The following disclosure is provided to you as a swaps counterparty of NATIXIS in accordance with recent amendments to the Commodities Exchange Act.
Material Incentives and Material Conflicts of Interest Disclosure
The purpose of this disclosure is to provide you with information about some of the material conflicts of interest that may arise between you and NATIXIS in connection with NATIXIS performing services for you with respect to swaps (as defined in the Commodity Exchange Act), forwards or other commodity derivatives (“Contracts”). Conflicts of interests can arise in particular when NATIXIS has an economic or other incentive to act, or persuade you to act, in a way that favors NATIXIS or its affiliates.
Under applicable law, including regulations of the Commodity Futures Trading Commission (“CFTC”), not all swaps are required to be executed on an exchange or swap execution facility (each, a “Trading Facility”), even if a Trading Facility lists the swap for trading. In such circumstances, it may be financially advantageous for NATIXIS to execute a swap with you bilaterally in the over-the-counter market rather than on a Trading Facility and, to the extent permitted by applicable law, we may have an incentive to persuade you to execute your swap bilaterally.
Applicable law may permit you to choose the CFTC-registered derivatives clearing organization (“Clearing House”) to which you submit a swap for clearing. You should be aware that NATIXIS may not be a member of, or may not otherwise be able to submit your swap to, the Clearing House of your choice. NATIXIS consequently has an incentive to persuade you to use a Clearing House of which NATIXIS or its affiliate is a member.
You also should be aware that NATIXIS or an affiliate may own stock in, or have some other form of ownership interest in, one or more U.S. or foreign Trading Facilities or Clearing Houses where your transactions in Contracts may be executed and/or cleared. As a result, NATIXIS or an affiliate may receive financial or other benefits related to its ownership interest when Contracts are executed on a given Trading Facility or cleared through a given Clearing House, and NATIXIS would, in such circumstances, have an incentive to cause Contracts to be executed on that Trading Facility or cleared by that Clearing House. In addition, directors, officers and employees of NATIXIS or an affiliate may also serve on the board of directors or on one or more committees of a Trading Facility or Clearing House.
In addition, Trading Facilities and Clearing Houses may from time to time have in place other arrangements that provide their members or participants with volume, market-making or other discounts or credits, may call for members or participants to pre-pay fees based on volume thresholds, or may provide other incentive or arrangements that are intended to encourage market participants to trade on or direct trades to that Trading Facility or Clearing House. NATIXIS or an affiliate may participate in and obtain financial benefits from such incentive programs. When we provide execution services to you, we may direct orders to affiliated or unaffiliated market-makers, other executing firms, individual brokers or brokerage groups for execution. When such affiliated or unaffiliated parties are used, they may, where permitted, agree to price concessions, volume discounts or refunds, rebates or similar payments in return for receiving such business.
Likewise, where permitted by law and the rules of the applicable Trading Facility, we may solicit a counterparty to trade opposite your order or enter into transactions for its own account or the account of other counterparties that may, at times, be adverse to your interests in a Contract. In such circumstances, that counterparty may make payments and/or pay a commission to NATIXIS in connection with that transaction. The results of your transactions may differ significantly from the results achieved by us for our own account, our affiliates, or for other customers.
In addition, where permitted by applicable law (including, where applicable, the rules of the applicable Trading Facility), NATIXIS, its directors, officers, employees and affiliates may act on the other side of your order or transaction by the purchase or sale for an account, or the execution of a transaction with a counterparty, in which NATIXIS or a person affiliated with NATIXIS has a direct or indirect interest, or may affect any such order with a counterparty that provides NATIXIS or its affiliates with discounts related to fees for Contracts or other products. In cases where we have offered you a discounted commission or clearing fee for Contracts executed through NATIXIS as agent or with NATIXIS or its affiliate acting as counterparty, NATIXIS or its affiliate may be doing so because of the enhanced profit potential resulting from acting as executing broker or counterparty.
NATIXIS or its affiliate may act as, among other things, an investor, research provider, placement agent, underwriter, distributor, remarketing agent, structurer, securitizer, lender, investment manager, investment adviser, commodity trading advisor, municipal advisor, market maker, trader, prime broker. In those and other capacities, NATIXIS, its directors, officers, employees and affiliates may take or hold positions in, or advise other customers and counterparties concerning, or publish research or express a view with respect to, a Contract or a related financial instrument that may be the subject of advice from us to you. Any such positions and other advice may not be consistent with, or may be contrary to, your interests or to positions which are the subject of advice previously provided by NATIXIS or its affiliate to you, and unless otherwise disclosed in writing, we are not necessarily acting in your best interest and are not assessing the suitability for you of any Contract or related financial instrument. NATIXIS or its affiliates may also facilitate the activities of other counterparties, or hedge transactions it has entered into with other counterparties, which transactions may have adverse effects on the value of the assets underlying any swap entered into between you and NATIXIS. Acting in one or more of the capacities noted above may give NATIXIS or its affiliate access to information relating to markets, investments and products. As a result, NATIXIS or any of its affiliate may be in possession of information which, if known to you, might cause you to seek to dispose of, retain or increase your position in one or more Contracts or other financial instruments. NATIXIS and its affiliates will be under no duty to make any such information available to you, expect to the extent we have agreed in writing or as may be required under applicable law.