Commission Charges North Carolina-Based Investment Adviser for Misleading Fund Board about Algorithmic Trading Ability
The Securities and Exchange Commission (Commission) today announced charges against a North Carolina-based investment adviser and its former owner for misleading an investment fund's board of directors about the firm's ability to conduct algorithmic currency trading so they would approve the firm's contract to manage the fund.
The SEC's Enforcement Division alleges that Chariot Advisors LLC and Elliott L. Shifman misled the fund's board about the nature, extent, and quality of services that the firm could provide as he touted the competitive benefits of algorithmic trading in two presentations before the board. Contrary to what Shifman told the directors, Chariot Advisors did not devise or otherwise possess any algorithms capable of engaging in the currency trading that Shifman was describing. After the fund was launched, Chariot Advisors did not use an algorithm model to perform the fund's currency trading as represented to the board, but instead hired an individual trader who was allowed to use discretion on trade selection and execution. The misconduct by Shifman and Chariot Advisors caused misrepresentations and omissions in the Chariot fund's registration statement and prospectus filed with the SEC and viewed by investors.
The case arises out of an initiative by the SEC Enforcement Division's Asset Management Unit to focus on the"15(c) process" – a reference to Section 15(c) of the Investment Company Act of 1940 that requires a registered fund's board to annually evaluate the fund's advisory agreements. Advisers must provide the board with the truthful information necessary to make that evaluation. Other enforcement actions taken against misconduct in the investment contract renewal process and fee arrangements include cases against Morgan Stanley Investment Management, a sub-adviser to the Malaysia Fund, and two mutual fund trusts affiliated with the Northern Lights Variable Trust fund complex.
"It is critical that investment advisers provide truthful information to the directors of the registered funds they advise," said Julie M. Riewe, Co-Chief of SEC Enforcement Division's Asset Management Unit."Both boards and advisers have fiduciary duties that must be fulfilled to ensure that a fund's investors are not harmed."
According to the SEC's order instituting administrative proceedings, the false claims by Chariot and Shifman defrauded the Chariot Absolute Return Currency Portfolio, a fund that was formerly within the Northern Lights Variable Trust fund complex. In December 2008 and again in May 2009, Shifman misrepresented to the Chariot fund's board that his firm would implement the fund's investment strategy by using a portion of the fund's assets to engage in algorithmic currency trading. Chariot fund's initial investment objective was to achieve absolute positive returns in all market cycles by investing approximately 80 percent of the fund's assets under management in short-term fixed income securities, and using the remaining 20 percent of the assets under management to engage in algorithmic currency trading.
According to the SEC's order, Chariot Advisors did not have an algorithm capable of conducting such currency trading. The ability to conduct currency trading was particularly significant for the Chariot fund's performance, because in the absence of an operating history the directors focused instead on Chariot Advisors' reliance on models when the board evaluated the advisory contract. Even though Shifman believed that the fund's currency trading needed to achieve a 25 to 30 percent return to succeed, Shifman never disclosed to the board that Chariot Advisors had no algorithm or model capable of achieving such a return.
According to the SEC's order, because Chariot Advisors possessed no algorithm, currency trading for the fund was under the control of an individual trader who was not using an algorithm for at least the first two months after the fund's launch. Shifman had interviewed the trader prior to her hiring and knew that she used a technical analysis, rules-based approach for trading that combined market indicators with her own intuition. The trader traded currencies for the fund until Sept. 30, 2009 when she was terminated due to poor trading performance. Subsequently, Chariot employed a third party who utilized an algorithm to conduct currency trading on behalf of the Chariot fund.
The SEC's order alleges that the misconduct by Chariot and Shifman, who lives in the Raleigh area, resulted in violations of Sections 15(c) and 34(b) of the Investment Company Act of 1940 and Sections 206(1), 206(2), and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the order are true and whether any remedial sanctions are appropriate.
The SEC's investigation was led by Stephen E. Donahue and John G. Westrick of the Asset Management Unit and Atlanta Regional Office as well as Michael D. Watson of the Atlanta office. Pat Huddleston and Shawn Murnahan will lead the Enforcement Division's litigation. John Sherrick and Timothy J. Barker of the Atlanta Regional Office conducted the related examination that led to the investigation. (Press Rel. 2013-162; Rel. 34-70239)
Court Enters Final Judgments by Consent against Defendants Giuseppe Pino Baldassarre and Robert Mouallem
The Commission announced that on August 16, 2013, the Honorable Allyne R. Ross, United States District Court Judge for the Eastern District of New York, entered final judgments by consent against Defendants Giuseppe Pino Baldassarre and Robert Mouallem. The final judgments permanently enjoin Baldassarre and Mouallem from future violations of Sections 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The final judgments also (i) order Baldassarre and Mouallem to pay total combined disgorgement and prejudgment interest of $21,932.03, which is deemed satisfied by the forfeiture orders entered against them in a parallel criminal action, and (ii) bar Baldassarre and Mouallem from participating in any offering of penny stock. In addition, the judgment against Baldassarre prohibits him from acting as an officer or director of a public company.
On December 7, 2011, the SEC filed its complaint against Baldassarre, Mouallem, and Malcolm Stockdale alleging that from at least October 2009, they engaged in a fraudulent broker bribery scheme designed to manipulate the market for the common stock of Dolphin Digital Media, Inc. The complaint alleged that they engaged in an undisclosed kickback arrangement with an individual who claimed to represent a group of registered representatives with trading discretion over the accounts of wealthy customers. For further information, please see Litigation Release Number 22182 (December 7, 2011). [SEC v. Giuseppe Pino Baldassarre, Robert Mouallem, and Malcolm Stockdale, Civil Action No. 11 Civ. 5970 (ARR) (E.D.N.Y.)] (LR-22785)
Commission Charges Principal of Purported Biomedical Company with Fraud
The Commission charged the principal of a purported Indianapolis biomedical company in a scheme that netted the principal over $500,000 in illicit profits.
The SEC alleges that Timothy E. Cook, the CEO and principal shareholder of Xytos, Inc., misrepresented the company to the investing public as an operational biomedical company. Meanwhile, Cook sold millions of his own Xytos shares on the open market and lived off the more than $400,000 in proceeds from those fraudulent sales. The SEC further alleges that Cook generated over $100,000 from private offerings in which he used false and misleading offering documents and misappropriated investor funds.
The Commission's complaint alleges that Cook and Xytos violated the antifraud provisions of the securities laws in Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and Section 17(a) of the Securities Act of 1933 (Securities Act); that Cook aided and abetted these violations; and that Cook is liable for the Exchange Act violations as a control person of Xytos. Finally, the complaint alleges that Cook and Asia Equities engaged in unregistered offerings in violation of Section 5(a) and 5(c) of the Securities Act. The Commission's complaint seeks permanent injunctions, civil penalties, disgorgement and prejudgment interest against all defendants. As to Cook, the complaint also seeks penny stock and officer and director bars.
The Commission acknowledges the assistance of the Financial Industry Regulatory Authority. [SEC v. Timothy E. Cook, et al., Civil Action No. 13-cv-1312 (S.D. Ind., filed August 19, 2013)] (LR- 22783)
Commission Orders Hearing on Registration Suspension or Revocation against Four Public Companies for Failure to Make Required Periodic Filings
Today, the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registrations of each class of the securities of four companies for failure to make required periodic filings with the Commission:
• Advantage Technologies, Inc.
In this Order, the Division of Enforcement (Division) alleges that the four issuers are delinquent in their required periodic filings with the Commission.
In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the Administrative Law Judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and/or 13a-13 thereunder, are true. The Administrative Law Judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-70240)
In the Matter of David B. Welliver
The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings and Imposing Remedial Sanctions (Order) against David B. Welliver (“Welliver"). The Order bars Welliver from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization.
The Order finds that, on April 30, 2013, the District Court granted summary judgment as to liability against Welliver and his investment advisory firm, Dblaine Capital, LLC (“Dblaine Capital"), on charges alleging violations of: Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 (“Securities Act"), Section 206(3) of the Investment Advisers Act of 1940 (“Advisers Act"), and Sections 17(a)(2), 22(e), and 34(b) of the Investment Company Act of 1940 (“Investment Company Act") and Rules 22c-1 and 38a-1 thereunder. Securities and Exchange Commission v. Dblaine Capital, LLC and David B. Welliver, Civil Action No. 11 cv 3076 (D. Minn.). The Order further finds that, on August 13, 2013, a final judgment by consent was entered against Welliver and Dblaine Capital, permanently enjoining them from future violations of: Section 17(a) of the Securities Act, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, Sections 206(1), 206(2), 206(3) and 206(4) of the Advisers Act and Rule 206(4) 8 thereunder, and Sections 17(a)(2), 17(e)(1), 22(e), and 34(b) of the Investment Company Act and Rules 22c-1 and 38a-1 thereunder.
The Order finds that the Commission's complaint in the district court action alleged that, from at least October 2010 to August 2011, Welliver breached his fiduciary duty to a mutual fund client, the Dblaine Fund, by, among other things, entering into an improper and undisclosed quid pro quo agreement pursuant to which he and Dblaine Capital obtained $4 million in loans in exchange for investing Dblaine Fund assets in an illiquid private placement that was affiliated with the lender. The complaint also alleged that Welliver and Dblaine Capital made these investments even though they knew that the investments violated the Dblaine Fund's investments restrictions and policies. The complaint further alleged that Welliver and Dblaine Capital fraudulently provided the Dblaine Fund with inaccurate, inflated valuations for the private placement security and, as a result, Welliver and Dblaine Capital caused the Dblaine Fund to misstate its net asset value in various filings and reports, and to offer, sell, and redeem securities at a price other than its current net asset value. The complaint also alleged that Welliver and Dblaine Capital engaged in improper affiliated transactions with the Dblaine Fund; improperly suspended redemptions in the fund; and failed to adopt and implement policies and procedures reasonably designed to prevent violations of the federal securities laws. The Commission's complaint alleged that Welliver and Dblaine Capital ultimately discovered that the private placement security was worthless, but continued their fraud by concealing this from Dblaine Fund investors. Finally, the complaint alleged that, while the Dblaine Fund's investors suffered almost total losses as a result of the investment in the private placement, Welliver enriched himself by spending at least $500,000 of the loans proceeds for his personal benefit.
Welliver consented to the issuance of the Order, without admitting or denying the findings, except with respect to the entry of an injunction and the order of summary judgment. (IA-3654)
In the Matter of Robert A. Gist, Esq.
On August 21, 2013, the Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Rule 102(e)(3) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions as to Robert A. Gist (Gist), an Atlanta attorney and former sports agent.
The Order finds that on May 31, 2013, the Commission filed a complaint against Gist in SEC v. Robert A. Gist, et al., (Civil Action No. 1:13-CV-01833-AT), in the United States District Court for the Northern District of Georgia. On May 31, 2013, the court entered an order permanently enjoining Gist, by consent, from future violations of Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder. Gist was also ordered to pay $5,400,000 in disgorgement of ill-gotten gains from his misappropriation of investor funds, and prejudgment interest thereon to be calculated from January 1, 2008, and a civil money penalty in the amount to be determined by the Court.
The Commission's complaint alleged that, in connection with the sale of securities, Gist misused and misappropriated investor funds, falsely stated to investors that their funds were invested, sent out false account statements indicating that investors funds were fully invested and earning returns, and otherwise engaged in a variety of conduct, which operated as a fraud and deceit on investors. The complaint also alleged that for a portion of the time of the alleged misconduct, Gist was a registered representative of a Commission-registered broker-dealer, and that for a later portion of the time of the alleged misconduct, Gist acted as an unregistered broker-dealer.
Gist, without admitting or denying the findings, consented to the issuance of the Order, which suspends him from appearing or practicing before the Commission as an attorney. (Rel. 34-70243)
Investment company orders
Separate Account III of National Integrity Life Insurance Company
An order has been issued on an application filed by Separate Account III of National Integrity Life Insurance Company pursuant to Section 8(f) of the Investment Company Act of 1940 declaring that it has ceased to be an investment company. (IC-30656)
Separate Account III of Integrity Life Insurance Company
An order has been issued on an application filed by Separate Account III of Integrity Life Insurance Company pursuant to Section 8(f) of the Investment Company Act of 1940 declaring that it has ceased to be an investment company. (IC-30657)
Orders of Deregistration Under the Investment Company Act of 1940
Orders have been issued under Section 8(f) of the Investment Company Act of 1940 declaring that each of the following has ceased to be an investment company:
JHW Pan Asia Strategies TE Fund, LLC [File No. 811-22381]
[Rel. No. IC-30658]
JHW Pan Asia Strategies Fund, LLC [File No. 811-22382]
[Rel. No. IC-30659]
JHW Pan Asia Strategies Master Fund, LLC [File No. 811-22383]
[Rel. No. IC-30660]
CAMCO Investors Trust [File No. 811-21966]
[Rel. No. IC-30661]
Dreman Contrarian Funds [File No. 811-22118]
[Rel. No. IC-30662]
FocusShares Trust [File No. 811-22128]
[Rel. No. IC-30663]
Hatteras Variable Trust [File No. 811-22660]
[Rel. No. IC-30664]
Javelin Exchange-Traded Trust [File No. 811-22125]
[Rel. No. IC-30665]
Rochdale Investment Trust [File No. 811-8685]
[Rel. No. IC-30666]
Stonebridge Funds Trust [File No. 811-749]
[Rel. No. IC-30667]
Multi-Manager Portfolio, LLC [File No. 811-22300]
[Rel. No. IC-30668]
Multi-Manager TEI Portfolio, LLC [File No. 811-22301]
[Rel. No. IC-30669]
Multi-Manager Master Portfolio, LLC [file No. 811-22302]
[Rel. No. IC-30670]
Immediate Effectiveness of Proposed Rule Change
A proposed rule change filed by BATS Y-Exchange, Inc. to modify BYX registration and continuing education requirements (SR-BYX-2013-028) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 19th. (Rel. 34-70236)
A proposed rule change filed by BATS Exchange, Inc. to modify BATS registration and continuing education requirements (SR-BATS-2013-046) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 19th. (Rel. 34-70237)
A proposed rule change filed by The NASDAQ Stock Market LLC (SR-NASDAQ-2013-109) modifying NASDAQ's optional anti-internalization functionality has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 19th. (Rel. 34-70241)
A proposed rule change filed by NASDAQ OMX PHLX LLC (SR-Phlx-2013-76) relating to the discontinuation of the differentiation of Price Improvement XL orders of less than 50 contracts has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 19th. (Rel. 34-70242)
The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.
Registration statements may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
S-1 ROI Acquisition Corp. II, 601 LEXINGTON AVENUE, 51ST FLOOR, NEW YORK, NY, 10022, 212-825-0400 - 0 ($143,750,000.00) Other, (File 333-190721 - Aug. 20) (BR. 11A) S-1 STERLING CONSOLIDATED Corp, 1105 GREEN GROVE ROAD, NEPTUNE, NJ, 07753, 732 918 8004 - 4,955,918 ($1,139,861.00) Equity, (File 333-190722 - Aug. 20) (BR. 06C) S-4 GERMAN AMERICAN BANCORP, INC., 711 MAIN ST, P O BOX 810, JASPER, IN, 47546, 8124821314 - 614,186 ($13,543,646.00) Equity, (File 333-190723 - Aug. 20) (BR. 07C) S-8 Third Point Reinsurance Ltd., THE WATERFRONT, CHESNEY HOUSE, 96 PITTS BAY ROAD, PEMBROKE, D0, HM 08, 1 441 542 3308 - 0 ($282,422,671.00) Equity, (File 333-190724 - Aug. 20) (BR. 01A) S-1 PBF Energy Inc., 1 SYLVAN WAY, PARSIPPANY, NJ, 07054, 973-455-7500 - 0 ($143,046,477.00) Equity, (File 333-190725 - Aug. 20) (BR. 04A) S-1 MILESTONE INTERNATIONAL, CORP., 9 TANKOVAYA STREET, STE 2, KALININGRAD, 1Z, 236038, 40312210477 - 4,000,000 ($80,000.00) Equity, (File 333-190726 - Aug. 20) (BR. 03) S-1 Tomichi Creek Outfitters, P.O. BOX 123, SARGENTS, CO, 81248, 719-429-4042 - 3,000,000 ($30,000.00) Equity, (File 333-190727 - Aug. 20) (BR. 05) S-1 Marika Inc., 2360 CORPORATE CIRCLE SUITE 400, HENDERSON, NV, 89074, 702-425-4332 - 5,000,000 ($100,000.00) Equity, (File 333-190728 - Aug. 20) (BR. ) S-8 DHT Holdings, Inc., CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON, D0, HM 11, 1 441 299-4912 - 620,000 ($2,604,000.00) Equity, (File 333-190729 - Aug. 20) (BR. 05A) S-4 SPARTAN STORES INC, 850 76TH ST SW, P O BOX 8700, GRAND RAPIDS, MI, 49518, 6168782000 - 0 ($409,694,400.00) Equity, (File 333-190730 - Aug. 20) (BR. 02B) S-1 VANTAGESOUTH BANCSHARES, INC., 3600 GLENWOOD AVENUE, SUITE 300, RALEIGH, NC, 27612-4955, (919) 659-9000 - 0 ($50,000,000.00) Equity, (File 333-190731 - Aug. 20) (BR. 07B) S-4 VERISIGN INC/CA, 12061 BLUEMONT WAY, ATTN: GENERAL COUNSEL, RESTON, VA, 20190, 7039483200 - 0 ($750,000,000.00) Debt, (File 333-190732 - Aug. 20) (BR. 03B) S-8 CISCO SYSTEMS, INC., 170 WEST TASMAN DR, SAN JOSE, CA, 95134-1706, 4085264000 - 935,253 ($10,748,191.66) Equity, (File 333-190733 - Aug. 20) (BR. 03C) S-8 Athlon Energy Inc., 420 THROCKMORTON STREET, SUITE 1200, FORT WORTH, TX, 76102, 817-984-8200 - 0 ($228,396,000.00) Equity, (File 333-190734 - Aug. 20) (BR. 04A) S-8 QUINSTREET, INC, 950 TOWER LANE, 6TH FLOOR, FOSTER CITY, CA, 94404, 650-578-7700 - 2,567,506 ($22,850,803.40) Equity, (File 333-190735 - Aug. 20) (BR. 03B) S-3ASR MBIA INC, 113 KING ST, ARMONK, NY, 10504, 914-273-4545 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-190737 - Aug. 20) (BR. 01A) S-8 MBIA INC, 113 KING ST, ARMONK, NY, 10504, 914-273-4545 - 0 ($2,488,000.00) Equity, (File 333-190738 - Aug. 20) (BR. 01A)
Recent 8K Filings
Form 8-K is used by companies to file current reports on the following events:
8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
STATE NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT 3D SYSTEMS CORP DE 8.01,9.01 08/20/13 ABIOMED INC DE 5.07 08/14/13 ACI WORLDWIDE, INC. DE 1.01,2.03,9.01 08/20/13 ADCARE HEALTH SYSTEMS, INC OH 2.02,9.01 08/14/13 Advaxis, Inc. DE 5.02,8.01,9.01 08/14/13 AFFYMAX INC DE 1.01 08/15/13 Agricon Global Corp DE 8.01,9.01 08/20/13 ALERE INC. DE 5.07 08/07/13 AMEND ALEXION PHARMACEUTICALS INC DE 8.01 08/19/13 Ally Financial Inc. DE 1.01,3.02,5.07,9.01 08/19/13 AMBASE CORP DE 8.01 08/20/13 American Realty Capital Properties, I MD 8.01,9.01 08/20/13 AMERICAN WOODMARK CORP VA 2.02,9.01 08/20/13 Ampio Pharmaceuticals, Inc. DE 7.01,8.01,9.01 08/14/13 ANALOG DEVICES INC MA 2.02,9.01 08/20/13 ANDAIN, INC. NV 4.01,9.01 01/28/13 AMEND ANTARES PHARMA, INC. DE 5.02 08/15/13 Athlon Energy Inc. DE 1.01,2.03,9.01 08/14/13 Atlantic Coast Financial CORP MD 5.07 08/16/13 ATRION CORP DE 5.02,5.03,9.01 08/14/13 AUDIENCE INC DE 5.02,9.01 08/16/13 AUXILIUM PHARMACEUTICALS INC DE 8.01 08/16/13 BARNES & NOBLE INC DE 2.02,9.01 08/20/13 Bergio International, Inc. DE 2.02,7.01,9.01 08/20/13 BEST BUY CO INC MN 2.02,9.01 08/20/13 BIOLASE, INC DE 7.01,9.01 08/19/13 BJs RESTAURANTS INC CA 8.01,9.01 08/20/13 BOK FINANCIAL CORP ET AL OK 5.02 08/16/13 BOLDFACE GROUP, INC. NV 5.02 08/14/13 Bonds.com Group, Inc. DE 5.07 07/17/13 AMEND Booz Allen Hamilton Holding Corp DE 1.01,2.03,9.01 08/16/13 BOTTOMLINE TECHNOLOGIES INC /DE/ DE 1.01,2.01,8.01,9.01 08/20/13 BOTTOMLINE TECHNOLOGIES INC /DE/ DE 2.02,9.01 08/20/13 CABCO SERIES 2004-101 TRUST (GOLDMAN 8.01,9.01 08/15/13 CalAmp Corp. DE 8.01 08/19/13 CAMPBELL FUND TRUST DE 3.02 08/20/13 CAREER EDUCATION CORP DE 8.01 08/19/13 CATERPILLAR INC DE 7.01 08/20/13 CBRE GROUP, INC. DE 5.02,9.01 08/14/13 CHANCELLOR GROUP INC. NV 1.01,2.03,9.01 08/15/13 CHINA EDUCATION ALLIANCE INC. NC 2.02,9.01 08/14/13 China Housing & Land Development, Inc NV 2.02,7.01,9.01 08/14/13 COGENT COMMUNICATIONS GROUP INC 1.01,2.03,9.01 08/19/13 Colonial Financial Services, Inc. 8.01,9.01 08/15/13 Commercial Vehicle Group, Inc. DE 5.02,9.01 08/14/13 CONNECTICUT WATER SERVICE INC / CT CT 8.01,9.01 08/20/13 CORINTHIAN COLLEGES INC 7.01 08/20/13 CORNERSTONE THERAPEUTICS INC DE 8.01 08/15/13 CoroWare, Inc, DE 4.01,9.01 08/15/13 AMEND CPI AEROSTRUCTURES INC NY 1.01,5.02 08/15/13 Creative App Solutions, Inc. NV 5.02 08/08/13 AMEND CROSS TIMBERS ROYALTY TRUST TX 2.02,9.01 08/20/13 CRYOLIFE INC FL 8.01,9.01 08/19/13 DAKTRONICS INC /SD/ SD 2.02,9.01 08/20/13 Desert Canadians Ltd. DE 1.01,9.01 08/15/13 DICKS SPORTING GOODS INC DE 2.02,8.01,9.01 08/14/13 DICKS SPORTING GOODS INC DE 7.01 08/20/13 DILLARDS INC DE 5.03,9.01 08/20/13 Discovery Communications, Inc. DE 8.01,9.01 08/19/13 DOLE FOOD CO INC DE 1.01,9.01 08/19/13 DOLPHIN DIGITAL MEDIA INC NV 4.02 08/14/13 DOMINION RESOURCES BLACK WARRIOR TRUS DE 2.02,9.01 08/19/13 DREW INDUSTRIES INC DE 8.01,9.01 08/20/13 ECLIPSE IDENTITY RECOGNITION Corp NV 4.01,9.01 08/01/13 Employers Holdings, Inc. NV 5.02,9.01 08/20/13 Enduro Royalty Trust DE 2.02,9.01 08/20/13 ENERGY XXI (BERMUDA) LTD D0 2.02,9.01 08/20/13 EON COMMUNICATIONS CORP DE 9.01 08/20/13 EPLUS INC DE 8.01 08/16/13 ERA GROUP INC. DE 5.02 08/19/13 EVEREST RE GROUP LTD D0 5.02,9.01 08/16/13 EveryWare Global, Inc. DE 5.02,9.01 08/14/13 ExOne Co DE 1.01,5.02,5.03,5.07, 08/14/13 9.01 Federal Home Loan Bank of Atlanta X1 2.03 08/14/13 Federal Home Loan Bank of Chicago X1 2.03 08/14/13 Federal Home Loan Bank of Cincinnati X1 2.03,9.01 08/14/13 Federal Home Loan Bank of Indianapoli X1 7.01,9.01 08/20/13 Federal Home Loan Bank of Indianapoli X1 2.03,9.01 08/20/13 Federal Home Loan Bank of New York X1 2.03,9.01 08/14/13 Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 08/14/13 Federal Home Loan Bank of San Francis X1 2.03 08/14/13 Federal Home Loan Bank of Topeka 2.03,9.01 08/15/13 FNB CORP/FL/ FL 7.01,9.01 08/20/13 FROZEN FOOD EXPRESS INDUSTRIES INC TX 1.01,3.01,3.03,5.01, 08/16/13 5.02,5.03,8.01,9.01 FS Bancorp, Inc. 7.01,9.01 08/20/13 FULL HOUSE RESORTS INC DE 1.01,9.01 08/16/13 Fuse Science, Inc. NV 5.02 08/19/13 GAIN Capital Holdings, Inc. DE 7.01,9.01 08/16/13 GENSPERA INC DE 1.01,3.02,5.07,9.01 08/16/13 GEOSPACE TECHNOLOGIES CORP DE 5.07 08/20/13 Global Vision Holdings, Inc. NV 2.03 08/14/13 GRANITE CITY FOOD & BREWERY LTD. MN 5.02,9.01 08/16/13 GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01,9.01 07/31/13 H&R BLOCK INC MO 5.02,9.01 08/16/13 HANMI FINANCIAL CORP DE 8.01,9.01 08/20/13 HASTINGS ENTERTAINMENT INC TX 2.02,9.01 08/19/13 HERTZ GLOBAL HOLDINGS INC 3.02 08/14/13 HOME DEPOT INC DE 2.02,9.01 08/20/13 HUGOTON ROYALTY TRUST TX 2.02,8.01,9.01 08/20/13 Huixin Waste Water Solutions, Inc. E9 8.01,9.01 08/15/13 IMAGENETIX INC /NV/ NV 8.01,9.01 08/20/13 IMMUNOMEDICS INC DE 5.02,9.01 08/15/13 INDEPENDENCE REALTY TRUST, INC MD 1.01,3.03,5.03,9.01 08/19/13 INSTEEL INDUSTRIES INC NC 8.01,9.01 08/20/13 Intelligent Highway Solutions, Inc. NV 4.01,9.01 08/06/13 INTERMOLECULAR INC DE 7.01 08/20/13 INTERNATIONAL GAME TECHNOLOGY NV 7.01,9.01 08/20/13 INTUIT INC DE 2.02,8.01,9.01 08/20/13 IRON MOUNTAIN INC DE 5.02 08/16/13 J C PENNEY CO INC DE 2.02,9.01 08/20/13 JOHNSON & JOHNSON NJ 8.01,9.01 08/19/13 KBS Legacy Partners Apartment REIT, I MD 1.01,9.01 08/14/13 KEY TRONIC CORP WA 2.02,9.01 08/20/13 KITARA MEDIA CORP. DE 5.02,5.03,9.01 08/19/13 L & L ENERGY, INC. NV 5.02 08/20/13 LA-Z-BOY INC MI 2.02,9.01 08/20/13 LAKELAND BANCORP INC NJ 7.01,9.01 08/20/13 LANNETT CO INC DE 1.01,9.01 08/19/13 LEXMARK INTERNATIONAL INC /KY/ DE 8.01,9.01 08/20/13 LIBBEY INC DE 5.02 08/19/13 Lion Lam Diamond Inc 4.01,9.01 08/20/13 LogMeIn, Inc. DE 5.02,9.01 08/16/13 MACROSOLVE INC OK 4.01 08/19/13 MAM SOFTWARE GROUP, INC. DE 5.02,8.01,9.01 08/20/13 MARINE PETROLEUM TRUST TX 7.01,9.01 08/20/13 Market Leader, Inc. WA 2.01,3.01,3.03,5.01, 08/20/13 5.02,5.03,9.01 Marlborough Software Development Hold DE 1.01,8.01,9.01 08/20/13 MBIA INC CT 8.01,9.01 08/20/13 MEDICAL PROPERTIES TRUST INC 8.01,9.01 08/15/13 MEDTRONIC INC MN 2.02,9.01 08/20/13 META FINANCIAL GROUP INC DE 7.01,9.01 08/20/13 METHES ENERGIES INTERNATIONAL LTD NV 1.01,2.03,9.01 08/16/13 MICROCHIP TECHNOLOGY INC DE 5.07 08/20/13 Midway Gold Corp A1 5.02,7.01,9.01 08/20/13 Momentive Performance Materials Inc. DE 5.02 08/19/13 Nano Mask, Inc. NV 5.02 08/19/13 National American University Holdings DE 8.01,9.01 08/19/13 National CineMedia, Inc. DE 5.02 08/14/13 NETLIST INC DE 5.02,9.01 08/20/13 Nexeo Solutions Holdings, LLC DE 7.01,9.01 08/20/13 NORD RESOURCES CORP DE 5.03 09/29/10 NORD RESOURCES CORP DE 5.03 08/01/11 Nuance Communications, Inc. DE 1.01,3.03,5.03,8.01, 08/19/13 9.01 NV ENERGY, INC. NV 8.01,9.01 08/20/13 ONEOK INC /NEW/ OK 7.01,9.01 08/19/13 ONEOK Partners LP DE 7.01,9.01 08/19/13 Orion Marine Group Inc 8.01 08/14/13 ORRSTOWN FINANCIAL SERVICES INC PA 7.01 08/15/13 PANTRY INC DE 1.01,9.01 08/15/13 PDL BIOPHARMA, INC. DE 1.01,2.03 08/15/13 Pernix Group, Inc. 2.02,7.01,9.01 08/14/13 Pershing Gold Corp. NV 1.01,3.02 08/15/13 PHARMACYCLICS INC DE 5.02 08/14/13 PHH CORP MD 1.01,2.03,8.01,9.01 08/20/13 Phillips Edison - ARC Shopping Center MD 8.01,9.01 08/20/13 PLAINS ALL AMERICAN PIPELINE LP DE 1.01,2.03,7.01,8.01, 08/16/13 9.01 PRINCE MEXICO S.A., INC. NV 1.01,2.01,3.02,5.03, 07/06/12 5.06,8.01,9.01 PRINCE MEXICO S.A., INC. NV 1.01,2.01,3.02,5.03, 07/06/12 AMEND 5.06,8.01,9.01 PROGAMING PLATFORMS CORP DE 5.02,9.01 08/20/13 PURE BIOSCIENCE, INC. DE 1.01,3.01,3.02,5.02, 08/13/13 8.01,9.01 Quinpario Acquisition Corp. 8.01 08/14/13 Rainbow Coral Corp. FL 4.01,9.01 08/19/13 Rango Energy, Inc. NV 8.01,9.01 08/15/13 REAL HIP-HOP NETWORK, INC DE 1.01,9.01 08/14/13 RECOVERY ENERGY, INC. NV 3.01 08/19/13 RED MOUNTAIN RESOURCES, INC. FL 8.01,9.01 08/20/13 REPROS THERAPEUTICS INC. DE 8.01,9.01 08/20/13 Retrophin, Inc. OK 1.01,3.02,8.01,9.01 08/14/13 REVLON CONSUMER PRODUCTS CORP DE 8.01,9.01 08/20/13 REVLON INC /DE/ DE 8.01,9.01 08/20/13 Rhino Resource Partners LP DE 5.02,9.01 08/19/13 SAExploration Holdings, Inc. DE 2.02,4.02,9.01 08/19/13 Saker Aviation Services, Inc. NV 1.01,2.01,9.01 08/15/13 SAN JUAN BASIN ROYALTY TRUST TX 2.02,9.01 08/20/13 Santander Holdings USA, Inc. VA 7.01,9.01 08/20/13 SERVICESOURCE INTERNATIONAL, INC. DE 5.02 08/19/13 ServisFirst Bancshares, Inc. DE 5.03,9.01 08/19/13 SMTP, Inc. DE 5.02,7.01,9.01 08/15/13 SOUTHWEST IOWA RENEWABLE ENERGY, LLC IA 5.02 08/20/13 SOUTHWESTERN PUBLIC SERVICE CO NM 8.01,9.01 08/20/13 Spectrum Brands, Inc. DE 1.01,9.01 08/19/13 STERLING CONSOLIDATED Corp NV 4.01,9.01 08/06/13 AMEND Straight Path Communications Inc. DE 7.01,9.01 08/20/13 STREAMLINE HEALTH SOLUTIONS INC. DE 7.01,9.01 08/19/13 TALON REAL ESTATE HOLDING CORP. UT 1.01,3.02,9.01 08/20/13 TEJON RANCH CO DE 8.01,9.01 08/20/13 TELOS CORP MD 7.01 08/20/13 TJX COMPANIES INC /DE/ DE 2.02,9.01 08/20/13 TRAILBLAZER RESOURCES INC. NV 4.01,9.01 08/16/13 TRANSWITCH CORP /DE DE 1.01,3.02,3.03,8.01, 08/16/13 9.01 TRULIA, INC. DE 2.01,9.01 08/20/13 TRUSTCO BANK CORP N Y NY 8.01,9.01 08/20/13 TUESDAY MORNING CORP/DE DE 5.02,7.01,9.01 08/19/13 TUESDAY MORNING CORP/DE DE 2.02,9.01 08/20/13 UNITED STATES STEEL CORP DE 5.02,9.01 08/16/13 UNITED STATES STEEL CORP DE 5.02,9.01 08/16/13 UNITED STATES STEEL CORP DE 5.02,9.01 08/16/13 URBAN OUTFITTERS INC PA 2.02,9.01 08/19/13 UROLOGIX INC MN 5.02 08/14/13 US-BLH BIO-ENGINEERING INT'L, INC. CA 4.01,9.01 07/12/13 USA Synthetic Fuel Corp DE 4.02 08/08/13 AMEND VALUECLICK INC/CA DE 1.01,2.03,3.03,9.01 08/19/13 VANGUARD HEALTH SYSTEMS INC DE 2.02,9.01 08/19/13 VANTAGESOUTH BANCSHARES, INC. 8.01,9.01 08/20/13 VEECO INSTRUMENTS INC DE 3.01,9.01 08/14/13 Verso Paper Corp. DE 3.01,9.01 08/14/13 VIDEO DISPLAY CORP GA 1.01 08/16/13 WARREN RESOURCES INC MD 5.02,9.01 08/19/13 WASHINGTON REAL ESTATE INVESTMENT TRU MD 5.02,9.01 08/20/13 WCI Communities, Inc. DE 2.02,7.01,9.01 08/20/13 West Texas Resources, Inc. NV 1.01,2.01,2.03,9.01 08/14/13 WFRBS Commercial Mortgage Trust 2013- 8.01,9.01 08/20/13 WIDEPOINT CORP DE 2.02,9.01 08/14/13 World Point Terminals, LP DE 1.01,2.01,2.03,3.02, 08/14/13 5.02,5.03,9.01 XIANGTIAN (USA) AIR POWER CO., LTD. 5.03,9.01 08/20/13 Your Internet Defender, Inc NV 4.01,9.01 08/15/13 ZIONS BANCORPORATION /UT/ UT 7.01,9.01 08/19/13