Wrap Sponsor Failed to Update Compliance Policies for Lower Share Classes

The IA/BD subsidiary of a large bank agreed to pay almost $1.3 Million in disgorgement and a $1.1 Million fine for putting wrap fee clients in funds that paid a 12b-1 fee back to the selling reps.  The SEC faults the firm for failing to recommend that clients move assets into lower-fee share classes as those classes became available over time.  Although the firm disclosed that it may receive 12b-1 fees, it did not disclose that it actually received those fees and that lower classes were available.  The SEC noted that the IA/BD made changes to qualified accounts but failed to implement similar changes to non-qualified accounts.  In addition to best execution, fiduciary, and disclosure violations, the SEC criticized the firm’s compliance program because the respondent failed to update its compliance policies and procedures as institutional share classes became available.

OUR TAKE: A compliance program is not a static exercise that you can set and forget.  As the markets and the business changes, firms must continuously review policies and procedures to determine if they still make sense given new realities.   In this case, the wider availability of institutional share classes necessitated changes to the firm’s compliance practices.