A large bank agreed to pay $97 Million, including a $30 Million fine, for compliance failures in its wrap programs. The bank represented in marketing materials and Form ADV that it performed significant initial and ongoing manager due diligence. However, according to the SEC, during a 5-year period from 2010 to 2015 (when it sold its wrap business), the respondent failed to perform such due diligence on several programs and managers because of a lack of internal resources and miscommunications between functions, even though the bank continued to charge significant account level fees to provide such services. The respondent was also charged with overbilling clients as well as using more expensive mutual fund share classes when lower-fee classes were available. As part of the settlement, the bank agreed to pay $3.5 Million in customer remediation and $49.7 Million in fee disgorgement in addition to interest and the fine.
OUR TAKE: Over the last 2 years, the SEC has warned about wrap programs (See e.g. SEC 2017 Exam Priorities Letter) and has brought several cases against wrap sponsors alleging a number of violations: trading away, reverse churning, revenue sharing, mutual fund share classes. In this case, the SEC adds a requirement that the fees charged must be commensurate with the due diligence services provided. This analysis appears borrowed from mutual funds where Boards must ensure the reasonability of fees charged. We recommend that compli-pros perform an internal sweep of wrap practices before the SEC shows up at the front door.