Broker-dealers primarily facilitate securities transactions for their clients. If you need to buy or sell a particular investment, you typically do it through a broker-dealer. Because they’re providing a service, they’re compensated for it. Broker-dealers are most commonly compensated through these means:
*To best understand which type of transaction relates to each form of compensation, refresh your understanding of agency and principal transactions.
Commissions are payments for arranging a trade between a client and another market participant. This is an agency transaction.
Markups and markdowns apply when the broker-dealer is on the other side of the trade. This is a principal transaction, and the broker-dealer is the contra party.
In general, transaction fees must be reasonable and fair. The state administrator can punish broker-dealers that charge exorbitant fees without justification.
At the same time, there can be legitimate reasons for a higher-than-normal commission, markup, or markdown. For example, a broker-dealer might justify a significant commission if a security is thinly traded and takes months to locate.
Broker-dealers are not required to disclose typical transaction costs before a trade occurs, although this information is provided on trade confirmations sent after execution. However, a larger-than-normal commission, markup, or markdown must be disclosed to - and accepted by - the client before the trade occurs.
In a previous chapter, we learned that broker-dealers and agents can provide securities advice while avoiding investment adviser and/or IAR registration if they don’t collect compensation for the advice.
What if a broker-dealer is dual-registered as both a broker-dealer and an investment adviser? In that case, the firm can charge advisory fees in its capacity as an investment adviser. Those advisory fees would be disclosed in the brochure (because, in this example, the firm is also operating as an investment adviser).
Broker-dealers can also charge fees for various non-transactional services. These include:
The non-transactional services listed above are typically disclosed in the broker-dealer’s fee schedule. The North American Securities Administrators Association (NASAA) provides a model fee disclosure template that most broker-dealers utilize. Virtually all fees a broker-dealer charges are included in this template, except for:
Investment advisers are generally compensated through advisory fees for the securities advice they provide. As we discussed previously, there are three primary advisory fee structures:
Advisers can earn these other forms of compensation in specific circumstances:
Commissions are normally transaction fees paid to broker-dealers, but an investment adviser can receive a portion of a commission in a specific situation: when there’s an affiliated broker-dealer (typically meaning both entities are owned by the same parent company).
Many large financial institutions are structured this way. The parent company owns both an investment adviser and a broker-dealer, so both businesses operate under one corporate umbrella.
In this scenario, an investment adviser may keep a portion of a commission. For example, assume ABC Advisers Company (the investment adviser) makes a recommendation to an investor and charges an advisory fee. The client agrees to the transaction, which is then executed by ABC Brokerage Company (the affiliated broker-dealer). Both ABC Advisers Co. and ABC Brokerage Co. are owned by ABC Financial Services Company. When a commission is charged on the trade, the commission is shared between both ABC Brokerage Co. and ABC Advisers Co.
If an investment adviser is not affiliated with the broker-dealer executing the trades, the adviser cannot earn commissions.
Securities regulators define wrap fee programs (or wrap accounts) as:
A wrap fee program generally involves an investment account where you are charged a single, bundled, or “wrap” fee for investment advice, brokerage services, administrative expenses, and other fees and expenses.
Instead of paying separate fees for different services, clients with wrap accounts pay one bundled fee. These programs are considered advisory products and may only be offered by investment advisers.
The specifics of an adviser’s wrap fee program are disclosed in Form ADV Part 2A Appendix 1, also known as the wrap fee program brochure. Information provided in this disclosure includes:
*This is especially important when an adviser places client funds into products managed by third parties (e.g. mutual funds).
Additionally, advisers must disclose whether the wrap fee program is less or more expensive than paying for each service separately.
Most investment advisers, particularly smaller firms, pay broker-dealers to maintain custody of client assets and to execute trades. This can be a profitable line of business for brokerage firms, which creates strong competition.
In that competitive environment, broker-dealers may offer soft dollar compensation to advisers that direct client business to them. For example, XYZ Broker-Dealer offers additional “compensation” to ABC Investment Adviser if ABC chooses XYZ’s platform to safekeep client assets and execute transactions.
Soft dollar can be confusing because it isn’t cash (cash is often called “hard dollars”). Instead, the broker-dealer typically provides non-cash benefits - often research or other intellectual property - in exchange for the adviser’s business.
Items must fall into “safe harbor” to be legally offered as soft dollar compensation. Regulations on what is and isn’t considered safe harbor have evolved over time, but securities regulators have identified the following as currently allowable:
In general, it’s safe harbor if the intellectual property (or access to meetings/conferences) helps the adviser make suitable recommendations to clients. The following have been explicitly mentioned by securities regulators as not being considered safe harbor:
If working with a specific type of client, an adviser may be able to keep a portion of portfolio gains. For example, assume an adviser produces a net annual return of $100,000 for a client under a 2% performance fee structure. In this scenario, the adviser would keep $2,000 of the gains, in addition to any advisory fees already collected.
Performance fees can also be structured as fulcrum fees, where performance is measured against a benchmark. Stock indexes like the S&P 500 are commonly used as benchmarks. For example, assume an adviser’s performance fee is based on how much a portfolio outperforms the S&P 500. If the S&P 500 returns 10% for the year, the adviser would be paid escalating fees once the client’s portfolio exceeds a 10% return.
NASAA rules allow performance fees to be collected from qualified clients, defined as any client with:
Additionally, IARs employed by the investment adviser for at least a year are considered qualified clients. This means an IAR with one year of service may have their personal money managed by their employing firm in a performance-based fee account.
Performance fees are sometimes described as giving the adviser “skin in the game,” because the adviser’s compensation increases when the client’s portfolio performs well. This structure also creates a potential conflict: it can incentivize the adviser to take on more risk in pursuit of higher compensation.
Clients must be informed of these risks, which is why NASAA rules require the following disclosures when charging performance fees:
*Unrealized gains are gains on unsold securities. For example, assume an investor purchases stock for $50. If the stock price rises to $70 but the shares are unsold, there’s a $20 unrealized gain. Once the shares are sold, the gain is realized. Investors must be aware if unrealized gains are considered when computing performance fees (they usually are).
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