引言

下文旨在简要介绍美国证券交易委员会（“SEC”）Sections 13(d)和13(g)的申报要求。下文的概述较笼统，我们建议读者详细阅读法规条款及/或咨询合规专业人士以确定申报要求是否适用于其特定的情况。

表格13D和13G的背景

这些法规适用于“实益拥有”证券交易法Section 12定义的证券的人士。这一般包括您拥有或管理的股份。具体地，就Section 13(d)而言，如您直接或间接拥有以下权力/权利，那么您就将被视为“实益拥有”相关证券：
• 投票权或指导证券投票的权力；
• 处置证券或指导证券处置的权力；或
• 通过期权或权证的行权，或行使可转换证券的转换权在60天内获得证券的“实益所有权”的权利。

要确定您是否“实益拥有”某一类别5%以上的股份，请用您被认为“实益拥有”的数量除以该类别发行在外的总股数。您可依据发行人向美国证监会最新申报的季报或年报（10-Q或10-K）以及之后申报的任意最新报告（表格8-K）来确定发行在外的总股数。在该计算中，您必须将60天内通过期权、权证或其它形式的转换或行权可能获得的股份计入发行在外的股数。 但您无需计入其它人持有的类似未行权或未转换的股份。
 

您必须申报哪些内容

您的首次表格13D申报必须在您持有的股份超过5%临界值的交易日后的10天内完成。表格13D内的披露在申报日当日必须始终为最新的。

您还有义务在发生实质性变化后的2个工作日内及时修订表格13D的申报。“实质性变化”包括买入或卖出1%或以上的报告证券或您控制发行人的意愿发生重大变化。

某些交易者可能可申报被称为“13G”而非“13D”的简化版材料。拥有20%以内的股票的被动投资者或在发行人注册股票类别前拥有5%以上股份的 豁免投资者可选择简化申报。此外，在SEC或在州内注册的顾问如果在正常经营其顾问业务的期间买入了相关证券且不是以影响发行人对公司的控制为目的或造成了此类结果的，则此类顾问可以只申报表格13G。另外，顾问必须已向其代为持有5%以上相关股票的委托账户持有人通知了其潜在的报告义务。首次及修订的表格13G申报适用非常详细的申报临界值及截止日期。
 

重要提示

• 请注意，您的客户及您公司的直接或间接控制人（这可能包括合伙人、股东及母公司）可能有其单独的报告义务。

• 您应独立了解您的表格13D和13G申报义务。关于您是否必须进行申报或修订之前的申报、您必须申报（或修订）哪个表格、以及您必须在何时进行申报，存在很多事实性判断依据，您需自行了解。

• 盈透证券会尽我们最大的努力向您提供通知，但仅会在您超过了某些临界值（5%, 10%, 20%）或在您管理的股份百分比发生重大变动时通知您。可能还有其它会导致您有义务申报表格13D或13G、但盈透证券未能提醒的情况。

• 盈透证券只会在您超过每个临界值时向您发送一次首次申报提醒。只有当您超过了更高一档的临界值（分为5%、10%或20%三挡）时，我们才会重新向您发送首次申报提醒 （即，如您已超过了10%的临界值，则我们不会再通知您您超过了5%的临界值）。因此，在您收到首次申报或修订通知后，请持续监控您的仓位并完成相应的申报。

• 您应监控您管理的账户中特定类别的股票持仓以确保履行了您的表格13D或13G申报及修订义务。

• 通知不包含（也不考虑）某些一般不通过盈透证券交易的证券，即以下主体的股票：

a. 如果不是因为在证券投资法Section 12(g)(2)(G)中被豁免，原本须注册的保险公司；

b. 根据《1940年投资公司法》注册的封闭式投资公司；或

c. 第43部分（title 43）、Section 1639c(d)(6)中定义的“土著公司”。

因此，您应独立考虑及分析您持有的此类股票仓位以满足证券交易法Section 13(d)的要求。

• 提醒完全是基于特定顾问实益所有相关证券而发出的。提醒不会考虑任何可能适用的群组加总规则，如一人或多人同意一起行动来买入，持有、处置或就某发行人的股票投票的情况。

• 发送的提醒仅会考虑盈透证券账户中的仓位，不考虑任何其它外部账户。但您在考虑是否须申报或修订表格13D或13G以及申报哪些内容时应考虑此等外部账户中的持仓。

• 发送的提醒不会考虑盈透证券启用提醒项目之日前您的表格13D或13G申报义务。

• 对于美国微型市值证券（通常为场外市场上市股票）以及在纳斯达克或纽交所上市的市值小于3亿美元且每股股价小于5美元的美股，我们就此类证券从数据供应商处获得的数据可能不总是可靠，因此我们已将这些证券从本通知项目中移除。因此，当您因持有美国微型证券快要超过或已超过产生申报义务的临界值，您不会收到表格13D/13G提醒。在确定申报义务时，您应单独考虑您的美国微型股票持仓。
 

其它信息

有关表格13D和13G的更多信息，请通过以下链接访问美国证监会的网站：

http://www.sec.gov/answers/sched13.htm及

https://www.sec.gov/divisions/corpfin/guidance/reg13d-interp.htm
 

Introduction

Discussion: 

This FAQs is split into three parts. 

• Part A sets outs key information in relation to the Proposed Transfer (as described below).
• Part B covers key legal and regulatory topics that arise as a result of the Proposed Transfer (as described below).
• Part C aims to answer any other questions that you may have and provides some further and more practical information in relation to what will and will not be changing following the Proposed Transfer (as described below). 

PART A – THE PROPOSED TRANSFER

 1. What is the situation currently and why do things have to change?

As you will be aware, at present, your relationship with Interactive Brokers is led by our entity based in the United Kingdom, specifically Interactive Brokers (U.K.) Limited (“IBUK”) and the services provided to you are provided by IBUK and, depending on the products you do business in, our US affiliate Interactive Brokers LLC (“IBLLC”).  At present IBUK utilises what is known as a financial services passport to be able to perform its part of the service provision across continental Europe. Our working assumption is that following the end of the Brexit transitional period later this year, IBUK will lose its financial services passport and that from 1 January 2021 Interactive Brokers will need to make some changes in relation to which legal entity does business with you. 

2. What are the “changes” envisaged above?

We have established a new Interactive Brokers legal entity in Hungary, namely, Interactive Brokers Central Europe Zrt.  (“IBCE”).  We propose to transfer the business that you currently conduct with IBUK and IBLLC to IBCE.  In other words, it is our intention that all of your accounts, investments and services currently provided to you by IBUK and IBLLC will instead be singularly provided by IBCE (for convenience we will refer to this as the “Proposed Transfer”).

3. When will the Proposed Transfer occur? 

We will write to you again ahead of the Proposed Transfer. 

4. Who is IBCE? What sort of a firm is it?

IBCE, an investment service provider, is licensed and authorized by the Central Bank of Hungary.  IBCE’s regulatory status and profile is very similar to IBUK’s.  This is because both IBCE and IBUK are authorised pursuant to the second Markets in Financial Instruments Directive (Directive 2014/65/EU). This is an EU-wide piece of legislation the purpose of which is to, as much as possible, harmonise how investment firms are regulated across the EU. 

This does not mean there are not some differences between the legislation that applies to your relationship with IBUK and IBLLC at present and that which will apply once your account is transferred to IBCE.  We explain this in more detail in Part B of this FAQs. 

5. What are IBCE’s legal details? 

Interactive Brokers Central Europe Zrt. is registered as a private company limited by shares (registration number 01-10-141029) and is listed in the Register of Companies maintained by the  Metropolitan Court of Registration. Its registered address is Budapest, Madách Imre út 13-14, 1075.

6. Who will regulate IBCE and what are their contact details? 

The Central Bank of Hungary will be the competent regulator for IBCE (in the same way that the Financial Conduct Authority is the competent regulator for IBUK).  The  Central Bank of Hungary’s contact details are set out below: 

Location

Central Bank of Hungary

1054 Budapest

Szabadság tér 9.

Hungary

Postal Address

Magyar Nemzeti Bank

BKKP Pf. 777

Client Service, client complaints 

Address: 1013 Budapest, Krisztina krt. 39.

E-mail: ugyfelszolgalat@mnb.hu

Phone:  +36 80 203 776

 7. Where does IBCE fit with respect to the broader Interactive Brokers Group? 

IBCE is a wholly-owned subsidiary that sits within the broader Interactive Brokers Group.

8. What does the Proposed Transfer mean for me? Will there be any material impacts? 

The Proposed Transfer may have a material impact if you currently trade products that you will be restricted from trading following the transfer.  It is very important that you read these FAQs carefully, and in full, and make sure that you understand what the changes are for you.

9. What do I have to do if I want to continue doing business with Interactive Brokers? 

If you would like to continue to do business with Interactive Brokers, we require your cooperation and action. 

Specifically, we need you to consent and agree to the Proposed Transfer and the Customer Agreement and other Documents available under the Important Information section of the Proposed Transfer process and to the regulatory matters outlined in the Covering Letter, the Important Information and Consent sections of the Proposed Transfer process.  You can do this by following the instructions in the Covering Letter. 

To be clear, you do not have to consent to the Proposed Transfer if you feel that you may be adversely affected by it.  However, you should be aware that if you decide to decline, IBUK may not be able to keep servicing your account at the end of the Brexit transition period.  If that happens, your account will be restricted from opening new transactions or transferring new assets.  You always have the ability to transfer your account to another broker.  If you wish to decline, please follow the instructions in the Covering Letter. 

In either case, we ask that you read the entirety of this FAQs and the Covering Letter before deciding to consent to or decline the Proposed Transfer.

10. What happens next? 

If you consent to the transfer, please complete all actions detailed in the Covering Letter and we will prepare your account for the Proposed Transfer.  Following the Proposed Transfer, IBCE will write to you with further information about your new relationship with them.

PART B – LEGAL AND REGULATORY CHANGES THAT YOU SHOULD BE AWARE OF

1. What terms and conditions will govern my relationship with IBCE following the Proposed Transfer? Are these different to the ones that currently apply? 

Trades that you conduct after the Proposed Transfer will be governed by the new Customer Agreement between you and IBCE.  A copy of the new Customer Agreement is available in the Important Information section of the Proposed Transfer process.  Please see the response to Question A3 above in relation to the timing for the Proposed Transfer.

2. What conduct of business rules (including best execution) will apply to my relationship with IBCE? Are there any material differences that will apply to my relationship with IBCE compared to those that apply to my existing relationship with IBUK? 

There are some changes to be aware of, which we explain below. 

If you do business with IBUK on a “carried” basis (in other words, you trade index options, futures and futures options and IBUK carries your account and custodies your assets) then the Financial Conduct Authority’s conduct of business rules currently apply to you.  These rules are based heavily on the recast Markets in Financial Instruments Directive, the Markets in Financial Regulation and various delegated directives and regulations (collectively, “MiFID”).  In relation to best execution, where it applies, IBUK must take all sufficient steps to achieve the best possible result for you when we execute your order. 

If you currently do business with IBUK on an “introduced” basis (in other words, you trade products outside of those mentioned in the previous paragraph and you have a relationship with both IBUK and its US affiliate, IBLLC) a mix of conduct of business rules will currently apply to you. For instance, with respect to the introduction of your business to IBLLC, the Financial Conduct Authority’s conduct of business rules will apply (see above in relation to these).  Once introduced to IBLLC, the relevant U.S. Securities and Exchange Commission and U.S. Commodity Futures Trading Commission rules and regulations (among others) will apply to IBLLC’s role (including its obligations in relation to best execution and custody). 

Please note that it is of course possible that your business is split across these two scenarios (in other words some of your business is conducted on a “carried” basis while some of it is conducted on an “introduced” basis). 

Going forward, the distinction between “carried” and “introduced” business will no longer apply and in each case set out above, Hungarian conduct of business rules will exclusively apply to your relationship with IBCE.  Similar to the UK Financial Conduct Authority’s rules, the Hungarian conduct of business rules are based on MiFID and IBCE’s obligations in relation to best execution will largely mirror those that currently apply to IBUK. 

In our view, while the rules that apply to our relationship will change, we do not consider such changes to be material or to result in a lesser degree of protection being afforded to you.

3. How will my investments that I custody with IBCE be held from a legal/regulatory perspective? Are there any material differences that will apply to my relationship with IBCE compared to those that apply to my existing relationship with IBUK? 

The rules that currently apply depends on the sort of business that you presently have with IBUK (please see the response to Question B2 above).  Where you conduct “carried” business with IBUK, the Financial Conduct Authority’s client asset (or “CASS”) rules will apply.  These rules are based heavily on MiFID.  Where you conduct “introduced” business with IBUK and IBLLC, the US custody rules will apply to your custody assets. 

Going forward, as set out above, the distinction between “carried” and “introduced” business will no longer apply and in each case set out above, Hungarian custody rules will exclusively apply to your relationship with IBCE.  Like the UK Financial Conduct Authority’s rules, the Hungarian conduct of business rules are based on MiFID. 

4. How am I protected against loss? Are there any material differences that will apply to my relationship with IBCE compared to those that apply to my existing relationship with IBUK? 

Currently, your eligible assets are protected from loss either under the US Securities Investor Protection Corporation at an amount of up to USD 500,000 (subject to a cash sublimit of USD 250,000) or the UK Financial Services Compensation Scheme at an amount up to £50,000 (which regime applies depends on the relevant segment of your IBUK account, as explained in the response to Question B2 above).  After the Proposed Transfer, the Hungarian Investor Protection Fund according to Act CXX of 2001 on the Capital Market may protect your assets from loss, at an amount up to a maximum of EUR 100,000, should IBCE default and be unable to meet its obligations to you. 

Hungary's compensation scheme is similar to the compensation scheme you have access to in the UK,   The purpose of the Fund is to pay compensation to you in the event that:

• the Central Bank of Hungary initiates liquidation proceedings of IBCE , or
• a court orders the liquidation of IBCE. 

 IBCE is a member of the Fund. 

The compensation provided by the Fund covers claims arising from contracts entered into within the agreement with IBCE of brokerage activity, securities custody, securities account management and client account management activities performed by IBCE.

You can only make a claim after a firm goes out of business and its assets have been liquidated and distributed to those who are owed money. Please check the details of the schemes for any limits that apply – not all losses will be covered as there are maximum levels of compensation.   The Fund will pay you compensation for the amount you have lost up to a maximum of EUR 100,000. The amount paid by the Fund is:

• 100% up to the limit of the EUR equivalent of one million forints (EUR 2,800 on 12th December 2020),
• above one million forints: 1 million forints and 90% of the part above one million forints to a maximum of EUR 100,000.

5. How do I make a complaint to IBCE? Are there any material differences that will apply to my relationship with IBCE compared to those that apply to my existing relationship with IBUK? What if my complaint relates to something that happened while I was a customer of IBUK? 

The General Business Rules of IBCE sets out how to lodge a complaint with IBCE.  The complaints handling procedures are materially similar to those that apply to your existing relationship with IBUK.  If the substance of your complaint relates to something that happened prior to the Proposed Transfer, then you should address your complaint to IBUK.  IBUK will remain authorised as an investment firm post-Brexit.  Its current contact information will stay the same should you need to contact IBUK.

6. After the Proposed Transfer, will I still have access to the Financial Ombudsman Service? 

In case of complaint, investors should follow the complaints procedure as referred to in the Customer Agreement.  As explained in the Original FAQs, once the Proposed Transfer has taken place, the UK Financial Ombudsman Service will cease to have jurisdiction over any complaints that you may have in respect of IBUK.  However, please be aware that Hungary has a dispute resolution scheme operated by the Central Bank of Hungary in the form of the Financial Arbitration Board (“FAB”). The FAB is a free and independent statutory dispute resolution scheme for financial services. You may be eligible to make a complaint to the FAB if you are a retail customer.  Details of FAB can be found on https://www.mnb.hu/en/hungarian-financial-arbitration-board

 The FAB can be contacted at: 

Postal Address

Financial Arbitration Board

1525 Budapest

Pf. 172

Email

ugyfelszolgalat@mnb.hu

7. How will my personal data be processed and protected? Are there any material differences that will apply to my relationship with IBCE compared to those that apply to my existing relationship with IBUK in this context? 

Please see the Original FAQs for further information. In summary there will be no material change.

PART C – OTHER PRACTICAL QUESTIONS AND NEXT STEPS

1. Who should I contact before the Proposed Transfer takes place and after the Proposed Transfer if I have any questions in the ordinary course? 

Generally speaking, you should contact IBUK with any questions that you may have prior to the Proposed Transfer, and you should contact IBCE with any questions that you may have following the Proposed Transfer taking place.  Regardless of who you contact at Interactive Brokers, we will ensure your query is promptly dealt with and we will help you to connect with the right person or department.

2. Will the range of products offered be the same? 

IBCE and IBUK offer the same range of products for all categories except metals and forex. The differences in the offerings are as follows: 

• Metals CFDs are offered by IBCE but spot and OTC metals futures are not.
• Trading securities and derivatives in all the same markets you can now but if you trade outside of the Allowed Deposit Currencies (see #7) and the transaction results in a long cash balance we will auto-convert to your base currency.  If the transaction results in a short cash balance there will be no further action by IBCE as you can borrow in all available IBKR global currencies.
• Foreign exchange spot trades at IBCE must be connected to an investment service transaction and its resulting cash flows.  To comply with this regulation, you will no longer be able to trade currencies on a speculative basis. 

For further information please see  “IBCE Multi-Currency Account Foreign Exchange Restrictions Disclosure”.

3. Will the range of services be the same? 

There are two changes to the services you are currently offered: 

• IBCE offers financing for securities and commodities trades but cannot support withdrawals of borrowed funds.  You will be free to withdraw any free cash not needed to support your open positions.  If you would like to withdraw additional funds, you can sell positions and withdraw the proceeds.
• GFIS investment research will not be available to clients of IBCE; however GFIS market data and news service offerings are unaffected.

4. I currently trade OTC derivatives with IBUK – what will happen to my open positions? 

Your open positions will be transferred to IBCE and you will face IBCE rather than IBUK.  You will no longer have any legal relationship with IBUK in relation to those positions.  We will separately provide you with an updated Key Investor Information Document (please follow the link to the PRIIPs KID landing page in the Covering Letter).

5. What happens to any security I have granted to IBUK/IBLLC as part of a margin loan? 

If you have granted security or collateral to IBUK/IBLLC, this will transfer to IBCE - upon the Proposed Transfer taking place. You will be presented with two new contracts for your existing margin loan:

• Investment Loan contract
• Securities Lending Framework contract

These will operate similarly to your existing margin loan account with the only difference being you will pay service fees to IBCE for entering into the stock borrow transaction on your behalf instead of paying interest.  This may have tax consequences depending on your country of residence.

6. Will I have access to the same trading platform or be subject to any software changes following migrations? 

The migration will have no impact upon the software you use to trade or administer your account.  The technology will remain the same as it is today.

7. Will all account balances be transferred at the same time and what is the timing? 

IBCE will support a limited number of deposit currencies.  The following ten cash deposit currencies, the “Allowed Deposit Currencies” are:

• EUR, USD, GBP, CHF, DKK, NOK, SEK, HUF, CZK and PLN

You will be required to nominate a base currency from the Allowed Deposit Currencies and if you hold long cash balances in other currencies, you will be required to convert those balances to one of the Allowed Deposit Currencies before migration.

In accordance with the client asset protection rules in Hungary, client funds must  be protected in the same form that they were received by the broker.  This contrasts with your previous broker, IBUK and/or IBL, whose regulatory client asset rules allowed them to protect your funds in equivalent value in another currency.  

Short currency balances are unaffected.  You may borrow in any currency that the IBKR group offers.

All cash balances, with the exception of accruals (e.g., interest, dividends) will be transferred at the same time. Once accruals have been settled and posted to cash, they will automatically be swept to IBCE. Once all accruals have been swept, your current account at IBUK or IBLLC will be closed and inaccessible for trading purposes. You will still be able to access this closed account via the Client Portal for purposes of viewing and printing historical statements.

8. Will all security, derivative and commodity positions be transferred at the same time? 

All positions will be transferred to your new account at the same time except for OTC metals futures and spot metals.  You will be requested to trade out of those positions before conversion to an IBCE account.

9. What will happen to my current account following migration? 

Your current account will close once all accruals have been posted to cash and transferred to the migrated account.  Once closed, it will be inaccessible for trading purposes, however, it will remain accessible via an account selector from the Client Portal for purposes of viewing and printing historical statements.

10. Will IBKR’s commissions, interest and fees change when my account is migrated? 

IBKR commissions and fees on trading products do not vary by the broker your account is maintained with.

There are changes to the interest and fees on cash balances. IBCE will not pay interest on credit balances as Hungarian law that governs investment service companies prohibits the payment of interest.  IBCE will charge a currency handling fee for cash balances in currencies that have negative interest rates.

11. Will my trading permissions change when my account is migrated? 

No. Your trading permissions will not change when your account is migrated for products that IBCE supports. As discussed in (2) above, spot metals and OTC metal futures will not be available.

12. Will open orders (e.g., Good-til-Canceled) be carried over when my account is migrated? 

Open orders will not be carried over to the new account and we recommend that clients review their orders immediately following the migration to ensure that the open orders are consistent with their trading intentions.

13. Will I be subject to the U.S. Pattern Day Trading ("PDT") Rule once my account is migrated? 

No. You will no longer be subject to the PDT rule.

14. Will I receive a single, combined annual activity statement reflecting the activity in both my IBUK and IBCE accounts? 

No.  Separate daily, monthly and annual activity statements will be provided for each of your IBUK and IBCE accounts covering activity during the period each was open. Activity statements will be posted to the Client Portal under the Reports/Tax Docs menu option and you will need to toggle between the two accounts to access their respective statements.

15. Will the current cost basis of positions be carried over when my account is migrated? 

Yes, this migration will have no impact upon the cost basis of your positions.

16. Will the migrated account retain the same configuration as the current account? 

The configuration of the account following migration will match that of the current account to the extent permissible by regulation.  This includes attributes such as margin capability, market data, additional users, and alerts.  Client’s holding restricted products (with the exception of OTC metals futures and spot metals), may migrate such positions but won’t be allowed to increase the position.

OTC metals futures and spot metals must be closed in your current IBUK account.

17. Will my login credential change? 

No.  Your username, password, and any 2-factor authentication process in place for your existing account will remain active following migration. You will, however, be assigned a new account ID for your migrated account.

Discussion:

This Information Leaflet is split into three parts.

• Part A sets outs key information in relation to our proposal to transfer your business.
• Part B covers key legal and regulatory topics that arise as a result of the arrangements covered in Part A.
• Part C aims to answer any other questions you may have and provide some further and more practical information in relation to what will and will not be changing following the Proposed Transfer.

 PART A – THE PROPOSED TRANSFER

1. What is the situation currently and why do things have to change?

As you would be aware, at present, your relationship with Interactive Brokers is led by our entity based in the United Kingdom, specifically Interactive Brokers (U.K.) Limited (“IBUK”) and the services provided to you are provided by IBUK and, depending on the products you do business in, our US affiliate Interactive Brokers LLC (“IBLLC”). At present IBUK utilises what is known as a financial services passport to be able to perform its part of the service provision across continental Europe. Our working assumption is that following the end of the Brexit transitional period later this year, IBUK will lose the ability to do so and that from 1 January 2021 Interactive Brokers will need to make some changes in relation to which legal entity does business with you. 

2. What are the “changes” envisaged above?

We have established a new Interactive Brokers legal entity in Luxembourg, specifically, Interactive Brokers Luxembourg SARL (“IBLUX”). The proposal is to transfer the business that you currently conduct with IBUK and IBLLC to IBLUX. In other words, it is our intention that all of your accounts, investments and services currently provided by IBUK and IBLLC will instead be singularly provided by IBLUX (for convenience we will refer to this as the “Proposed Transfer”). 

3. When will the Proposed Transfer occur?

We will write to you again ahead of the Proposed Transfer.

4. Who is IBLUX? What sort of a firm is it?

IBLUX was granted authorisation by the Luxembourg Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier, CSSF) to operate as an investment firm in November 2019. IBLUX’s regulatory status and profile is very similar to IBUK’s. This is because both IBLUX and IBUK are authorised pursuant to the second Markets in Financial Instruments Directive. This is an EU-wide piece of legislation whose purpose is to, as much as possible, harmonise how investment firms are regulated. 

This does not mean there are not some differences between the regulations that apply to your relationship at present and those that will apply once your account is transferred. We explain these in more detail in Part B of this article. 

5. What are IBLUX’s legal details?

Interactive Brokers Luxembourg SARL is registered as a private company limited by shares (société à responsabilité limitée)  (registration number B229091) in the register of companies for Luxembourg. Its registered address is 4, rue Robert Stümper, L - 2557 Luxembourg. We are still finalising IBLUX’s day-to-day contact details and will be in touch with these in due course.   

6. Who will regulate IBLUX and what are their contact details?

The Luxembourg Financial Sector Supervisory Commission (CSSF) is the competent regulator for IBLUX (in the same way that the Financial Conduct Authority is the competent regulator for IBUK). The Luxembourg Financial Sector Supervisory Commission’s (CSSF) contact details are set out below:

Location

Commission de Surveillance du Secteur Financier

283, route d’ArlonL-1150

Luxembourg 

Postal Address

Commission de Surveillance du Secteur Financier

L-2991 Luxembourg

7. Where does IBLUX fit with respect to the broader Interactive Brokers group?

IBLUX is a wholly-owned subsidiary that sits within the broader Interactive Brokers Group.

8. What does the Proposed Transfer mean for me? Will there be any material impacts?

We do not anticipate any material impacts. Nonetheless, it is very important you read this article and make sure you understand what the changes are.

9. What do I have to do if I want to continue doing business with Interactive Brokers?

If you would like to continue to do business with Interactive Brokers we require your cooperation and action.

Specifically, we need you to consent and agree to the Customer Agreement and other Documents attached to the Covering Letter and to the regulatory matters outlined in the Covering Letter. You can do this by following the instructions in the Covering Letter.

To be clear, you do not have to consent to the Proposed Transfer if you feel you may be adversely affected by it. However, you should be aware that if you decide to decline, IBUK will likely not be able to keep servicing your account at the end of the Brexit transition period. If that happens, your account will be put in liquidation and we will ask you to transfer your assets to another broker. If you wish to decline, please follow the instructions in the Covering Letter.

In either case, we ask that you read the entirety of this Information Leaflet and the Covering Letter before deciding to consent to or decline to the Proposed Transfer.

10. What happens next?

If you consent to the transfer, please complete all actions detailed in the Covering Letter and we will prepare your account for the Proposed Transfer. Following the Proposed Transfer, IBLUX will write to you with further information about your new relationship with them.

PART B – LEGAL AND REGULATORY CHANGES THAT YOU SHOULD BE AWARE OF

1. What terms and conditions will govern your relationship following the Proposed Transfer? Are these different to the ones that currently apply?

Trades that you conduct after the Proposed Transfer will be governed by the new Customer Agreement between you and IBLUX. A copy of the new Customer Agreement will be presented to you online when you are provided with an opportunity to consent. Please see question A3 above in relation to the timing for the Proposed Transfer.

2. What conduct of business rules (including best execution) will apply to my relationship with IBLUX? Are there any material differences that apply to my relationship with IBLUX when compared to my existing relationship led by IBUK in this context?

There are some changes to be aware of, which we explain below.

If you do business with IBUK on a “carried” basis (in other words, you trade index options, futures and futures options and IBUK carries your account and custodies your assets) then the Financial Conduct Authority’s conduct of business rules currently apply to you. These rules are based heavily on the recast Markets in Financial Instruments Directive, the Markets in Financial Regulation and various delegated directives and regulation (collectively “MiFID”). In relation to best execution, where it applies, IBUK must take all sufficient steps to achieve the best possible result for you when we execute your order.

If you currently do business with IBUK on an “introduced” basis (in other words, you trade products outside of those mentioned in the previous paragraph and you have a relationship with both IBUK and its US affiliate, IBLLC) a mix of conduct of business rules currently apply to you. For instance, with respect to the introduction of your business to IBLLC, the Financial Conduct Authority’s conduct of business rules apply (see above in relation to these). Once introduced to IBLLC, the relevant U.S. Securities and Exchange Commission and U.S. Commodity Futures Trading Commission rules and regulations (among others) apply to IBLLC’s role (including its obligations in relation to best execution and custody).

Note more generally that it is of course possible that your business is split across these two scenarios (in other words, some of your business is conducted on a “carried” basis while some of it is conducted on an “introduced” basis).

Going forward, the distinction between “carried” and “introduced” business will no longer apply and in each case set out above, Luxembourg conduct of business rules will exclusively apply to your relationship with IBLUX. Like the UK Financial Conduct Authority’s rules, these are based heavily on MiFID and IBLUX’s obligations in relation to best execution mirror those that currently apply to IBUK.

In our view, while the rules that apply to our relationship will change, we do not consider such changes to be material or to result in a lesser degree of protection being afforded to you.

3. How will my investments that I custody with IBLUX be held from a legal/regulatory perspective? Are there any material differences that apply to my relationship with IBLUX when compared to my existing relationship led by IBUK in this context?

The rules that currently apply depends on the sort of business you presently have with IBUK (see B2 above). Where you conduct “carried” business with IBUK the, Financial Conduct Authority’s client asset (or “CASS”) rules will apply. These are based heavily on MiFID. Where you conduct “introduced” business with IBUK and IBLLC, the US custody rules will apply to your custody assets.

Going forward, as set out above, the distinction between “carried” and “introduced” business will no longer apply and in each case set out above, Luxembourg custody rules will exclusively apply to your relationship with IBLUX. Like the UK Financial Conduct Authority’s rules, these are based heavily on MiFID.

4. How am I protected against loss? Are there any material differences that apply to my relationship with IBLUX when compared to my existing relationship led by IBUK in this context?

Currently your eligible assets are protected from loss either under the US Securities Investor Protection Corporation or the UK Financial Services Compensation Scheme (which regime applies depends on the relevant segment of your IBUK account, as explained above in B2). After the Proposed Transfer, the Luxembourg Investor Compensation Scheme (Système d’indemnisation des investisseurs, SIIL) will protect your assets from loss should IBLUX default and be unable to meet its obligations to you.

Luxembourg’s compensation scheme is similar to the compensation scheme you have access to in the UK, albeit with a lower limit. The purpose of the Luxembourg Investor Compensation Scheme (Système d’indemnisation des investisseurs, SIIL) is to pay compensation to you (subject to certain limits) if you have invested money or investment instruments in either of the following cases:

• An authorised firm that the CSSF has decided is not in a position to repay investors/meet its obligations, or
• A court ruling prevents the firm from returning your investment.

The scheme is operated by the Luxembourg financial markets authority (Commission de Surveillance du Secteur Financier, CSSF) and managed by the Council of protection of depositors and investors (Conseil de protection des déposants et des investisseurs, CPDI). If a member firm of the scheme goes out of business and cannot return your money or investment instruments, you may be able to claim compensation from the scheme.

IBLUX is a member of the scheme.

The scheme covers investment products including:

• Public and private company shares
• Units in collective investment schemes
• Tracker bonds
• Futures and options

Usually you can only make a claim after a firm goes out of business and its assets have been liquidated and distributed to those who are owed money. Check the details of the schemes for any limits that apply – not all losses will be covered as there are maximum levels of compensation. The Luxembourg Investor Compensation Scheme (Système d’indemnisation des investisseurs, SIIL) will pay you compensation for the amount you have lost, up to a maximum of €20,000.

5. How do I make a complaint to IBLUX? Are there any material differences that apply to my relationship with IBLUX when compared to my existing relationship led by IBUK in this context? What if my complaint relates to something that happened while I was a customer of IBUK?

The new Customer Agreement sets out how to lodge a complaint with IBLUX. The procedures are materially similar to those that apply to your existing relationship with IBUK. If the substance of your complaint relates to something that happened prior to the Proposed Transfer, then you should address your complain to IBUK. IBUK will remain authorised as an investment firm post-Brexit. Its current contact information will stay the same should you need to contact IBUK.

6. Will I still have access to the Financial Ombudsman?

In case of a complaint, investors should follow the complaints procedure as referred to in the Customer Agreement. Once the Proposed Transfer has taken place, the UK Financial Ombudsman Service will cease to have jurisdiction over any complaints.

7. How will my personal data be processed and protected? Are there any material differences that apply to my relationship with IBLUX when compared to my existing relationship led by IBUK in this context?

There will be no material change.

PART C – OTHER PRACTICAL QUESTIONS AND NEXT STEPS

1. Who should I contact before the Proposed Transfer takes place and after the Proposed Transfer if I have any questions in the ordinary course?

Generally speaking, you should contact IBUK with any questions prior to the Proposed Transfer and you should contact IBLUX with any questions following the Proposed Transfer. Regardless of who you contact at Interactive Brokers, we will ensure your query is promptly dealt with and will help you to connect to the right person or department.

2. Will the range of products and services offered be the same?

Our current expectation is that the majority of products that can be traded in the IBUK account will be offered by IBLUX. However, there are some limitations.  However, IBLUX will not offer the ability to transact leveraged foreign exchange or to adhere to the Stock Yield Enhancement Programme that is currently available to you. Clients that are residents of Luxembourg will also be restricted from trading Bonds.

Please note that IBLUX offers financing for securities and commodities trades but cannot support withdrawals of borrowed funds. You will be free to withdraw any free cash not needed to support your open positions. If you would like to withdraw additional funds, you can sell positions and withdraw the proceeds

To the extent you are impacted by this, we will separately get in touch with you.

3. I currently trade OTC derivatives with IBUK – what will happen to my open positions?

Your open positions will be transferred to IBLUX and your position will face IBLUX rather than IBUK. You will no longer have any legal relationship with IBUK in relation to those positions.

We will separately provide to you an updated  Key Information Document (please follow the link to the PRIIPs KID landing page in the Covering Letter).

4. What happens to any security I have granted IBUK as part of a margin loan?

If you have granted security or collateral to IBUK/IBLLC, it will transfer to IBLUX upon the Proposed Transfer. We do not anticipate you needing to take any steps to reflect the change in beneficiary, although we may need to take some administrative steps of our own to update security registers with the change in details. This should, however, not affect our priority or otherwise affect the date from which the security is valid.

5. Will I have access to the same trading platform or be subject to any software changes following migration?

The migration will have no impact upon the software you use to trade or administer your account. The technology will remain the same as it is today.

6. Will all account balances be transferred at the same time? What will happen to my current account following migration?

All balances, with the exception of accruals (e.g., interest, dividends) will be transferred at the same time. Once accruals have been posted to cash, they will automatically be swept to the migrated account

7. What will happen to my current account following migration?

Once all accruals have been  swept, your current account will be closed and inaccessible for trading purposes. You will still be able to access this closed account via the Client Portal for purposes of viewing and printing archived activity and tax statements.

8. Will IBKR’s commissions and fees change when my account is migrated?

No. IBKR commissions and fees do not vary by the broker your account is maintained with.

9. Will my trading permissions change when my account is migrated?

Following migration, you will be restricted from engaging in leveraged forex transactions.

10. Will open orders (e.g., Good-til-Canceled) be carried over when my account is migrated?

Open orders will not be carried over to the new account, and we recommend that clients review their orders immediately following the migration to ensure that the open orders are consistent with their trading intentions.

11. Will I be subject to the U.S. Pattern Day Trading Rule once my account is migrated?

12. Will I receive a single, combined annual activity statement at year end?

No. You will receive an annual statement for your existing account which will cover the period starting January 1, 2020 through the date of migration and a second annual statement for your new account which will cover the period starting from the migration date through December 31, 2020.

13. Will the current cost basis of positions be carried over when my account is migrated?

Yes, this migration will have no impact upon the cost basis of your positions.

14. Will the migrated account retain the same configuration as the current account?

The configuration of the account following migration will match that of the current account to the extent permissible by regulation. This includes attributes such as margin capability, market data, additional users and alerts.  In limited instances, an account will be migrated to a jurisdiction where the full scope of product eligibility cannot be offered. Client’s holding restricted products may migrate and maintain or close such positions but won’t be allowed to increase the position.