RBC Capital Markets Consents to SEC Share Class Sanctions
The firm is accused of disadvantaging certain retirement plan and charitable organization brokerage customers by failing to recognize and act on the fact that they were eligible for less expensive share classes.
RBC Capital Markets LLC has submitted an offer of settlement to the U.S. Securities and Exchange Commission (SEC) in connection with administrative proceedings in which the brokerage firm is accused of disadvantaging some of its retirement plan and charitable organization clients.
In a newly issued SEC order, the financial markets regulator says it has determined it will accept the settlement offer, in which RBC neither admits nor denies the SEC’s allegations.
According to summary information in the order, from at least July 2012 through August 2017, RBC “disadvantaged certain retirement plan and charitable organization brokerage customers who maintained accounts at RBC by failing to ascertain that they were eligible for a less expensive share class, and recommending and selling them more expensive share classes in certain open-end registered investment companies (mutual funds) when less expensive share classes were available.”
These allegations closely echo those included in a sizable—and growing—number of other sanctions secured by the SEC after the conclusion of its 2018 “Share Class Selection Disclosure Initiative.” That initiative opened up a window during which brokerage firms and registered investment advisers (RIAs) could self-report and correct previous failures to disclose the selection of mutual fund share classes that paid a Rule 12b-1 fee (i.e., revenue sharing) when a lower-cost share class for the same fund was available to clients. Now the other shoe has dropped and the SEC is making good on its pledge to investigate firms that did not self-report potential 12b-1 fee disclosure violations but which it believes may have made such errors.
According to the SEC’s latest order, RBC failed to disclose that it would receive greater compensation from the eligible customers’ purchases of the more expensive share classes.
“Eligible customers did not have sufficient information to understand that RBC had a conflict of interest resulting from compensation it received for selling the more expensive share classes,” the order states. “Specifically, RBC recommended and sold these eligible customers Class A shares with an up-front sales charge, or Class B or Class C shares with a back-end contingent deferred sales charge (CDSC).”
As the SEC explains, CDSCs are basically deferred sales charges the purchaser pays if the purchaser sells the shares during a specified time period following the purchase.
“These eligible customers were eligible to purchase load-waived Class A and/or no-load Class R shares,” the order states. “RBC omitted material information concerning its compensation when it recommended the more expensive share classes. RBC also did not disclose that the purchase of the more expensive share classes would negatively impact the overall return on the eligible customers’ investments, in light of the different fee structures for the different fund share classes.”
In making those recommendations of more expensive share classes while omitting material facts, RBC violated Sections 17(a)(2) and 17(a)(3) of the Securities Act, the SEC says.
“These provisions prohibit, respectively, in the offer or sale of securities, obtaining money or property by means of an omission to state a material fact necessary to make statements made not misleading, and engaging in a course of business which operates as a fraud or deceit on the purchaser,” the order states.
The terms of the order dictate that RBC shall pay disgorgement, prejudgment interest and a civil monetary penalty totaling $3,889,007. Of that amount, the firm shall pay disgorgement of $2,607,676 and prejudgment interest of $631,331. The remaining $650,000 is being assessed as a civil monetary penalty.
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RiskFirst adds leader of business development; The Wagner Law Group launches Bankruptcy and Restructuring practice; Alight Solutions announces new CEO; and more.
RiskFirst has appointedOwais Rana tooversee its business development across North America.
Based in New York, Rana will be charged with expanding RiskFirst’s two core products: PFaroe DB, used by pension plans and consultants, and PFaroe Attribution, designed for investment managers.
Rana, who has more than 20 years of experience in the buy-side, previously worked at asset management firm Conning, where he was head of its Insurance and Pensions LDI Solutions Groups. Prior to that, he spent 10 years at J.P. Morgan, working across its banking and asset management departments, including four years as global head of its LDI Solutions Group. He also spent time at Hewitt Associates, where he delivered investment consultancy services to a portfolio of UK pension plans.
“From my experience as a client, RiskFirst has market-leading products that can assist institutional investors in developing investment strategies to meet their financial goals, with a clear understanding of the risk and reward trade-offs,” Rana says. “I’ve witnessed firsthand PFaroe’s incredible value in structuring customized investment solutions and monitoring performance on a real-time basis. I’m looking forward to utilizing my decades of experience developing investment solutions to help institutional investors harness the power of PFaroe.”
The Wagner Law Group Launches Bankruptcy and Restructuring Practice
The Wagner Law Group has announcedthe launch of the firm’sBankruptcy and Restructuring practice.
The firm provides legal counsel on ERISA [Employee Retirement Income Security Act] and employee benefits matters that arise in the context of a bankruptcy or restructuring. The firm believes the current economic climate has created the necessity of a dedicated practice group to provide the highest level of advice and support at the intersection of bankruptcy and employee benefits law.
The Bankruptcy and Restructuring practice group provides special counsel support on employee benefits matters to debtors, creditors, ad hoc or official creditor or equity committees, trustees, Taft-Hartley plans, employee groups or retiree associations and other stakeholders. The practice group will also take advantage of the firm’s experience in Pension Benefit Guaranty Corporation (PBGC) counseling, disputes and litigation.
Led byIsrael (Izzy) Goldowitz, former chief counsel to the PBGC, the firm regularly represent clients in PBGC investigations, terminations and claims disputes, which commonly arise in restructuring or bankruptcy settings. The firm also counsels clients on plan fiduciary and administration matters, mergers and acquisitions (M&As), and executive compensation.
Alight Solutions Announces New CEO
Alight Solutionshas appointed Stephan Scholl as chief executive officer, effective as of April 13.
At Alight, Scholl hopes to expand the company’s efforts in the tech sphere. “My long-term vision is to ensure that Alight is the preeminent provider of technology-enabled benefits, payroll and cloud solutions for companies around the world, and we have all the ingredients to make that a reality,” he tells PLANSPONSOR.
Most recently, Scholl was a senior executive at Infor between 2010 and 2018, serving as the company’s president from 2012 to 2018. During his tenure, Infor doubled its revenue and emerged as the third-largest enterprise resource planning (ERP) software company in the world. Prior to Infor, Scholl served in various senior roles at both Oracle and Peoplesoft for more than a decade. He is a graduate of McGill University.
He succeeds Chris Michalak, who will become a senior adviser to Alight and aid in the transition.
Holland & Knight Implements Employment Law Team
Holland & Knighthas added a team of attorneys focused on ERISA [Employee Retirement Income Security Act] and employee stock ownership plan (ESOP) litigation, as well as labor and employment law, to its Atlanta office.
The group is led by partner Todd Wozniak, who will chair the firm’s newly formed nationwide ERISA Litigation Team and includes partners Lindsey Camp and Peter Hall. Wozniak and Camp were previously a partner and senior attorney, respectively, at Greenberg Traurig, while Hall was previously a partner with Chamberlain Hrdlicka.
“Todd and his team will add significant value to their practice groups and the Litigation Section overall due to the broad scope of their practice across ERISA litigation, as well as traditional labor and employment work,” says Christopher G. Kelly, head of Holland & Knight’s Litigation Section. “The current environment makes this area of law more relevant than ever, and we expect them to be very busy now and in the future.”
Wozniak defends companies, fiduciaries and public institutions throughout the United States in ERISA, employee stock ownership plan, labor and employment, and business disputes. He is also experienced in wage-and-hour litigation, state and federal whistleblower statutes, nondiscrimination laws, plant closing and mass layoff laws, collective bargaining and traditional labor relations, executive contracts and compensation, non-compete and trade secrets litigation, and partnership/business disputes.
Hall focuses his practice on the nationwide representation of businesses in all facets of labor and employment law, with an emphasis on litigation matters. He has significant experience defending companies in wage/hour class and collective actions, as well as in litigation involving trade secrets, restrictive covenants and computer theft. Hall received a juris doctor degree from Vanderbilt University Law School and a bachelor’s degree from Ohio State University.
Camp defends companies, fiduciaries and executives throughout the United States in ERISA, employee stock ownership plan, labor and employment, and business disputes. She has experience litigating complex class actions involving ERISA, including cases alleging non-exempt prohibited transactions and breaches of fiduciary duty, and federal securities laws, as well as cases involving anti-discrimination laws, trade secrets and other business disputes. She earned a juris doctor degree from Wake Forest University School of Law and a bachelor’s degree from Vanderbilt University.
NWPS Acquires Benefits and Actuarial Consulting Firm
Northwest Plan Services (NWPS) has acquired Venuti & Associates (V&A).
Founded in 2002, V&A is a benefits and actuarial consulting firm, servicing multi-employer, single-employer and public defined benefit (DB), defined contribution (DC) and health and welfare plans for more than 20 clients and 25 plans.
With this acquisition, NWPS now serves 1,050 plans nationwide with more than 450,000 participants and over $35 billion of assets under administration (AUA).
“At Venuti & Associates, our approach has always been to put our clients and their participants first,” adds David Venuti, president at V&A. “We are excited about the synergies and growth opportunities NWPS will bring. The added depth and industry experience will serve to enhance what has always been our mission: to give plan sponsors the guidance they need to provide secure, reliable retirement income and health benefits to their plan participants and beneficiaries.”
Ascensus Adds New Appointments
Ascensus has appointed Kevin Cox as head of its retirement line of business. The firm has also shared that Peg Creonte will succeed Cox as head of its government savings line of business.
Cox succeeds Shannon Kelly, who recently announced her plans to take a professional sabbatical following 20 years at Ascensus.
Cox has served as head of government savings for the past two years, and prior to that, spent six years as the business line’s chief operating officer (COO). In his new role, Cox will oversee and drive the direction for the retirement team, including Ascensus’ full-service retirement plan recordkeeping and administration, along with its compliance, trust and education and training functions.
Prior to joining Ascensus, Cox spent more than a decade in the retirement industry, with a focus on large institutional 401(k) plans during tenures at MFS Investment Management and CIGNA. He holds a bachelor’s degree in economics and English from Lehigh University and graduated from the Boston College Carroll Graduate School of Management master’s program.
Creonte has served as government savings’ senior vice president of business development for the past five years. In her new role, she is responsible for setting the vision and strategy for government savings and charting its growth. Creonte joined Ascensus in 2004 on the unite platform team, managed the development and launch of Ugift, a 529 platform, and oversaw a wealth of large-scale data conversions for recordkeeping transitions. Prior to Ascensus, Creonte served in leadership and consulting roles with several technology firms, including Advanced Micro Devices. She earned her bachelor’s degree in electrical engineering from Tufts University and her master’s degree from Cornell University.
Cox and Creonte have assumed their new roles immediately, reporting to David Musto, president and CEO of Ascensus, with Kelly remaining onboard through the end of May to support the leadership transition.
