From the Securities and Exchange Commission (emphasis added):
SEC Charges Merrill Lynch With Misleading Investors in CDOs
Washington D.C., Dec. 12, 2013 —
The Securities and Exchange Commission today charged Merrill Lynch with making faulty disclosures about collateral selection for two collateralized debt obligations (CDO) that it structured and marketed to investors, and maintaining inaccurate books and records for a third CDO.
Merrill Lynch agreed to pay $131.8 million to settle the SEC’s charges.
…Merrill Lynch failed to inform investors that hedge fund firm Magnetar Capital LLC had a third-party role and exercised significant influence over the selection of collateral for the CDOs… and its interests were not necessarily aligned with those of other investors because it hedged its equity positions by shorting against the CDOs.
“Merrill Lynch marketed complex CDO investments using misleading materials that portrayed an independent process for collateral selection that was in the best interests of long-term debt investors,” said George S. Canellos, co-director of the SEC’s Division of Enforcement. “Investors did not have the benefit of knowing that a prominent hedge fund firm with its own interests was heavily involved behind the scenes in selecting the underlying portfolios.”