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Regulatory Sanctions

Private Placement Memorandum: Investing on Blind Faith

April 24, 2019

by Howard Haykin


From at least May 2016 through March 2017, a Connecticut advisor and his firm defrauded advisory clients and at least one fund investor by misleading them regarding the nature and performance of the advisor’s investment strategy and by concealing trading losses.
Rossi, the founder, managing partner and 80% majority owner of SJL Capital, LLC, launched the MarketDNA Hedge Fund (“Fund”) in January 2016. By November 2016 the assets in the fund were wiped out - leaving the advisor with only his separately managed account ("SMA") clients, whose assets were essentially depleted by February 2017.



According to the Fund’s private placement memorandum (“PPM”), the Fund’s stated investment objective was to maximize capital appreciation. The PPM further represented that:


  • the Fund would “seek consistent positive absolute returns primarily through a combination of long-term and short-term investments in order to achieve capital appreciation…”
  • the Fund “invests in a diversified portfolio consisting primarily of equity securities that are traded publicly in the U.S. markets.”
  • the Fund purportedly used Rossi’s “proprietary algorithm known as MarketDNA which takes advantage of inefficiencies in dissemination of information within the derivatives market to determine equity directional movement.”
  • MarketDNA involved a “proprietary system of filters refined over 20 years, proven to bring [investors] substantially higher returns.”


As of May 2016, the Fund had assets of $418,000, raised from 4 initial investors, including Rossi himself. Rossi also told certain advisory clients that the same MarketDNA algorithm would be used to invest their funds in their separately managed accounts.



WHAT WENT WRONG.    Contrary to the representations the investors were given, Rossi and SJL Capital engaged in risky, unhedged options trading, which did not comport with the purported MarketDNA strategy and did not include any safety valves or stop loss limits.


  • Rossi had generated significant losses through such trading in the years preceding the launch of the Fund.
  • While the Fund achieved significant positive returns in June 2016, it lost 88% of its value in August, continued to decline in September and October, and was wiped out completely by November 2016.
  • The full extent of the losses from investors in the Fund by creating and distributing phony account statements and tax documents that falsely described the Fund’s assets and the supposed returns generated by the MarketDNA strategy.
  • In total, investors in the MarketDNA Hedge Fund lost at least $300,000.


Unaware of the Fund’s massive August 2016 losses and its ultimate collapse in November, SMA Clients invested nearly $1.8 million with Rossi and SJL Capital from August 12, 2016 through February 3, 2017.


  • In February 2017, Rossi lost more than 70% of their remaining SMA investment funds through more risky, unhedged options trading.
  • When the SMA clients discovered the losses, Rossi falsely told them that they were caused by a rogue trader whom he purportedly allowed to trade for the accounts when he underwent knee surgery in mid-February.
  • In March 2017, after having lost over $1.5 million, the SMA Clients revoked Respondents’ discretionary authority over their accounts.



FINANCIALISH TAKE AWAYS.    Investment advisors can be pretty persuasive - much like an automobile salesperson. But while many people spent a lot of time researching their next car acquisition, they apparently spend little time on their investments and essentially rely on their BLIND FAITH in the advisor. Due diligence remains an necessary component in the selection process. 


Even when an advisor has presented a valid investment strategy, there's the issue of what checks and balances exist over the everyday activities of the advisor and their firm. This element can be tricky - particularly for those who are uninitiated in financial services. However, there's no substitute for there being a solid core infrastructure within which the advisor operates. While these controls won't necessarily provide absolute assurance, a solid line up of multiple checks and balance will provide more safeguards that SJL's investors had.



[For further details on this case, click on SEC Administrative Proceeding File #3-19145]