Wbi Investments, LLC

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
Number:
147298
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
MILLINGTON SECURITIES, LLC
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the

adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
SECURITIES AND EXCHANGE COMMISSION
2.
Principal Sanction:
Cease and Desist
Other Sanctions: 
CIVIL AND ADMINISTRATIVE PENALTY(IES)/FINE AND CENSURE
3.
Date Initiated (MM/DD/YYYY): 
08/05/2020
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
3-19904
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
N/A
6.
Principal Product Type:
Mutual Fund(s)
Other Product Types: 
ETFS
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
THE SEC'S ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS RELATES TO ALLEGATIONS THAT WBI INVESTMENTS, LLC AND
ITS AFFILIATE, MILLINGTON SECURITIES, LLC, MADE MATERIAL MISSTATEMENTS CONCERNING PAYMENTS THAT MILLINGTON RECEIVED FOR SENDING
CLIENT ORDERS TO OTHER BROKERAGE FIRMS FOR EXECUTION, AS WELL AS ALLEGATIONS THAT WBI AND MILLINGTON FAILED TO ADOPT AND
IMPLEMENT WRITTEN POLICIES AND PROCEDURES REASONABLY DESIGNED TO PREVENT VIOLATIONS OF SECTION 206(2) OF THE ADVISERS ACT.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Order
11. Resolution Date (MM/DD/YYYY):
08/05/2020
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 750,000.00

 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
WBI AGREED TO A CENSURE, A $750,000 CIVIL MONEY PENALTY PAYABLE TO THE SEC, PAYABLE WITHIN 365 DAYS OF THE ENTRY OF THE ORDER,
AND TO CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2) AND 206(4)
OF THE ADVISERS ACT AND RULE 206(4)-7 PROMULGATED THEREUNDER. AS PART OF THE ORDER, WBI'S AFFILIATE, MILLINGTON, SEPARATELY
AGREED TO A CENSURE, A $250,000 CIVIL MONEY PENALTY (PAID ON AUGUST 7, 2020) AND TO CEASE AND DESIST FROM COMMITTING OR
CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2) AND 206(4) OF THE ADVISERS ACT AND RULE 206(4)-7
PROMULGATED THEREUNDER.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
AS NOTED IN WBI'S FORM ADV, WBI ROUTES CLIENT ORDERS TO ITS AFFILIATE, MILLINGTON, FOR FURTHER ROUTING AND EXECUTION. AS A GENERAL
MATTER, MILLINGTON ROUTES ORDER FLOW TO CERTAIN MARKET MAKERS FOR EXECUTION. DURING THE RELEVANT PERIOD, MILLINGTON RECEIVED
PER SHARE PAYMENTS (E.G., PAYMENT FOR ORDER FLOW) FROM DESTINATION MAKER MAKERS. WHILE, AS NOTED IN THE ORDER, WBI EXPRESSLY
DISCLOSED THE EXISTENCE OF THESE PAYMENT FOR ORDER FLOW ARRANGEMENTS IN THE FIRM'S FORM ADV FILINGS, AND WBI AND MILLINGTON
SEPARATELY IDENTIFIED IN OTHER DOCUMENTS THE PAYMENT FOR ORDER FLOW RATE PAID BY THE EXECUTING BROKERS, INCLUDING THE AMOUNT OF
PAYMENT RECEIVED BY MILLINGTON ON A TRADE-BY-TRADE BASIS, THE ORDER NEVERTHELESS FINDS THAT CERTAIN STATEMENTS MADE BY
REPRESENTATIVES OF WBI AND MILLINGTON REPRESENTED MATERIAL MISREPRESENTATIONS AS THE STATEMENTS DID NOT FULLY ADDRESS THE
IMPACT OF THESE ARRANGEMENTS ON EXECUTION PRICES. PRIOR TO ISSUANCE OF THE ORDER, WBI AND MILLINGTON UPDATED THEIR RESPECTIVE
DISCLOSURES REGARDING THE PAYMENT FOR ORDER FLOW ARRANGEMENTS. AS A RESULT OF THE ABOVE CONDUCT, THE SEC FOUND THAT WBI AND
MILLINGTON WILLFULLY VIOLATED SECTIONS 206(2) AND 206(4) OF THE INVESTMENT ADVISERS ACT OF 1940 ("ADVISERS ACT") AND RULE 206(4)-7
PROMULGATED THEREUNDER. WBI AND MILLINGTON, WITHOUT ADMITTING OR DENYING ANY OF THE FINDINGS OR CONCLUSIONS, EXCEPT AS TO THE
SEC'S JURISDICTION OVER MILLINGTON AND THE SUBJECT MATTER OF THE ORDER, CONSENTED TO THE ENTRY OF THE ORDER, TO CEASE AND DESIST
FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2) AND 206(4) OF THE ADVISERS ACT AND RULE
206(4)-7 PROMULGATED THEREUNDER, TO A CENSURE AND TO A CIVIL MONEY PENALTY IN THE AGGREGATE AMOUNT OF $1,000,000 ($750,000 OF
WHICH WAS PAYABLE BY WBI).