UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940

Release No. 6320 / June 1, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4412 / June 1, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21476

In the Matter of

CARL S. SCHWARTZ CPA, 

Respondent.

ORDER INSTITUTING PUBLIC

ADMINISTRATIVE PROCEEDINGS

PURSUANT TO RULE 102(e) OF THE 

COMMISSION’S RULES OF PRACTICE, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative proceedings be, and hereby are, instituted against Carl S. 

Schwartz (“Respondent” or “Schwartz”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules 

of Practice.1

 

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

 1 Rule 102(e)(3)(i) provides, in relevant part, that:

The Commission, with due regard to the public interest and without preliminary hearing, 

may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 

been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 

or her misconduct in an action brought by the Commission, from violating or aiding and abetting 

the violation of any provision of the Federal securities laws or of the rules and regulations 

thereunder.
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purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings

herein, except as to the Commission’s jurisdiction over him and the subject matter of these 

proceedings, and the findings contained in Section III.2 below, which are admitted, Respondent 

consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Rule 

102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 

Sanctions (“Order”), as set forth below. 

III.

On the basis of this Order and Respondent’s Offer, the Commission finds that: 

1. Schwartz, age 67, is and has been a certified public accountant licensed to 

practice in the State of New Jersey. He served as the president, chief compliance officer, managing 

member and 49% owner of RRBB Asset Management, Inc. (“RRBBAM”), an investment adviser 

registered with the Commission. 

2. On September 10, 2020 Commission filed a complaint against Schwartz in 

SEC v. Carl S. Schwartz, et al. (Civil Action No. 2:20-cv-12523) in the United States District 

Court of the District of New Jersey. On May 9, 2023, the court entered an order permanently 

enjoining Schwartz, by consent, from future violations of Section 10(b) of the Exchange Act of 

1934 (“Exchange Act”) and Rule 10b-5 thereunder, Section 17(a) of the Securities Act of 1933 

(“Securities Act”), Section 206(1), 206(2) and 207 of the Investment Advisers Act of 1940 

(“Advisers Act”), and from aiding and abetting violations of Section 206(4) of the Advisers Act 

and Rule 206(4)-7 thereunder. Schwartz was also ordered to pay $50,000.00 in disgorgement, and 

$13,754.12 in prejudgment interest; and a $100,000.00 civil money penalty.

3. The Commission’s complaint alleged that from at least August 2016 

through April 2017, Schwartz engaged in a fraudulent trade allocation or “cherry-picking” scheme 

in breach of his and RRBBAM’s fiduciary duties to their advisory clients. The Commission’s 

complaint alleged that Schwartz, who was the only person at RRBBAM with the authority to 

determine trades and allocations, used RRBBAM’s omnibus trading account to disproportionately 

allocate a number of favorable trades (i.e., trades that had a positive first day return) to accounts 

held by a new client, who was one of RRBBAM’s largest and most lucrative clients in terms of 

assets under management (the “Favored Accounts”), while disproportionately allocating a number 

of unfavorable trades (i.e., trades that had negative first day returns) to six accounts held by two 

long-term clients (the “Disfavored Accounts”). The Complaint alleged that as a result, for the time 

period at issue, the Favored Accounts enjoyed first day positive returns, while the Disfavored 

Accounts suffered negative first day returns. The Complaint alleged that through this scheme, 

RRBBAM and Schwartz earned substantial management fees, misled the advisory client who 

received the favorable trades into thinking RRBBAM and Schwartz were better at managing their 

money than they really were so as to induce the favored client to invest additional sums with 

RRBBAM upon which RRBBAM and Schwartz would earn additional management fees, and 

disadvantaged their other clients by failing to allocate the trades in a fair and equitable manner, 

consistent with their fiduciary obligations to all of their advisory clients and their representations in 
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RRBBAM’s brochures and other disclosures in which they claimed trades would be fairly and 

equitably allocated among all client accounts. 

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanction agreed to in Respondent’s Offer.

Accordingly, it is hereby ORDERED, effective immediately, that Schwartz is suspended 

from appearing or practicing before the Commission as an accountant. 

B. After 5 years from the date of the Order, Respondent may request that the 

Commission consider Respondent’s reinstatement by submitting an application to the attention of 

the Office of the Chief Accountant.

C. In support of any application for reinstatement to appear and practice before the 

Commission as a preparer or reviewer, or a person responsible for the preparation or review, of 

financial statements of a public company to be filed with the Commission, other than as a member 

of an audit committee, as that term is defined in Section 3(a)(58) of the Exchange Act, Respondent 

shall submit a written statement attesting to an undertaking to have Respondent’s work reviewed 

by the independent audit committee of any public company for which Respondent works or in 

some other manner acceptable to the Commission, as long as Respondent practices before the 

Commission in this capacity and will comply with any Commission or other requirements related 

to the appearance and practice before the Commission as an accountant.

D. In support of any application for reinstatement to appear and practice before the 

Commission as a member of an audit committee, as that term is defined in Section 3(a)(58) of the 

Securities Exchange Act of 1934 (“Exchange Act”), as a preparer or reviewer, or as a person 

responsible for the preparation or review, of any public company’s financial statements that are 

filed with the Commission, Respondent shall submit a statement prepared by the audit 

committee(s) with which Respondent will be associated, including the following information:

1. A summary of the responsibilities and duties of the specific audit committee(s) 

with which Respondent will be associated;

2. A description of Respondent’s role on the specific audit committee(s) with 

which Respondent will be associated;

3. A description of any policies, procedures, or controls designed to mitigate any 

potential risk to the Commission by such service; 

4. A description relating to the necessity of Respondent’s service on the specific 

audit committee; and
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5. A statement noting whether Respondent will be able to act unilaterally on behalf 

of the Audit Committee as a whole. 

E. In support of any application for reinstatement to appear and practice before the 

Commission as an independent accountant (auditor) before the Commission, Respondent must be 

associated with a public accounting firm registered with the Public Company Accounting 

Oversight Board (the “PCAOB”) and Respondent shall submit the following additional 

information:

1. A statement from the public accounting firm (the “Firm”) with which 

Respondent is associated, stating that the firm is registered with the PCAOB in 

accordance with the Sarbanes-Oxley Act of 2002; 

2. A statement from the Firm with which the Respondent is associated that the 

Firm has been inspected by the PCAOB and that the PCAOB did not identify 

any criticisms of or potential defects in the Firm’s quality control system that 

would indicate that Respondent will not receive appropriate supervision; and

3. A statement from Respondent indicating that the PCAOB has taken no 

disciplinary actions against Respondent since seven (7) years prior to the date of 

the Order other than for the conduct that was the basis for the Order.

F. In support of any application for reinstatement, Respondent shall provide 

documentation showing that Respondent is currently licensed as a certified public accountant 

(“CPA”) and that Respondent has resolved all other disciplinary issues with any applicable state 

boards of accountancy. If Respondent is not currently licensed as a CPA, Respondent shall provide 

documentation showing that Respondent’s licensure is dependent upon reinstatement by the 

Commission. 

G. In support of any application for reinstatement, Respondent shall also submit a 

signed affidavit truthfully stating, under penalty of perjury: 

1. That Respondent has complied with the Commission suspension Order, and 

with any related orders and undertakings, including any orders in SEC v. 

Carl S. Schwartz, et al. (Civil Action No. 2:20-cv-12523), or any related 

Commission proceedings, including any orders requiring payment of 

disgorgement or penalties;

2. That Respondent undertakes to notify the Commission immediately in 

writing if any information submitted in support of the application for 

reinstatement becomes materially false or misleading or otherwise changes 

in any material way while the application is pending;

3. That Respondent, since the entry of the Order, has not been convicted of a 

felony or a misdemeanor involving moral turpitude that would constitute a 
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basis for a forthwith suspension from appearing or practicing before the 

Commission pursuant to Rule 102(e)(2); 

4. That Respondent, since the entry of the Order:

a. has not been charged with a felony or a misdemeanor involving moral 

turpitude as set forth in Rule 102(e)(2) of the Commission’s Rules of 

Practice, except for any charge concerning the conduct that was the 

basis for the Order;

b. has not been found by the Commission or a court of the United States to 

have committed a violation of the federal securities laws, and has not 

been enjoined from violating the federal securities laws, except for any 

finding or injunction concerning the conduct that was the basis for the 

Order; 

c. has not been charged by the Commission or the United States with a 

violation of the federal securities laws, except for any charge concerning 

the conduct that was the basis for the Order;

d. has not been found by a court of the United States (or any agency of the 

United States) or any state, territory, district, commonwealth, or 

possession, or any bar thereof to have committed an offense (civil or 

criminal) involving moral turpitude, except for any finding concerning 

the conduct that was the basis for the Order; and

e. has not been charged by the United States (or any agency of the United 

States) or any state, territory, district, commonwealth, or possession, 

civilly or criminally, with having committed an act of moral turpitude, 

except for any charge concerning the conduct that was the basis for the 

Order.

5. That Respondent’s conduct is not at issue in any pending investigation of

the Commission’s Division of Enforcement, the PCAOB’s Division of 

Enforcement and Investigations, any criminal law enforcement 

investigation, or any pending proceeding of a State Board of Accountancy, 

except to the extent that such conduct concerns that which was the basis 

for the Order.

6. That Respondent has complied with any and all orders, undertakings, or 

other remedial, disciplinary, or punitive sanctions resulting from any action 

taken by any State Board of Accountancy, or other regulatory body.

H. Respondent shall also provide a detailed description of:

1. Respondent’s professional history since the imposition of the Order, including 
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(a) all job titles, responsibilities and role at any employer;

(b) the identification and description of any work performed for entities 

regulated by the Commission, and the persons to whom Respondent reported for 

such work; and

2. Respondent’s plans for any future appearance or practice before the 

Commission.

I. The Commission may conduct its own investigation to determine if the foregoing 

attestations are accurate.

J. If Respondent provides the documentation and attestations required in this Order

and the Commission (1) discovers no contrary information therein, and (2) determines that 

Respondent truthfully and accurately attested to each of the items required in Respondent’s

affidavit, and the Commission discovers no information, including under Paragraph I, indicating 

that Respondent has violated a federal securities law, rule or regulation or rule of professional 

conduct applicable to Respondent since entry of the Order (other than by conduct underlying 

Respondent’s original Rule 102(e) suspension), then, unless the Commission determines that 

reinstatement would not be in the public interest, the Commission shall reinstate the respondent for 

cause shown.

K. If Respondent is not able to provide the documentation and truthful and accurate 

attestations required in this Order or if the Commission has discovered contrary information, 

including under Paragraph I, the burden shall be on the Respondent to provide an explanation as to 

the facts and circumstances pertaining to the matter setting forth why Respondent believes cause 

for reinstatement nonetheless exists and reinstatement would not be contrary to the public interest. 

The Commission may then, in its discretion, reinstate the Respondent for cause shown. 
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L. If the Commission declines to reinstate Respondent pursuant to Paragraphs J and K, 

it may, at Respondent’s request, hold a hearing to determine whether cause has been shown to 

permit Respondent to resume appearing and practicing before the Commission as an accountant.

By the Commission.

Vanessa A. Countryman

Secretary