1. 300 Montgomery Street, Suite 600
WRAP PROGRAMS
What Sayeth the SEC?
Stephen P. Wilkes, Esq.
300 Montgomery Street, Suite 600
San Francisco, CA 94104

2. Agenda Introduction SEC Focus Program Structuring
• Who Participates • Disclosures • Marketing
• Sponsor and Manager Issues • Rule 3a-4 • Trading Away
• Suitability • ERISA • Other Issues
SEC Enforcement Activity

3. Introduction Evolving continually in marketplace Significant growth
SMA, UMA, TPAM (FA to third party) Asset Allocation Programs, Mutual Fund Programs, Target Date Programs, Mini Accounts, Proprietary v Non Proprietary; Overlay Programs, etc.
Bundle services and /or managers – single fee
Many special rules and complexities – e.g., Form ADV rules, confirms, Rule 3a-4, ERISA

4. SEC and FINRA and State Focus
Under scrutiny – often cited for target enforcement or investor advisory
Investor Bulletin, December , SEC
Reverse churning
Consider program features and advantages
Trading away
Adequate disclosure
Fee reasonableness

5. Program Structure Parties Sponsor, Adviser, Manager:
What do they do? Legal status?
Disclosure, Confirms, Marketing
Rule 3a-4/Investment Company Act , Securities Act
Trading
Suitability
Fees/Compensation
ERISA

6. SEC Enforcement Activity
Areas of interest:
Suitability
Conflicts
Fee reasonableness, reverse churning
Disclosure
Best Execution
Proprietary product

7. SEC Enforcement Activity
Raymond James & Associates
AIG
Barclays
Robert W. Baird & Co.
WFG Advisors, LP
Stifel Nicolaus & Co.
JP Morgan
Riverfront Investment Group

8. Important Information
This presentation is intended for general informational purposes only, and it does not constitute legal, tax or investment advice from The Wagner Law Group.

9. 300 Montgomery Street, Suite 600
WRAP PROGRAMS
What Sayeth the SEC?
Stephen P. Wilkes, Esq.
300 Montgomery Street, Suite 600
San Francisco, CA 94104