FORM ADV PART 2(A) DISCLOSURE BROCHUREApril 13, 2018
Simmons First Investment Group, Inc.CRD# 47439
This brochure provides information about the qualifications and business practices of Simmons First Investment Group, Inc. If you have any questions about the contents of this brochure, please contact us at 877-349-9333. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority.
Simmons First Investment Group, Inc. is a FINRA registered BD and a registered investment adviser with the United States Securities and Exchange Commission (SEC). Registration as an investment adviser simply means that Simmons First Investment Group, Inc. is authorized to provide investment advisory services and does not imply a certain level of skill or training.
Additional information about Simmons First Investment Group, Inc. also is available on the SEC’s website at www.adviserinfo.sec.gov.
The advisory services described in this brochure and offered by Simmons First Investment Group, Inc. are not deposits or obligations of the bank and are not guaranteed by the bank. They are not FDIC insured, and they involve investment risks, including the possible loss of the principal amount invested.
On July 28, 2010, the United States Securities and Exchange Commission ("SEC") approved new requirements for the disclosure document (“Brochure”) required to be provided to clients. These changes affected both the format and content of the Brochure.
The Material Changes section of the Brochure will address specific material changes in future versions of the Brochure and include a summary of such changes since the last annual update.
Summary of Material Changes
In December, 2014, Delta Trust Investments, Inc. (DTII) (47439) merged with Simmons First Investment Group, Inc. (SFIG) (130710). Although SFIG was the acquiring entity, DTII was the surviving firm. Subsequent to the merger on December 2, 2014, the firm’s name was changed back to Simmons First Investment Group, Inc.
In July 2016, SFIG passed the $100 million mark with regard to Assets under Management. As such, the firm became eligible for SEC registration.
In its capacity as a broker-dealer, on April 10, 2018, SFIG entered into a Letter of Acceptance, Waiver and Consent with FINRA to settle allegations that, from May 2013 through April 2016, SFIG failed to establish and implement a compliant Anti-Money Laundering Program and that the firm did not adequately detect and investigate certain suspicious client activity. Without admitting or denying the findings, SFIG agreed to a censure and a $200,000 fine.
You may request a copy of our current Brochure at any time, which we will provide to you free of charge. If you would like to request a copy of our current Brochure, please contact BURT HICKS at 877-349-9333.
A. The Firm and Principal Owners
Simmons First Investment Group, Inc. ("SFIG" or "the Firm") has been in business since April 1999 and is a wholly owned subsidiary of Simmons Bank, Pine Bluff, Arkansas. (Tk: SFNC)
We offer several Advisory Programs and other services to Individuals, High Net Worth Individuals, Trusts, Non-profits, Businesses and others. Our Advisory Programs are delivered through our clearing and custody provider, Wells Fargo Clearing Services (Trade Name FCC). These programs include non- discretionary, discretionary (Financial Advisor directed, Program Based) and third party directed.
B. Financial Planning Services
Investment adviser representatives who are qualified by education and experience are available to provide financial planning services directly to you, including, but not limited to, investment planning, retirement planning, risk management and legacy planning. These services may either be provided through the PRIVATE INVESTMENT MANAGEMENT platform or in the form of individual consultations. A separate agreement covers Individual Consultations.
C. Level of Services Provided to Clients
We tailor our advisory services to the individual needs of our clients. Our investment adviser representatives discuss and advise you on the types of investments and investment strategies based upon your financial situation, risk profile and financial goals. This process requires our investment adviser representatives to collect information about you through personal interviews and completion of investor profile forms. Based on this information, the investment adviser representatives will then develop an investment program for you. You are permitted to impose reasonable investment restrictions on investing in certain securities or types of securities. However, please be aware that such restrictions may negatively impact the returns relative to other clients with similar investment objectives and no investment restrictions.
D. Portfolio Management Services to Wrap Fee Programs
Through our contract with FCC, SFIG is provided a conduit to Wells Fargo Advisors (“WFA”), wherein WFA provides services with respect to various Advisory Programs. Clients of investment advisory accounts described herein are clients of SFIG. SFIG is not related to or affiliated with WFA or FCC who will maintain custody of client assets. FCC qualifies as a “qualified custodian” as described by Rule 206(4)-2 of the Investment Advisers Act. WFA and FCC each reserve the right to reject and not provide services to any client or with respect to any client account for any reason.
SFIG offers the following advisory programs through FCC in conjunction with WFA:
Non-Discretionary: Client Directed
Custom Choice - Mutual Fund Wrap Program
FundSource - Mutual Fund Advisory - WFA Managed
PIM (Private Investment Management) - Financial Advisor Managed
Allocation Advisors - ETF Advisory - WFA and Third-Party Managed
DMA - WFA and 3rd Party Managed
Wells Fargo Compass - Wrap Program - WFA Managed
Masters - Wrap Program - Third-Party Managed
Private Advisor Network - Third-Party Managed-Dual Contract with 3rd Party Manager
Customized Portfolios - Managed by Wells Fargo Bank, N.A.
On the basis of research we reasonably deem to be reliable, we may give you recommendations for mutual funds or a blend of funds that are consistent with your investment objectives, financial circumstances and risk tolerance.
Regardless of which Program you select, you will retain the right to: (1) withdraw securities or cash; (2) vote on shareholder proposals of beneficially owned security issues, or delegate the authority to vote on such proposals to another person; (3) be provided, in a timely manner, with a written confirmation or other notification of each securities transaction, and all other documents required by law to be provided to security holders; and (4) proceed directly as a security holder against the issuer of any security in your Account and not be obligated to join any person involved in the operation of the applicable Program, or any other Client of the applicable Program, as a condition precedent to initiating such proceeding. We will provide you with periodic monitoring and reporting of your portfolio’s performance.
A client request to establish program services is not considered a market order due to the administrative processing time needed to establish Client's Advisory Account. However, SFIG will make every effort to process client requests promptly.
As described below in Section “Other Financial Industry Activities and Affiliations,” we are engaged in a wide range of securities services. We may give advice and take action in the performance of our duties to other Clients that differ from the advice we give you. In addition, the timing and nature of actions we take for any of these programs may differ. Additionally, we may be limited in our ability to divulge or act upon certain information we possess as a result of investment banking activities or other confidential sources.
Asset Advisor is a non-discretionary, client directed investment program in which your Financial Advisor may provide a broad range of investment recommendations based on your investment objectives, financial circumstances and risk tolerance. You have the option of accepting these recommendations or selecting different investments for your account.
CustomChoice is a non-discretionary investment advisory program designed to help you allocate your assets among open-end mutual funds based upon your individual investment goals, objectives and suitability. Based on the investment objectives and risk tolerance reported in your Account Profile, your Financial Advisor will recommend an appropriate mix of various open-end mutual funds and money market funds.
You have the option of accepting any of our recommendations or selecting an alternative combination of funds. We will implement your investment decisions but will not have investment discretion over your account, except for the limited discretion to rebalance your target asset allocation, if you authorize us to do so.
The FundSource Program
FundSource is a discretionary investment advisory program that offers a broad array of mutual funds from different investment classes and styles. WFA has created a number of “Optimal Blends” from the roster of Recommended Funds representing the target allocations that we believe are appropriate for a number of different investment strategies and styles. See the detailed description of the various Optimal Blends in Section “Methods of Analysis, Investment Strategies and Risk of Loss.” Based on the investment objectives, financial circumstances and risk tolerance outlined in your Client Profile, your Financial Advisor will recommend either an Optimal Blend or a Customized Blend, created in consultation with you, which you may select as the target allocation for your Account. Once you choose an option, the assets in your Account will be invested by your Financial Advisor on a discretionary basis.
Private Investment Management ("PIM")
With PIM, certain specially trained SFIG Financial Advisors (called Portfolio Managers) provide investment advisory and brokerage services to your account on a discretionary basis. As a minimum criterion for providing advisory services, SFIG requires our Portfolio Managers to possess satisfactory past experience, plus any required industry examinations and registrations. Based on your investment objectives and individual needs, your Financial Advisor will have discretion to manage your assets after determining an appropriate investment strategy. PIM is based on both fundamental and quantitative research and other independent research. PIM Portfolio Managers may develop specific investment strategies using a mix of analytic methods and may establish quality and concentration requirements to provide overall discipline. Dependent upon suitability, your account may also include margin transactions, other option strategies and trading or short sale transactions. Due to any number of factors, including timing of deposits, investment selection process or investment needs, certain clients may receive different execution prices and investment results.
The Allocation Advisors program is an investment advisory program that enables you to invest in one of several discretionary Portfolios. The Portfolios are developed with a focus on a risk, return, and correlation between asset classes, while taking into consideration asset allocation guidelines provided by either WFA or an unaffiliated investment adviser; contracted by WFA for their management expertise. WFA’s Advisory Services Group (ASG) develops and manages the Cyclical Asset Allocation Portfolios (“CAAP”), which are the CAAP Plus and CAAP Foundation Portfolios, as well as the Strategic ETF Model Portfolios.
The unaffiliated investment advisers (Ibbotson Associates and Laffer Investments) also develop and manage Portfolios for this Program. They do not provide other services with respect to the Program. Portfolios in this Program ordinarily consist of Exchange-Traded Funds (ETFs), Exchange-Traded Notes (ETNs), Closed-End Funds, Open-End Mutual Funds and other securities. WFA or the unaffiliated investment adviser determines both the asset allocation and security selection utilized in the Portfolios, and will review those selections periodically. Both the asset allocation and/or securities utilized in the Portfolios may be adjusted or replaced at any time. Under the Program you give WFA full discretion over your Account’s asset allocation and security selection, which is determined by the portfolio selected by you. The Portfolios can be restricted to meet individual needs and objectives upon the financial advisor’s request and approval. Accounts participating in the Program are managed separately and are not pooled. SFIG markets the Program through its registered FAs. When opening a Program Account, and thereafter as necessary, your FA and SFIG will obtain personal and financial information about you that may be used in determining the appropriateness of the investment approaches offered.
Diversified Managed Allocations (DMA)
Under the DMA Program, we assist you in reviewing your investment objectives, including your reasonable restrictions with respect to investment securities. We also assist you in selecting various investment vehicles from a roster of investment advisers, mutual funds and ETFs, based on your financial situation, investment objectives and risk tolerance. Finally, we provide you with monitoring and reporting of portfolio performance on a periodic basis.
The intent of the Program is to offer a competitive roster of high-quality investment advisers, mutual funds and ETFs representing a broad array of investment asset classes and styles. The varied asset classes and investment styles are generally intended to be complementary in nature with respect to their combined diversification and risk/return-based characteristics. Quantitative and qualitative measures are used to identify a select number of investment vehicles within the varied asset class and style combinations. The factors influencing the inclusion of an investment adviser or mutual fund on the DMA roster may include the investment adviser or fund’s past record, management style, number and continuity of investment professionals, changes in investment process or personnel and client servicing capabilities. The inclusion of ETFs may include an assessment of liquidity levels and tracking error versus corresponding market benchmarks. Using this roster of available investment vehicles, a number of Optimal Blends have been created that combine specific investment advisers and mutual funds and may also include ETFs. The individual Optimal Blends will vary based on the targeted allocations for your identified investment objectives and the amount you invest in the Program.
In the DMA Program, WFA acts as the discretionary investment manager for the Optimal Blends and Completion Sleeves. WFA may also assume discretion for the removal of individual investment advisors, mutual funds or ETFs included in Customized Blends. Completion Sleeves consist of various mutual funds and/or ETFs that offer a diversified lower financial entry point for a particular asset class. The Completion Sleeves may be included in certain Optimal Blend models and are available for use in Customized Blends. The investments within Completion Sleeves or Optimal or Customized Blends may have different tax or liquidity implications in comparison to the individual securities owned through the independent investment advisers. Our goal is to create investment vehicle combinations that represent optimal blends of investment classes and styles based on various investment amounts and risk classifications, using the roster of investment advisers, mutual funds and ETFs.
Wells Fargo Compass Advisory Program
Through Wells Fargo Compass Advisory Program, we provide investment advisory and brokerage services to your Account on a discretionary basis. WFA’s Advisory Services Group (ASG) manages portfolios based on established guidelines. While ASG provides extensive oversight, review and controls over these portfolios, these portfolios are not subject to the same due diligence process that is applied to other unaffiliated or affiliated investment advisers or strategies who participate in other programs available at the Firm.
The Wells Fargo Compass Advisory Program is designed to provide a disciplined approach to meet the objectives and needs of a wide variety of Client Accounts. Our Program services generally rely on fundamental securities analysis with some emphasis on charting or cyclical analysis as well. Each Wells Fargo Compass Advisory Program Portfolio Manager utilizes a mix of these analysis methods in their management of their portfolio.
Program quality and concentration requirements are established to provide an overall discipline and structure. Such strategies ordinarily include long- and short-term purchase of equity and fixed income securities, ETFs, Exchange Traded Notes (ETNs), Open-End Mutual Funds and Closed-End Mutual Funds (CEFs).
Under the Masters Program, we assist you in reviewing your investment objectives, including any restrictions you designate with respect to investment securities. In addition, we help you select one or more investment advisers from a universe of investment advisers. This universe of investment advisers is evaluated by WFA and meets quantitative and qualitative research criteria. The intent of the Program is to offer a competitive roster of high- quality investment advisers, representing a broad array of investment classes and styles, from which you may select one or more investment advisers to handle the day-to-day management of your account(s). The factors influencing our inclusion of an adviser on the roster may include the investment adviser’s past record, management style, number and continuity of investment professionals, changes in investment process or personnel, and client servicing capabilities, etc. WFA further reviews candidates for the roster based on a number of criteria, which may include a completed questionnaire, database information on the firm, statistical analysis of the firm’s track record and an interview with a member of the investment adviser firm. We also provide monitoring and reporting of portfolio performance for your Masters account on a periodic basis. WFA may include affiliated advisers in the roster of approved Masters investment advisers. We will conduct due diligence on these advisers and their portfolio strategies consistent with the same due diligence performed for unaffiliated advisers. At least annually, we and/or our agent will conduct a review of affiliated adviser strategies within the program to insure objective and consistent due diligence standards are applied to both affiliated and unaffiliated advisers.
Private Advisor Network Program
Under the Private Advisor Network Program, SFIG will assist you in identifying an investment advisory firm to advise and counsel you relative to your investment of assets. The intent of the Program is to offer a competitive roster of investment advisers representing a broad array of investment classes and styles from which you may select one or more Private Advisor Network advisers to handle the day-to-day management of your account(s). Private Advisor Network services may include matching the personal and financial data you provide with a database of approved investment advisers and providing reports to allow for periodic evaluation and comparison of account performance with objectives. We may also assist in the preparation, revision or review of an investment policy statement in connection with your investment advisory needs.
All Private Advisor Network Accounts are managed by the third-party advisers, and WFA has no discretionary trading authority with respect to such accounts. Information collected by WFA regarding Private Advisor Network’s independent advisers is believed to be reliable and accurate, but we do not necessarily independently review or verify the information. WFA may include affiliated managers in the roster of Cleared Advisers. We conduct due diligence on these managers, consistent with the due diligence performed for unaffiliated managers.
While performance results are generally reported to us through advisers on a standard gross of fees or commission basis, we do not audit or verify that that these results are calculated on a uniform or consistent basis as provided by the adviser directly to us or through the consulting service utilized by us. Other than in connection with our consulting responsibilities, we do not assume responsibility for the conduct of the investment advisers you select, including their performance or compliance with laws or regulations. You are advised and should understand that:
- an adviser's past performance is no guarantee of future results;
- certain market and/or interest rate risk which may adversely affect your objectives and strategies could cause a loss in your account;
- risk parameter or comparative index selections provided for accounts are guidelines only; there is no guarantee that they will be met or exceeded
The Customized Portfolios program is a fully discretionary investment management service, providing actively managed fixed income portfolios that specialize in meeting the unique needs of sophisticated individuals and select institutions. Portfolios are customized based on several factors that may include income and liquidity needs, risk tolerance, tax status and time horizon. Client accounts are managed separately and are not pooled. Portfolio Managers from WFA’s affiliate, Wells Fargo Bank, N.A., exercise full discretion over the amount and types of securities purchased or sold. The fixed income portfolios may also be sub-advised by subsidiaries or affiliates of Wells Fargo & Co.
E. Assets Under Management
As of December 31, 2017, we manage forty-nine percent (49%), $99,186,257 of our clients’ assets on a discretionary basis and fifty-one percent (51%), $105,543,514on a non-discretionary basis.
We use the same method to calculate our assets under management here as we have used to calculate our assets under management on Item 5(F) of our Form ADV 1.
Fees and Compensation
A. Investment Advisory Fees
Referrals to Third Party Money Managers& Financial Planning Services
Our investment adviser representatives may provide various financial planning or investment advisory services to you. This may include referrals to Third party Managers, which would require a separate contract. Our investment adviser representatives negotiate fees with you for these services. On occasion, investment adviser representatives may reduce these fees if clients place securities transactions with investment adviser representatives that result in commissions. Our investment adviser representatives may charge fees on an hourly basis at up to $300 per hour. Our Financial Advisers (FA) may charge a portion of these fees at the time that they sign an agreement with you.
B. Payment of Fees
Please see the Program Brochure for a description of the services and additional fee information applicable to the various Accounts. Listed below are SFIG’s standard fees for the various programs. Fees may differ from those described in the Program Brochure.
For our Adviser-Directed Program we generally require that your account be held with FCC. FCC is the designated custodian for your advisory accounts as stated in your advisory agreements with us. In your advisory agreements with us you also authorize us to deduct fees directly from your account held at FCC. As part of this arrangement, we will ensure that our clients have provided written authorization for the qualified custodian to debit their accounts.
In addition, at least quarterly, the qualified custodian will send statements to our clients showing all fees paid from their accounts, including the amount of the advisory fees paid to us.
STANDARD FEE SCHEDULE ACROSS ALL ADVISORY PROGRAMS AND PLATFORMS:
Our fee schedules are subject to certain standard fees depending on the program selected, but may be subject to negotiation, depending upon a range of factors including, but not limited to, account sizes and overall range of services provided. Generally speaking, our advisory fees will not exceed two (2) percent of assets under management.
Client should note that some programs or platforms impose minimum account sizes and may impose minimum quarterly fees. Client should be aware that the imposition of the minimum fee may cause the Program fee rate (expressed as a percentage) to be greater than the fee stated in the Fee Schedule table for the Program. Under certain circumstances, the minimum fee may be waived.
Minimum Account Size - $25,000
Minimum Account Size - $25,000
FundSource and Pathways
Minimum Account Size - $10,000 for FundSource Foundations; $25,000 for all other Models
Private Investment Management ("PIM")
Minimum Account Size - $50,000
Allocation Advisors Program
Fees for Allocation Advisors Accounts are only offered on a wrap-fee basis, covering all investment advice, execution, consulting and custodial services. The Allocation Advisors Program fees do not cover internal expenses of any underlying ETFs, closed-end funds or mutual funds.
Minimum Account Size—$25,000 to $50,000 depending upon program selected.
Fees for DMA accounts are only offered on a wrap-fee basis, covering our execution, consulting and custodial services as well as each adviser’s management fee for the adviser’s services.
Minimum Account Size—$100,000 to $250,000 depending upon specific product mix.
Wells Fargo Compass Advisory Program Fees
Fees for Wells Fargo Compass Advisory Program Accounts are only offered on a wrap-fee basis, covering all of our execution, consulting and custodial services. The fees do not cover the fees and expenses of any underlying ETFs, ETNs, CEFs or mutual funds.
Minimum Account Size—$50,000 to $250,000 depending upon specific product mix.
Fees for Masters Accounts are only offered on a wrap-fee basis, covering all of our execution, consulting and custodial services as well as each adviser’s management fee for the adviser’s services.
Minimum Account Size—$100,000 or higher depending on Manager selected
Private Advisor Network
You have a choice of two options by which to compensate SFIG for Private Advisor Network services:
Fee Schedule: (Payment of a fee for both Private Advisor Network services and execution services.)
We will impose no separate charge for brokerage commissions on agency trades or markups or markdowns on principal transactions, except mutual fund purchases, if any. Also in connection with the Fee Schedule option, you may decide to liquidate your portfolios in a separate account and incur commission charges before transferring assets to your Private Advisor Network account; such assets would be subject to the fees described in addition to the commissions.
Minimum Account Size—$100,000 or higher depending on Manager selected
Execution Schedule: (No separate charge for Private Advisor Network services)
Under the Execution Schedule, you will pay for Private Advisor Network services by paying commissions for each transaction in the account at our normal commission rate for such agency transactions and at the normal markup or markdown imposed on Client accounts for principal transactions. You will also be subject to any other fees associated with our standard brokerage accounts, including postage and handling fees, transfer taxes, exchange fees and any other fees required by law. In addition, if your household assets are less than $250,000, you may also be subject to Wells Fargo Advisors’ annual account fee.
Neither the Execution Schedule nor Fee Schedule includes the advisory fees of the third-party investment manager. You pay for the services of your investment adviser separately. You authorize us to pay the separate investment advisory management fee invoiced by the adviser by debiting your account accordingly. It is your responsibility to determine if any such invoice from the investment adviser is proper or if the fee amount charged is accurate. You may revoke our authorization to pay the investment adviser fee on your behalf any time by written notice to us.
Private Advisor Network Non-Execution Accounts: Certain Clients may wish to utilize the selection or evaluation monitoring services of the Private Advisor Network without any execution service. Fees for such accounts, payment schedules and refunds thereof are negotiated on a case-by-case basis and may be determined as a percentage of assets under management, an annual fee or by consideration of other factors.
Fees for Customized Portfolios Accounts are only offered on a wrap-fee basis, covering all of our execution, consulting and custodial services as well as the adviser’s management fee for the adviser’s services.
Minimum Account Size—$250,000 to $2,000,000 depending upon chosen program manager.
C. Additional Fees and Expenses
Mutual Fund Redemption Fees
Certain mutual funds may require that you hold “no load” fund shares for a minimum time period, which is generally six (6) months. Such mutual fund shares may be subject to redemption fees if you redeem them prior to the end of the minimum holding period. These fees may be assessed either by our clearing agent or directly by the mutual fund sponsors, as described in their prospectuses.
Certain Class A mutual funds, including “load-waived” funds, may assess redemption fees to discourage heavy trading volumes of fund shares in connection with tactical trading approaches. Heavy trading of a fund's shares can prevent the fund from meeting its long-term objectives. Fees typically range from one quarter percent (.25%) to one percent (1.00%), although some funds’ charges are significantly higher. In order to avoid such charges, your account must hold most shares from thirty (30) to one hundred and twenty (120) days. You should refer to that fund's prospectuses or contact your investment adviser representative for information regarding a specific fund.
Deferred Sales Charges
You may incur sales charges when you sell or redeem Class B, C and similar mutual fund shares or variable products contracts held in your account, depending on the date of your purchase. For more specific information about fees and charges, including contingent deferred sales charges and surrender charges, you should refer to the fund or variable product prospectus. Depending upon the funds utilized, you may be responsible for paying a contingent deferred sales charge. Otherwise, these shares will not be required to pay any sales charges. Client accounts held at FCC will not be charged any 12(b)1 fees by FCC. In addition to the advisory fees described above, you are responsible for paying the following fees and expenses applicable to your account:
- Ticket charges and other related trading costs and expenses;
- Custodial fees;
- Odd-lot differentials;
- Transfer taxes;
- Wire transfer and electronic fund fees;
- Other fees and taxes related to brokerage accounts;
- IRA and qualified retirement plan fees;
- Internal management fees and administrative expenses for mutual funds, exchange traded funds and variable annuities as disclosed in the fund prospectus;
- Other fees and expenses required by law.
We and our representatives do not share in these fees. Please refer to Item 12 (Brokerage Practices) below for more information on our brokerage practices.
D. Prepayment of Fees
We calculate advisory fees on an annualized percentage of assets under management, which we assess quarterly, in advance. We will assess pro rata fees in the event that we execute the advisory agreement with you other than on the first day of the new calendar quarter. We assess advisory fees based on the value of the portfolio as of the last day of the previous calendar quarter.
Your advisory agreement may be terminated for any reason, by you or SFIG, within five (5) business days from the date of execution without penalty, or upon written notice to the other party. After five (5) days, you may terminate your account with us at any time. We will terminate your account effective immediately upon receiving a written request from you to terminate your account. If you terminate the agreement prior to the end of a calendar quarter, we will refund to you the pre-paid quarterly fee amount less the fee amount pro-rated to the date of termination.
You are responsible for any transactions initiated prior to the termination of the agreement. We will use reasonable efforts to follow your instructions with regard to the disposition of your account assets to the extent permitted by law and the policies of the firm where you transfer your assets.
Your advisory agreement may be terminated for any reason, by you or SFIG, within five (5) business days from the date of execution without penalty, or upon written notice to the other party. After five (5) days, you may terminate your account with us at any time. After five (5) days, you may terminate your account with us at any time. We will terminate your account effective immediately upon receiving a written request from you to terminate your account. If you terminate your financial plan agreement with us prior to our delivery of the financial plan to you, you may be eligible for a partial refund on pro-rated basis based upon the amount of time we have spent on your project.
Third Party Managers
You may pay fees in advance or in arrears to third party managers depending upon the program in place for your selected third party manager. Please see the ADV 2 of your third party manager and your advisory agreement with the manager for disclosures regarding prepayment of fees.
E. Compensation for Sale of Securities or Other Investment Products
Our investment adviser representatives are also registered representatives of our affiliated broker-dealer, SFIG, and/or licensed insurance agents with various insurance companies. In such capacities, they may offer securities and insurance products to brokerage clients and receive normal and customary commissions as a result of such transactions.
We do not charge commissions in addition to our advisory fees to advisory clients. However, some mutual funds distribute payments to broker-dealers pursuant to a 12b-1 distribution plan, or other such plan, as compensation for brokerage services. In their capacity as broker-dealer agents acting on your behalf, our investment adviser representatives may be eligible to receive such service fees and compensation. It is generally our policy that our investment adviser representatives do not receive 12b-1 fees on mutual funds we recommend.
Through SFIG, we execute securities transactions on behalf of brokerage clients who may also be our advisory clients. In such brokerage transactions, we receive commissions or markups that are considered compensation from our clients for brokerage transactions. This arrangement presents a conflict of interest because advisory clients may also be brokerage clients and, therefore, we could find it beneficial to advise a particular client to become either an advisory client or a brokerage client depending on the amount of compensation we think we may receive. We address this conflict by executing brokerage transactions for advisory clients only on an unsolicited basis (the brokerage customer requests that we execute a trade on the customer's behalf rather than our making an investment decision or recommendation) at rates we consider competitive and by always seeking execution at the best price. At times, commissions, mark-ups or mark-downs may be higher than at an unaffiliated broker-dealer.
We have procedures in place to monitor execution quality on an ongoing basis. We may charge our financial planning clients separate and customary commissions for securities transactions that they may choose to have us execute for them. Although our clients are not obligated to choose SFIG as the broker-dealer for their accounts, in the event that they choose SFIG, it may present a conflict of interest, particularly for transactions that we have recommended to them. We may have a conflict of interest under these circumstances because we may have an incentive to recommend investment products based on the compensation that we will receive, rather than on our clients' needs. Clients may also be able to obtain the same services from another broker-dealer for lower fees.
We disclose this conflict to financial planning clients at the time we meet with the client to discuss implementation of the financial plan. In addition, if we recommend mutual funds in these cases, we generally recommend “no load” funds. A “no load” fund does not charge a sales commission.
When you open non-managed brokerage accounts with our investment adviser representatives who are also broker-dealer agents registered with our affiliated broker-dealer, or purchase insurance products from our investment adviser representatives who are also insurance agents, there may be a potential conflict of interest because such representatives and/or insurance agents have an interest in making commissions on sales which may not be in your best interests.
We do not charge our clients any commissions or mark-ups in addition to our advisory fees. Therefore, less than fifty percent (50%) of our revenue from advisory clients results from commissions and other compensation for the sale of investment products we recommend to our clients.
You should be aware that commissions or Program fees charged may be higher or lower than those otherwise available if you were to select a separate brokerage service and negotiate commissions in the absence of the extra advisory service provided.
You should consider the value of these advisory services when making such comparisons. The combination of custodial, advisory and brokerage services may not be available separately or may require multiple accounts, documentation and fees.
You should also consider the amount of anticipated trading activity when selecting among the Programs and assessing the overall cost. Advisory Programs typically assume a normal amount of trading activity and, therefore, under particular circumstances, prolonged periods of inactivity or asset allocations with significant fixed income or cash weightings may result in higher fees than if commissions were paid separately for each transaction.
If you liquidate securities prior to initiating or after terminating program services, you will be subject to customary brokerage charges with respect to that transaction, in addition to any program fees that are applicable during the period.
A portion of the fees or commissions charged for the Programs described here may be paid to our FAs in connection with the introduction of Accounts as well as for providing client-related services within the Programs. This compensation may be more or less than a FA would receive if you paid separately for investment advice, brokerage and other services, and may vary, depending on the program or services offered. We may also advance to Financial Advisors a portion of the future estimated fees for Clients who invest in a Program. Therefore, your Financial Advisor may have an incentive to recommend these Programs over other Programs or services.
Unless agreed to otherwise, you authorize us to deduct fees at the rate indicated in the Fee Schedule for your Program quarterly, in advance, from your account(s). For the purposes of calculating the Program fees, “Value of the Account” means the sum of the long and short market value of all securities, money market funds and mutual funds, if applicable, plus credit balances. In valuing the Account, we will use the closing prices or, if not available, the lowest published “bid-price,” and if none exist, the last reported transaction if occurring within the last 45 days. For mutual funds, we will use the fund’s most current net asset value, as computed by the fund company. We use information provided by quotation services believed to be reliable. If any such prices are unavailable or believed to be unreliable, we will determine prices in good faith so as to reflect our understanding of fair market value.
The initial fee is calculated as of the date that the account is accepted into the Program and covers the remainder of the calendar quarter. There may be a short delay between inception and initial transactions. Subsequent fees will be determined for calendar quarter periods and calculated on the basis of the market value of the securities and cash and cash alternatives held for your Account on the last business day of the prior calendar quarter.
No fee adjustment will be made during any fee period for appreciation or depreciation in the value of the assets in your Account during that period. The Account will be charged or refunded a pro-rated quarterly fee on any net additions or net withdrawals in the account during a month. Fees will be charged or refunded if the net addition or net withdrawal would generate a fee or refund of at least $40 for that quarter. Fees will be assessed in the month following the net addition or net withdrawal. Fees are based on the Value of the Assets in your Account, and neither SFIG nor WFA will not be compensated on the basis of a share of capital gains on or capital appreciation of the funds or any portion of your funds.
Whenever there are changes to the fee schedule, the schedule charges previously in effect shall continue until the next billing cycle.
Risk in the Use of Margin
To the extent margin is used in your Account, you should be aware that the margin debit balance will not reduce the market value of eligible assets and will therefore increase the asset-based fee you are charged. The increased asset-based fee may provide an incentive for your FA to recommend the use of margin strategies. The use of margin is not suitable for all investors since it increases leverage in your Account and therefore risk.
Please see the Margin Disclosure Statement and General Account Agreement and Disclosure Document for more details on the risks of margin use.
Other Account Fees
The fee does not include certain dealer markups or markdowns, odd lot differentials, transfer taxes, exchange fees, execution fees (foreign and/or domestic) when applicable, and any other fees required by law. Cash balances in the account may be invested in money market mutual funds including, as permitted by law, those with which we have agreements to provide advisory, administrative, distribution and other services and for which we receive compensation for the services rendered. As a shareholder of a money market fund, in addition to fees you pay us under this Program, you will bear a proportionate share of the money market fund’s expenses, including the investment management fees that are paid to the fund’s investment adviser, a WFA affiliate. For more information about these funds, refer to their prospectuses. In a low interest rate environment, the yield that you earn on cash and cash alternatives including cash sweep funds, CDs and money market funds may not offset advisory fees. In some instances, the effective yield of the investment may in fact be negative.
Non-brokerage fees, such as IRA fees, are not included in the wrap fee and may be charged to your Account separately. Excluded from this value are securities that you may purchase and wish to hold in your brokerage account but which are not included in the services provided under the Program you select. In this case, you will pay separately for the execution costs associated with making such separate transactions. As described more fully below, the minimum account fee and the standard annualized fees may be different, depending on the asset classes invested by the account.
Costs of Investing in Mutual Funds
In addition to Program fees, as a shareholder of a money market, mutual fund or closed-end fund, you will bear a proportionate share of the fund’s expenses, including investment management fees that are paid to the fund’s investment adviser, who may be an affiliate of ours. WFA or our affiliates may receive fees from these mutual funds or closed-end funds. SFIG and/or WFA may earn fees from our possession and temporary investment of cash balances in your Account(s) before they are “swept” into a money market fund or Depository Product. You may elect not to participate in the cash sweep program. It is your responsibility to monitor the cash sweep options and determine whether you prefer to invest cash balances in products offered outside the sweep program.
Your money manager may maintain a percentage of portfolio assets in cash and cash alternatives, such as money market securities. You may pay more in program fees with respect to those securities than the interest earnings they generate.
Smaller accounts may be affected more due to the program fee structure.
WFA, its affiliate services provider or third party service providers may collect from any of the mutual funds in which you invest compensation for recordkeeping, sub-Accounting, shareholder communications, administrative and other similar services we provide to a fund for your benefit. In addition, we may collect other asset-based fees for the execution of fund share purchases or the performance of clearance, settlement, custodial or other ancillary functions, except as indicated below. WFA or our service providers may collect such fees directly or indirectly from some or all of the mutual funds in which you invest, and we may pay any such fees it receives to our FAs. The amount of the fees we or your FA receive will vary, depending on the percentage paid pursuant to a fund’s Rule 12b-1 plan or as otherwise agreed to by the fund. You understand and agree to the payment of such compensation.
In the case of ERISA Accounts, the fees described in this paragraph paid to us or our affiliate will be credited against your Program fees. These fees are in addition to the quarterly program fee and are imbedded in the mutual fund pricing. SFIG and/or WFA may also receive payments in the form of marketing support from mutual fund companies for non-advisory Account mutual fund sales.
Certain Funds make multiple no-load, institutional, advisory or load-waived share classes available for purchase through investment advisory programs. These share classes may be available only through our investment advisory programs and have different and lower shareholder servicing, sub-accounting, investment management and 12b-1 fees and charges from other shares classes offered by those Funds. As a result, some clients may have purchased these lower-cost institutional share classes, while others may have purchased a non- institutional share class. We review our policies, procedures and systems to determine whether to continue to support these multiple no-load and load-waived share classes, and we reserve the right to no longer offer certain share classes within our Programs.
Client Account Agreements may be terminated by either party at any time upon written notice. If you terminate your Agreement, a pro rata refund will be made, less reasonable start-up costs. You have the right, within five (5) days of execution, to terminate the Client Agreement without penalty. In the event of cancellation of Client agreements, fees previously paid pursuant to the Fee Schedule will be refunded on a pro rata basis, as of the date notice of such cancellation is received by the non-canceling party, less reasonable start-up costs. If you choose to terminate your Agreement with any of our investment advisory Programs, we can liquidate your account if you instruct us to do so. If so instructed we will liquidate your Account in an orderly and efficient manner. We do not charge for such redemption; however, you should be aware that certain mutual funds impose redemption fees as stated in their fund prospectus. You should also keep in mind that the decision to liquidate security issues or mutual funds may result in tax consequences that should be discussed with your tax advisor.
We will not be responsible for market fluctuations in your Account from time of written notice until complete liquidation. All efforts will be made to process the termination in an efficient and timely manner. Factors that may affect the orderly and efficient liquidation of an Account might be size and types of issues, liquidity of the markets, and market makers’ abilities.
Should the necessary securities’ markets be unavailable and trading suspended, efforts to trade will be done as soon as possible following their reopening. Due to the administrative processing time needed to terminate an advisory Account, termination orders cannot be considered market orders. It may take several business days under normal market conditions to process your request.
If a Program Account is terminated but you maintain a brokerage Account with us, the money market fund used in a sweep arrangement may be changed and/or your shares may be exchanged for shares of another series of the same fund. You will bear a proportionate share of the money market fund’s fees and expenses. You are subject to the customary brokerage charges for any securities positions sold in your Account after the termination of Program services.
Certain Masters and DMA portfolios invest in mutual funds that are only available to the investment adviser’s Masters and DMA client accounts. These mutual funds are proprietary to the investment adviser, carry no expense ratio, and must be liquidated if you or WFA terminates the investment adviser. These mutual funds will not be transferred out of the broker/dealer through the ACAT process. Portfolios that include this type of investment vehicle as a holding cannot harvest tax gain/loss requests from the pooled vehicle, nor can restrictions be applied to the pooled vehicle. Refer to the Masters Manager profiles for a description of manager portfolio holdings, including investments in these dedicated, “pooled investment vehicles.”
Performance Based Fees and Side-by-Side Management
Neither SFIG nor WFA charges performance-based fees in any of its investment advisory programs. WFA does not have any side-by-side management situations.
Types of Clients
SFIG provides the advisory, portfolio management and financial planning services described in this brochure to individuals, high net worth individuals, corporations, pension and profit-sharing plans, trusts, estates, or charitable organizations, governmental entities, educational institutions, as well as banks or thrift institutions.
The minimum initial account values for the Programs described in this document are listed above under Item 5. SFIG may terminate client Accounts with written notice if they fall below minimum Account value guidelines established by the firm. Under certain limited circumstances, the minimum account size may be waived.
WFA may act as sub-adviser for the advisory programs offered by its affiliates Wells Fargo Advisors Financial Network, LLC and H.D. Vest Advisory Services, Inc. and certain fully- disclosed firms that clear their transactions through our affiliate and clearing firm, FCC, a qualified custodian. The minimum and maximum account sizes that these firms require may differ than those we require as stated in this Disclosure Document.
Please refer to the Disclosure Document of those firms, as appropriate, to determine the minimum and maximum account sizes permitted.
Methods of Analysis, Investment Strategies and Risk of Loss
Method of Analysis and Investment Strategy
Our security analysis methods include charting, fundamental, technical and cyclical methods of analysis. Our investment adviser representatives design portfolios based on commercial investment research available to all advisors, as well as publically available information.
We customize our investment strategies to the needs of each client. The investment adviser representatives may include government and/or agency securities, money market accounts, certificates of deposit, closed end funds, unit investment trusts, open ended mutual funds, stocks, bonds, municipal bonds and ETFs in their allocations. Investment adviser representatives will not include non-traded REITs or limited partnerships or other illiquid direct participation programs. We may use margin accounts for our clients.
Material Risks Involved For Each Significant Investment Strategy
All of our investment strategies have risk. That risk may include the risk of loss of principal, the risk of declining income yield or the risk of missing the investor’s long-term goal.
More specifically, there are myriad risks that one may be exposed to when investing. While the following list is not meant to be comprehensive, it does enumerate many of the risks we are aware of and attempt to manage through our day-to-day operations as investment advisers.
- Concentration Risk is the risk of having too many eggs in one basket. We actively try to avoid an overconcentration in any one (1) investment.
- Credit Risk is the risk of a company being unable to meet its obligations. In general, this risk is inherent in bond portfolios.
- Equity Market Risk is the risk that stock markets will generate negative, rather than positive, total returns.
- Foreign Currency Risk is the risk that our portfolios will have exposure to non-dollar securities and that changes in the relationship between the U.S. Dollar and foreign currencies cause a non-dollar denominated investment, when translated back into U.S. dollars, to have a lower or higher value. Foreign currency risk can add to, or subtract from overall returns. We may invest in mutual funds with exposure to foreign currencies.
- Sovereign Risk is the risk that investments in companies or securities with exposure to non-U.S. countries and political systems are impacted by the performance or action of governments in those countries. We may invest in mutual funds with exposure to non- U.S. companies that operate outside of U.S. borders.
- Interest Rate Risk is a risk inherent in the bond markets whereby higher interest rates can cause the value of fixed income securities or funds to fall, and vice-versa. That being said, higher interest rates can also contribute to higher yields in bond funds, over time. The level of interest rate risk taken by a portfolio manager is the decision of that manager.
- Inflation Risk is the risk that rising inflation diminishes the value of your assets and/or investments, a risk faced by consumers and investors alike.
- Liquidity Risk is the risk that an investor may not be able to exchange their portfolio holdings for cash on an as-needed basis. Mutual funds provide daily liquidity, as do bonds and exchange-traded funds since they are actively traded every day their particular markets are open. An example of a non-liquid investment might be shares in a private company or private investment fund. We do not invest in either.
- Credit Ratings of debt securities represent rating agencies’ opinions regarding their credit quality and are not a guarantee of quality. Rating agencies attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market value; therefore, they may not fully reflect the true risks of an investment. Also, rating agencies may fail to make timely changes in credit ratings in response to subsequent events so that an issuer's current financial condition may be better or worse than a rating indicates. Consequently, FAs will use credit ratings of portfolio investments only as a preliminary indicator of investment quality.
- Margin Risk: For those accounts where we borrow (from a broker-dealer) a portion of the purchase price of securities, both gains and losses on the amount of funds invested are greater than if we purchased such securities without borrowing. In declining markets a client may lose more than the funds invested in such securities.
- Investment Grade Debt Securities are investment grade rated obligations that have credit ratings that are intended to reflect (but will not necessarily reflect) relatively less credit risk than high yield debt securities. Risks of investment grade debt securities may include (among others): (i) marketplace volatility resulting from changes in prevailing interest rates; (ii) the absence, in many instances, of collateral security; and (iii) the declining creditworthiness and the greater potential for insolvency of the issuer of such investment grade debt securities during periods of rising credit spreads and/or interest rates and/or economic downturns.
Material Risks Associated with Certain Securities
As stated above, our investment recommendations include ETFs and mutual funds. Specific risks associated with particular mutual funds and ETFs are outlined in the prospectuses for the individual funds that we provide to you when we invest in those funds on your behalf. We encourage you to read the prospectuses in order to understand fully the risks involved in each fund.
Brief descriptions of some of these risks:
Manager risk is the chance that poor security selection or focus on securities in a particular sector, category or group of companies will cause the fund to underperform relevant benchmarks or other funds with a similar investment objective.
Investment style risk is the chance that returns from the specific strategy will trail returns from the overall stock market.
Sector risk is the chance that significant problems will affect a particular sector or that returns from that sector will trail returns from the overall stock market. Daily fluctuations in specific market sectors are often more extreme than fluctuations in the overall market.
Non-diversification risk is the chance that a fund’s performance may be hurt disproportionately by the poor performance of relatively few stocks or even a single stock. Certain funds may be non-diversified, which means that they may invest a greater percentage of their assets in the securities of a small number of issuers as compared with other mutual funds.
ETFs are typically registered investment companies whose shares represent an interest in a portfolio of securities that track an underlying benchmark or index. (Some ETFs that invest in commodities, currencies, or commodity or currency based instruments are not registered as investment companies.) Unlike traditional mutual funds, shares of ETFs typically trade throughout the day on a securities exchange at prices established by the market. While investing in ETFs may create similar risks to those of mutual funds (because ETF shares are traded on an exchange), they are subject to additional risks that include the following:
Valuation Risk: ETFs are listed for trading on exchanges and can be bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF share typically will approximate its net asset value ("NAV"), there may be times when the market price and the NAV vary significantly. Thus, you may pay more or less than NAV when you buy an ETF share and you may receive more or less than NAV when you sell those shares.
Liquidity Risk: Although ETF shares are listed for trading on exchanges, it is possible that they may not maintain an actively trading market. In addition, trading of ETF shares on an exchange may be halted by the activation of individual or market-wide “circuit breakers” (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of ETF shares may also be halted if: (1) the shares are delisted from the exchange where they are trading without first being listed on another exchange; or (2) exchange officials determine that such action is appropriate in the interest of a fair and orderly market or to protect investors.
Portfolio Manager Selection and Evaluation
Each Program described in this disclosure document has specific criteria used in evaluating and/or selecting portfolio managers or underlying investments for inclusion in the program. Please see Section “Services, Fees and Compensation” for each specific Program to review the criteria used in that Program.
Services Tailored to Individual Client Needs
All of our investment recommendations for Program Accounts are based on an analysis of your individual financial needs, as reported in your “Account Profile.” They are drawn from research and analysis we believe to be reliable and appropriate to your financial circumstances. Each of the advisory services we offer is tailored to a specific type of investor and designed to meet their individual investment objectives, financial needs and tolerance of risk. A detailed description of these Programs is provided in Section “Services, Fees and Compensation.”
Client Restrictions and Instructions
We will comply with any reasonable instructions and/or restrictions you give us when making recommendations for your Account. Reasonable instructions generally include the designation of particular securities or types of securities that should not be purchased for the Account.
If your restrictions are unreasonable or if we or your Financial Advisor believe that the restrictions are inappropriate, we will notify you that unless the restrictions are modified, we may remove your Account from the Program. You will not be able to provide instructions that prohibit or restrict the investment adviser of an open-end or closed-end mutual fund or an ETF, with respect to the purchase or sale of specific securities or types of securities within the fund or ETF.
Our policy is generally to liquidate your pre-existing securities portfolio immediately and bring the Account into conformity with your target allocations. If you wish to hold certain positions for tax or investment purposes, you should consider holding these positions in a separate Account.
Risk of Loss
All investments shall be at your risk exclusively, and you must understand that we do not guarantee any return on the investments recommended or advised upon and may not be responsible for losses resulting from such trading or for any transactions that we have not recommended to you.
Voting Client Securities
Please refer to the respective investment advisers’ Form ADV for a full disclosure of its proxy voting policies and procedures.
Client Contact with Portfolio Managers
Client’s contact for information and consultation regarding their Program Accounts is generally their Financial Advisor. In certain instances, Financial Advisor may coordinate their response with the Portfolio Manager (if applicable) or arrange for the Client to consult directly with the Portfolio Manager.
In its capacity as a broker-dealer, on April 10, 2018, SFIG entered into a Letter of Acceptance, Waiver and Consent with FINRA to settle allegations that, from May 2013 through April 2016, SFIG failed to establish and implement a compliant Anti-Money Laundering Program and that the firm did not adequately detect and investigate certain suspicious client activity. Without admitting or denying the findings, SFIG agreed to a censure and a $200,000 fine.
Other Financial Industry Activities and Affiliations
Accounts are carried by Wells Fargo Clearing Services, LLC (WFCS), a qualified custodian. WFCS (to include trade name FCC) is an affiliate owned indirectly by Wells Fargo. WFA and WFCS are members of all principal stock exchanges in the United States, including the New York Stock Exchange and NASDAQ. WFA and WFCS are also members of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC). WFCS may also route transactions through its affiliate, Wells Fargo Securities, LLC.
SFIG is a non-bank affiliate of Simmons Bank. SFIG is not a bank or thrift and is a separate and distinct corporate entity from its affiliated banks. SFIG is a member of the Financial Industry RegulatoryAuthority(FINRA)and the Securities InvestorProtection Corporation (SIPC). Unless otherwise stated as the case, the investment advisory services offered and the underlying stock, bonds, mutual funds and other securities bought or sold through us are not deposits of any bank and are not insured or otherwise protected by the Federal Deposit Insurance Corporation (“FDIC”) or another government agency. They are not obligations of any bank or any affiliate of SFIG; are not endorsed or guaranteed by Simmons Bank, SFIG, or any bank or any affiliate of SFIG; and involve investment risk including possible loss of principal. Cash balances in Client Accounts may be held in a depository product sponsored by a Wells Fargo entity. Deposit products, like the cash sweep program, are protected by FDIC insurance up to applicable limits.
Our obligations and commitments do not extend to any affiliated bank or thrift, and any such bank or thrift is not responsible for securities we sell or purchase. We may also purchase those securities from an affiliate or sell them to an affiliate. In addition, we or our affiliates may act as an investment adviser to issuers whose securities may be sold to Clients.
Code of Ethics
A. Code of Ethics
We maintain a Code of Ethics that details our and our related persons' responsibility to adhere to the highest standards of behavior. You, as an existing or prospective client, may obtain a copy of our entire Code by contacting James Alger, Chief Compliance Officer at (501) 907-2297.
The Code sets forth our high standards of business conduct to our clients. Our Code acts as a reminder to our employees that our responsibility to our clients is to provide effective and proper professional investment management advice based upon unbiased independent judgment and to set standards for employee conduct in those situations where conflicts of interest are most likely to arise. The Code also includes procedures that allow us to monitor employee activity for compliance with the Code.
Our Code of Ethics is designed to ensure that the personal securities transactions, activities and interests of our employees do not interfere with our making decisions in your best interests while at the same time allowing our employees to invest for their own accounts. Our employees may buy or sell securities for their personal accounts that are identical to those securities that they recommend to you. Therefore, our Code requires that we review our employees' personal trading on a monthly basis. We also monitor our employees' personal trading to detect and prevent conflicts of our interests with your interests. We also review trade blotters on a daily basis to ensure that our employees do not trade ahead of our clients. Our Code expressly prohibits our employees from purchasing or selling any security before we have made a transaction in that security for your account. Therefore, such employees are prevented from benefitting from transactions placed on behalf of your advisory account. In order to prevent employees from benefitting from market activity caused by your activity in a security that is also held by an employee, we continually monitor our employees' trading activity.
All of our Supervised Persons are required to acknowledge the terms of the Code of Ethics annually as part of the Annual Compliance Agreement, or as amended.
We have established the following restrictions and disclosures in order to ensure that we are avoiding any conflict of interest:
- Our directors, officers and employees will not buy or sell securities for their personal portfolio where their decision is made substantially, in whole or in part, from information obtained through their employment with us, unless the information is also available to the investing public upon reasonable inquiry. Our associated persons will not put their own interests before yours.
- It is our policy not to affect any principal or agency cross securities transactions for your account. A principal transaction is usually defined as a transaction where we, acting as principal for our own account or the account of our affiliated broker-dealer, buy or sell any security with your or any other client's account. It would also be considered a principal transaction if we had an affiliated hedge fund that bought or sold securities with your or any other advisory client's accounts. An agency cross transaction would occur when we, as an investment adviser, or a person controlled by us or under common control with us, acts as a broker for both you and another person on the other side of the transaction. Typically, agency cross transactions occur when an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer.
- Our associated persons are also registered representatives of our affiliated broker-dealer, SFIG. In their capacity as investment adviser representatives, they may recommend that you make trades through SFIG. However, you are under no obligation to make trades though SFIG's registered representatives.
- Where applicable, you must sign a discretionary investment management agreement with us before we will begin managing your accounts. This agreement gives us the right to choose both the amount and type of security to be traded in your account without receiving your prior consent.
B. Recommending Securities in Which We Hold a Financial Interest
We do not recommend or buy or sell securities in which we or a related party hold a material financial interest.
C. SFIG Employees Investing in the Same Securities as Clients
Our associated persons may buy or sell securities for their personal accounts, subject to certain restrictions that are identical to those that we recommend to you and our other clients.
Potential conflicts arise when our associated persons buy or sell the same securities we buy or sell for you or our other clients. For instance, if associated persons have knowledge of pending client trades that could impact the market price of a security, they may time their transactions so as to receive a better price than that of the clients. Potential conflicts also arise if an associated person participates in an aggregated trade with client accounts. When we aggregate orders for securities it means that we combine purchase or sale orders from individual client accounts into one larger order to purchase or sell a larger amount of a particular security. There are ways that the associated person can favor his or her own account in allocating the security to the various accounts following the execution of the trade. Other conflicts may arise from time to time relating to associated persons trading in the same securities as you or our other clients.
Because of the potential conflicts inherent in permitting associated persons to trade in the same securities as clients, our Code of Ethics is designed to ensure that we put the best interests of the client first in making and implementing investment decisions. Among other things, the Code:
- prohibits associated persons from trading ahead of pending client orders; and
- requires associated persons to comply with our aggregated trade policy, as described below.
Associated persons may be included in an aggregated trade with client accounts where aggregation is consistent with our duty of best execution if the following requirements are met:
- we will not favor any account over any other account;
- all accounts will share in the commission cost and receive the total average price for the securities;
- we maintain a record of the order that includes each participating account and its allocation that we complete prior to entering the aggregated order;
- we allocate completed orders consistent with the initial allocation;
- we allocate partially filled orders on a pro rata basis; and
- we note all exceptions on the order.
D. SFIG Employees Trading in the Same Securities as Clients at the Same Time.
Subject to the guidance in Item 11C
A. Criteria for Broker Selection and Reasonableness of Compensation
For our Advisory Programs, WELLS FARGO CLEARING SERVICES (FCC), provides brokerage services. SFIG acts as the broker and its clearing firm, FCC, acts as the executing broker and custodian. SFIG does not charge commissions on Advisory Program accounts.
B. Soft Dollar Programs
We do not participate in soft dollar programs with brokers where soft dollar credits are generated based upon a certain level of commissions for use in purchasing research or other products or services.
C. Brokerage for Client Referrals
SFIG utilizes FCC solely for brokerage execution services.
Review of Accounts
A. Periodic Review of Client Accounts
Your Managed accounts are reviewed at least annually by your Financial Advisor. We may use different computerized models, methods of asset allocation and various software programs. We may rebalance clients' portfolios quarterly or as conditions dictate. You may instruct changes in the allocation of your portfolio at any time.
Our investment adviser representatives will also contact you at least annually, or more frequently, upon request, to review performance, changes in your net worth, income, goals and objectives, and to determine whether you have had any material changes in your financial condition. Our investment adviser representatives are available to give you advice, make recommendations and execute transactions on a continuous and regular basis.
B. Review of Client Accounts on Other than Periodic Basis
Our investment adviser representatives will also contact you upon request to review performance changes in your net worth, income, goals and objectives, and to determine whether you have had any material changes in your financial condition. Our investment adviser representatives are available to give you advice, make recommendations and execute transactions on a continuous and regular basis.
Representatives may also review your account more frequently based on other factors, such as material market events or changes in your personal situation.
C. Content and Frequency of Client Reports
SFIG through its clearing firm (FCC) prepares written statements for your account monthly depending on the activity in your account and prepares quarterly performance reports, sending those statements and reports directly to you.
In most cases, we will also generate written financial plans for you when we provide you with financial planning services.
Client Referrals and Other Compensation
Economic Benefits from Third Parties
See Item 5 for a discussion of our arrangements with third party managers and associated conflicts of interest.
We also provide access to various third party money manager programs. We and/or our investment adviser representatives or solicitors may recommend you to such programs and may assist in determining your objectives and goals. Under these circumstances, you will pay one fee to the sponsors of such programs and the sponsors will pay a portion of such fee to us. We do not receive any other economic benefit from such third party money managers or from anyone else for providing investment advice or other advisory services to our clients.
We require you to designate FCC to act as the qualified custodian for your account as part of your Managed Program agreement with us. We do not maintain physical custody of any client assets. However, WFCS debits client advisory accounts for payment of advisory fees. For client accounts managed by third party money managers, such money managers will choose the custodian for your account.
Clients receive account statements directly from the custodian for their accounts at least quarterly. You should carefully review these account statements.
When you sign an agreement to participate in our Managed Programs, if you wish for us to manage your account on a discretionary basis, you are required to provide written discretionary authority allowing us to determine which securities are bought or sold in your account, including the amounts and prices of those securities. Your written authorization will also define all limitations on our discretionary authority, if any. We will always exercise such investment discretion in a manner that is consistent with your specific account's written investment objectives, guidelines, limitations and restrictions.
Voting Client Securities
We do not and will not accept the proxy authority to vote our clients securities. In addition, we will not provide advice to our clients about how to vote proxies. Our clients will receive proxies or other solicitations directly from the custodian or transfer agent. In the event that proxies are sent to us, we will forward them on to our clients and ask the party who sent them to mail them directly to our clients in the future. For more information on voting client securities, please see your specific program disclosure document.
Registered investment Advisors are required in this Item to provide you with certain financial information or disclosures about SFIG’s financial condition.
Although SFIG’s asset management fee is due and payable in advance at the end of each calendar quarter, we do not require nor do we solicit prepayment six (6) months or more in advance. Therefore, we have not included a balance sheet for our most recent fiscal year. We do not have any financial condition to disclose that is likely to impair our ability to meet our contractual commitments to our clients. SFIG has never been the subject of a bankruptcy petition.