SEC NEWS DIGEST

Issue 2013-238
December 12, 2013

Closed Meeting on Monday, December 16, 2013 at 3:00 p.m. and Thursday, December 19, 2013 at 2:00 p.m.

The subject matter of the Closed Meetings will be: post argument discussion; institution and settlement of injunctive actions; institution and settlement of administrative proceedings; consideration of amicus participation; and other matters relating to enforcement proceedings.

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact the Office of the Secretary at (202) 551-5400.

Commission Charges Merrill Lynch with Misleading Investors in CDOs

Firm Agrees to $131 Million Settlement

The Securities and Exchange Commission (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.

The SEC's order instituting settled administrative proceedings finds that 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 entitled Octans I CDO Ltd. and Norma CDO I Ltd. Magnetar bought the equity in 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."

According to the SEC's order, Merrill Lynch engaged in the misconduct in 2006 and 2007, when its CDO group was a leading arranger of structured product CDOs. After four Merrill Lynch representatives met with a Magnetar representative in May 2006, an internal email explained the arrangement as "we pick mutually agreeable [collateral] managers to work with, Magnetar plays a significant role in the structure and composition of the portfolio ... and in return [Magnetar] retain[s] the equity class and we distribute the debt." The email noted they agreed in principle to do a series of deals with largely synthetic collateral and a short list of collateral managers. The equity piece of a CDO transaction is typically the hardest to sell and the greatest impediment to closing a CDO. Magnetar's willingness to buy the equity in a series of CDOs therefore gave the firm substantial leverage to influence portfolio composition.

According to the SEC's order, Magnetar had a contractual right to object to the inclusion of collateral in the Octans I CDO selected by the supposedly independent collateral manager Harding Advisory LLC during the warehouse phase that precedes the closing of a CDO. Merrill Lynch, Harding, and Magnetar had finalized a tri-party warehouse agreement that was sent to outside counsel, yet the disclosure that Merrill Lynch provided to investors incorrectly stated that the warehouse agreement was only between Merrill Lynch and Harding. The SEC has charged Harding and its owner with fraud for accommodating trades requested by Magnetar despite its interests not necessarily aligning with the debt investors.

The SEC's order finds that one-third of the assets for the portfolio underlying the Norma CDO were acquired during the warehouse phase by Magnetar rather than by the designated collateral manager NIR Capital Management LLC. NIR initially was unaware of Magnetar's purchases, but eventually accepted them and allowed Magnetar to exercise approval rights over certain other assets for the Norma CDO. The disclosure that Merrill Lynch provided to investors incorrectly stated that the collateral would consist of a portfolio selected by NIR. Merrill Lynch also failed to disclose in marketing materials that the CDO gave Magnetar a $35.5 million discount on its equity investment and separately made a $4.5 million payment to the firm that was referred to as a "sourcing fee." The SEC also today announced charges against two managing partners of NIR.

According to the SEC's order, Merrill Lynch violated books-and-records requirements in another CDO called Auriga CDO Ltd., which was managed by one of its affiliates. As it did in the Octans I and Norma CDO deals, Merrill Lynch agreed to pay Magnetar interest or returns accumulated on the warehoused assets of the Auriga CDO, a type of payment known as "carry." To benefit itself, however, Merrill Lynch improperly avoided recording many of the warehoused trades at the time they occurred, and delayed recording those trades. Therefore, Merrill Lynch's obligation to pay carry was delayed until after the pricing of the Auriga CDO when it became reasonably clear that the trades would be included in the portfolio.

 "Keeping adequate books and records is not an elective requirement of the federal securities laws, and broker-dealers who fail to properly record transactions will be held accountable for their violations," said Andrew M. Calamari, director of the SEC's New York Regional Office.

Merrill Lynch consented to the entry of the order finding that it willfully violated Sections 17(a)(2) and (3) of the Securities Act of 1933 and Section 17(a)(1) of the Securities Exchange Act of 1934 and Rule 17a-3(a)(2). The firm agreed to pay disgorgement of $56,286,000, prejudgment interest of $19,228,027, and a penalty of $56,286,000. Without admitting or denying the SEC's findings, Merrill Lynch agreed to a censure and is required to cease and desist from future violations of these sections of the Securities Act and Securities Exchange Act.

The SEC's investigation was conducted by staff in the New York Regional Office and the Complex Financial Instruments Unit, including Steven Rawlings, Gerald Gross, Tony Frouge, Elisabeth Goot, Brenda Chang, John Murray, Sharon Bryant, Kapil Agrawal, Douglas Smith, Howard Fischer, Daniel Walfish, and Joshua Pater. Several examiners in the New York office assisted, including Edward Moy, Luis Casais, Thomas Shupe, William Delmage, George DeAngelis, Syed Husain, and James Sawicki. (Press Rel. 2013-261)

Commission Charges Investment Managers for Misconduct in CDO Collateral Selection Process

The Commission today charged the managing partners of a Charlotte, N.C.-based investment advisory firm for compromising their independent judgment and allowing a third party with its own interests to influence the portfolio selection process of a collateralized debt obligation (CDO) being offered to investors.

The investment managers have agreed to collectively pay more than $472,000 and exit the securities industry to settle the SEC's charges.

According to the SEC's order instituting settled administrative proceedings, disclosures to investors indicated that NIR Capital Management LLC was solely selecting the assets for Norma CDO I Ltd. as the designated collateral manager. However, NIR's Scott H. Shannon accepted assets chosen by hedge fund firm Magnetar Capital LLC for the Norma CDO's portfolio, and Joseph G. Parish III allowed Magnetar to influence the selection of some other assets. Shannon himself called at least one of the residential mortgage-backed securities (RMBS) ultimately included in the portfolio a "real stinker." Magnetar bought the equity in the CDO but also placed short bets on collateral in the CDO and therefore had an interest not necessarily aligned with potential long-term debt investors that relied on the CDO and its collateral to perform well.

The SEC also today announced charges against Merrill Lynch, which structured and marketed the Norma CDO.

"Shannon and Parish could not serve two masters," said George S. Canellos, co-director of the SEC's Division of Enforcement. "They allowed Magnetar to influence asset selection and abdicated their duty to pick only the assets they believed were best for their client."

According to the SEC's order, NIR initially was unaware when Magnatar purchased $472.5 million in long exposure to RMBS for the Norma CDO in August and September 2006 based on information that NIR provided to Magnetar that was preliminary and not intended as a basis for actual collateral selection. By the time it learned about the purchases in November 2006, NIR already had purchased a substantial portion of the RMBS collateral. Nevertheless, NIR used its own internal credit metrics to analyze the collateral that Magnetar purchased, and Shannon then sought to exclude some of the RMBS collateral that Magnetar had acquired and selected. NIR, however, ultimately incorporated the collateral that Magnetar purchased in the closing portfolio. Shannon explained to an NIR credit analyst that the final portfolio included a number of trades that NIR did not execute, and "this leaves us with several names we probably would not want..."

According to the SEC's order, Parish allowed Magnetar to exercise so-called approval rights by permitting the firm to be involved in the process of selecting CDO assets acquired for the portfolio. As a result, Parish knew that Magnetar was the short counterparty for much of the Norma CDO's synthetic exposure to CDO securities. NIR attested in the collateral management agreement with the Norma CDO that it would act in good faith and exercise reasonable care in selecting the portfolio. However, the CDO and its debt investors knew nothing about NIR's compromised decision-making with Magnetar involved in the collateral selection process.

Shannon and Parish consented to the SEC's order finding that Shannon violated Sections 206(1) and (2) of the Investment Advisers Act of 1940 and Parish violated Section 206(2). Shannon agreed to be barred from the securities industry for at least two years and must pay disgorgement and prejudgment interest of $140,662 and a penalty of $116,553. Parish agreed to be suspended from the securities industry for at least 12 months and must pay disgorgement and prejudgment interest of $140,662 and a penalty of $75,000. Without admitting or denying the SEC's findings, Shannon and Parish consented to cease and desist from violating respective Sections of 206 of the Advisers Act. They have agreed to dissolve the NIR business.

The SEC's investigation was conducted by Steven Rawlings, Tony Frouge, Sharon Bryant, Kapil Agrawal, Douglas Smith, Howard Fischer, and Daniel Walfish with assistance from Gerald Gross and Joshua Pater of the New York Regional Office. They were assisted by examiners Edward Moy, Luis Casais, and Thomas Shupe in the New York office. (Press Rel. 2013-260)

Commission Charges London-Based Hedge Fund Adviser and U.S.-Based Holding Company for Internal Control Failures

The Commission today charged a London-based hedge fund adviser and its former U.S.-based holding company with internal controls failures that led to the overvaluation of a fund's assets and inflated fee revenue for the firms.

GLG Partners L.P. and its former holding company GLG Partners Inc. agreed to pay nearly $9 million to settle the SEC's charges.

 "Investors depend upon fund advisers to have proper controls in place to ensure that valuations and fees are not inflated," said Antonia Chion, an associate director in the SEC's Division of Enforcement. "GLG's pricing committee did not have the information and time it needed to properly value assets."

According to the SEC's order instituting settled administrative proceedings, the GLG firms managed the GLG Emerging Markets Special Assets 1 Fund. From November 2008 to November 2010, GLG's internal control failures caused the overvaluation of the fund's 25 percent private equity stake in an emerging market coal mining company. The overvaluation resulted in inflated fees to the GLG firms and the overstatement of assets under management in the holding company's filings with the SEC.

According to the SEC's order, GLG's asset valuation policies required the valuation of the coal company's position to be determined monthly by an independent pricing committee. On a number of occasions, GLG employees received information calling into question the $425 million valuation for the coal company position. But there were inadequate policies and procedures to ensure that such relevant information was provided to the independent pricing committee in a timely manner or even at all. There was confusion among GLG's fund managers, middle-office accounting personnel, and senior management about who was responsible for elevating valuation issues to the independent pricing committee.  

The SEC's order finds that GLG Partners L.P. violated and GLG Partners Inc. caused violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-11, and 13a-13. The order requires the firms to hire an independent consultant to recommend new policies and procedures for the valuation of assets and test the effectiveness of the policies and procedures after adoption. The order directs the firms to cease and desist from violating or causing violations of various provisions of the federal securities laws. The firms consented to the order without admitting or denying the charges. The SEC is establishing a Fair Fund to distribute money to harmed fund investors. The GLG firms agreed to pay disgorgement of $7,766,667, prejudgment interest of $437,679, and penalties totaling $750,000.

The SEC's investigation was conducted by Jonathan Cowen, Ann Rosenfield, Robert Dodge, and Lisa Deitch. The case arose from the SEC's Aberrational Performance Inquiry, an initiative by the Enforcement Division's Asset Management Unit that uses proprietary risk analytics to identify hedge funds with suspicious returns. Performance that is flagged as inconsistent with a fund's investment strategy or other benchmarks forms a basis for further investigation and scrutiny.

The SEC appreciates the assistance of the Financial Conduct Authority in the United Kingdom. (Press Rel. 2013-259)

Commission Awarded $400,000 in Disgorgement from Certified Public Accountant for His Violations of Commission Suspension Order

The Commission today announced a court ruling that requires certified public accountant Michael H. Taber to pay the government $400,000 in compensation he received while suspended from appearing or practicing before the Commission as an accountant.

According to the SEC's application filed in U.S. District Court for the Southern District of New York, Taber violated a 2004 Commission Order suspending him. The 2004 Order was based on a fraud injunction obtained against Taber, in SEC v. Del Global Techs. Corp., 04 CV 4092 (S.D.N.Y. filed June 1, 2004), for his participation in a fraudulent scheme as the chief financial officer of a New York-based company. While suspended, Taber repeatedly drafted, compiled, and edited information and data that was incorporated into requisite periodic reports that public companies filed with the SEC.

On October 3, 2013, the district court entered an order enforcing compliance by Taber with the 2004 Commission Order and directing the parties to submit their positions regarding disgorgement. On December 5, 2013, U.S. District Judge Katherine B. Forrest entered an order awarding the Commission $400,000 in disgorgement from Taber, who is licensed as a certified public accountant in New York and is currently a Florida resident. [SEC v. Michael H. Taber, CPA, Civil Action No. 13-mc-0282, USDC, SDNY] (LR-22887)

In the Matter of Darlene A. Bishop

The Commission issued an Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Order") against Darlene A. Bishop ("Bishop"). The Order finds that on August 1, 2013, a judgment was entered by consent against Bishop, permanently enjoining her from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder in the civil action entitled Securities and Exchange Commission v. Geoffrey Lunn, et al., Civil Action Number 12-cv-02767, in the United States District Court for the District of Colorado.

In the Order, the Commission finds that the Commission's complaint alleged that between June 2010 and February 2011 Bishop marketed fraudulent securities offered by a fictitious business called Dresdner Financial directly to investors through emails, phone calls and other means. The complaint further alleged that Bishop sold fraudulent, unregistered securities to at least 21 investors for a total of at least $1,452,000 and was paid at least $253,000 from the investors' funds as a commission. The complaint also alleged that Bishop made numerous false statements to the investors regarding the securities and the reasons for which the investors had not received their promised returns and that Bishop never was registered as a broker or associated with a registered broker-dealer.

Based on the above, the Order bars Bishop from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and bars Bishop from participating in any offering of a penny stock. Bishop consented to the issuance of the Order. (34-71065)

Commission Sanctions CEO of Formerly Registered Investment Adviser for Custody Rule Violations and Other Misconduct

On December 12, 2013, the Commission issued an order instituting settled administrative and cease-and-desist proceedings against Mark M. Wayne (Wayne), the president, Chief Executive Officer (CEO), and Chief Compliance Officer (CCO) of Freedom One Investment Advisors, Inc. (Freedom One), a formerly registered investment adviser based in Clarkston, Michigan, for violations of the Investment Advisers Act of 1940 (Advisers Act). In the Order, the Commission found that Wayne aided, abetted, and caused Freedom One's violations of: (1) the custody rule; (2) the compliance rule; and (3) the books and records provision of the Advisers Act [Sections 204 and 206(4) and Rules 204-2, 206(4)-2 and 206(4)-7] thereunder.

From 2008 through 2010, Freedom One had custody of client assets held in two omnibus accounts and violated the custody rule's requirement that it have an independent public accountant conduct annual surprise exams to verify those assets. For 2008, Freedom One engaged a national public accounting firm to perform a surprise exam, but, although there were factors indicating that the firm did not complete the exam, Freedom One took no action to determine whether it did. For 2009 and 2010, another national public accounting firm conducted surprise exams but they were deficient because Freedom One represented that only the IRA Accounts should be subject to the exams. Freedom One also violated the custody rule's account statement delivery requirement. For 2008 and 2009, Freedom One violated the old custody rule requirement that a qualified custodian provide statements to clients in the absence of a surprise exam. For 2010, Freedom One violated the current custody rule requirement that a qualified custodian provide statements to clients in addition to a surprise exam.

From October 2008 through March 2011, Freedom One violated the compliance rule because its policies and procedures were not reasonably designed to prevent violations of the custody rule. From January 2009 through July 2010, Freedom One violated the books and records provisions because certain Freedom One transactions were not properly reflected in its accounts.

Wayne aided, abetted and caused these violations because as CEO, a principal and CCO of Freedom One, he took no action to determine whether the 2008 surprise exam was completed, he delegated responsibility for the 2009 and 2010 surprise exam to someone who had no compliance training or experience and who did not know which accounts Freedom One had custody over, he approved Freedom One's compliance manuals, and he appointed recordkeeping responsibilities to someone who lacked the necessary skills and did not provide her with adequate support and training to accurately maintain Freedom One's books and records.

The Order requires that Wayne cease and desist from committing or causing violations of Sections 204 and 206(4) of the Advisers Act and Rules 204-2, 206(4)-2, and 206(4)-7 thereunder. The Order also requires Wayne to pay a civil penalty of $40,000, bars him from acting as a CCO for one year, and requires undertakings. Wayne settled the proceedings without admitting or denying the findings in the Commission's Order. (Rel. 34-71069)

Commission Bars Peter Siris Following Injunction in Federal Court

The Commission has barred Peter Siris, of New York City, from associating with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and from participating in any offering of penny stock. The Commission found that Siris had been enjoined, by consent, in federal district court from violating various provisions of the securities laws in connection with a civil suit brought by the Commission against Siris, Guerilla Capital Management, LLC, and Hua Mei 21st Century, LLC. Siris is the founder and managing director of Guerilla Capital Management, LLC, which is an investment adviser to two funds that invest in Chinese reverse merger companies, and he is the managing director of Hua Mei 21st Century, LLC, a consulting firm that provides services to Chinese reverse merger companies.

The injunctive complaint included allegations that Siris engaged in multiple instances of insider trading as well as other securities law violations. Weighing the relevant factors, the Commission determined that the public interest required Siris be barred, noting that "Siris was enjoined based on egregious and recurrent conduct involving fraud and deception, which he has failed to meaningfully acknowledge." (Rel. No. 34-71068)

Commission Sanctions Three Accountants for Misconduct in Completing Surprise Exams for Investment Adviser

On Dec.12, 2013, the Commission issued an order instituting settled administrative and cease-and-desist proceedings against Rodney A. Smith (Smith), Michael Santicchia (Santicchia) and Stephen D. Cheaney (Cheaney) for misconduct in completing surprise exams for Freedom One Investment Advisors, Inc. (Freedom One), a formerly registered investment adviser based in Clarkston, Michigan. In the Order, the Commission found that Freedom One had custody of client assets held in two omnibus accounts and was required by the Custody Rule - Section 206(4) of the Investment Advisers Act of 1940 (Advisers Act) and Rule 206(4)-2 thereunder - to have an independent public accountant conduct annual surprise exams to verify those assets. The Order also found that for 2006 and 2008, Freedom One engaged a national public accounting firm to perform surprise exams. Smith, Santicchia and Cheaney, three accountants at that firm, failed to complete those exams (i.e. conduct fieldwork, prepare and issue a surprise exam report, and file Forms ADV-E with the Commission), therefore causing Freedom One to violate the Custody Rule. In addition, Smith willfully aided and abetted Freedom One's 2006 violation of the Custody Rule, and Santicchia and Cheaney engaged in improper professional conduct within the meaning of Section 4C of the Exchange Act and Rule 102(e)(1)(ii) of the Commission's Rules of Practice.

The Order requires that Smith, Santicchia and Cheaney cease and desist from committing or causing violations of Section 206(4) of the Advisers Act and Rule 206(4)-2 thereunder. The Order also denies them the privilege of appearing or practicing before the Commission as accountants, with a right to apply for reinstatement after three years for Smith and Santicchia, and after two years for Cheaney. Smith, Santicchia and Cheaney settled the proceedings without admitting or denying the findings in the Commission's Order. (Rel. 34-71070)

Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by International Securities Exchange, LLC to amend the Schedule of Fees (SR-ISE-2013-63) 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 December 16th. (Rel. 34-71053)

A proposed rule change filed by Topaz Exchange LLC to amend the Schedule of Fees (SR-Topaz-2013-12) 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 December 16th. (Rel. 34-71054)

A proposed rule change filed by Chicago Stock Exchange, Inc. to permit the reporting of odd lot transactions for inclusion on the Consolidated Tape and clarify the operation of the market order type (SR-CHX-2013-21) 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 December 16th. (Rel. 34-71057)

A proposed rule change filed by EDGX Exchange, Inc. relating to amendments to the EDGX Exchange, Inc. Fee Schedule (SR-EDGX-2013-46) 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 December 16th. (Rel. 34-71058)

A proposed rule change filed by EDGA Exchange, Inc. relating to amendments to the EDGA Exchange, Inc. Fee Schedule (SR-EDGA-2013-37) 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 December 16th. (Rel. 34-71059)

A proposed rule change filed by The NASDAQ Stock Market LLC to delay implementation of recent changes to Rule 4120(c)(7)(C) (SR-NASDAQ-2013-151) 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 December 16th. (Rel. 34-71060)

A proposed rule change filed by NASDAQ OMX PHLX LLC relating to amendments to the Pricing Schedule (SR-Phlx-2013-117) 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 December 16th. (Rel. 34-71064)

A proposed rule change filed by EDGA Exchange, Inc. to amend EDGA Rule 11.12, Limitations of Liability (SR-EDGA-2013-36) 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 December 16th. (Rel. 34-71061)

A proposed rule change filed by EDGX Exchange, Inc. to amend EDGX Rule 11.12, Limitations of Liability (SR-EDGX-2013-45) 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 December 16th. (Rel. 34-71062)

A proposed rule change filed by Chicago Board Options Exchange, Incorporated to amend the Fees Schedule (SR-CBOE-2013-116) 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 December 16th. (Rel. 34-71063)

A proposed rule change filed by the International Securities Exchange, LLC to change its procedure for processing fingerprints under existing Rule 1408 (SR-ISE-2013-66) 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 December 16th. (Rel. 34-71066)

A proposed rule change (SR-BOX-2013-56) filed by BOX Options Exchange LLC to extend the Penny Pilot Program 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 December 16th. (Rel. 34-71056)

A proposed rule change filed by NASDAQ OMX BX, Inc. (SR-BX-2013-059) to amend the Fee Schedule under Exchange Rule 7018(a) with respect to transactions in securities priced at $1 per share or more has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of December 16th. (Rel. 34-71055).

Approval of a Proposed Rule Change

NYSE Arca, Inc. filed Amendment No. 1 to a proposed rule change (SR-NYSEArca-2013-105) to list and trade shares of the SPDR MFS Systematic Core Equity ETF, SPDR MFS Systematic Growth Equity ETF, and SPDR MFS Systematic Value Equity ETF under NYSE Arca Equities Rule 8.600, and the Commission approved on an accelerated basis the proposed rule change, as modified by Amendment No. 1. Publication is expected in the Federal Register during the week of December 16th. (Rel. 34-71067)

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     HEALTH REVENUE ASSURANCE HOLDINGS, INC., 
        8551 W. SUNRISE BOULEVARD, SUITE 304, PLANTATION, FL, 33322, 
        954-472-2340 - 0 ($13,500,000.00) Equity, (File 333-192756 - Dec. 11) 
        (BR. 01A)

S-8     MODEL N, INC., 1800 BRIDGE PARKWAY, REDWOOD CITY, CA, 94065, 
        (650) 610-4600 - 1,609,931 ($12,667,857.42) Equity, (File 333-192758 - 
        Dec. 11) (BR. 03B)

S-1     American Mining Corp, 970 CAUGHLIN CROSSING, SUITE 100, RENO, NV, 
        89519, (702) 465-5213 - 30,500,000 ($152,500.00) Equity, 
        (File 333-192759 - Dec. 11) (BR. 09B)

S-4     Endo International Ltd, 25-28 NORTH WALL QUAY, DUBLIN, L2, 1, 
        416-216-0000 - 0 ($11,090,940,855.95) Equity, (File 333-192760 - 
        Dec. 11) (BR. )

S-3ASR  ROCKWELL COLLINS INC, 400 COLLINS ROAD NE, CEDAR RAPIDS, IA, 52498, 
        3192951000 - 0 ($0.00) Unallocated (Universal) Shelf, 
        (File 333-192761 - Dec. 11) (BR. 05C)

S-8     CATERPILLAR INC, 100 NE ADAMS ST, PEORIA, IL, 61629, 3096751000 - 
        0 ($8,526,000.00) Other, (File 333-192766 - Dec. 11) (BR. 10A)

S-4     FIRST DATA CORP, 5565 GLENRIDGE CONNECTOR, N.E., SUITE 2000, ATLANTA, 
        GA, 30342, 402-222-3002 - 0 ($3,350,000,000.00) Debt, 
        (File 333-192767 - Dec. 11) (BR. 03B)

N-2     Fifth Street Finance Corp., 10 BANK STREET, 12TH FLOOR, WHITE PLAINS, 
        NY, 10606, (914) 286-6800 - 
        1,500,000,000 ($1,500,000,000.00) Unallocated (Universal) Shelf, 
        (File 333-192770 - Dec. 11) (BR. 16)

S-8     Hilton Worldwide Holdings Inc., 7930 JONES BRANCH DRIVE, SUITE 1100, 
        MCLEAN, VA, 22102, 703-883-1000 - 0 ($1,680,000,000.00) Equity, 
        (File 333-192772 - Dec. 11) (BR. 08B)

S-8     FIRST NIAGARA FINANCIAL GROUP INC, 726 EXCHANGE STREET, SUITE 618, 
        BUFFALO, NY, 14210, 7168195500 - 3,500,000 ($38,395,000.00) Equity, 
        (File 333-192773 - Dec. 11) (BR. 07B)

S-8     ARAMARK Holdings Corp, 1101 MARKET STREET, PHILADELPHIA, PA, 19107, 
        215-238-3000 - 69,972,867 ($1,190,222,504.42) Equity, 
        (File 333-192775 - Dec. 11) (BR. 05A)

S-8     ARAMARK Holdings Corp, 1101 MARKET STREET, PHILADELPHIA, PA, 19107, 
        215-238-3000 - 0 ($181,000,000.00) Non-Convertible Debt, 
        (File 333-192776 - Dec. 11) (BR. 05A)

S-1     EMPIRE RESORTS INC, 204 STATE ROUTE 17B, P.O. BOX 5013, MONTICELLO, NY, 
        12701, (845) 807-0001 - 0 ($6,500,010.00) Equity, (File 333-192777 - 
        Dec. 11) (BR. 05A)

S-4     Platform Specialty Products Corp, 5200 BLUE LAGOON DRIVE, SUITE 800, 
        MIAMI, FL, 33126, 561-447-2509 - 0 ($1,386,549,525.36) Equity, 
        0 ($8,773,679.16) Other, (File 333-192778 - Dec. 11) (BR. 06)

S-3     HARBINGER GROUP INC., 450 PARK AVENUE, 30TH FLOOR, NEW YORK, NY, 10022, 
        212-906-8548 - 0 ($1,202,015,810.00) Equity, (File 333-192779 - 
        Dec. 11) (BR. 10A)

S-8     Brookdale Senior Living Inc., 111 WESTWOOD PLACE, SUITE 400, BRENTWOOD, 
        TN, 37027, (615) 221-2250 - 800,000 ($22,520,000.00) Equity, 
        (File 333-192780 - Dec. 11) (BR. 11C)

S-8     Brookdale Senior Living Inc., 111 WESTWOOD PLACE, SUITE 400, BRENTWOOD, 
        TN, 37027, (615) 221-2250 - 400,000 ($11,260,000.00) Equity, 
        (File 333-192781 - Dec. 11) (BR. 11C)

N-2     PENNANTPARK INVESTMENT CORP, 590 MADISON AVENUE, 15TH FLOOR, NEW YORK, 
        NY, 10022, 212-905-1000 - 
        0 ($1,000,000,000.00) Unallocated (Universal) Shelf, (File 333-192782 - 
        Dec. 11) (BR. 17)

  

Form 8-K is used by companies to file current reports on the following events:

1.01	Entry into a Material Definitive Agreement
1.02	Termination of a Material Definitive Agreement
1.03	Bankruptcy or Receivership
2.01	Completion of Acquisition or Disposition of Assets
2.02	Results of Operations and Financial Condition
2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
2.04	Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
2.05	Cost Associated with Exit or Disposal Activities
2.06	Material Impairments
3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
3.02	Unregistered Sales of Equity Securities
3.03	Material Modifications to Rights of Security Holders
4.01	Changes in Registrant's Certifying Accountant
4.02	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
5.01	Changes in Control of Registrant
5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
5.04	Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
5.05	Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
5.06	Change in Shell Company Status
6.01	ABS Informational and Computational Material.
6.02	Change of Servicer or Trustee.
6.03	Change in Credit Enhancement or Other External Support.
6.04	Failure to Make a Required Distribution.
6.05	Securities Act Updating Disclosure.
7.01	Regulation FD Disclosure
8.01	Other Events
9.01	Financial Statements and Exhibits