BGC Partners Limited Tokyo: DISCLAIMERS AND LEGAL INFORMATION

BGC PARTNERS

PUBLIC FILINGS, PARTNERSHIP AND CORPORATE GOVERNANCE INFORMATION
Public Filings


To view BGC Partners, Inc.’s filings with the Securities and Exchange Commission, including annual (10-K), quarterly (10-Q) and currents reports (8-K), proxy statements (DEFA 14A) and registration statements (S-1, S-3, S-4, S-8, prospectuses, etc.) , please access the following link: http://ir.bgcpartners.com/financial-reports-filings/sec-filings/BGC-Filings/default.aspx

Long Term Incentive Plan and Partnership Documents
• Sixth Amended and Restated Long Term Incentive Plan
• Registration Statement on Form S-8 (File No. 333-207257)
• Registration Statement on Form S-4 (File No. 333-169232)
• Long Term Incentive Plan – Description and Frequently Asked Questions
• BGC Holdings, L.P. – Agreement of Limited Partnership, as amended and restated (together with amendments thereto)
• BGC Holdings, L.P. – Participation Plan

Corporate Governance
• Complaint and Investigation Procedures for Accounting, Internal Accounting Controls or Auditing Matters
• Code of Business Conduct and Ethics

This code of conduct is also available in the following languages:
• Chinese
• Danish
• French
• German
• Hebrew
• Italian
• Japanese
• Korean
• Portuguese
• Russian
• Spanish
• Turkish
• Charter of the Audit Committee of the Board of Directors
• Charter of the Compensation Committee of the Board of Directors

UNDERSTANDING BGC BROKERING SERVICES

BGC FINANCIAL, L.P.
BGC Financial, L.P. Annual Regulatory Disclosures
BGC Financial, L.P.Privacy Policy
CFTC Rule 1 55(k) Firm Specific Disclosure Statement
CFTC Rule 1 55(b) Risk Disclosure Statement
SEC Order Routing Disclosure

MINT BROKERS
Mint Brokers Privacy Policy
Mint Brokers Annual Regulatory Disclosures
CFTC Rule 1 55(k) Firm Specific Disclosure Statement
CFTC Rule 1 55(b) Risk Disclosure Statement

BGC BROKERS, L.P.
Where a service and/or information is provided by BGC in the United Kingdom, it has been approved by BGC Brokers L.P. whose address is One Churchill Place, Canary Wharf E14 5RD. BGC Brokers L.P. is authorised and regulated by the Financial Conduct Authority. Their FCA Register Numbers is 454814 respectively. Access to the FCA Register can be gained via the following link: www.fsa.gov.uk/register/. The investment services displayed on the BGC website are not available to any UK “Retail Client” (as defined by the Financial Conduct Authority). BGC does not deal with or for Retail Clients. To receive a copy of the Pillar 3 disclosures or Country-by-Country Reporting for BGC Brokers L.P., please email: compliancebgcuk@bgcpartners.com.

ORDER EXECUTION POLICY FOR PROFESSIONAL CLIENTS
1. Introduction
The Markets in Financial Instruments Directive (MiFID) came into force on 1st November 2007. One of its requirements is that BGC implement a ‘Best Execution Policy’. Information on the BGC Best Execution Policy is set out below.

2. Scope
The BGC Best Execution Policy applies when BGC executes orders or receives and transmits orders on your behalf.

BGC will be executing orders on your behalf where you legitimately rely on us to protect your interests in relation to pricing or other aspects of the transaction that may be affected by how BGC executes the order. For example this will be the case when BGC:

executes an order by dealing as agent;
executes an order by dealing as riskless principal on your behalf; and
“works” an order on your behalf.

BGC will not be executing orders on your behalf (and will not therefore owe a duty of best execution) where we publish a quote or provide a “request for quote” service and you transact with us on the basis of that quote.

3. The Quality of Execution
When executing orders on your behalf in relation to financial instruments, we will take all reasonable steps to achieve what is called “Best Execution” of your orders. This means that we will have in place a policy and procedure designed to obtain the best possible execution result for your order.

We will take into consideration a range of different factors such as price, the cost of the transaction, the need for timely execution, the liquidity of the market, the size of the order and the nature of the financial transaction. We will also take into account your understanding and experience of the market in question, your dealing profile, the nature of the dealing service you require of us and the specific and general instructions given to us by you which may prioritise how we are to execute your orders.

In the absence of specific instructions from you, we will exercise our own discretion in determining factors we need to take into account for the purpose of providing you with Best Execution.

Our commitment to provide you with Best Execution does not mean that we owe you any fiduciary responsibilities over and above the specific regulatory obligations placed upon us or as may be otherwise contracted between us.

4. Exemptions from Best Execution
There are certain circumstances where the Best Execution obligation does not apply:

Eligible Counterparties
If you are classified as an Eligible Counterparty the rules relating to Best Execution do not apply.

Market Practices in OTC markets
In the wholesale OTC derivative and fixed income markets in which we operate it is normal practice for our clients to approach a number of different brokers and dealers for quotes. Clients then make their own decision to trade based on these quotes. In these circumstances there is no expectation between the parties that BGC is acting ‘on behalf’ of the client, and therefore Best Execution does not apply.

Name Passing Transactions
When we act in a name passing (or name give-up) capacity we are receiving and transmitting clients’ orders. However, as we are not receiving and transmitting clients’ orders for execution, the requirements in respect of Best Execution do not apply.

Specific Instruction
When you give us a specific instruction in relation to your order, or any particular aspect of your order, including an instruction for your trade to be executed on a particular venue, we will execute the order in accordance with your instructions. In following your instructions we will be deemed to have taken all reasonable steps to have provided you with the best possible result for the aspect of the order to which the specific instruction relates.

Please be aware that any specific instructions from you may prevent BGC from taking steps that it has designed and implemented to obtain the best possible result in respect of the elements covered by those instructions.

In addition when you place an order on a multilateral trading facility (MTF), the best execution provisions of MiFID will not apply to the operator of the MTF as your order will be classified as a specific instruction.

Although the Best Execution rules do not apply in the above circumstances, we will still continue to act in your best interests and provide you with the same high standard of service which we apply to all client orders.

5. Execution Factors
We will have regard to the following factors when taking steps to obtain the best possible result when executing your orders:
• price
• costs
• speed of execution
• likelihood of execution
• speed of settlement
• likelihood of settlement
• size of the order
• nature of the order
• any other consideration relating to the execution of the order

We will take into account the following criteria when determining the relative importance of the above factors:
• the characteristics of the client
• the characteristics of the order
• the characteristics of the financial instrument subject to the order
• the characteristics of the order execution venues to which that order can be directed

When executing orders on your behalf, the relative importance that we assign to the factors in providing you with Best Execution is in most cases price followed by speed and likelihood of execution. The other executing factors will then be determined on the basis of discussions with you and on market conditions which may be subject to sudden change.

6. Execution Venues
Execution venues (sources of liquidity) will be selected on the basis that the venue is likely to provide the best possible result for the order. These will include:
• Regulated markets
• Market makers or other liquidity providers
• Multilateral trading facilities (MTFs)

Some client orders will therefore be executed on venues not deemed to be either Regulated Markets or MTFs, for example when an order is executed through BGC’s client base. You are required to give your express consent to enable us to execute orders on your behalf in this manner. Please ensure that you return the Client Acknowledgment and Consent slip.

BGC will assess on a regular basis the quality of the execution afforded by these venues on which we execute your orders and whether we need to change any execution arrangements.

We will take steps so that we do not structure or charge commissions in a way which will discriminate unfairly between execution venues.

Please also note that, as a regulated market will charge exchange fees which reflect the quality of its execution facilities, we have to price the cost of our own business model and the utilisation of our capital to support our dealing with you (including carrying the risk of those dealings e.g. credit risk) as part of our assessment of the quality of execution offered to you.

7. Monitoring the Best Execution Policy
We will continually monitor the effectiveness of the policy. We will review annually, or whenever a material change occurs, the quality of execution afforded and whether we need to change our execution arrangements. This policy will be posted on our website and you are advised to review the website from time to time for any material changes.

8. General Consent
There is a requirement to obtain your prior consent to this order execution policy. If we receive an order from you on or after 1 November 2007, you will have deemed to have given your consent to this policy.

Definitions:
BGC –BGC Brokers, L.P. or any branch thereof located in the EEA.

Execution Venue – A regulated market, an MTF, a systematic Internaliser, or a market maker or other liquidity provider or an entity that performs a similar function in a third country.

Financial Instruments – Instruments specified in Section C of Annex I to MiFID.

MiFID – The European Parliament and Council Directive on markets in financial instruments (no. 2004/39/EC).

Multilateral Trading Facility (MTF) – A multilateral system, operated by an investment firm or a market operator, which brings together multiple third party buying and selling interests in financial instruments – in the system and in accordance with non discretionary rules – in a way that results in a contract in accordance with the provisions of Title II of MiFID.

Dealing on Own Account – Trading against proprietary capital resulting in the conclusion of transactions in one or more financial instruments.

Professional Client – A client meeting the criteria laid down in paragraph 1 of Annex II of MiFID.

Regulated Market – A multilateral system operated and / or managed by a market operator which brings together or facilitates the bringing together of third party buying and selling interests in financial instruments in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID.

Systematic Internaliser – An investment firm which, on an organised, frequent and systematic basis, deals on own account by executing client orders outside a regulated market or an MTF.

Please note that system response and account access times may vary due to a variety of factors, including trading volumes, market conditions, system performance, and other factors.

The registered office of BGC Brokers L.P. is at 1 Churchill Place, London, E14 5RD.

The FCA register appears at http://www.fsa.gov.uk/register/. The FCA regulates the financial services industry in the United Kingdom and is located at 25 The North Colonnade, Canary Wharf, London, E14 5HS.

Bennett Jones: International Trade & Investment

Bennett JonesInternational Trade and Investment group is positioned in all aspects of international trade and investment law. Our members have a proven track record of expertise in all of the elements that comprise the regulation of international business, including market access for goods, services, intellectual property and investment. Our practice is also fully integrated with the firm’s extensive cross-border commercial, transactional, tax, banking and dispute settlement services.

The group was established with the objective of becoming best-of-class in Canada. We have formed our team by selective recruitment of proven leaders in all facets of the discipline at both the partner and associate levels, as well as senior advisors who bring the sound judgment necessary for strategic decision-making in the international business and regulatory arena.

Our experience spans domestic trade and investment laws, international rules and treaties, and international dispute settlement in trade and investment matters. Our depth allows us to offer the most comprehensive range of legal services in Canada in relation to international trade and investment regulation. Whether clients require advice on technical border issues or high-level trade policy, treaty negotiation or international relations matters, we are able to draw on our members’ unparalleled expertise in international business regulation to provide timely, practical and informed advice.

Our group includes several partners who are among the most highly-ranked and regarded international trade and investment, customs and commodity tax lawyers in Canada, a former Minister of Public Security (with responsibility for the Canada Border Services Agency), a former ambassador to the United States who was also one of the architects of the Canada-U.S. Free Trade Agreement, and a former Senior Advisor to the Prime Minister of Canada who was intimately involved in every major international initiative, trade negotiation or dispute involving Canada for more than a decade.

We provide advice and represent on matters involving:

*** Customs and Border Administration
*** Commodity Taxes
*** Trade Remedies
*** Trade Agreement, Policy and Negotiations
*** Investment Treaties and Disputes
*** Import and Export Controls
*** Product Regulation and Standards
*** Foreign Corrupt Practices
*** Extraterritorial Measures and Claw-back Statutes
*** Government Procurement and Bid Challenges
*** International Trade and Energy

Select Experience

*** Nordion Inc. in connection with the due diligence aspects of its US$826M acquisition by Sterigenics relating to an investigation by Canadian and US regulatory authorities. Sterigenics is a portfolio company of GTCR LLC, a leading Chicago-based private equity firm.
*** Lone Pine Resources Canada Ltd. and Lone Pine Resources Inc., in connection with a $400-million cross-border recapitalization and restructuring transaction pursuant to a plan of compromise and arrangement under the Companies' Creditors Arrangement Act (Canada) and ancillary proceedings under Chapter 15 of the United States Bankruptcy Code.
*** Sinopec Group in connection with its $2.9 billion acquisition of Daylight Energy Ltd.



Recent Recognitions
*** 2015, Chambers Global: The World's Leading Lawyers for Business
Bennett Jones, ranked, Band 1, International Trade/WTO
Market-leading international practice, acclaimed for the breadth of its expertise in trade law. Areas of service include export controls, anti-corruption, customs administration, WTO agreements and related litigation. The firm is active across a variety of sectors, such as oil and gas, manufacturing and IT. Draws on the strength of its Washington, DC, Beijing, Dubai and Doha offices in addition to its Toronto, Calgary and Vancouver teams. "Bennett Jones has the strongest team in the trade community.""They are committed to trade work in a significant way."

*** 2015, Chambers Global: The World's Leading Lawyers for Business
Darrel H. Pearson, ranked Band 1, International Trade/WTO
Darrel Pearson leads the team alongside Milos Barutciski, and wins praise for his long-standing and extensive experience of customs and trade remedies. In highlights, he advised Bunzl Distribution on trade verification work.

*** 2015, Chambers Global: The World's Leading Lawyers for Business
Milos Barutciski, ranked Band 1, International Trade/WTO
Department co-head Milos Barutciski is dubbed "a fine lawyer - one of the best in the field," by market sources. He is well known for his specialisation in business corruption, and operates a well-respected practice which spans both trade and competition law.

Recent Publications
*** Looking Forward: Canadian Class Actions in 2015
*** Canadian Importers May Now Seek Import Duty Refunds
*** Managing Corruption Risk in the Resource Sector

News & Events
*** Internal Controls Calgary 2015
*** Professionalism Series: China's New Normal: Implications for Canada-China Business
*** Bennett Jones Anti-Corruption Compliance Luncheon Series

QVF Group Fraud Investigators Civil Risk Management

Meet the Team

Steve Mackle

Steve has worked for over 30 years in the fields of Financial Intelligence, Compliance, Money Laundering and Asset Tracing.

Steve has expertise in financial investigation from both a police service and accountancy practice perspective.

Steve acts as a consultant to the members of the National Housing Federation in relation to money laundering issues and has particular expertise in how money laundering and fraud affects that sector and the Local Government sector.

Barbara Franklin QPM

Barbara has completed over 33 years in the public and private sectors that include environments of organised crime, terrorism and government policy.

Barbara has been at the head of many investigations into Bribery, Corruption, and Misconduct.

She has experience at the highest level in Assessment of Operational Risk Management Processes and Policy.

Barbara has delivered training nationally in Anti Bribery and Corruption and is qualified to teach in the adult learning sector.

Terry McCabe

Terry has over 29 years of investigative experience.

He is a Specialist in Fraud Case management and is a Nationally Trained Fraud Investigator

Terry was also an accredited Financial Investigator and Asset Confiscator.

His experience also extends to investigating, Public Sector Corruption, Bribery, Electoral Malpractice and Organised Crime.

He has been active within National Working Parties on Identity Theft, Electoral Malpractice and Action Fraud.

Trevor Fordy

Trevor Fordy is a former career detective, having served over 30 of his 34 years police service as a dedicated Investigator with the CID, the force’s Serious Crime Squad, Drug Squad and nationally on the Regional Crime and Regional Drug Squads.

His policing service has included both overt and covert policing tactics, heading up his force’s Inspectorate Department and culminated as a Detective Superintendent spending more than 7 years as a Senior Investigating Officer (SIO) investigating homicide, gangland violence and other serious crime.

William Johnston

Willie Johnston served in the public sector for 30 years with the police force, retiring in the rank of Detective Superintendent in August 2006.

During his police career he represented ACPO(S) on many partnership national working groups and was the Senior Investigating Officer on many high profile serious crime investigations, responsible for managing large teams, presenting to live media, and budget control.

Ian Haigh MITAI LCGI

Ian has 24yrs years experience in Road Traffic enforcement and 15 years as a Forensic Collision Investigator, carrying out complex investigations in all aspects of Road Traffic Collisions.

He is qualified to carry out Forensic reconstructions of collisions and has undertaken hundreds investigations into Fatal, Serious and Complex collisions. He is a qualified mechanical engineer and draughtsman in structural engineering and shipbuilding.

ARA Fraud & Forensic Services Financial Institutions

ARA Fraud & Forensic Services believe that organizations who are pro-active with their business practices tend to be more successful with mitigating risk and operating losses. As a result, we are a service provider for financial institutions, who understands the banking world. We provide timely and tangible information that allows banks to make sound decisions when extending credit or trying to manage troubled assets. We tailor our services to meet your needs.

Our ASSET PROTECTION SERVICES includes Due Diligence investigations to help lenders thoroughly assess “Character” before approving a loan. In today’s banking environment, it is crucial to know who your customers are to prevent fraud and to mitigate the potential for loan losses from occurring. Good due diligence can provide you with verified and tangible information to make sound lending decisions on your borrowers. Regulators will appreciate your thoroughness before extending credit.

Our Standard Profile Report can provide you with the following information to make sound lending decisions before extending credit.


  • Civil Lawsuits

  • Liens

  • Judgments

  • Bankruptcy

  • Verify Social Security Number

  • Other Business Affiliations & Ownership

  • Our Enhanced Profile Report provides you with all of the search criteria in our Standard

  • Profile Report PLUS a statewide criminal history report.

  • If you are looking for detailed information on the credit worthiness of a business, we can provide you with a Business Profile Report which includes:


    • Dun & Bradstreet Reports

    • Experian Business Reports

    • ASSET RECOVERY SERVICES

      Our ASSET RECOVERY SERVICES include Asset Search Investigations and Judgment Enforcement.

      ASSET SEARCH INVESTIGATIONS

      With our comprehensive Asset Search and investigative capabilities we can locate assets, even hidden assets, Nationwide on individuals and businesses who have defaulted on their financial obligations. This information is extremely valuable to legally enforce judgments and recover funds.

      We can locate various assets on individuals and businesses, including:


      • Real Estate

      • Vehicles

      • Aircraft

      • Watercraft

      • Bank Accounts

      • Brokerage Accounts

      • Liens, judgments and bankruptcies

      • UCC filings

      • Business Affiliations/Ownership

      • Corporate Records

      • Business Property

      • And more….

      • JUDGMENT ENFORCMENT

        Awarded a Judgment but no time to enforce payment by the judgment debtor? Let us take care of it for you. We operate on a NO-FEE contingency basis and we do not get paid until we make a judgment collection on your behalf.

        “With experience working in banking, we understand the impact that loan losses have on the financial performance. Don’t accept loan losses as just bad debt anymore”!

        -Jacque James, President ARA.