The Securities and Exchange Commission has charged the trustees, chief compliance officer and fund administrator of a pair of mutual fund trusts with causing untrue or misleading disclosures about the factors they considered when approving or renewing investment advisory contracts on behalf of shareholders.
The SEC investigation into the Northern Lights Fund Trust and the Northern Lights Variable Trust found that some of the trusts’ shareholder reports either misrepresented material information considered by the trustees or omitted material information about how they evaluated certain factors in reaching their decisions on behalf of the funds and their shareholders.
The trustees and the trusts’ chief compliance officer Northern Lights Compliance Services (NLCS) were responsible for causing violations of the SEC’s compliance rule, and the trusts’ fund administrator Gemini Fund Services (GFS) caused violations of the Investment Company Act recordkeeping and reporting provisions.
The firms and the trustees have agreed to settle the SEC’s charges.
The Northern Lights trusts included up to 71 mutual fund series from January 2009 to December 2010, most of which were managed by different advisers and sub-advisers.
The SEC’s order found that some boilerplate disclosures that were included by GFS in some fund series shareholder reports contained untrue or misleading information. For example, one disclosure claimed that the trustees had considered peer group information about the advisory fee, however no such data had been provided to the trustees. Other disclosures misleadingly indicated that the fund’s advisory fee was not materially higher than its peer group range, when in fact the fee was nearly double the peer group’s mean fee or even higher. GFS failed to ensure that certain shareholder reports contained the required disclosures about the trustees’ evaluation process, among other things.
In addition, the trustees’ approval of the advisers’ compliance programs was based primarily on their review of a brief written statement prepared by NLCS saying that the advisers’ compliance manuals were “sufficient and in use” and a verbal representation by NLCS that such manuals were adequate, the SEC said.
“Determining the terms of the investment advisory contract, especially compensation of the adviser, is one of the most critical duties of a mutual fund board,” said George Canellos, co-director of the SEC’s division of enforcement. “We will aggressively enforce investors’ rights to accurate and complete information about the board’s process and decision-making.”
The five trustees named in the SEC enforcement action are: Michael Miola of Arizona, Lester M. Bryan of Utah, Anthony J. Hertl of Florida, Gary W. Lanzen of Nevada, and Mark H. Taylor of Ohio.
