Folger Nolan Fleming Douglas Capital Management, Inc.

Allegations: ON SEPTEMBER 30, 2019, CMI ELECTED TO PARTICIPATE IN THE SEC'S SHARE CLASS SELECTION DISCLOSURE INITIATIVE (THE "SCSD INITIATIVE"). THE SCSD INITIATIVE PROVIDED INVESTMENT ADVISERS WITH THE OPPORTUNITY TO VOLUNTARILY SELF-REPORT TO THE SEC'S DIVISION OF ENFORCEMENT POSSIBLE SECURITIES LAW VIOLATIONS RELATED TO THE ADEQUACY OF THEIR DISCLOSURES CONCERNING MUTUAL FUND SHARE CLASS SELECTION AND FEES RECEIVED PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940. AT THE CONCLUSION OF THE SCSD INITIATIVE, THE SEC ISSUED AN ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS AGAINST CMI, AND CMI CONSENTED TO THE ENTRY OF THE ORDER WITHOUT ADMITTING OR DENYING THE FINDINGS THEREIN. AS DESCRIBED IN THE ORDER, THE SEC FOUND THAT AT TIMES FROM JANUARY 1, 2014 TO MAY 31, 2018 (THE "RELEVANT PERIOD"), CMI HELD FOR ADVISORY CLIENTS MUTUAL FUND SHARE CLASSES THAT CHARGED 12B-1 FEES INSTEAD OF LOWER COST SHARE CLASSES OF THE SAME FUNDS FOR WHICH THE CLIENTS WERE ELIGIBLE. THE FEES WERE PAID BY MUTUAL FUNDS TO CMI'S AFFILIATED BROKER-DEALER IN CONNECTION WITH THESE INVESTMENTS. ACCORDING TO THE ORDER, DURING THE RELEVANT PERIOD, CMI DID NOT DISCLOSE ADEQUATELY TO ITS INVESTMENT ADVISORY CLIENTS IN ITS FORM ADV OR OTHERWISE THE CONFLICTS OF INTEREST RELATED TO CMI'S AFFILIATED BROKER-DEALER'S RECEIPT OF 12B-1 FEES. THE ORDER STATES THAT AS A RESULT OF THE CONDUCT DESCRIBED ABOVE, CMI BREACHED ITS FIDUCIARY DUTY TO THE AFFECTED CLIENTS AND WILLFULLY VIOLATED SECTION 206(2) OF THE ADVISERS ACT. UNDER THE TERMS OF THE ORDER, CMI WAS CENSURED AND ORDERED TO CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 206(2) OF THE ADVISERS ACT. IN ADDITION, THE ORDER REQUIRES CMI TO PAY DISGORGEMENT AND PREJUDGMENT INTEREST TO AFFECTED INVESTORS TOTALING $59,479.27, AND TO FULFILL CERTAIN RELATED UNDERTAKINGS. NO PENALTY WAS IMPOSED ON CMI BECAUSE IT SELF-REPORTED THE DISCLOSURE DEFICIENCIES TO THE SEC. Status: Final Sanction Detail: DISGORGEMENT AND PREJUDGEMENT INTEREST OF $59,479.27 PAID ON MAY 30, 2018. Summary: FINAL DISPOSITION OF THE OFFER OF SETTLEMENT ON 9/30/2019.

Allegations: MSRB RULES G:17 AND G-30(A): FROM OCTOBER 1, 2008, IN SEVEN TRANSACTIONS, FOLGER NOLAN FLEMING DOUGLAS INCORPORATED THE BROKER/DEALER AFFILIATE OF FOLGER NOLAN FLEMING DOUGLAS CAPITAL MANAGEMENT, INC. PURCHASED MUNICIPAL SECURITIES FOR ITS OWN ACCOUNT FROM A CUSTOMER AND/OR SOLD MUNICIPAL SECURITIES FOR ITS OWN ACCOUNT TO A CUSTOMER AT AN AGGREGATE PRICE (INCLUDING ANY MARK-UP OR MARK-DOWN) THAT WAS NOT FAIR AND REASONABLE, TAKING INTO CONSIDERATION ALL RELEVANT FACTORS, INCLUDING THE BEST JUDGEMENT OF THE BROPKER, DEALER, OR MUNICIPAL SECURITIES DEALER AS TO THE FAIR MARKET VALUE OF THE SECURITIES AT THE TIME OF THE TRANSACTION AND OF ANY SECURITIES EXCHANGED OR TRADED IN CONNECTION WITH THE TRANSACTION, THE EXPENSE INVOLVED IN EFFECTING THE TRANSACTION, THE FACT THAT THE BROKER,DEALER OR MUNICIPAL SECURITIES DEALER IS ENTITLED TO A PROFIT, AND THE TOTAL DOLLAR AMOUNT OF THE TRANSACTION. Status: Final Sanction Detail: $10,000 FIME LEVIED ENTIRELY AGAINST FOLGER NOLAN FLEMING DOUGLAS INCORPORATED. Summary: THE REGULATORY ACTION AGAINST FOLGER NOLAN FLEMING DOUGLAS INCORPORATED DID NOT INVOLVE CLIENT ACCOUNTS OF FOLGER NOLAN FLEMING DOUGLAS CAPITAL MANAGEMENT, INC.