or your SPGS representative.
SPGS seeks to execute its customers’ orders at the most favorable terms reasonably available under prevailing market conditions.
Regulation NMS: Order Protection Rule
Regulation NMS ("Reg. NMS") is a series of initiatives by the Securities and Exchange Commission ("SEC") designed to modernize and strengthen the national market system ("NMS") for equity securities. One of the initiatives is the Order Protection Rule. Under the Order Protection Rule, SPGS has implemented procedures that are designed to prevent "trade-throughs" of NMS Stocks – the execution of trades during regular trading hours at prices inferior to protected quotations displayed by trading centers. To be protected, the quotation must be (1) automated and immediately accessible and (2) the best bid or offer ("top of book") on any exchange or the Financial Industry Regulatory Authority’s ("FINRA") Alternative Display Facility ("ADF"). Specifically, NMS stocks include exchange-listed equities, exchange-traded funds ("ETFs"), and other securities (excluding options) that are reported to the Consolidated Tape.
One of the exceptions to the Order Protection Rule involves the use of Intermarket Sweep Order ("ISOs"). An ISO is a type of limit order that allows SPGS to trade through a protected quote provided certain conditions are met. When executing an order, SPGS must route an ISO to execute against the full displayed size of any protected quotation with a price that is superior to the proposed execution price of the order that SPGS plans to execute. The ISO designation allows the receiving exchange or ADF participant to immediately execute the order without regard to better-priced quotes displayed in other markets. Unless another exception under the Order Protection Rule applies, it will be necessary for SPGS to route an ISO, or multiple ISOs, whenever executing your order outside of the national best bid or offer.
As a general matter, SPGS will route ISOs as agent on your behalf and attribute any better prices received from such executions to your order. ISOs will be marked as Immediate or Cancel ("IOC"). Once responses to the ISOs are received, SPGS will execute the remaining balance of your order at the agreed upon trade execution price and report it to the Consolidated Tape. The size of your trade will be reduced to reflect any executed ISOs and your trade will be reported with an ISO exemption modifier. ISO executions will be reported as separate agency executions. You may "opt-out," however, by informing SPGS on a trade-by-trade basis that your do not wish to receive the benefit of any better prices obtained from the ISOs; in which case SPGS will execute your entire trade at the agreed upon trade execution price and size. SPGS then will report your trade immediately when the ISOs are routed. In this case, any required ISOs will be routed on a principal basis and retained by
SPGS or allocated to other customer orders in accordance with NYSE and FINRA rules. Notwithstanding your decision to opt-out, where regulatory requirements dictate, SPGS may apply any better prices obtained from the ISOs to your order.
From time to time, SPGS may not receive a response within a reasonable period of time (e.g., within five seconds) to the ISOs that are routed as agent on your behalf. SPGS anticipates that instances of "lost" ISOs should not occur frequently because of the immediate response requirement for IOC orders. Nonetheless, in such cases, SPGS will consider the lost ISO to be unexecuted and will include its size in the remaining balance of your order to be executed at the previously agreed upon execution price. Should you inform us that your do not consent to our treating lost ISOs as such, SPGS reasonably will attempt to adjust the size and price of your trade to reflect the lost ISO, pending ultimate resolution.
FINRA RULE 5320-Prohibition Against Trading Ahead of Customer Orders
On September 12, 2011, FINRA adopted Rule 5320, which consolidated the previous customer order protection rules and replaces existing FINRA customer limit and market order protection rules, NYSE Rule 92, and other similar exchange rules. FINRA Rule 5320 generally prohibits a broker-dealer that accepts and holds an order in an equity security from its customer or a customer of another broker-dealer without immediately executing the order from trading that security on the same side of the market for its own account at a price that would satisfy the customer order, unless it immediately thereafter executes the customer order up to the size and at the same or better price at which it traded for its own account.
With respect to the orders of an "institutional account," as defined in NASD Rule 3110, or for orders of 10,000 shares or more (unless such orders are less than $100,000 in value), Rule 5320 permits a broker-dealer to, and Seaport Global Securities LLC may trade an equity security on the same side of the market for its own account at a price that would satisfy such customer order provided that certain notice is provided to the customer and the customer is provided a meaningful opportunity to opt in to the Rule 5320 protections with respect to all or any portion of its order.
Institutional accounts and persons placing orders for 10,000 shares or more not otherwise subject to the protections afforded by Rule 5320 may "opt in" to the Rule 5320 protections by providing written notice (i) with respect to any particular order, at the time of placing an order to the SPGS representative taking your order, and (ii) with respect to all orders for your account, to Seaport Global Securities LLC, Attn: Compliance, 360 Madison Avenue, 23rd Floor New York, NY 10017.
Market Making Activities
SPGS engages is a market maker activity in various equity securities. With respect to NMS stocks, as defined in Rule 600 of SEC Regulation NMS, SPGS generally sends orders for NMS stocks to other market centers on an agency basis. SPGS has developed and implemented internal controls, including information barriers, that operate to prevent its market making desk from obtaining knowledge of customer’s orders not routed to it and, accordingly, our market making desk may trade for our own account prior to completion of your order and at the same or a better price than you receive.
"Not Held" Orders. When you place an order with us and leave the price and time of execution to our discretion (a "not held order"), we may trade in the security for our own account prior to completion of your order and at the same or a better price than you receive.
A complete list of securities on which the Firm makes markets will be produced on request. Please forward requests to the Compliance Department at Compliance@seaportglobal.com
Pre-Market & Post-Market Orders
SPGS may accept client orders outside of regular trading hours. Such client orders will be handled based on specific order instructions including, but not limited to, limit price and time frame to which the order is eligible for execution. Unless specifically stated within the order instructions, all orders received prior to 9:30 AM EST will be handled and eligible for execution in the regular trading hours session of that business day.
Payment for Order Flow
SPGS is required to provide disclosures to its clients regarding receipt of payment for order flow and for determining where to route client orders that are the subject of payment for order flow. "Payment for order flow" refers to payments between broker-dealers and market centers for order direction.In efforts to seek best execution, SPGS routes client and principal orders to national securities exchanges, dark pools and alternative trading systems ("ATSs") which may include other broker-dealers (venues or market centers). Based upon the fee schedules of those venues, certain market centers may offer credits/rebates on a per share basis for orders that provide liquidity to their books, and assess charges/fees for orders that take liquidity from their books.In some cases, it is possible that the credits/rebates offered to SPGS by a market center may exceed the charges/fees assessed over a period; such cases constitute payment for order flow.
Block Transactions FINRA Rule 5270
FINRA Rule 5270 prohibits FINRA member broker?dealers from executing orders to buy or sell certain securities or related financial instruments when the member has material, non?public information ("MNPI") concerning an imminent block transaction in those securities, related financial instruments, or securities underlying the related financial instruments, prior to the time information concerning the block transaction has been made publicly available or has otherwise become stale or obsolete.
FINRA Rule 5270 permits certain exceptions to the foregoing prohibition, including transactions that are undertaken to fulfill or facilitate the execution of a client block order. SPGS may rely on exceptions to FINRA Rule 5270 while executing block orders for its clients.
Indications of Interest
In certain business, if you provide SPGS with an order to work, SPGS might handle the order by issuing an "indication of interest" ("IOI") to another market participant or trading venue. An IOI is an expression of trading interest that contains one or more (but not all) of the following elements: security name, side, size, capacity, and price. The use of an IOI is intended to solicit contra-side interest in an attempt to minimize market impact. IOIs may be disseminated over systems such as Bloomberg, or through direct connections to client order management systems. When publishing IOIs, SPGS will adhere to the guidelines published by the applicable service providers and guidance issued by regulators, including the manner in which SPGS will designate an IOI as a ‘natural’. A ‘natural’ IOI will refer to the interest SPGS represents on an agency basis or interest on a proprietary basis in certain specific contexts. SPGS may disseminate non-competing, ‘natural’ IOIs on
proprietary interest that was established as the result of a facilitation of a customer order, the execution of a customer order on a riskless principal basis or the liquidation of an existing proprietary position. An IOI that we disseminate on our behalf cannot exceed the size of the order you have submitted to us. If you indicate that the size of your interest may grow, the SPGS trader handling the order may include this instruction in the appropriate field of the IOI
Net Basis Orders
SPGS may execute orders received from its institutional clients and broker-dealers on a net basis. In the event that you prefer SPGS does not execute your orders on a "net" basis, please contact your sales representative to express such preference. If you have no objection to the Firm executing your orders on a "net" basis, then no action is necessary on your part. Broker-dealers who route orders to SPGS may also have an obligation to provide a net trading disclosure to their end customers.
Net Trades are not eligible for an exemption under the Order Protection Rule. The net price that is reported to the appropriate Trade Reporting Facility (TRF) and disseminated to the public is the price of the trade. If necessary, SPGS will route intermarket sweep orders ("ISOs") to execute against protected quotations to comply with the Order Protection Rule.
Average Price Confirmations
Subject to applicable regulatory requirements, SPGS may execute your order in more than one transaction over a period of time, or, in certain markets, aggregate your order with other others. In such instance, SPGS will provide you with a confirmation noting that the aggregate amount of securities purchased or sold in your account received a single "average" price. SPGS will provide you with information about individual executions at your request.
Settlement of Securities Transactions
The Securities and Exchange Commission has amended its Settlement Cycle Rule, which requires broker-dealers to settle most securities transactions within two business days ("T+2") of their execution date, instead of three ("T+3"). Broker-dealers were required to comply with the T+2 settlement cycle beginning on trade date September 5, 2017.
SPGS must receive payment and/or delivery for/of the security no later than two (2) business days after the trade is executed.
SEC Rules 605 And 606 Disclosure
Disclosure of Order Execution Information (SEC Rule 605)
SEC Rule 605 requires broker-dealers to make publicly available standardized, monthly reports of statistical information concerning their order executions in accordance with the provisions of the rule to promote transparency of execution pertaining to covered orders. The required statistics are intended to provide only an overview of order execution practices and do not create a reliable basis on which to assess whether SPGS or any other trading venue has satisfied its duty of best execution.
Further information regarding Regulation NMS may be found at the SEC’s website at http://www.sec.gov/rules/final/34-51808.pdf and within Staff Legal Bulletin No. 13A which provides interpretative frequently asked questions found at http://www.sec.gov/interps/legal/mrslb13a.htm.
SPGS Rule 605 Information may be found at https://private.tagaudit.com/do/display?page=Public::R605N
Disclosure of Equity and Option Order Routing Information (SEC Rule 606)
SPGS will, at your request, provide information with respect to the venue(s) to which your directed or non-directed orders were routed for execution, as well as the time of execution of such orders, for a period up to six months prior to your request. SPGS also prepares quarterly reports on its routing of non-directed orders in NMS Stock and listed options, which are available within one month after the end of the quarter. SPGS will provide you a written copy of the quarterly report on request.
SPGS Rule 606 Disclosure Information (2020- ) may be found at https://mta.ihsmarkit.com/app-v2/public-report-library/public-report-library-view/Seaport%20Global%20Securities/371
SPGS Rule 606 Disclosure Information (pre-2020) may be found at https://private.tagaudit.com/do/display?page=Rule606%3A%3AReport%3A%3APublic&cat1=XH&cat2=XH2&topic=Rule606&stitle=Rule+606&mypage=nyse&tctrl%28usr%29=spgs
Notice Regarding SEC Rule 605 and SEC Rule 606 Disclosure Information
SPGS has made every attempt to prepare the SEC Rule 605 and 606 disclosures in compliance with the provisions of the rules. However, these statistics have not been audited and may contain errors. Accordingly, any decision about whether to open an account or to direct orders to SPGS should not be based solely on these statistics, but on an evaluation of the full range of services that we provide and ability to service your financial needs.
Factors Determining Client Order Routes
SPGS may route a client’s order to source additional liquidity in efforts to achieve best execution on behalf of such client. The following is a non-exhaustive list of factors: (i) the character of the market for the security (e.g., price, volatility, and relative liquidity); (ii) the size and type of transaction; accessibility of the quotation; and (iii) the terms and conditions of the client order as communicated by the client.
SPGS may route a client order to other broker-dealers (including market makers), ATSs or dark pools, and to national securities exchanges for execution.
Conflicts of Interest
Potential Conflicts of Interest
Potential conflicts between SPGS, its affiliates, and their employees, and the interests of customers, are sometimes unavoidable. SPGS is committed to identifying and managing actual or potential conflicts of interest and has adopted policies and procedures to achieve this goal.
SPGS may charge you a commission, mark-up, markdown or other fee(s) on your transactions. These various types of fees and level of services provided may vary by customer and transaction and are not standardized. SPGS follows regulatory requirements concerning any fees charged to you and in reporting transaction fees to you.
Investing in High Yield products including but not limited to high yield bonds may be accompanied by higher risks than other fixed income investments. These risks include credit and default risk, liquidity risk, counterparty risk, and market risk to name a few. Terms, conditions, risks, and returns vary widely depending on the specific product traded, and in some cases those risks can be material. Investors should be aware of and understand the products they trade, the risks inherent to those instruments, and the overall exposure they have when transacting in these instruments.
Please also note that certain Oil and Gas investments may also be accompanied with higher risks inherent to the natural resource sector. Oil and Gas products are better suited to those investors with a higher risk tolerance and are typically not designed for the conservative investor.
This statement does not disclose all of the risks or other significant aspects of trading options. In light of the unique risks associated with trading options, you should undertake such transactions only if you understand the nature of the contracts (and contractual relationship) into which you are entering and the extent of your exposure to risk. You should consider whether trading is appropriate for you in light of your experience, objectives, financial resources, and other relevant circumstances.
Transactions in options carry a high degree of risk. Purchaser and sellers of options should familiarize themselves with the type of option (that is, put or call) which they contemplate trading and the associated risks.
There are special risks associated with option writing, which expose the investor to potentially significant loss. Furthermore, the use of uncovered option writing should be limited to those investors that are suitable to this investment, this strategy is extremely risky and the extent of possible losses should be understood by the investor. Please use the following link to read the Options Clearing Corporation’s disclosure and risk documents.
OCC - Characteristics & Risks of Standardized Options
Solicited Order / Auction Mechanism
SPGS is required to notify customers, per International Securities Exchange ("ISE") rules of our intent to use the Solicited Order Mechanism that ISE has available for members to cross customer options orders.
ISE Rule 716 (e ) (3) provides: When handling an order of 500 contracts or more on your behalf, SPGS may solicit other parties to execute against your order and may thereafter execute your order using the International Securities Exchange’s Solicited Order Mechanism. This functionality provides a single-price execution only, so that your entire order may receive a better price after being exposed to the Exchange’s participants, but will not receive partial price improvement. For further details on the operation of this Mechanism, please refer to International Securities Exchange Rule 716, which is available at www.ise.com .
Municipal Advisor Rule
As a result of the SEC’s Municipal Advisor Rule, if a firm acts as a municipal advisor to a municipal entity or obligated person with respect to certain investment advice described below, it must be registered as a municipal advisor. A municipal advisor owes a fiduciary duty to the municipal entity to which investment advice is given and must not take any action inconsistent with its fiduciary duty to the municipal entity. Accordingly, firms and their affiliates may be prohibited from effecting certain principal transactions for a municipal entity and obligated person if they serve as their municipal advisor. It is SPGS’s intention not to act as a municipal advisor, but to conduct arm’s-length transactions with clients. SPGS is acting in a principal capacity and not as an advisor and as such, does not owe a fiduciary duty pursuant to Section 15B (SEC Rule 15Ba-1 et seq.), as amended in the Securities Exchange Act of 1934 to you as a municipal entity or obligated person with respect to any securities brokerage transactions executed by or through SPGS on your behalf.
SPGS, upon your request and at its discretion, may provide indicative valuations of certain financial instruments in your investment portfolio. SPGS provides indicative valuations for informational purposes only – they are not bids or offers or solicitations to conduct transactions. SPGS will not undertake to update any indicative valuation provided to you, and the indicative valuation may differ from values used in SPGS’s books and records and from trading prices. Providing an indicative valuation is not meant to imply that an actual trading market exists for the financial instrument at the valuation provided. Information from which such indicative quotations are based will be obtained from sources believed to be reliable. At no time shall SPGS be deemed to guarantee the accuracy of such prices, make any representation or warranty or be held responsible for any losses or damages arising out of errors, omissions, changes in market factors or conditions, or any
circumstances beyond SPGS’s control.
Errors In Account Statements
SPGS endeavors to provide accurate and complete information in its communications with its customers. Please review each statement of your account that the Firm’s clearing agent BofA Securities Inc., provides to you on behalf of SPGS and report promptly any inaccuracy or discrepancy in your account. Any verbal communications should be confirmed in writing to SPGS to further protect your rights, including rights under the Securities Investor Protection Act and with the Securities Investor Protection Corporation ("SIPC"), see "Account Protection" below.
SPGS is a member of SIPC, which protects securities customers of its members up to $500,000 (including $250,000 for claims for cash). An explanatory brochure is available upon request, or at www.sipc.org.
If you have made arrangements to clear foreign securities directly with a foreign affiliate of SPGS, or otherwise have cash or securities held by a foreign affiliate, please be aware that the foreign affiliate is not a member of SIPC.
Investor Education and Protection
SPGS is required by FINRA Rules to provide you with information about the availability of information about SPGS and individuals associated with SPGS through FINRA’s BrokerCheck program. Please be advised that FINRA offers an investor brochure that includes information describing the BrokerCheck program. The Investor brochure may be obtained via the FINRA Web Site (www.finra.org) or through the FINRA BrokerCheck program found at Broker Check or at the Hotline Number at (800) 289-9999.
It is the Firm’s responsibility to ensure compliance, by itself, its customers and its representatives, with all applicable rules and regulations set forth in the IEX Rule Book. In accordance with IEX Rule 8.110 a current copy of the Rules may be accessed via the following link IEX Rule Book or on the Firm’s website
Margin Account Disclosures
It is important that you fully understand the risks involved in trading securities on margin. These risks may include the following:
• You can lose more funds than you deposit in the margin account
• Clearing Member can force the sale of securities or other assets in your account(s).
• Clearing Member can sell your securities or other assets without contacting you.
• You are not entitled to choose which securities are liquidated to meet a margin call.
• Clearing Member can increase its "house" maintenance margin requirements at any time and is not required to provide you advance written notice.
• You are not entitled to an extension of time on a margin call.
For more information regarding applicable rules governing your margin account, please refer to the Clearing Member’s Margin Account Agreement that can be found on the BofA Securities, Inc. Customer Portal.
Anti-Money Laundering / Information Regarding New Account Opening Procedures
The USA PATRIOT Act (Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism) was enacted to strengthen the United States government’s ability to combat terrorist financing and money laundering. An essential component of the USA PATRIOT Act requires financial institutions to obtain, verify and record information that identifies each person or entity with an account relationship at a financial institution.
• For individuals opening accounts with SPGS, we will ask for your (i) name, (ii) residential street address, (iii) date of birth, (iv) social security or other U.S. taxpayer identification number, or, if you are not a citizen or resident of the United States, a passport number and country of issuance or the number and country of issuance of another government-issued document evidencing nationality or residence and bearing a photograph and (v) such other information or document that we consider necessary to verify your identity. Generally, if you open the account in person, this will include a form of government-issued photo identification to verify identity. We may also verify your identity through other means.
• For corporations, partnerships, trusts or other entities opening accounts with SPGS, we will ask for your (i) name, (ii) street address (either your principal place of business, a local office or other physical location), (iii) a U.S. taxpayer identification number, or if you are not organized or resident in the United States or filing U.S. income tax returns, the number and country of issuance of any other government-issued document certifying the existence of your organization, and (iv) such other information or document that we consider necessary to verify your identity. Examples of additional information include articles of incorporation, a government-issued business license, a partnership agreement of a trust instrument. We may also verify your identity through other means.
We are required to verify your identity. Until we have verified the information or documents requested, we may not be able to open an account or effect any transactions for you. If we have already opened an account for you, we may restrict trading or have to close it.
Section 311 – Special Measures
NOTABLE MENTION: Effective May 11, 2018, in an effort to combat financial crime, Federal regulation will require certain U.S. financial institutions such as Seaport Global Securities LLC to obtain, verify, and record information about the beneficial owners of legal entity customers.
Pursuant to U.S. regulations issued under section 311 of the USA PATRIOT Act, 31 CFR 103.192, Seaport Global Securities LLC, is prohibited from opening or maintaining correspondent accounts for, or on behalf of Institutions and/or Jurisdictions identified on the sanctioned list, which is found at: https://www.fincen.gov/resources/statutes-and-regulations/311-special-measures
The regulations also require the Firm to notify clients that they may not facilitate business through us on behalf of any of the aforementioned entities or any of their subsidiaries. If the Firm becomes aware that any of the aforementioned entities or any of their subsidiaries are conducting business with the Firm, we will be required to take appropriate steps to prevent such access, including, where necessary, terminating your account and notifying the authorities as appropriate and necessary.
Business Continuity Planning and Cyber Security
SPGS has an established Business Continuity Plan ("BCP") that includes systems and procedures for backup and recovery of mission critical systems and data, alternate communications with customers and employees and alternate physical locations for employees. SPGS’s BCP is designed to address the effects of various significant business disruption ("SBDs"), whether internal (e.g., affecting an SPGS building) or external (e.g., affecting a business district, city, or region in which SPGS conducts business), that may be caused by a number of scenarios. SPGS’s BCP includes a crisis management framework as well as a number of contingency sites and plans to address both internal and external SBDs. SPGS’s policy is to respond to all SBDs by focusing on:
• Safeguarding employees’ lives, customer assets and Firm property;
• Making timely and prudent financial and operational assessments;
• Quickly recovering and resuming essential business operations within hours, and if not feasible, the next business day;
• Protecting the Firm’s Books and records; and
• Allowing SPGS customers to transact business
SPGS also has a detailed Cyber Security policy that follows the general NIST Cybersecurity policy framework. The policy is created and used as a formal set of rules and information by which users, vendors, and 3rd parties who are given access to company technology and information assets must abide to. The main purpose of the policy is summarized as:
• Formalized procedures for employees, contractors and other authorized users of their obligatory requirements for protecting the technology and informational assets of SPGS
Identify and describe the assets we protect and threats to those assets
• Formalized procedures defining user responsibilities and privileges such as acceptable use policies
• Contains procedures for responding to incidents
• Provides a framework to department heads and management outlying specific risks, threats, or general knowledge necessary to ensure that best practices are in place
Due to the proprietary nature of some information, detailed plans for the program cannot be publically disseminated.
If after a significant business disruption you cannot contact us as you usually do at 212-616-7700, you should contact the clearing firm, BofA Securities, Inc. whose contact information may be found on your monthly account statement.
Other Important Disclosures & Disclaimers
Important disclaimer information pertaining to EMAILS may be found here.
Important disclaimer information pertaining to DESK NOTES may be found here.
A list of companies in which SPGS makes markets:
Important Company specific Equity Research disclosures may be found at: https://sgsecurities.bluematrix.com/sellside/Disclosures.action
Reliance on International Dealer Exemption pursuant to subsection 8.18(2) of National Instrument 31-103 Registration Requirements and Exemptions
("NI 31-103") and Notification to Permitted Clients of the prescribed information under subsection 8.18(4)(b) of NI 31-103. Please be advised that Seaport Global Securities LLC is relying on the International Dealer Exemption pursuant to NI 31-103 in Canada.
Please take note of the following:
(i) SPGS is not registered in Canada;
(ii) SPGS‘s jurisdiction of residence is the United States;
(iii) the name and address of the agent for service of process of SPGS in the local jurisdiction is:
Osler, Hoskin & Harcourt LLP
100 King Street West, Suite 6700
1 First Canadian Place
Toronto, Ontario M5X 1B8;
(iv) there may be difficulty enforcing legal rights against SPGS because it is resident outside Canada and all or substantially all of its assets may be situated outside of Canada.
The information contained herein is not, and under no circumstances is to be construed as, a prospectus, an advertisement, a public offering, an offer to sell securities described herein, solicitation of an offer to buy securities described herein, in Canada or any province or territory thereof. Any offer or sale of the securities described herein in Canada will be made only under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer properly registered under applicable securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made. Under no circumstances is the information contained herein to be construed as investment advice in any province or territory of Canada and is not tailored to the needs of the recipient. To the extent that the information contained herein references securities of an issuer incorporated, formed or created under the laws of Canada or a province or territory of Canada, any trades in such securities must be conducted through a dealer registered in Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon these materials, the information contained herein or the merits of the securities described herein and any representation to the contrary is an offence.
MiFID II Disclosures
The Seaport Group Europe LLP ("SGE") operates in accordance with all requirements of the Markets in Financial Instruments Directive ("MiFID") and Markets in Financial Instruments Regulation ("MiFID II"). In conformity we provide certain information and disclosures to our clients – these are set out below:
RTS 28 Article 3 Disclosures – 2018 Data – Click to Download
RTS 28 Article 3 Disclosures – 2019 Data – Click to Download
Pillar 3 Disclosure (2019)– Click to Download
Other Select Important Web Links
Securities and Exchange Commission
Financial Industry Regulatory Authority
Securities Investor Protection Corporation