在欧洲，解密的建议激发焦虑，反对

Barely a month after implementing a禁止使用佣金to pay for corporate access, in June, the U.K.’s Financial Conduct Authority stunned the investment community by endorsing a European proposal to sharply curtail the use of trading commissions to pay for research. Stakeholders all along the financial services spectrum have been trying to gauge the likely impact ever since.

“If it happens as proposed, it means a sea change in the way markets operate,” contends Steve Kelly, who runs opinion surveys of analysts and corporate managers for Extel, a London-based data collection unit of Hong Kong’s WeConvene. Among the “unintended consequences,” as he puts it, could be substantial declines in the size and frequency of research commissions, reduced coverage and liquidity — particularly for smaller players — and an overall drop in competition. “Is that healthy for the vibrancy of capital markets?” he asks.

其他人坚持认为，这种最新的发展仅仅是一个近十年前的进程，当一个FCA前任金融服务当局禁止所谓的软美元 - 通过捆绑的交易委员会通过贸易委员会通过未指明的研究费用的做法执行成本 - 支付专有研究以外的任何东西（即不是数据终端，新闻订阅，开销等）。到2006年，美国证券交易委员会纷纷纷纷落后于诉讼。它修订了1934年“证券交易所证券交易法”的安全港提供的参数，允许资产经理在其委员会中纳入截至基金最佳利益的费用，狭隘地定义为“建议，分析和报告”。

Fast forward to spring of this year. The European Securities and Markets Authority issued a 349-page proposal called, collectively, theMarkets in Financial Instruments Directive II(the first MiFID took effect in 2007). Its Article 23 states that research not explicitly paid for in cash is tantamount to a “receipt of inducements from third parties” — essentially a bribe — that European Union member countries should prevent.

几周内，法国协会FrançaisedeLaGestionforpière德国的Bundesverband投资und资产管理，瑞典的福糖胶刻福明和其他行业团体反对。“如果一个不捆绑的情景是发挥出来的，我们认为后果可能对欧洲基金管理行业相当不利，”Philip Middleton，美国银行Merrill Lynch的分析师，2014年专业和其他金融的3号团队领导者All-Europe Research Team在6月的一份报告中写道。“支付研究directly rather than out of dealing commissions could add approximately 7 basis points a year to the cost of managing equity mandates, we think. This in turn could equate to 30 percent to 40 percent of the profit margin from equity mandates.”

A likely result, Middleton concluded, would be to “make Europe a relatively unattractive area for asset management.” (Middleton and BofA Merrill declined further comment.)

Then the FCA endorsed MiFID II, saying in itsJuly Discussion Paperthat U.K. investment managers pay some £3 billion ($5 billion) to brokerages annually, half of which is ostensibly for research. “We have had ongoing concerns about investment managers’ controls over the use of dealing commissions and the conflicts of interest it creates for them as agents to their customers, given the lack of transparency of these costs,” the statement reads. “This is exacerbated by the largely unpriced and opaque market for research.”

Even those who agree that transparency could be improved are taking exception. “The whole idea that we are in some way inducing asset managers to behave in inappropriate ways is completely ludicrous and shows a fundamental misunderstanding of the way the equity market functions,” says one sell-sider in London, who spoke on condition of anonymity. He further calls the FCA hasty in backing ESMA’s plan before hearing from all sides involved. “It plainly admits to looking at just 17 investment managers and finding fault with only 15 of them — that’s a pretty small sample.”

通过奥克托FCA表示,它将接受反馈ber 10. ESMA ended its open-comment period in mid-August, promising to issue a revised final version by March 2015 that will go into effect January 2017. All 28 member nations, including the U.K., must comply (and some could go even further). “This is too premature a matter to comment on,” insists Reemt Seibel, an ESMA communications officer based in Paris.

In the U.S., meanwhile, SEC communications director Gina Talamona declined comment.

But FCA chief executive Martin Wheatley did not. “Research plays a vital part in capital markets. In particular, small- and midcap companies can draw real benefits from research coverage as investors seek out stocks with long-term growth potential,” he tells亚博赞助欧冠, to reassure market participants that their concerns haven’t fallen on deaf ears. “Given the value clients place on research, we believe they will be willing to pay for external research through the investment management fee — exactly as they pay for internal research now. Based on our own extensive work with the buy and sell sides, we believe these changes will encourage greater competition and a wider variety of services, coverage, price structures and distribution models.”

Wheatley强调FCA不会萎靡不振。“我们最近的讨论文件邀请了关于ESMA提案潜在影响的反馈，这将在明年由欧洲委员会最终确定新规则之前通知辩论，”他说。“在临时，我们不打算对U.K中的规则进行任何改变。”

折断剂对FCA进行故障，用于橡皮图夹具II，并无法粘在U.K.的兴趣。“FCA代表了U.K.的观点，”Wheatley回应。“我们在广泛的主题中享有eSMA及其成员的明确和建设性的对话。”

Yet another criticism concerns the fact that the proposal would apply to research on all types of investments, not just equities. Since fixed-income transactions are generally paid through the spread on the instruments, not via dealing commissions, it’s not clear how regulators want this research financed. TheFCA的讨论论文plainly concedes, “We have not explored this issue in our current work.” Wheatley adds, “If ESMA’s proposals are implemented, then portfolio managers would need to consider how they pay for third-party nonequity research and may need to contract for this separately.”

虽然这可能不安慰每个人，但重要的是要注意，FCA和esmA都不倡导彻底禁止。“该提案是对您可能描述的是对可以从交易委员会购买的研究服务的性质的严重限制，”伦敦投资管理协会首席执行官Daniel Godfrey是一个行业集团。“将包括什么并排除在那不是清楚的。”

For instance, the proposal makes an exception for “minor nonmonetary benefits.” What exactly that means is unknown.

有些内部人士承认，研究采购有潜在的利益冲突。“资产经理有效地花费了别人的钱，”允许另一个伦敦的分析师就匿名的条件说话。“但解决方案应更加使用委员会分享安排，更好的披露和可能需要研究预算和经纪人评论，最佳资产经理已经拥有。”

CSA划分公司之间的交易委员会，提供执行和提供研究建议的公司。“CSA是一个漂亮的中途步骤，到你有价格发现的地方，并更好地意识到你对谁的准确性，”基于大型美国基金管理公司的Cio说。“它让你在看起来像艰苦的价格中的不同部分。”

To the end investor, though, the total charges come as one bundled fee — and therein lies one of the regulators’ chief complaints. “If you were designing a system from scratch, there’s no way you would let people pay for research with commissions,” asserts Michael Mayhew, CEO ofIntegrity Research Associates，康涅狄格州Darien，基于康涅狄格州的咨询公司，报告了全球投资研究行业的趋势。“但这就是它的方式，并且已经改变它提出了各种问题。”

单独重新校准支付过程的成本可能是瘫痪。“随着分拆，经纪人将更加努力地资助大型研究办公桌，”理查德小，一名专门从事伦敦Davis Polk＆Wardwell的伦敦办事处的金融监管事项的律师。然而，“投资者目前已经提出了逆势，该投资者目前支付过度的研究，这些研究具有很少的价值，并且对良好的研究有不断的需求。”

If asset managers have to pony up for research from their profit and loss accounts, odds are they will simply buy less of it. “That would harm both the buy side and the sell side,” says Mayhew. Independent boutiques could benefit over time, he points out, if big shops are forced to separate out their research fees as many small providers already do. “But in the short and intermediate terms, midsize and smaller firms will be hurt significantly more than the large ones, which have a more diversified revenue base and the resources to adapt,” he says.

另一个问题涉及研究的适当定价，Notes Edward Wolfe，创始人沃尔夫研究, a New York–based boutique and affiliated broker-dealer. He launched the firm in April 2008, after the demise of Bear Stearns Cos., where he had been a top-ranked analyst for years. (Wolfe was voted onto theAll-America Research Team1999年至2008年间机票和地面运输和前身行业的11次，包括首先八个出场，从那时起让团队更多次。他的公司雇佣了七名高级分析师，其中六名众议院出现在今年的团队。）在某些情况下，他说，客户支付了上限，普遍的季度。在别人中，资产经理在本季度末决定特定销售方提供商的投入值多少钱。“他们的人民在内​​部投票，”研究主任说。“根据你的投票百分比，他们奖励你一定的钱。”

Not surprisingly, this good-faith system can lead to some strife. Wolfe has been unusually public about airing grievances with fund managers he felt had made a systematic decision to pay well below the cost of production for research resources they had consumed. So if the proposals in Europe get people to talk more openly about the value of research, that could be good for firms like his.

Yet many asset managers may forgo independent providers in favor of a big-name firm that can offer access to the initial public offering calendar or other add-on services. “If they have to attribute the specific cost of research to the fund manager’s bottom line, that makes them more discriminating in terms of who they are willing to pay and how much,” says an analyst atCornerstone Macro, a New York–based boutique. “When they pay through commissions, they tend to be very sloppy about what they’re buying.”

Of course, no one can say for sure how asset managers will react. “It’s premature to conclude that clients who obtain research already will absolutely refuse to pay for the same research in any other way than the current model,” says the IMA’s Godfrey. “If research has value, will people not pay for it?”

Similarly, it may be too soon to assert that only the biggest firms can adjust. “No one knows yet who the best adapters will be,” he adds. “I don’t think it will necessarily be only the biggest, the strongest, the fastest.”

He believes that the emphasis should be on resolving potential conflicts of interest, not harping on so-called inducements. “There needs to be a different approach,” he contends, “which would involve a thorough and objective evaluation of the possible negative consequences around price formation, liquidity, capital raising for small caps — to look at those and see whether under a different model one could maintain the benefits of the current regime but also remove or minimize conflicts that exist.”

戈弗雷提倡广泛的方法。“有一个re lots of pieces in the jigsaw, and you need to make sure you can rearrange them without losing some important ones on the floor without noticing,” he says.

Frédéric Surry, head of equities and convertibles at BNP Paribas Investment Partners in Paris, agrees. “The proposed regulatory changes could have serious unintended consequences for our practices and, in the end, for our clients,” he predicts. “If we have to pay for research directly, through our P&L, we are going to become more selective for sure, and our research budget will decline. That will have an impact on our long-term returns. If you have less research, you have less idea generation — and that will mean less returns for clients.”

Instead, Surry proposes a road map of common principles for tracking and evaluating research. It would include a detailed accounting of CSAs, with full disclosure and oversight. “To highlight how we value the research provided by brokers, that is very important,” he declares. “[But] research is not an inducement, as ESMA puts it. It is not a benefit to the asset manager himself — it is linked to the fund, to the strategy behind the investment process.”

He acknowledges that providing greater transparency may not be easy or come without cost. “It will mean more duties for us,” he says. Yet for Surry, research is too important to give up. “If you are based in Paris and want to cover emerging markets, say, you can’t do it alone,” he points out.

但这正是Surry期望更多公司会尝试做的事情。“能够维持自己的全球内部研究的大型资产管理人员将具有巨大的优势，”他预测。“那么专门从事小帽子的经纪人会面临巨大的障碍，不会生存。”

不是每个人都不同意esma和fca。外交关系委员会国际经济学主任Benn Steil，一家总部位于纽约的外交政策智库认为，该提案修复了现有的漏洞规定s。He believes asset managers are overpaying, which causes “a material drag” on fund holders’ returns. “If fund managers had to bear the costs themselves and then recoup them from clients transparently, the fund managers would quite naturally be far more diligent about pushing down those costs.”

然而，Steil不希望华尔街改变。“在美国，目前的安全港政权彻底根深蒂固，许多强大的既得利益都是为了保持这种方式，”他说。

其他观察者认为，监管框架的任何紧缩作为一种抗真鼻穴。“有足够的，合适的规定sin place already,” maintains Ron Geffner, a former SEC enforcement lawyer, currently director of the financial services group at New York law firm Sadis & Goldberg and a vice president of the Hedge Fund Association, an international industry trade group. “The real problem is, regulators have gotten too规定快乐的。”

投资者should already understand how their commission costs are being spent, he says. “If they don’t, they aren’t properly educated or aren’t reading the documents already required,” says Geffner. No amount of disclosure will force shareholders to be well informed. Anyway, he adds, regulators already have the authority to enforce fund managers’ fiduciary obligations.

Charles Trzcinka, a former senior economist with the SEC’s Office of Economic Analysis and now a finance professor at Indiana University, Bloomington’s Kelley School of Business, goes a step further. “This is a rule that solves an imaginary problem,” he says. “Market prices will be less efficient, which will hurt every investor. If the restrictions reduce the number of analysts, which will almost surely happen, investors will definitely be worse off.”

In the coming months, in preparation, financial institutions with international operations need to consider accommodating the different regions where they operate. “Many global investment firms currently operate trading and research platforms that are fully integrated to take advantage of economies of scale, for personnel reasons, and/or for operational alignment,” explains Dan Waters, former director of conduct risk at the FSA and now a a managing director at the ICI Global division of the Investment Company Institute, a mutual fund trade association, in London. Many have incurred “substantial costs” to expand worldwide, he adds, “anticipating that the global practice of using commissions to pay for research would remain consistent cross-border.”

To break up a unified payments system will be not only complicated but expensive. “Given the global nature of much of investment management, there are many different combinations of circumstances — the clients’ jurisdictions, the investment firms’ and their affiliates’ jurisdictions, and the trading jurisdiction,” says Waters. “The adoption of different European rules would cause significant operational complexity, increased compliance burdens and costs, with significant disruption to the efficient and effective provision of research across funds and clients at a global level.”

Global firms could even find it too expensive to operate in Europe, closing the region off from international investors and vice versa. “The end result would be increased fragmentation,” he asserts.

Another collateral cost involves data management. Doug Morgan, president of institutional asset management at Wayne, Pennsylvania–based SunGard Financial Systems, says new规定scould indeed be good for his information technology business. “To the extent that these changes align with technologies we’ve developed, we could build solutions to help our customers address the new scenario,” he says.

Then again, the new rules could constrict budgets. “If you start pricing research in a more competitive open market, you may find it creates a barrier to entry within the asset management industry,” he cautions.

But the worst-case scenario seems to be the current one:不确定性的状态。摩根说：“我们只能在开发解决方案之前才能发展解决方案，”摩根说：“摩根说：”摩根说。“

这提出了这个问题：有当局根本没有想到这件事吗？“The regulators are just saying ‘transparency, transparency, transparency.’ But they’re not really focusing on what are the costs, costs, costs,” comments Mark Williams, a former bank examiner with the U.S. Federal Reserve, now a professor of finance at Boston University. “When regulators say, ‘You’ve got to account for your research spending,’ what they’re really saying is, ‘It’s going to cost you more to do business.’” • •