UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940

Release No. 6086 / August 10, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-20955

In the Matter of

IFP Advisors, LLC,

Respondent.

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 203(e) AND 

203(k) OF THE INVESTMENT ADVISERS 

ACT OF 1940, MAKING FINDINGS, AND 

IMPOSING REMEDIAL SANCTIONS AND 

A CEASE-AND-DESIST ORDER 

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 

(“Advisers Act”), against IFP Advisors, LLC (“Respondent” or “IFP”). 

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Administrative and Cease-And-Desist Proceedings, Pursuant to Sections 203(e) and 203(k) of the 

Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a

Cease-And-Desist Order (“Order”), as set forth below. 
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

Summary

These proceedings arise out of IFP’s (a) failure to supervise Richard Keith Robertson, an 

investment adviser representative associated with IFP who engaged in a fraudulent trade allocation 

or “cherry-picking” scheme; (b) failure to implement policies and procedures reasonably designed 

to prevent violations of the Advisers Act and its rules; and (c) false and misleading statements in its

Forms ADV concerning supposed safeguards in place to prevent representatives from placing their 

own interests ahead of those of IFP’s advisory clients. IFP is an investment adviser registered with 

the Commission. From January 2011 to at least December 2018, Robertson engaged in a cherrypicking scheme whereby he unfairly allocated purchases of securities between his personal and 

family accounts and his other IFP clients’ accounts. Robertson disproportionately allocated 

profitable trades to his personal and family accounts and disproportionately allocated unprofitable 

trades to his other advisory clients. IFP failed to supervise Robertson, failed to implement policies 

and procedures reasonably designed to prevent violations of the Advisers Act and its rules by its

supervised persons, and made false and misleading statements in its Forms ADV concerning

supposed safeguards it had to prevent investment adviser representatives from placing their own 

interests ahead of those of its advisory clients. 

Respondent

1. IFP Advisors, LLC is a Florida limited liability company headquartered in Tampa, 

Florida that does business as Independent Financial Partners. IFP has been registered with the 

Commission as an investment adviser since September 2008, and, according to its most recent 

Form ADV filed in May 2022, IFP has more than $10 billion in assets under management. 

Other Relevant Person

2. Richard Keith Robertson, age 56, presently resides in Del Mar, California and 

serves as the president, chief executive officer, and managing member of a California-registered 

investment adviser. Robertson has been associated with a number of registered broker-dealers 

and/or investment advisers since 1992. From October 2010 to December 2018, Robertson was 

associated as an investment adviser representative with IFP Advisors, LLC, and from November 

2010 to December 2018, he was also a registered representative at a dually registered broker-dealer 

and investment adviser. From December 2018 through May 2021, Robertson was associated as an 

investment adviser representative with another investment adviser registered with the Commission, 

and from January 2019 to January 2021, he also was a registered representative at a different 

broker-dealer registered with the Commission.

 

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding.
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Facts

The Cherry-Picking Scheme

3. From January 2011 to at least December 2018, Robertson and his clients had their 

accounts in custody at the same broker-dealer, and Robertson had discretionary authority to place 

trades for these accounts. However, instead of trading directly in his or his clients’ accounts, 

Robertson often executed trades in an omnibus account that allowed for block trading (that is, 

purchasing a large number of shares or options at the same time). After placing a trade in the 

omnibus account, Robertson would wait before instructing the brokerage firm to allocate the 

purchased securities among his and/or his clients’ accounts. By allocating shares or options 

sometime later in the day, after he placed the trade, Robertson could watch the changes in price 

and then determine how to allocate the shares among his and his clients’ accounts. 

4. Although IFP had policies that stated “an adviser’s allocation procedures must be 

fair and equitable to all clients with no particular group or client(s) being favored or disfavored 

over any other clients” and “[i]n the event transactions for an adviser . . . are aggregated with client 

transactions, conflicts arise and special policies and procedures must be adopted to disclose and 

address these conflicts,” IFP did not actually implement any procedures reasonably designed to 

prevent unfair trade allocations.

5. Robertson exploited IFP’s lack of oversight by allocating a greater proportion of 

profitable trades, e.g., trades of securities that increased in price from the time of purchase in the 

omnibus account to time of allocation later that day, to his personal and family accounts and a 

greater proportion of unprofitable trades, e.g., trades of securities that decreased in price from the 

time of purchase in the omnibus account to time of allocation later that day, to his other clients’ 

accounts. Specifically, Robertson’s personal and family accounts obtained average first-day 

returns of approximately 1.72% on allocated equity trades, while Robertson’s client accounts 

obtained average first-day returns of approximately -0.21% on allocated equity trades. Further, 

Robertson’s personal and family accounts obtained average first-day returns of approximately 

4.17% on allocated options trades, while Robertson’s client accounts obtained average first-day 

returns of approximately -2.69% on allocated options trades. The difference between the 

allocations of profitable trades and unprofitable trades is statistically significant; the probability 

that such a disparate allocation of gains and losses occurred by chance is nearly zero.

IFP’s Failure to Implement Policies and Procedures Reasonably Designed to Prevent Unfair 

Trade Allocations and Failure to Supervise Robertson Reasonably

6. While IFP’s compliance manuals “prohibit[] any allocation of trades in a manner 

that Independent Financial Partners’ proprietary accounts, affiliated accounts, or any particular 

client(s) or group of clients receive more favorable treatment than other client accounts,” IFP failed 

to confirm that its investment adviser representatives fairly allocated trades among their clients’ 

accounts. 
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7. Indeed, from 2017 to 2019, IFP ignored its compliance manual mandate to conduct 

“[p]eriodic branch office audits to assess and test trading procedures.” For these three years, IFP 

failed to conduct any branch office audits, and instead improperly relied upon audits performed by 

a broker-dealer, which were not designed to test compliance with IFP’s policies and procedures. 

8. IFP also failed to conduct meaningful “trading reviews, [or] reconciliations of any 

and all securities transactions for advisory clients by each office,” as further required by its 

compliance manuals. IFP did not review the brokerage records received from its investment 

adviser representatives for evidence of unfair allocations, and the internal trade surveillance 

software utilized by IFP was not set up to detect this. 

9. As for Robertson, not once during his eight years with IFP was he subject to a 

branch office audit by the firm. Rather, IFP’s limited supervision of Robertson consisted of 

accepting annual attestations from him and copies of his brokerage records, without actually 

reviewing his trading as required by the compliance manuals. 

IFP’s Materially Misleading Disclosures

10. As an investment adviser registered with the Commission, IFP is required to file 

with the Commission a Form ADV. This form, which must be updated annually and made 

available as a public record, provides disclosures to advisory clients and includes information such 

as services provided and fees levied.

11. In Part 2A of the Form ADV dated March 29, 2016, IFP stated “[n]o supervised 

person of our firm may prefer his or her own interest to that of the advisory client” and “[w]e

maintain a list of all securities holdings for our firm and anyone associated with this advisory 

practice with access to advisory recommendations,” adding “[t]hese holdings are reviewed on a 

regular basis by our compliance department.” While Robertson’s cherry-picking scheme rendered 

the first statement false and misleading, the latter two statements were also untrue because IFP 

neither maintained nor reviewed a list of all of the securities holdings of its investment adviser 

representatives.

12. Additionally, in Part 2A of the Forms ADV dated March 30, 2017 and March 2, 

2018, IFP stated “[w]hen aggregating client orders, the allocation of securities among client 

accounts will be done on a fair and equitable basis.” Both Forms ADV further stated: “Certain 

affiliated accounts may trade in the same securities with client accounts on an aggregated basis . . . 

IFP will retain records of the trade order specifying each participating account and its allocation. 

Completed trade orders will be allocated according to the instructions from the initial trade order . . 

. Any exceptions will be explained on the trade order.” Not only did Robertson’s cherry-picking 

scheme render these statements false and misleading, but IFP also failed to require its investment 

adviser representatives to maintain trade order tickets showing pre-order allocations for aggregated 

trades. 
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Supervisory Failures and Violations

13. As a result of the conduct described above, IFP failed reasonably to supervise 

Robertson within the meaning of Section 203(e)(6) of the Advisers Act, with a view to preventing 

his violations of Section 10(b) of the Exchange Act and Rules 10b-5(a) and 10b-5(c) thereunder 

and Sections 206(1) and 206(2) of the Advisers Act, as described above.

14. As a result of the conduct described above, IFP willfully2 violated Section 206(2) of 

the Advisers Act, which prohibits an investment adviser from engaging in any transaction, practice, 

or course of business which operates as a fraud or deceit upon any client or prospective client. 

15. As a result of the conduct described above, IFP willfully violated Section 206(4) of 

the Advisers Act and Rule 206(4)-7 thereunder, which require registered investment advisers to 

adopt and implement written policies and procedures reasonably designed to prevent violations of 

the Advisers Act and the rules promulgated thereunder.

IFP’s Cooperation

17. In determining to accept IFP’s Offer, the Commission considered IFP’s cooperation 

with the Commission staff in its investigation of this matter.

Undertakings

18. Independent Compliance Consultant.

a. Within 90 days of the entry of this Order, Respondent shall retain the 

services of an independent compliance consultant (“Independent Consultant”) not 

unacceptable to the Commission staff. Respondent shall require that the Independent 

Consultant conduct a comprehensive compliance review and assist Respondent in 

developing and implementing written compliance policies and procedures reasonably 

designed to promote Respondent’s compliance with the Advisers Act with respect to

trade allocation, monitoring, and recordkeeping.

 

2 “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act, “‘means 

no more than that the person charged with the duty knows what he is doing.’” Wonsover v. SEC, 

205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 

1949)). There is no requirement that the actor “also be aware that he is violating one of the 

Rules or Acts.” Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965). The decision in The Robare Group, 

Ltd. v. SEC, which construed the term “willfully” for purposes of a differently structured 

statutory provision, does not alter that standard. 922 F.3d 468, 478-79 (D.C. Cir. 2019) (setting 

forth the showing required to establish that a person has “willfully omit[ted]” material 

information from a required disclosure in violation of Section 207 of the Advisers Act).
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b. Respondent shall require the Independent Consultant to submit a written 

report to the Respondent and to Commission staff within 180 days of the entry of this 

Order (the “Report”). The Report shall describe in detail (1) the Independent Consultant’s 

review, findings, conclusions, and recommendations; (2) any proposals made by 

Respondent; and (3) a procedure for Respondent to adopt and implement the 

recommended changes in or improvements to its policies and procedures.

c. Within ninety (90) days of receipt of the Report, Respondent shall adopt 

and implement all recommendations contained in the report; provided, however, that 

within thirty (30) days of Respondent’s receipt of the Report, Respondent may, in

writing, advise the Independent Consultant and the Commission staff of any

recommendations that it considers unnecessary, unduly burdensome, impractical or

inappropriate. With respect to any such recommendation, Respondent need not adopt that 

recommendation at that time but shall propose in writing an alternative policy, procedure 

or system designed to achieve the same objective or purpose. As to any recommendation 

on which Respondent and the Independent Consultant do not agree, such parties shall 

attempt in good faith to reach an agreement within thirty (30) days after Respondent 

provides the alternative procedures described above. In the event that Respondent and 

the Independent Consultant are unable to agree on an alternative proposal, Respondent 

and the Independent Consultant shall jointly confer with the Commission staff to resolve 

the matter. In the event that, after conferring with the Commission staff, Respondent and 

the Independent Consultant are unable to agree on an alternative proposal, Respondent 

will abide by the recommendations of the Independent Consultant.

d. Within thirty (30) days of Respondent’s adoption of all of the

recommendations in the Report, Respondent shall certify in writing to the Independent

Consultant and the Commission staff that it has adopted and implemented all of the

Independent Consultant’s recommendations in the Report. Unless otherwise directed by

the Commission staff, all Reports, certifications and other documents required to be

provided to the Commission staff shall be sent to Michele Perillo, Assistant Director, 

Securities and Exchange Commission, Boston Regional Office, 33 Arch Street, 24th 

Floor, Boston, MA 02110, or such other address as the Commission’s staff may provide.

e. As part of its work with the Independent Consultant, Respondent shall

cooperate fully and provide the Independent Consultant with access to files, books,

records, and personnel as are reasonably requested by the Independent Consultant for

review. The Respondent shall bear all of the Independent Consultant’s compensation and

expenses.

f. Respondent shall require the Independent Consultant to enter into an

agreement that provides that, for the period of engagement and for a period of two years

from completion of the engagement, the Independent Consultant shall not enter into any

employment, consultant, attorney–client, auditing, or other professional relationship with

Respondent, or any of its present or former affiliates, principals, directors, officers,

employees, or agents. The agreement will also provide that the Independent Consultant
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will require that any firm with which the Independent Consultant is affiliated or of which

the Independent Consultant is a member, and any person engaged to assist the

Independent Consultant in performance of the Independent Consultant’s duties under this

Order, shall not, without prior written consent of the Commission staff, enter into any

employment, consultant, attorney–client, auditing or other professional relationship with

Respondent, or any of its present or former affiliates, principals, directors, officers,

employees, or agents for the period of the engagement and for a period of two years after

the engagement.

g. The reports by the Independent Consultant will likely include confidential 

financial, proprietary, competitive business or commercial information. Public disclosure 

of the reports could discourage cooperation, impede pending or potential government 

investigations or undermine the objectives of the reporting requirement. For these 

reasons, among others, the reports and the contents thereof are intended to remain and 

shall remain non-public, except (1) pursuant to court order, (2) as agreed to by the parties 

in writing, (3) to the extent that the Commission determines in its sole discretion that 

disclosure would be in furtherance of the Commission’s discharge of its duties and

responsibilities, or (4) as otherwise required by law.

h. For good cause shown and upon timely application by Respondent, the 

Commission staff may extend any of the procedural dates set forth in this undertaking.

19. Respondent shall certify, in writing, compliance with the undertakings set forth 

above. The certification shall identify the undertakings, provide written evidence of compliance 

in the form of a narrative, and be supported by exhibits sufficient to demonstrate compliance. 

The Commission staff may make reasonable requests for further evidence of compliance, and 

Respondent agrees to provide such evidence. The certification and supporting material shall be

submitted to Michele Perillo, Assistant Director, Securities and Exchange Commission, Boston 

Regional Office, 33 Arch Street, 24th Floor, Boston, MA 02110, with a copy to the Office of 

Chief Counsel of the Enforcement Division, no later than 60 days from the date of the 

completion of the undertakings.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent IFP’s Offer.

Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 

ORDERED that:

A. Respondent IFP shall cease and desist from committing or causing any violations 

and any future violations of Advisers Act Sections 206(2) and 206(4) and Rule 206(4)-7 

promulgated thereunder.

B. Respondent IFP is censured.
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C. Respondent IFP shall pay a civil money penalty in the amount of $400,000 to the 

Securities and Exchange Commission. Payment shall be made in the following installments: 

$100,000 within ten (10) days of the entry of the Order, $100,000 within one hundred twenty (120) 

days of the entry of the Order, $100,000 within two hundred forty (240) days of the entry of the 

Order, and the remaining amount within three hundred sixty (360) days of the entry of the Order. 

Payments shall be applied first to post-order interest, which accrues pursuant to 31 U.S.C. § 3717. 

Prior to making the final payment set forth herein, Respondent IFP shall contact the staff of the

Commission for the amount due. If Respondent IFP fails to make any payment by the date agreed 

and/or in the amount agreed according to the schedule set forth above, all outstanding payments 

under this Order, including post-order interest, minus any payments made, shall become due and 

payable immediately at the discretion of the staff of the Commission without further application to 

the Commission. 

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying IFP

as a Respondent in these proceedings, and the file number of these proceedings; a copy of the 

cover letter and check or money order must be sent to Joseph Sansone, Chief, Market Abuse Unit, 

Division of Enforcement, Securities and Exchange Commission, 200 Vesey Street, Suite 400, New 

York, NY 10281. 

D. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair 

Fund is created for the disgorgement, prejudgment interest and penalties referenced in paragraph 

IV.C above. This Fair Fund is expected to include all funds collected from the Commission’s 

related proceeding, In the Matter of Richard Keith Robertson. The Fair Fund will be distributed to 

harmed investors in accordance with a Commission-approved plan of distribution. Amounts 

ordered to be paid as civil money penalties pursuant to this Order shall be treated as penalties paid 

to the government for all purposes, including all tax purposes. To preserve the deterrent effect of 

the civil penalty, Respondent agrees that in any Related Investor Action, it shall not argue that it is 
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entitled to, nor shall it benefit by, offset or reduction of any award of compensatory damages by 

the amount of any part of Respondent’s payment of a civil penalty in this action (“Penalty Offset”). 

If the court in any Related Investor Action grants such a Penalty Offset, Respondent agrees that it 

shall, within 30 days after entry of a final order granting the Penalty Offset, notify the 

Commission’s counsel in this action and pay the amount of the Penalty Offset to the Securities and 

Exchange Commission. Such a payment shall not be deemed an additional civil penalty and shall 

not be deemed to change the amount of the civil penalty imposed in this proceeding. For purposes 

of this paragraph, a “Related Investor Action” means a private damages action brought against 

Respondent by or on behalf of one or more investors based on substantially the same facts as 

alleged in the Order instituted by the Commission in this proceeding.

E. Respondent IFP shall comply with the undertakings enumerated in Section III 

paragraphs 18 and 19 above.

By the Commission.

Vanessa A. Countryman

Secretary