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The Standard

Members and Candidates must disclose to their employer, clients, and prospective clients, as appropriate, any compensation, consideration, or benefit received from or paid to others for the recommendation of products or services.

Test your understanding of Standard VI(C)


Members and candidates must inform their employer, clients, and prospective clients of any benefit received for referrals of customers and clients. Such disclosures allow clients and employers to evaluate (1) any partiality shown in any recommendation of products or services and (2) the full cost of the services. Members and candidates must also disclose when they pay a fee or provide compensation to others who have referred prospective clients to the member or candidate.

Appropriate disclosure means that before entry into any formal agreement for services, members and candidates must inform the client or prospective client of any benefit given or received for the recommendation of any services provided by the member or candidate. The member or candidate must disclose the nature of the consideration or benefit—for example, flat fee or percentage basis, one-time or continuing benefit, benefit based on performance, benefit in the form of provision of research, or other noncash benefit—together with the estimated dollar value. Consideration includes all fees, whether paid in cash, in soft dollars, or in kind.

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Compliance Practices

Members and candidates should encourage their employers to develop procedures related to referral fees. Employers may completely restrict such fees or outline the appropriate steps for requesting approval of a referral fee arrangement. Members and candidates who participate in approved referral fee programs should provide to their employer regular (at least quarterly) updates on the amount and nature of compensation received through referral fee arrangements.

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Application of the Standard

Example 1 (Disclosure of Referral Arrangements and Outside Parties)

Brady Securities, Inc., a broker/dealer, has established a referral arrangement with Lewis Brothers, Ltd., an investment management firm. In this arrangement, Brady Securities refers all prospective tax-exempt accounts, including pension, profit-sharing, and endowment accounts, to Lewis Brothers. In return, Lewis Brothers makes available to Brady Securities on a regular basis the security recommendations and reports of its research staff, which registered representatives of Brady Securities use in serving customers. In addition, Lewis Brothers conducts monthly economic and market reviews for Brady Securities personnel and directs all stock commission business generated by referral accounts to Brady Securities.

White, a partner at Lewis Brothers, calculates that the incremental costs involved in functioning as the research department of Brady Securities are US$200,000 annually. Referrals from Brady Securities last year resulted in fee income of US$1.8 million for Lewis Brothers, and directing all stock trades through Brady Securities resulted in additional costs to Lewis Brothers’ clients of US$100,000.

Branch, the chief financial officer of Maxwell Inc., is seeking an investment manager for Maxwell’s profit-sharing plan and contacts White about Lewis Brothers’ investment management services. She tells White that her friend at Brady Securities, Hill, recommended Lewis Brothers without qualification. White secures Maxwell as a new client but does not disclose his firm’s referral arrangement with Brady Securities.

Comment: White violated Standard VI(C) by failing to inform the prospective customer of the referral fee arrangement with commissions paid to Brady Securities. Such disclosure could have caused Branch to reassess Hill’s recommendation and make a more critical evaluation of Lewis Brothers’ services.

Example 2 (Disclosure of Interdepartmental Referral Arrangements)

Handley works for the trust department of Central Trust Bank. He receives compensation for each referral he makes to Central Trust’s brokerage department and personal financial management department that results in a sale. He refers several of his clients to the personal financial management department but does not disclose the arrangement at Central Trust to his clients.

Comment: Handley violated Standard VI(C) by not disclosing the referral arrangement at Central Trust Bank to his clients. Standard VI(C) does not distinguish between referral payments paid by a third party for referring clients to the third party and internal payments paid within a firm to attract new business to a subsidiary. Members and candidates must disclose all such referral fees. Therefore, Handley is required to disclose, at the time of referral, any referral fee agreement in place among Central Trust Bank’s departments. The disclosure must include the nature and the value of the benefit.

Example 3 (Disclosure of Referral Arrangements and Informing Firm)

Roberts is a portfolio manager at Katama Investments, an advisory firm specializing in managing assets for high-net-worth individuals. Katama’s trading desk uses a variety of brokerage houses to execute trades on behalf of its clients. Roberts asks the trading desk to direct a large portion of its commissions to Naushon, Inc., a small broker/dealer run by one of Roberts’s business school classmates. Katama’s traders have found that Naushon is not very competitive on pricing, and although Naushon generates some research for its trading clients, Katama’s other analysts have found most of Naushon’s research to be not especially useful. Nevertheless, the traders do as Roberts asks, and in return for receiving a large portion of Katama’s business, Naushon recommends the investment services of Roberts and Katama to its wealthiest clients. This arrangement is not disclosed to either Katama or the clients referred by Naushon.

Comment: Roberts is violating Standard VI(C) by failing to inform her employer and clients of the referral arrangement.

Example 4 (Disclosure of Referral Arrangements and Outside Parties)

The state employee pension plan is seeking to hire a firm to manage the pension plan’s emerging market allocation. To assist in the review process, the plan hires Arronski as a consultant to solicit proposals from various advisers. Arronski is contracted by the plan to represent its best interest in selecting the most appropriate new manager. The process runs smoothly, and Overseas Investments is selected as the new manager.

The following year, it comes to light that Arronski charges fees to investment managers that he recommends if they are awarded new pension allocations. Although the plan is happy with the performance of Overseas since it has been managing the plan’s emerging market funds, the plan still decides to have an independent review of the proposals and the selection process to ensure that Overseas is the appropriate firm for its needs. This review confirms that, even though Arronski was paid by both the plan and Overseas, the recommendation of Overseas appeared to be objective and appropriate.

Comment: Arronski violated Standard VI(C) because he did not disclose the fee being paid by Overseas. Withholding the information that firms pay Arronski once they are awarded business based on his recommendations implies a potential lack of objectivity in the recommendation of Overseas by Arronski.

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About the Author(s)

CFA Institute

CFA Institute is the global association of investment professionals that sets the standard for professional excellence and credentials. The organization is a champion of ethical behavior in investment markets and a respected source of knowledge in the global financial community. Our aim is to create an environment where investors’ interests come first, markets function at their best, and economies grow.

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