Intermonte SIM and MiFID II
Passed into law in June 2014, the legislative package comprising the revised Markets in Financial Instruments Directive and a new Regulation - the Markets in Financial Instruments Directive 2014/65/EU (“MiFID II”) and Markets in Financial Instruments Regulation (EU) 600/201 (“MiFIR”, together with MiFID II, the “MIFID II new rules”) - sets new rules for the structure of markets and the trading of financial instruments, and prescribes conduct of business standards for the provision of investment products and services. A central theme of the MiFID II reforms is increased transparency. Whilst MiFID I focused on opening up markets to greater competition, MiFID II seeks to shine greater light on business practices, and bring more trading activities on to transparent organised trading venues. In doing so, MiFID II seeks to directly address some of the shortcomings revealed by the financial crisis, such as opacity in derivatives and other over-the-counter markets. MiFID II must be implemented by January 2018. Intermonte SIM is an Investment Firm and as such subject to MIFID II/MiFIR requirements.
The revised Markets in Financial Instruments Directive (MiFID II) and the Markets in Financial Instruments Regulation (MiFIR) use the above client categories to recognise that clients may have different levels of expertise, knowledge and experience, and therefore regulatory protections are tailored accordingly. Retail Clients are afforded the broadest range of regulatory protections, followed by Elective Professional Clients, Professional Clients, and then Eligible Counterparties. Such differences in the regulatory protections under MiFID II cover a broad range of areas including disclosure requirements, obligations when executing client orders, and assumptions which firms can make regarding their clients. Intermonte only has relationships with "Eligible Counterparties" and "Professional Clients". In particular the latter must be aware of the risk affecting the financial instruments negotiated by Intermonte on their behalf (as described in annex 1 and provide information enabling Intermonte to assess the suitability of possible investment advice.
MiFID II rules pertaining to best execution are not entirely new to EU investment firms. Best Execution had already been introduced to the EU investment landscape by the first Markets in Financial Instruments Directive (MiFID) in 2007. Best execution rules are however yet another topic Brussels has put on the agenda of MiFID’s regulatory over-haul. Best execution means achieving the best possible result for customers when executing their orders via execution venues or OTC. The second Markets in Financial Instruments Directive (MiFID II) aims at achieving extensive transparency over investment firms’ order execution modalities. Moreover, investment firms are soon required to install thorough reporting and monitoring mechanisms in order to evaluate whether the execution quality achieved corresponds to the quality promised in their best execution policies. The realm of the existing MiFID regime is significantly broadened. In accordance with MiFID II and the implementing measures, Intermonte SIM is required to take all sufficient steps to obtain the best possible result for clients when executing orders (or receiving and transmitting orders) on their behalf, taking into account factors such as price, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order (execution factors). On January 3, investment firms will need to demonstrate that they have taken all sufficient steps to obtain the best possible result for their clients when executing orders, across all asset classes, including OTC derivatives. Information about Intermonte’s Execution Policy can be found in annex 2.
MiFID II will introduce significant changes to the pre- and post-trade transparency regime for EU financial markets. As part of MiFID II’s enhanced transparency requirements, the responsibility for post-trade publication of trades executed away from a Regulated Market (RM), Multilateral Trading Facility (MTF), Organised Trading Facility (OTF), or Systematic Internaliser (SI) rests with the selling investment firm. PTT provision will require investment firms to make public disclosure of the volume and price of transaction and their time of execution for equities, “equity like” instruments and non-equities. For equities and equity-like instruments, MiFID investment firms will be required to disclose post trade information as close to real-time as possible (i.e. as close to real-time as is technically possible and in any case within 1 minute of the trade time – reduced from 3 minutes under MiFID I). For Bonds, SFPs, Emission Allowances and Derivatives, post-trade information shall be made available as close to real-time as is technically possible, and in any case: a) Until 3 January 2021, within 15 minutes after the execution of the relevant transaction; b) Thereafter, within 5 minutes after the execution of the relevant transaction.
In accordance with MiFID II and the implementing measures, Intermonte SIM will be required to report details of such transactions to the national regulators. Transaction reporting is required by all MiFID-regulated firms for all financial instruments admitted to trading or being traded on an EU trading venue; for which a request for admission to trading has been made; or for financial instruments having an underlying financial instrument traded on an EU trading venue. This is true in each case, even if such transactions are conducted away from a trading venue or on a non-EU (third country) trading venue. The definition of trading venue includes MTFs and RMs. With respect to Intermonte SIM’s relationship with its clients, the following should be noted:
Transaction reports: where two investment firms trade with each other, each will make its own transaction report that reflects the transaction from its own perspective. For most sell-side firms, this is nothing new. However, the new rules mean that investment firms that may have been previously exempt from reporting, including many asset managers, will now have to report (UCITS and AIFMD managers are out of scope for transaction reporting).
Reporting chains: the requirement that transaction reports reflect the transaction from each investment firm’s perspective means it is imperative that the reports by Investment Firm A and Investment Firm B mirror each other, otherwise the transaction reporting chain breaks and does not provide the regulator with visibility of the whole transaction.
To satisfy MiFID II record keeping requirements, Intermonte SIM will enhance timestamps on relevant records in accordance with millisecond granularity.
Conflict of Interest
MiFID II contains detailed provisions dealing with the identification and ongoing management of conflicts of interests. A concise report on the procedure for the management of conflicts of interest is included in annex 3.
This document does not describe all the risks and other important aspects of investments in financial instruments negotiated by Intermonte Sim. Its purpose is to provide some basic information on the risks connected with such investments and services.
Before investing in financial instruments prospective investors should ask their intermediary about the nature and risks of the transactions they are preparing to carry out.
Investors should conclude a transaction only if they understand its nature and the degree of exposure to risk it involves.
Once the risk associated with a transaction has been assessed, before concluding the contract the investor and the intermediary must determine whether the investment is appropriate, with special reference to the investor's net assets, investment goals and experience in investing in financial instruments.
Where Intermonte provides an investment service to a professional client it shall be entitled to assume that, in relation to the financial instruments, transactions and services for which it is so classified, the client has the necessary level of experience and knowledge.
Where that investment service consists in the provision of investment advice to a professional client, Intermonte shall be entitled to assume that the client is able financially to bear any related investment risks consistent with the investment objectives of that client.
PART "A" - Measuring the risk of an investment in financial instruments
In order to appreciate the risk of an investment in financial instruments, the following have to be taken into account:
- the variability of the price of the financial instrument;
- its liquidity;
- the currency in which it is denominated;
- other factors of general risk.
1) Price variability
The price of a financial instrument depends on numerous factors and can vary more or less markedly, according to its nature.
1.1) Equity securities and debt securities
To begin with, it is necessary to distinguish between equity securities (the most common securities of this type are shares) and debt securities (among the most common of which are bonds and certificates of deposit), bearing in mind that:
- buying equity securities means becoming a member of the issuer company and participating fully in its economic risk. Investors in shares are entitled to receive the dividend distributed each year out of the profits made during the reference period as decided by the shareholders' meeting. The shareholders' meeting may, however, decide not to distribute any dividend;
- buying debt securities means becoming a lender to the company or entity that issued them and being entitled to receive the periodic interest payments stipulated in the issue rules and to repayment of the principal at maturity.
Other things being equal, an equity security is riskier than a debt security because the remuneration payable to its holder is tied more closely to the profitability of the issuer. The holder of debt securities, by contrast, risks not being remunerated only if the issuer is in a state of financial distress.
Furthermore, in the event of bankruptcy of the issuer, holders of debt securities may participate with the other creditors in the allotment of the proceeds from the sale of the company's assets -- although such allotment usually takes place after a long delay -- whereas holders of equity securities are virtually certain not to be repaid any of their investment.
1.2) Specific risk and generic risk
For both equity and debt securities, risk can be ideally divided into two components: specific risk and generic (or systematic) risk. Specific risk depends on the characteristics of the issuer (see point 1.3) and can be substantially reduced by investors spreading their investments over securities issued by different issuers (portfolio diversification), whereas systematic risk represents the portion of the variability in the price of a security that depends on the fluctuations of the market and cannot be eliminated through diversification.
Systematic risk on equity securities traded in an organized market stems from the variations in the market as a whole, which can be identified with the movements in the market index.
Systematic risk on debt securities (see point 1.4) stems from fluctuations of market interest rates. The longer the residual life of securities, the greater the repercussions of such fluctuations will be on their prices (and thus on their yields). The residual life of a security at a given date is the length of time that must elapse from that date until its redemption.
1.3) Issuer risk
For investments in financial instruments it is essential to evaluate issuers' financial soundness and business prospects, taking account of the characteristics of the sectors in which they operate. It is necessary to consider that the prices of equity securities always reflect an average of market participants' expectations regarding their issuers' earnings prospects. In the case of debt securities, the risk that issuer companies or financial institutions may not be able to pay interest or repay principal is reflected in the rate of interest investors receive. The greater the perceived riskiness of the issuer, the higher the rate of interest the issuer will have to pay. In order to evaluate the appropriateness of the interest rate paid by a security, one needs to bear in mind the interest rates paid by the issuers that are considered to be the least risky and in particular the yield offered by government securities of equal maturity.
1.4) Interest rate risk
With reference to debt securities, investors need to consider that the effective rate of interest adjusts continuously to market conditions as a result of movements in the prices of the securities. The yield of debt securities will approach that incorporated in the security at the time of purchase only if investors hold them to maturity.
If investors should have to dispose of their investments before the security matures, the effective yield may be different from that offered by the security at the time it was purchased. In particular, for securities for which the interest to be paid is predetermined and not modifiable during the life of the loan (fixed-rate securities), the longer the residual maturity, the greater the variability of the security's price with respect to changes in market interest rates. For example, in the case of a zero-coupon security -- a fixed-rate security that provides for payment of interest in a lump sum at the end of the period -- with a residual maturity of 10 years and a yield of 10% per annum, an increase of 1 percentage point in market rates will cause the price of the security to fall by 8.6%.
Thus, in order to assess the appropriateness of an investment in debt securities, it is important for investors to consider whether, and at what stage, they may need to disinvest.
1.5) The effect of investment diversification. Collective investment undertakings
As mentioned, the specific risk of a given financial instrument can be eliminated through diversification, i.e. by investors spreading their investments over many financial instruments. However, diversification can prove costly and hard to implement for an investor with limited capital. Investors can achieve a high degree of diversification at a low cost by investing their capital in units or shares of collective investment undertakings (investment funds and open-end investment companies - SICAVs). These undertakings invest the funds paid in by savers in the various types of security provided for in their rules or investment plans. Open-end investment funds, for example, allow savers to invest or disinvest by buying or selling fund units on the basis of the theoretical value of a unit, plus or minus the relevant commissions. The theoretical value of a unit is obtained by dividing the value of the entire portfolio managed by the fund, calculated at market prices, by the number of units in circulation. It needs to be stressed that investments in such financial instruments may nonetheless prove risky owing to the nature of the financial instruments in which funds intend to invest (e.g. exclusively in securities issued by companies operating in a particular sector or located in certain countries) or to insufficient diversification of their investments.
The liquidity of a financial instrument consists in the possibility of converting it promptly into cash without losing value. A security's liquidity depends in the first place on the characteristics of the market in which it is traded. As a rule, other things being equal, securities traded in organized markets are more liquid than securities not traded in such markets. This is because the demand for and supply of securities is largely channeled into such markets, so that the prices recorded in them are more reliable indicators of financial instruments' effective value. Nevertheless, it must be borne in mind that disposing of securities traded in organized markets which are hard to access because they are located in distant countries or for other reasons may make it difficult for investors to liquidate their investments and force them to incur additional costs.
3) Foreign currency
Where financial instruments are denominated in currencies different from that of investors' reference currency, in order to measure the overall risk of investments, investors have to take account of the volatility of the exchange rate between the reference currency and the foreign currency the investment is denominated in. Investors need to consider that the exchange rates with the currencies of many countries -- especially those of the developing countries -- are highly volatile, and that the behaviour of exchange rates may influence the overall result of the investment.
4) Other factors of general risk
4.1) Money and assets deposited
Investors should find out about the safeguards provided for the sums of money and assets deposited for the execution of transactions, especially in the event of the intermediary's insolvency. The possibility of regaining possession of the money and assets they have deposited could be affected by specific provisions of law in force in the places where the depository is located or by the orientations of the bodies which, in insolvencies, are empowered to settle the defaulting party's claims and liabilities.
4.2) Commissions and other charges
Before starting to invest, investors should obtain detailed information regarding all the commissions, expenses and other charges that will be payable to the intermediary. Such information must in any case be stated in the investment service contract. Investors must always remember that such charges will be subtracted from any gains on transactions whereas they will be added to any losses.
4.3) Transactions carried out in markets located in other jurisdictions
Transactions carried out in markets located abroad, including transactions in financial instruments that are also traded in domestic markets, may expose investors to additional risks. The regulation of such markets may provide investors with fewer guarantees and less protection. Before carrying out any transaction in such markets, investors should find out about the rules governing the transactions. They should also bear in mind that the Italian supervisory authorities will not be able to ensure compliance with the rules in force in the jurisdiction where the transactions are carried out. Investors should therefore find out about the rules in force in such markets and the actions that can be taken with respect to such transactions.
4.4) Electronic trade support systems
Most electronic and call-auction trading systems are supported by computerized systems for order routing and trade checking, recording and clearing. Like all automated procedures, these systems are subject to stoppages and malfunctioning. The possibility for investors to be indemnified for losses deriving directly or indirectly from the abovementioned events could be impaired by liability limitations established by system providers or markets. Investors should ask their intermediary about any such limitations of liability bearing on the transactions they are preparing to carry out.
4.5) Electronic trading systems
There may be differences between electronic trading systems as well as between them and call-auction systems. Orders to be executed in markets that use electronic trading systems may not be executed in accordance with investors' instructions or may remain unexecuted where a trading system suffers a malfunctioning or stoppage due to its hardware or software.
4.6) Transactions executed outside organized markets
Intermediaries may execute transactions outside organized markets. The intermediary investors choose may also act as the direct counterparty to the customer (i.e. act for own account). In transactions for execution outside organized markets it may prove difficult or impossible to liquidate a financial instrument or measure its effective value and the effective exposure to risk, especially if the instrument is not traded in any organized market. For these reasons such transactions involve higher risks. Before engaging in such activities investors should collect all the relevant information about the transactions, the applicable rules and the consequent risks.
PART "B" - The Riskiness of investments in derivative financial instruments
Derivative financial instruments are characterized by a very high degree of risk which it is difficult for investors to assess because of the instruments' complexity.
Investors should therefore conclude transactions in derivative instruments only if they understand the nature and extent of the exposure to risk they entail. Investors must bear in mind that the complexity of these instruments can more easily result in unsuitable transactions being carried out.
As a rule, trading in derivatives instruments is not suitable for many investors. Once the risk associated with a transaction has been assessed, the investor and the intermediary must determine whether the investment is appropriate, with special reference to the investor's net assets, investment goals and experience in investing in derivative instruments.
Some risk characteristics of the most widespread derivative instruments are described below.
Transactions in futures involve a high degree of risk. The initial margin is low (a few percentage points) in relation to the value of the contracts, and this produces "leverage". This means that a relatively small movement in market prices has a proportionally larger impact on the funds investors deposit with their intermediary: the effect can, of course, be unfavourable as well as favourable. Consequently, investors can lose all the margin they deposit initially and the additional margin deposits they have to make in order to maintain their positions. If the movements in the market are unfavourable to investors, they can be called on to deposit additional funds at short notice in order to maintain their positions in futures; if they do not make the additional deposits requested within the time limits established, their positions are likely to be liquidated at a loss and they will be charged any other liability that arises.
1.2) Orders and strategies designed to reduce risk
Certain types of order designed to keep losses within predetermined limits may prove ineffective because particular market conditions can make it impossible to execute them. Investment strategies that use combinations of positions, such as "standard combination orders", may be just as risky as individual "long" or "short" positions.
Transactions in options involve a high level of risk. Investors intending to trade options should do so only if they understand the operation of the types of contract they intend to trade (puts and calls).
2.1) Buying an option
Buying an option is a highly volatile investment and the probability of its expiring without any value is very high. In this case investors lose the entire price paid for the option plus commissions.
After buying an option investors can hold it until it expires or carry out a transaction of the opposite sign, or else, for "American-style" options, exercise the option before it expires.
Exercising an option can involve either the cash settlement of a difference or the purchase or delivery of the underlying asset. Exercising an option on futures contracts results in taking a position in futures and assuming the related obligations to adjust margins.
Investors intending to buy options on an asset whose market price is very far from the price at which it would be profitable to exercise the option ("deep out of the money") should bear in mind that the possibility of their becoming profitable is remote.
2.2) Selling an option
Selling an option generally involves taking on a much higher risk than buying an option: in fact, the premiums option sellers receive are fixed but the losses they can incur are potentially unlimited. If the market price of the underlying asset moves in an unfavourable direction, option sellers are required to increase their margins in order to maintain their positions. If the option is an American-style option, the seller can be called on at any time to settle the transaction in cash or to purchase or deliver the underlying asset. If the option is on futures contracts, the seller will take a position in futures and assume the related obligations to adjust margins. Sellers of options can reduce their exposure to risk by holding positions in the underlying asset (securities, indices or other) corresponding to the positions associated with the options they have sold.
3) Other risk factors common to transactions in futures and options
In addition to the factors of general risk described in Part A, investors should also consider the following points.
3.1) Terms and conditions of contract
Investors should ask their intermediary about the terms and conditions of the derivative contracts they intend to buy or sell. They should pay particular attention to the conditions on which they can be forced to deliver or receive the assets underlying futures contracts and the expiry dates and procedures for exercising options.In certain circumstances the conditions of contract may be modified by the market supervisory authority or the clearing house in order to incorporate the effects of changes regarding the underlying assets.
3.2) Suspension or limitation of trading and of the relationship between prices
Particular conditions of market illiquidity or the application of certain rules in force in some markets (such as circuit breakers) can increase the risk of losses by making it impossible to carry out transactions or liquidate or offset positions. In the case of positions deriving from the sale of options, this may increase the risk of incurring a loss. Moreover, the relationship that normally exists between the price of the underlying asset and the derivative instrument may not hold when, for example, the futures contract underlying an option contract is subject to price limits but the option is not. The absence of a price for the underlying could make it difficult to judge the significance of the pricing of the derivative contract.
3.3) Foreign exchange risk
Profits and losses on contracts denominated in currencies different from that of investors' reference currency (typically the lira) may be affected by exchange rate movements.
4) Transactions in derivative instruments executed outside organized markets. Swaps
Intermediaries may execute transactions in derivative instruments outside organized markets. The intermediary to which investors give orders may also act as the direct counterparty to the customer (i.e. for own account). In transactions executed outside organized markets it may prove difficult or impossible to liquidate a position or measure its effective value and the effective exposure to risk.
For these reasons such transactions involve higher risk.
Furthermore, the rules applicable to such transactions may be different and offer investors less protection. Before engaging in such activities investors should collect all the relevant information about the transactions, the applicable rules and the consequent risks.
Swaps involve a high degree of risk. There is no secondary market for these contracts, nor is there a standard form. At the most there are standardized model contracts, the details of which are usually adapted case by case. For these reasons it may prove impossible to terminate the contract before the agreed maturity without incurring high costs.
The value of a swap is always nil at the time the contract is signed, but the swap can rapidly assume a negative (or positive) value depending on the behaviour of the parameter to which the contract is linked.
Before signing contracts investors should be certain they understand how and how quickly variations in the reference parameter are reflected in the calculation of the differences they are to pay or receive.
In some situations investors can be called on by their intermediary to deposit margins even before the date fixed for settling the differences.
The counterparty's financial soundness is especially important in these contracts, since investors actually receive payment of any difference in their favour only if the counterparty is solvent.
For contracts signed with third parties, the investor should find out about the soundness of the third party and ascertain that their intermediary will be answerable in the event of counterparty insolvency.
If the contract is signed with a foreign counterparty, the risks associated with the execution of the contract are likely to be greater, depending on the legislation that applies.
Crisis management for financial intermediaries (Bail-in)
Taking effect from 1st January 2016, Legislative Decrees no. 180 and 181 dated 16th November 2015 transposed the EU’s Bank Recovery and Resolution Directive (“BRRD”, Directive 2014/59/EU), which introduced new harmonised rules for the prevention and management of potential crises among banks and investment companies. These rules are based on the new principle that the cost of any banking crisis must be borne by the institution itself, as is the case for any other business.
In detail, Legislative Decree no.180/2015 stipulates that, when the conditions are in place for crisis management procedures to be initiated for a financial intermediary, the Bank of Italy, in its role as Resolution Authority, will order:
- The reduction or conversion of shares, other investments and capital instruments issued by the party in question, where this will allow the resolution of the intermediary’s actual or potential financial difficulties;
- When the above measure is not sufficient to resolve the actual or potential financial difficulties, the adoption of resolution measures or the compulsory winding-up of the intermediary.
As of 16th November 2015, the date when these legislative decrees came into being, the financial instruments indicated in the first point can be subject (regardless of the date of issue) to reduction or conversion of capital instruments and/ or, on or after 1st January 2016, to a Bail-In mechanism.
Activation of Bail-In proceedings means that in the event of a financial crisis at a bank or investment company, its shareholders and creditors may be called upon to absorb losses, thus avoiding the cost of a rescue being shouldered by the Italian State, and therefore by the Italian people. Households and companies that deposit their savings at a bank or investment company are also creditors, and may be involved in the Bail-In.
The financial instruments to be included in the Bail-In proceedings will be deployed according to the following hierarchy:
- Shares and capital instruments, the value of which will be reduced or cancelled;
- Subordinate securities, in the event that the cancellation of the value of the shares is not enough to cover the losses;
- Unsecured bonds, but only if the resources of shareholders and those holding subordinate debt instruments are not enough to cover the losses and recapitalise the intermediary, and as long as the Authority does not decide to exclude these instruments at its discretion in order to avoid the risk of financial contagion and preserve stability;
- Deposits in excess of Eu100,000 held by individuals or small to medium-sized enterprises (SMEs).
The following parties are excluded from “Bail-In” proceedings:
- Deposits of less than Eu100,000 held by individuals and SMEs (which are protected by the deposit guarantee system);
- Liabilities guaranteed as covered bonds and other guaranteed instruments;
- Liabilities coming from holding customer assets, such as the contents of safety deposit boxes or securities held in a dossier;
- Payables to employees, suppliers, the Italian tax agency and pensions’ agencies.
Further information on the “Bail-In” can be found on the Bank of Italy and Italian Banking Association (ABI) websites:
Information regarding the management of conflict interest
In an investment firm providing clients a multitude of investment services as well as corporate financing and consulting services, conflicts of interest are sometimes unavoidable. Therefore, in compliance with the requirements of MIFID II Directive, we would like to provide you the following information regarding our extensive procedures for managing these conflicts of interest.
Such conflicts of interest may arise between Intermonte, our management, our employees, or other persons connected with us and our clients - or between our clients.
Specifically, conflicts of interest may arise:
- from our different business activities, particularly from the Firm's interest in profits from proprietary tradings;
- from our relations with issuers of financial instruments, for example, such as in the case of co-operations;
- in the context of producing investment research concerning securities negotiated;
- as a result of obtaining non-public information;
- from personal relationships of our employees or management or persons connected to them;
- in the course of such persons' participation on supervisory or advisory boards.
In order to avoid having conflicting interests influence, for example, the Firm's advisory services, order execution, or investment research, we and our employees have undertaken to uphold high ethical standards. We expect at all times due and proper, fair and professional conduct, compliance with market standards and, in particular, with clients' interests.
Our firm has a Compliance Officier reporting directly to management, which is responsible for identifying, avoiding and managing conflicts of interest. The specific measures we have in use include:
- the creation of organisational procedures in order to protect the clients' interest in investment advice, such as approvals procedures for research;
- provisions on giving and receiving inducements as well as their disclosure;
- the creation of Chinese walls, the separation of responsibilities and/or physical separation;
- maintaining an insider or observation list for purposes of monitoring sensitive information and preventing any abuse of insider information;
- maintaining a restricted list, which serves, among other things, to counter potential conflicts of interest by prohibiting the execution of transactions, the provision of advisory services or the production of investment research;
- disclosing securities transactions to the Internal Auditor by those employees with respect to which conflicts of interest could arise in the course of their work;
- training our employees;
- where conflicts of interest cannot be avoided, we will disclose these to the relevant clients prior to executing any transaction or providing any advisory service.
We also provide information on relevant potential conflicts of interest in the investment research produced by us, according to applicable rules (CONSOB – Issuers Regulations).
We would be happy to provide you with further details regarding these principles upon request.