The Commission stated: "These proceedings arise out of breaches of fiduciary duty and inadequate disclosures by affiliated registered investment advisers Opco and OAM in connection with mutual fund share class selection practices and the fees Respondents and their associated persons received pursuant to Rule 12b-1 under the Investment Company Act of 1940 ("12b-1 fees")."

On March 11, 2019, the SEC "announced settled chargesagainst 79 investment advisers who will return more than $125 million to clients, with a substantial majority of thefunds going to retail investors. The actions stem from the SEC's Share Class Selection Disclosure Initiative , which the SEC's Division of Enforcement announced in February 2018 in an effort to identify and promptly correct ongoing harm in the sale of mutual fund shares by investment advisers. The initiative incentivized investment advisers to self-report violations of the Advisers Act resulting from undisclosed conflicts of interest, promptly compensate investors, and review and correct fee disclosures. The orders issued today address advisers who directly or indirectly received 12b-1 fees for investments selected for their clients without adequate disclosure, including disclosures that were inconsistent with the advisers' actual practices."