Compensation
Broker-dealer compensation
Broker-dealers primarily facilitate securities transactions for their clients. If you need help buying or selling a particular investment, you typically use a broker-dealer. Because they’re providing a service, they’re compensated for it. Broker-dealers are most commonly compensated through these means:
- Commissions*
- Markups*
- Markdowns*
*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 are compensation for acting as the other side of the trade (the contra party) in a principal transaction:
- A markup is charged when a broker-dealer sells a security from its inventory to an investor at a price slightly higher than the security’s market value (similar to buying a new car from a car dealership).
- A markdown is assessed when a broker-dealer buys a security from an investor at a price slightly lower than the security’s market value (similar to selling a used car to a car dealership).
In general, transaction fees must be reasonable and fair. The state administrator can punish broker-dealers that charge exorbitant fees without justification. That said, a higher-than-normal commission, markup, or markdown may be justified in certain situations. For example, a broker-dealer might justify a significant commission if a security is thinly traded and takes months to locate.
Broker-dealers aren’t 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. But 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, and those fees would be disclosed in the brochure (because the firm is acting as an investment adviser in this example).
Broker-dealers can also earn fees from various non-transactional services. These include:
- Account maintenance fees
- Overnight mailing services
- Minimum balance fees
- Account closure fees
- Cash management fees (ATMs, checking, wire transfers)
- Transfer and shipping fees
- Safekeeping (of securities) fees
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 use. Virtually all fees a broker-dealer charges are included in this template, except for the following:
- Commissions
- Markups
- Markdowns
- Advisory fees (for dual-registered broker-dealers)
Investment adviser compensation
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:
- Assets under management (AUM) fees
- Fixed fees
- Hourly fees
Advisers can earn these other forms of compensation in specific circumstances:
- Commissions
- Wrap account fees
- Soft dollar compensation
- Performance fees
Commissions
Commissions are normally transaction fees paid to broker-dealers, but an investment adviser may receive a portion of a commission when there’s an affiliated broker-dealer. “Affiliated” usually means the broker-dealer and the investment adviser are owned by the same parent company. Many large financial institutions are structured this way.
In this scenario, the 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 ABC Brokerage Co. and ABC Advisers Co.
If an investment adviser isn’t affiliated with the broker-dealer executing the trades, the adviser can’t earn commissions.
Wrap account fees
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 details 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:
- Services offered in the program
- Cost of the program
- Compensation paid to the adviser
- Account requirements (e.g. minimum balance)
- Types of clients
- Portfolio manager selection and evaluation criteria*
*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.
Soft dollar compensation
Most investment advisers, particularly smaller firms, pay broker-dealers to maintain custody of client assets and to execute trades. Because this can be a profitable business for broker-dealers, competition is strong. As part of that competition, 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 something of value - often research or other intellectual property - in exchange for the adviser’s order flow. Many broker-dealers employ analysts who produce market and company research, and that research can help advisers make recommendations.
Two general requirements must be met for soft dollar compensation to be compliant and legal:
- First, the adviser must believe the fees paid to the broker-dealer are reasonable. If an adviser directs trades to a broker-dealer with excessive transaction fees just to obtain soft dollars, the adviser would be violating their fiduciary duty to clients.
- Second, the “compensation” received must fall within “safe harbor.” In other words, regulations limit what broker-dealers may provide in exchange for transaction business.
Regulators have identified the following as currently allowable safe harbor items:
- Research reports
- Access to analysts
- Meetings with corporate executives (of issuer companies)
- Financial newsletters and trade journals
- Analytical and trading software (only if related to investing)
- Market data
- Economic data
- Access to seminars or conferences
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 identified by securities regulators as not being safe harbor:
- Office equipment (e.g. furniture, internet access, business supplies)
- Operational overhead (e.g. travel expenses, meals, entertainment)
- Computer hardware
- Computer software if not related to investing
- Marketing expenses
Performance fees
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 earns 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 who meets at least one of these equally valid criteria:
- Net worth of at least $2.7 million (excluding primary residence)
- At least $1.4 million invested with the adviser
- Employment as an IAR of the investment adviser for at least one year (an IAR with one year of service may have their own personal money managed by their employing firm in a performance-based fee account)
Each of these three criteria is independently sufficient to qualify a client for performance-based fees - a client only needs to meet one of them.
Performance fees align the adviser’s compensation with the client’s results, but they also create an incentive to take on more risk in pursuit of higher returns (and higher fees).
Clients must be informed of these risks, which is why NASAA rules require the following disclosures when charging performance fees:
- The fee structure provides an incentive to the adviser to take more risk
- Performance fees may be based on both unrealized and realized gains*
- The time period for calculating performance
- How the fee is calculated
- What index is utilized for fulcrum fees
- How security values are assigned
*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).