Financial Services Guide DIF Broker Licence No 276 CMVM, and 434573 FSA (UK) PART A This Financial Services Guide (FSG) has been prepared by DIF Broker Sociedade Corretora SA to assist you in deciding whether to use any of our services. This FSG sets out the financial services and the types of financial products that we are authorised to provide under our Portuguese Financial Services Licence number 276. This FSG also contains important information about our services, how we are remunerated, potential conflicts of interest we may have and the procedures we follow when dealing with complaints. You should read this guide carefully along with any other disclosure documents you may receive. Whilst we do not provide personal advice or recommend financial products, we may provide you with a Product Disclosure Statement ( PDS ) if we offer or arrange to issue a financial product to you. The PDS sets out important information that you need to carefully consider when you are about to acquire a product. Information contained in a PDS includes the cost of the product, risks associated in acquiring the product, and other features you may need to carefully review before taking up the product. Who we are We are an independent Broker and are primarily a provider of online trading services through our website www.difbroker.com and our platform DIF Freedom and are bound by the National Privacy Principles. This determines the ways in which we must treat personal information and covers personal information that may be gathered through the Internet, telephone, fax or post. We do not provide advice about a product s suitability for your particular needs, objectives or financial circumstances, even if we comment on the current or future market conditions or prospects for products. You should always consider the appropriateness of any information, in light of your own objectives, financial situation or needs before acting. If you are seeking to acquire a specific financial product, you should obtain a copy of, and consider, the PDS for that product before making any decision. You should consider and discuss with your financial adviser before making your own investment choice. No Investment, Tax or Trading Advice: Representatives of DIF are not authorized to provide investment, tax or trading advice or to solicit orders. None of the information, research or other material provided by DIF or on DIF's website constitutes a recommendation or a solicitation to buy or sell securities, CFDs, futures or other investment products. Financial services we are authorised to provide We are responsible for the financial services provided to you, including the distribution of this FSG. We have a Portuguese Financial Services Licence number 276, and are members of the Euronext. Pursuant to our licence, we are authorised to deal and provide advice in: Securities; Derivatives; Investor directed portfolio services; and portfolio management
Placing an order or updating your personal details You can provide your transaction instructions by telephone or through our platform DIF Freedom. All transactions are governed by our Terms and Conditions which are maintained on our website. You can update most of your personal details through our website. In some instances, we may require you to provide us with written confirmation of changes to your personal details for security or regulatory reasons. Customer Must Maintain Alternative Trading Arrangements: Electronic and computerbased facilities and systems such as those provided to Customer and used by DIF are inherently vulnerable to disruption, delay or failure and such facilities and systems may be unavailable to Customer as a result of foreseeable and unforeseeable events. CUSTOMER MUST MAINTAIN ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO CUSTOMER'S DIF ACCOUNT FOR THE PLACEMENT AND EXECUTION OF CUSTOMER'S ORDERS IN THE EVENT THAT DIF SYSTEM IS UNAVAILABLE. By accepting this Agreement, Customer represents that Customer shall maintain such alternative trading arrangements. Some risks associated with investing Although we do not provide personal financial product advice you should be aware that there are inherent risks associated with investing which include: Overall market risk the risk of gain or loss by reason of movements in the share market generally; International risk the vulnerability due to international events or international market factors; Sector risk risk associated with an industry s specific products or services; Specific asset risk risks associated with the specific investment; Research, model portfolios, and newsletter limitations the research available through us is the opinion of specialist analysts, is time specific and cannot be guaranteed. Before acting on any advice contained in a research document or newsletter, you should assess if the advice is appropriate in light of your own objectives or financial circumstances. Acknowledgment of Risks: Customer acknowledges that trading securities, options, futures, currencies, and investment products traded on foreign markets is a highly speculative activity involving a high degree of risk, arising from the use of leverage and rapidly fluctuating markets. Customer represents that Customer is willing and able to assume these risks. Customer acknowledges that it is responsible for knowing the rights and terms of any securities, options, futures, currencies, and investment products in its account, including but not limited to, corporate actions (such as whether a security is the subject of a tender or exchange offer, a reorganization, a stock split or reverse stock split); and that DIF has no obligation to notify Customer of dates of meetings or to take any other action without specific written instructions sent by Customer to DIF Customer Service. Customer acknowledges that there are special characteristics and unique risks associated with trading in securities, options and futures at times that are outside the ordinary trading hours for the exchanges upon which such products are traded. Such risks include, but are not limited to, the risk of lower liquidity, the risk of higher volatility, the risk of changing prices, the risk arising from unlinked markets, the risk of news announcements affecting prices, and the risk of wider spreads.
How we are paid for providing financial services Brokerage commissions Our brokerage fees and charges are set out in Part B of this FSG. We charge our brokerage fees on the purchase and sale of executed transactions made through your account. We will deduct any government charges from the proceeds of a sale or add applicable government charges to the purchase price of orders you make. Minimum brokerage rates apply depending on the total consideration of the transaction and additional administration fees may also apply in certain circumstances. Our brokerage fees are included in your contract notes/confirmation and cover various expenses we incur to deliver the services as well as a profit component. You may find further information about our products, services and fees through our website www.difbroker.com. Derivatives and Warrants Before investing in derivative products, you should read the documentation provided by us. Our derivative fees and charges are set out in Part B of this FSG. A derivative contract is a contract to buy or sell underlying securities in a predetermined quantity, at a predetermined price on, or before, a predetermined date. Before investing in warrants, you should read the PDS specific to that warrant and associated documentation. Market information Our market information is free but delayed in DIF Freedom platform. We charge exchanges real time monthly market information fees in DIF Freedom platform Initial Public Offerings We may receive upfront fees, volume bonuses, other incentives and ongoing fees from time to time by making available Initial Public Offerings. These fees will vary depending on the offering at the time. More details about each offering will be located on the appropriate prospectus. Research We source research and market news from a number of different providers. The names of the providers are shown near the information provided. We take no responsibility for the content of the information provided. Other product offerings resulting in an ongoing commission In some cases we may refer you to a product provider whose product may compliment ours. In these instances we may receive a referral fee, trailing or ongoing commission ranging from 0% to 3%, depending on the nature and amount of business being referred. The premium is usually paid directly by the product provider from their revenue. However, in some instances, the commission may be deducted from your investment or premium you pay. Third party arrangements We may enter into arrangements to provide our range of services through third parties. The way we deliver those services, and the fees charged for them, may vary amongst third parties. Employees Our employees do not provide personal advice and are entitled to receive an annual salary and may in some cases receive performance-based bonuses.
Disputes, Complaints or Suggestions We value your business and are continually improving the service to our clients. If you have any suggestions on how our services can be improved, if you have a concern or complaint, or if you would like to compliment us on our service you may take one of the following steps: Mail: Rua Eng. Ferreira Dias, n.º 452 1º, 4100 246 Porto Portugal Telephone: 351 211201595 (between 8am and 7pm GMT Mon-Fri) Email: hdesk@dif.pt Fax: 351 211201599 A copy of our Complaints Handling Policy is available on request by contacting us as above. A response will be prepared to ensure all matters you raise are investigated and responded to fully. The Portuguese Securities and Investment Commission (CMVM) has a toll free line on 800 205 339 which you may use to lodge a complaint and obtain information about your rights. The mail address is Av. Liberdade nº252, 1056-801 Lisbon, Portugal. Responsibility for Customer Orders and Customer Trades: Customer understands that DIF is unable to know whether someone other than Customer has entered, or is entering, orders using Customer's user name and password. Unless otherwise specified to and agreed by DIF, Customer will not permit any other person to have access to Customer's account for any purpose. Customer shall be responsible for the confidentiality and use of, and any Customer orders entered with, Customer's user name and password. Customer agrees to report any loss or theft of Customer's user name or password, or any unauthorized access to Customer's account, immediately by e-mail to DIF help desk at hdesk@dif.pt. However, Customer shall remain responsible for all orders entered using Customer's user name and password. 5. Order Routing: A. DIF has discretion to select the marketplace to which to route Customer's order. All orders are directed through Saxo Bank. Saxo Bank may provide an order-by-order best execution order routing option or attempts to seek the best available terms for a Customer's order using a proprietary computerized routing algorithm ("Smart Routing"). B. DIF cannot and does not warrant or guarantee that every Customer order will be executed at the best posted price. Among other things, DIF may not have access to every market at which a particular product may trade; other orders may trade ahead of Customer's order and exhaust available volume at a posted price; exchanges or market makers may fail to honor their posted prices; exchanges may re-route customer orders out of automated execution systems for manual handling (in which case execution or representation of Customer's order may be substantially delayed); or exchange rules, policies, procedures or decisions or system delays or failures may prevent Customer's order from being executed, may cause a delay in the execution of Customer's order or may cause Customer's order not to be executed at the best price. Order Cancellation and Modification: Customer acknowledges that it may not be possible to cancel or modify an order. Any attempt to cancel or modify an order is simply a request to cancel or modify. DIF is not liable to Customer if DIF is unable to cancel or modify an order. Customer further acknowledges that attempts to modify or cancel and replace an order can
result in an over-execution of the order, or the execution of duplicate orders, and Customer shall be responsible for all such executions. 7. Order Execution: DIF shall execute Customer orders as agent, unless otherwise confirmed. DIF may utilize another executing broker, to execute Customer orders. Such executing brokers shall have the benefit of all of DIF's rights and remedies hereunder. DIF may decline any Customer order, or terminate this Agreement and/or Customer's use of the facilities and services provided by DIF for the transmission and execution of Customer orders (the "DIF System") at any time in DIF's sole discretion. Customer shall be responsible for monitoring all Customer orders until DIF confirms execution or cancellation of the order to Customer. All transactions effected through DIF are subject to the constitutions, rules, regulations, policies and procedures of the exchanges, markets and clearing houses on which such trades are executed and/or cleared, and are also subject to all applicable laws and regulations. IN NO EVENT SHALL DIF BE LIABLE TO CUSTOMER FOR ANY ACTION, INACTION, DECISION OR RULING OF ANY EXCHANGE, MARKET, CLEARING HOUSE OR REGULATORY AUTHORITY. 8. Confirmations: A. DIF elects to confirm the execution or cancellation of any Customer order by the sole methods of transmitting an electronic confirmation to Customer through DIF System. Customer agrees to accept electronic trade confirmations in lieu of printed confirmations. B. Customer agrees to monitor each open order until DIF confirms an execution or cancellation of the order to Customer. Confirmations may be subject to delays. C. Customer agrees to notify DIF immediately by telephone, or by e-mail, if: i) Customer fails to receive an accurate confirmation of an execution or cancellation; ii) Customer receives a confirmation that is not consistent with Customer's order; iii) Customer receives confirmation of execution or cancellation of an order that Customer did not place; or iv) Customer receives an account statement, confirmation, or other information reflecting inaccurate orders, trades, account balances, securities or futures positions, funds, margin status, or transaction history. D. Customer understands and agrees that DIF may adjust Customer's account to correct any error. Customer agrees to promptly return to DIF any assets distributed to Customer to which Customer was not entitled. 9. Margin: The following provisions apply to margin-enabled accounts. A Risk of Margin Trading: Customer understands that trading on margin involves a high degree of risk and may result in a loss of funds greater than the amount Customer has deposited in Customer's account. Customer represents that Customer has read and understands the Disclosure of Risks of Margin Trading provided separately by DIF. B. Requirement to Maintain Sufficient Margin: Customer margin transactions are subject to the initial margin and maintenance margin requirements (the "Margin Requirements") established by IBDIF or the applicable exchange, whichever is greater. Customer shall monitor Customer's account so that at all times the account shall contain a sufficient account balance to meet the applicable Margin Requirements. DIF may modify such Margin Requirements for any
Customer for open and new positions, at any time, in DIF's sole discretion. The margin required by DIF may exceed the margin required by any exchange or clearing house. DIF may reject any Customer order if Customer does not have a sufficient account balance to meet Margin Requirements and may delay the processing of any order while determining the correct margin status of Customer's account. Customer shall maintain, without notice or demand from DIF, a sufficient account balance at all times so as to continuously meet the Margin Requirements. Customers must at all times satisfy whatever margin requirement is calculated by DIF. C. DIF Will Issue Margin Calls: DIF will notify Customer through the platform of any failure to meet Margin Requirements in Customer's account. Customer understands that DIF is authorized to liquidate positions in Customer's account in order to satisfy Margin Requirements without prior notice to Customer. D. Liquidation of Positions and Offsetting Transactions: i. Customer expressly waives any rights to receive prior notice or demand from DIF and agrees that any prior demand, notice, announcement or advertisement shall not be deemed a waiver of DIF's right to liquidate any Customer position. Customer understands that, in the event positions are liquidated by DIF, Customer shall have no right or opportunity to determine the securities to be liquidated or the order or manner of liquidation. ii. Customer acknowledges and agrees that DIF deducts commissions and various other fees (including but not limited to market data fees) from Customer accounts and that such deductions may affect the amount of equity in Customer s account to be applied against the Margin Requirements. Customer positions are subject to liquidation as described herein if deduction of commissions, fees or other charges causes Customer s account to have an insufficient balance to satisfy the Margin Requirements. 21. Provisions Relating to Multi-Currency Enabled Margin Accounts: A. Operation of Multi-Currency Accounts: DIF Multi-Currency account function gives DIF Customers the ability to trade securities or commodities denominated in different currencies using a single DIF account denominated in a "base" currency of the Customer's choosing. When a Customer purchases a security or commodity denominated in a currency other than the base currency, a margin loan is established to fund the purchase. This margin loan is secured by Customer funds held by DIF in the Customer's base currency and in other currencies and by Customer's securities and commodities positions to the extent allowed by law. B. Margin: Customer is obligated to maintain sufficient funds in Customer's Multi-Currency enabled account at all times to meet the Margin Requirements set by DIF, or be subject to liquidation of positions as described above. If Customer maintains positions denominated in foreign currencies, DIF system will calculate the margin required to carry those positions by applying exchange rates specified by DIF and translating the foreign currency margin balances into the base currency specified by the Customer (Customer understands that this is a pro forma calculation - no funds will actually be converted for purposes of margin calculations). LIMITATION OF LIABILITY: CUSTOMER ACCEPTS DIF SYSTEM "AS IS", AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, PURPOSE OR APPLICATION; TIMELINESS; FREEDOM FROM INTERRUPTION; OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF
PERFORMANCE. UNDER NO CIRCUMSTANCES SHALL DIF BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING LOSS OF BUSINESS, PROFITS OR GOODWILL. DIF SHALL NOT BE LIABLE TO CUSTOMER BY REASON OF DELAYS OR INTERRUPTIONS OF SERVICE OR TRANSMISSIONS, OR FAILURES OF PERFORMANCE OF DIF SYSTEM, REGARDLESS OF CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE CAUSED BY HARDWARE OR SOFTWARE MALFUNCTION; GOVERNMENTAL, EXCHANGE OR OTHER REGULATORY ACTION; ACTS OF GOD; WAR, TERRORISM, OR DIF'S INTENTIONAL ACTS. CUSTOMER RECOGNIZES THAT THERE MAY BE DELAYS OR INTERRUPTIONS IN THE USE OF DIF SYSTEM, INCLUDING, FOR EXAMPLE, THOSE CAUSED INTENTIONALLY BY DIF FOR PURPOSES OF SERVICING DIF SYSTEM. CUSTOMER ACKNOWLEDGES THAT CUSTOMER IS RESPONSIBLE FOR MAINTAINING ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO CUSTOMER'S DIF ACCOUNT. IN NO EVENT SHALL DIF'S LIABILITY, REGARDLESS OF THE FORM OF ACTION AND DAMAGES SUFFERED BY CUSTOMER, EXCEED THE HIGHEST AGGREGATE MONTHLY COMMISSIONS AND FEES PAID BY CUSTOMER TO DIF. CUSTOMER CONSENT TO ACCEPT ELECTRONIC RECORDS AND COMMUNICATIONS In the interests of timeliness, efficiency and lower costs for our Customers, DIF provides electronic trade confirmations, account statements and other Customer records and communications (collectively, "Records and Communications") in electronic form. Electronic Records and Communications may be sent to Customer's Trader platform or to Customer's e- mail address. By entering into this Agreement, Customer consents to the receipt of electronic Records and Communications regarding all Customer transactions and dealings with DIF, including confirmations, account statements, messages, and notices of any kind. In order to trade using the DIF platform DIF Freedom, and to receive Records and Communications through DIF Freedom, there are certain system hardware and software requirements. Customer must notify DIF immediately of a change in Customer's e-mail address by contacting DIF Customer Service.