UNITED STATES SECURITIES AND EXCHANGE COMMISSION

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted against Marguerite Cassandra Toroian ("Respondent"). In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. The Commission finds that on November 16, 2023 a final judgment was entered by consent against Toroian, permanently enjoining her from future violations of Section 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 thereunder, Sections 206(1) and 206(2) of the Advisers Act, and from aiding and abetting an investment adviser's violations of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder, in the Civil Action Number 2:22-cv-00715, in the United States District Court for the Eastern District of Pennsylvania. The Commission's complaint alleged that Toroian engaged in a "cherry-picking" scheme from at least January 1, 2011 through December 31, 2015, during which time Toroian placed trades through a master trading account on behalf of all of Bell Rock Capital, LLC's clients and disproportionately allocated profitable trades to accounts belonging to herself and her family members, and disproportionately allocated unprofitable trades to many of Bell Rock's clients. The complaint further alleged that Toroian made material misrepresentations to clients in Bell Rock's Form ADV and other communications, including, for instance, that Bell Rock and its associated persons would always act in their clients' best interest and not put their interests before clients'. The complaint also alleged that Toroian aided and abetted Bell Rock's violations of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder.

Order

Bar (Permanent)

Any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or NRSRO

Indefinite

11/20/2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

The Securities and Exchange Commission (the "Commission"), for its Complaint against Marguerite Cassandra Toroian and Bell Rock Capital, LLC (Bell Rock), alleges that they engaged in a long-running fraudulent trade allocation scheme - commonly referred to as "cherry picking." Bell Rock is an investment advisory firm and Toroian was its founder, sole owner, Chief Investment Officer, and Chief Compliance Officer at all relevant times. From January 1, 2011 through December 31, 2015, Toroian traded for herself and her family alongside her clients, often through Bell Rock's master trading account. Toroian abused her ability to control trading at Bell Rock and to allocate trades from Bell Rock's master trading account in order to maximize her own short-term profits and to minimize her losses. She bought securities through Bell Rock's master account in the morning, saw how they performed throughout the day, and then disproportionately allocated securities that increased in value to herself and overwhelmingly allocated securities that decreased in value to her unwitting clients. This cherry-picking scheme funneled illicit profits to accounts held by Toroian and her family members and negatively impacted her clients' accounts. The securities that Bell Rock traded through the master trading account collectively lost a total of just over -0.1 percent in value between the time Bell Rock bought them and the time Bell Rock allocated them to an individual account. But Toroian allocated that firstday loss in value unfairly. The securities that Toroian allocated from the master trading account to individual accounts held by Toroian and her family increased in value by over +2 percent after Toroian purchased them and before she allocated them. By contrast, the securities that Toroian allocated to her clients' accounts decreased in value by over -1.3 percent after Toroian purchased them and before she allocated them. The securities that Toroian allocated from the master trading account to the accounts held by Toroian and her family had collectively increased in value by over $1 million between the time Toroian purchased them and when she allocated them. The securities that Toroian allocated to her clients' accounts from the master trading account had collectively decreased in value by over $1 million between the time Toroian purchased them and when she allocated them. By engaging in the fraudulent conduct described herein, Defendants violated Section 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), Exchange Act Rule 10b-5, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (Advisers Act). Toroian aided and abetted Bell Rock's violations of Section 206(4) of the Advisers Act and Advisers Act Rule 206(4)-7.

Judgment Rendered

Civil and Administrative Penalty(ies)/Fine(s)

Disgorgement

$883,597.00

Monetary Penalty other than Fines

Injunction

Undertakings and agreements

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

3.Letter from SEC staff advising of its preliminary determination to file enforcement action alleging violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Section 206 of the Investment Advisers Act of 1940.

I categorically deny that I committed any violation of law or regulation and intend to vigorously dispute any allegations of wrongdoing.