The SEC says that Barr M. Rosenberg concealed a significant error in the computer code of the quantitative investment model that he developed and provided to the firm’s entities for use in managing client assets. According to the SEC’s order instituting administrative proceedings against Rosenberg, he learned of the error in June 2009 but directed others to keep quiet about it and not fix it immediately.
Rosenberg denied the existence of any significant errors in the model during an October 2009 board meeting discussion about its performance. AXA Rosenberg disclosed the error to SEC examination staff in late March 2010 after being informed of an impending SEC examination. However, the error was not disclosed to clients until April 2010, causing them $217 million in losses, according to the SEC.
Rosenberg has agreed to settle the SEC’s charges by paying a $2.5 million penalty and consenting to a lifetime securities industry bar. The SEC previously charged AXA Rosenberg and its affiliated investment advisers, and they agreed to pay $217 million to harmed clients plus a $25 million penalty.
“Rosenberg chose concealment over candor, and in doing so selfishly served his interests over those of his clients,” said Robert Khuzami, Director of the SEC’s Division of Enforcement.
According to the SEC’s order, Rosenberg created the model, oversaw research projects to improve and enhance it, and exercised significant authority throughout the AXA Rosenberg organization. The material error in the model’s computer code disabled one of its key components for managing risk and affected the model’s ability to perform as expected. According to the SEC, clients raised concerns about this underperformance, and Rosenberg knew about and discussed these concerns with others at AXA Rosenberg. “But instead of disclosing and correcting the error immediately, Rosenberg directed others to conceal the error and declined to fix the error,” according to the SEC.
The SEC's order found that due to Rosenberg's misconduct, AXA Rosenberg and its affiliated investment advisers misrepresented to clients that the model's underperformance was attributable to factors other than the error, and inaccurately stated that the model was controlling risk correctly. Rosenberg's instructions to delay fixing the error caused additional client losses.
In its order, the SEC found that Rosenberg willfully violated anti-fraud provisions of the Investment Advisers Act of 1940, Sections 206(1) and 206(2). Without admitting or denying the SEC's findings, Rosenberg consented to the entry of an SEC order that:
- requires him to cease and desist from committing or causing any violations and any future violations of these provisions;
- orders him to pay the $2.5 million penalty;
- and bars him from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and prohibits him from serving as an officer, director or employee of a mutual fund.