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U.S. Securities and Exchange Commission

SEC News Digest

Issue 2011-217
November 9, 2011

Commission announcements

Securities and Exchange Commission Suspends Trading in the Securities of Fifteen Issuers For Failure to Make Required Periodic Filings

The U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EST on November 9, 2011 and terminating at 11:59 p.m. EST on November 22, 2011.

  • RMD Technologies, Inc. (RMDT)
  • Rockwall Holdings, Inc. (RKWL)
  • Rovac Corp. (ROVC)
  • RS Group of Companies, Inc. (RSGC)
  • Rymer Foods, Inc. (RFDS)
  • Southmark Corp. (SMRK)
  • Stargold Mines, Inc. (SGDM)
  • Stelax Industries, Ltd. (STAX)
  • Stem Cell Innovations, Inc. (SCLL)
  • Stratus Services Group, Inc. (SSVG)
  • Sun Cal Energy, Inc. (SCEY)
  • Sun Motor International, Inc. (SNMO)
  • Surebet Casinos, Inc. (SBET)
  • Surfect Holdings, Inc. (SUFH)
  • Swiss Medica, Inc. (SWME)

The Commission temporarily suspended trading in the securities of these fifteen issuers due to a lack of current and accurate information about the companies because they have not filed periodic reports with the Commission in over two years. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).

The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by these companies.

Brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of the subject companies unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of these companies that have been subject to a trading suspension until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.

If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to the Delinquent Filings Group of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-65713; 34-65716)

SEC Obtains Record $92.8 Million Penalty Against Raj Rajaratnam

On November 8, 2011, the Securities and Exchange Commission obtained a record financial penalty of $92.8 million against billionaire hedge fund manager Raj Rajaratnam for widespread insider trading. 

The final judgment entered today by the Honorable Jed S. Rakoff of the U.S. District Court for the Southern District of New York finds Rajaratnam liable for a civil monetary penalty of $92,805,705, which marks the largest penalty ever assessed against an individual in an SEC insider trading case.

The SEC brought civil charges against Rajaratnam on Oct. 16, 2009, alleging that he and several others including his New York-based hedge fund advisory firm Galleon Management LP engaged in a massive insider trading scheme.  The SEC subsequently amended its complaint in November 2009 and January 2010, adding several more defendants and alleging additional insider trading schemes that cumulatively generated more than $52 million in illicit gains.

“The penalty imposed today reflects the historic proportions of Raj Rajaratnam’s illegal conduct and its impact on the integrity of our markets,” said Robert Khuzami, Director of the SEC’s Division of Enforcement.

The SEC’s enforcement action against Rajaratnam and Galleon was part of a larger insider trading probe that has resulted in civil charges against a total of 29 individuals and entities including hedge fund advisers, Wall Street professionals, and corporate insiders.  The SEC alleged insider trading in the securities of more than 15 publicly traded companies for more than $90 million in illicit profits or losses avoided.

In the parallel criminal case, the SEC provided significant assistance to the U.S. Attorney’s Office for the Southern District of New York in its successful criminal prosecution of Rajaratnam, who was found guilty on May 11, 2011, of all 14 counts charged, including five counts of conspiracy to commit securities fraud and nine counts of securities fraud.  Following the jury verdict, Rajaratnam was sentenced to a term of imprisonment of 11 years, and was ordered to pay more than $53.8 million in forfeiture of illicit gains and $10 million in criminal fines.

The total amount of monetary sanctions imposed on Rajaratnam in the civil and criminal cases is more than $156.6 million.

In addition to imposing a record penalty, today’s final judgment in the SEC’s civil action permanently enjoins Rajaratnam from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5.  The order further finds that Rajaratnam is liable for an unspecified amount of disgorgement and prejudgment interest, which are deemed satisfied by the forfeiture ordered against Rajaratnam in the criminal case.

Separately, on Oct. 27, 2011, the SEC obtained a final judgment by consent against Rajaratnam’s firm Galleon Management, permanently enjoining it from violating the antifraud provisions of the federal securities laws and holding it jointly and severally liable for the monetary relief ordered against Rajaratnam.

On Oct. 26, 2011, the SEC charged former McKinsey & Co. worldwide head Rajat K. Gupta with insider trading for illegally tipping Rajaratnam while serving on the boards of Goldman Sachs and Procter & Gamble.  The SEC also filed new insider trading charges against Rajaratnam alleging that he caused various Galleon funds to trade based on Gupta’s inside information, generating illicit profits or loss avoidance of more than $23 million.  This insider trading enforcement action against Rajaratnam remains pending before Judge Rakoff. (Press Rel. 2011-233)

SEC Enforcement Division Produces Record Results in Safeguarding Investors and Markets

Agency’s Fiscal Year Totals Show Most Enforcement Actions Filed in Single Year

The Securities and Exchange Commission today announced that the agency filed a record 735 enforcement actions in the fiscal year that ended September 30.  This record number includes many cases involving highly complex products, transactions, and market practices, including those related to the financial crisis as well as insider trading by market professionals. 

“We continue to build an unmatched record of holding wrongdoers accountable and returning money to harmed investors,” said SEC Chairman Mary L. Schapiro.  “I am proud of our Enforcement Division’s many talented professionals and their efforts that resulted in a broad array of significant enforcement actions, including those related to the financial crisis and its aftermath.”

In 2009 and 2010, the SEC’s Enforcement Division underwent its most significant reorganization since it was established in the early 1970s.  In an effort that greatly strengthened its enforcement capacity, the Division flattened its management structure, revamped the way it handles tips and complaints, facilitated the swift prosecution of wrongdoers through a formal program that encourages cooperation from individuals and companies in SEC investigations, and created national specialized units in five priority areas involving complex and higher risk areas of potential securities laws violations, among other things. 

In the first complete fiscal year (FY) since these and other reforms took place, markets and investors alike benefited substantially.  This is evidenced by the filing of more enforcement actions in FY 2011 than ever filed in a single year in SEC history, and more than $2.8 billion in penalties and disgorgement ordered in FY 2011 SEC enforcement actions.

“The Enforcement Division responded to Chairman Schapiro’s leadership with a record-breaking performance during a period of resource constraints,” said Robert Khuzami, Director of the SEC’s Division of Enforcement.  “This remarkable accomplishment has its roots in the talent, grit, and determination of the staff, as well as their creativity and willingness to consider new tools and approaches to stopping and deterring fraud and misconduct.”

Financial Crisis-Related Cases

Among the cases filed by the SEC in FY 2011 were 15 separate actions naming 17 individuals, including 16 CEOs, CFOs and other senior corporate officers, involving wrongdoing related to the financial crisis.  These cases included enforcement actions  involving collateralized debt obligations (CDOs) against J.P. Morgan for misleading investors in a CDO as the housing market began to plummet, Wachovia Capital Markets for misconduct in the sale of two CDOs tied to the performance of residential mortgage-backed securities, and two firms (Stifel, Nicolaus & Co. and RBC Capital Markets) involved in the sale of unsuitable CDO investments to five Wisconsin school districts.  The SEC also charged six executives at Brooke Corporation and three executives at mortgage lender IndyMac Bancorp for misleading investors about the deteriorating financial condition at their respective companies.  Separately, Morgan Keegan & Company this year paid $200 million to settle charges brought in FY 2010 that it falsely valued subprime mortgage securities in five funds managed by an affiliate. 

During the last 2 years, the agency has filed 36 separate actions in its financial crisis-related cases against 81 defendants – nearly half of whom were CEOs, CFOs and senior corporate executives, resulting in approximately $1.97 billion in disgorgement, penalties, and other monetary relief obtained.  In addition to the cases described above, this includes enforcement actions against Goldman Sachs and Citigroup, as well as senior executives from Countrywide Financial, New Century and American Home Mortgage.

Insider Trading Cases

Insider trading cases also are on the upswing with 57 actions filed in FY 2011 by the SEC, a nearly eight percent increase over last year’s total.  Among those charged in SEC insider trading cases in the past fiscal year were various hedge funds managers and traders involved in a $30 million expert networking trading scheme, a former NASDAQ Managing Director, a former Major League Baseball player, and an FDA chemist.  The SEC also brought insider trading charges against a Goldman Sachs employee and his father who traded on confidential information learned at work on the firm’s ETF desk, and a corporate board member of a major energy company and his son for trading on confidential information about the impending takeover of the company.  In FY 2011, the SEC obtained judgments in 18 actions arising out of its investigation of hedge fund manager Raj Rajaratnam, the founder of Galleon Management, who was recently convicted of multiple counts of insider trading.  The SEC obtained a record financial penalty of $92.8 million against Rajaratnam in its civil action for widespread insider trading.  The SEC provided significant assistance to the U.S. Attorney’s Office for the Southern District of New York in its successful criminal prosecution of Rajaratnam.

Other Enforcement Matters

The SEC brought 89 actions in FY 2011 for financial fraud and issuer disclosure violations.  Those cases included actions against Satyam Computer Services Limited for fraudulently overstating its financial results by more than $1 billion over five years, the India-based affiliates of PricewaterhouseCoopers for their audit failures related to Satyam, and DHB Industries Inc. – a major supplier of body armor to the U.S. military and law enforcement agencies – for engaging in a massive accounting fraud.  The SEC also filed separate fraud charges against DHB’s former outside directors and audit committee members for facilitating the company’s fraud.

The SEC’s Cross Border Working Group, a proactive risk-based initiative focusing on U.S. companies with substantial foreign operations, brought many important actions in FY 2011 including the first-ever stop orders for post-effective registration statements due to the resignation of a company’s independent auditor, several trading suspensions of securities based on the accuracy and completeness of their publicly filed information (HELI, CHJI, RINO, ARFR, HIET, and DYOUF), and a subpoena enforcement action against Deloitte Touche Tohmatsu CPA Ltd. for failing to produce documents related to an investigation into possible fraud by the Shanghai-based public accounting firm’s client Longtop Financial Technologies Limited.

The SEC also brought enforcement actions against individuals and firms targeting vulnerable investors such as three senior executives at Akron, Ohio-based Fair Finance Company who orchestrated a $230 million fraudulent scheme involving thousands of investors, many of them elderly.  The SEC also charged Internet-based investment company Imperia Invest IBC for operating a scheme targeting many members of the deaf community.

The SEC increased its number of enforcement actions related to investment advisers and broker-dealers during the past fiscal year.  The agency filed a total of 146 enforcement actions related to investment advisers and investment companies, a single-year record and 30 percent increase over FY 2010.  The SEC also brought 112 enforcement actions related to broker-dealers, a 60 percent increase over last year.  Among those charged in SEC investment adviser and broker dealer actions were Charles Schwab entities and executives for making misleading statements to investors regarding a mutual fund heavily invested in mortgage-backed and other risky securities, AXA Rosenberg Group LLC and its founder for concealing a significant error in the computer code of the quantitative investment model that they used to manage client assets, and Merrill Lynch for misusing customer order information to place proprietary trades for the firm and for charging customers undisclosed trading fees.  The Schwab entities paid more than $118 million to settle the SEC’s charges, while AXA Rosenberg paid $217 million to cover investor losses and a $25 million penalty.

Additional data on the SEC’s FY 2011 enforcement results will be available as part of the agency’s Performance and Accountability Report that will be published at a later date. (Press Rel. 2011-234)

SEC Approves New Rules to Toughen Listing Standards For Reverse Merger Companies

The Securities and Exchange Commission today announced approval of new rules of the three major U.S. listing markets that toughen the standards that companies going public through a reverse merger must meet to become listed on those exchanges.

Currently, reverse merger companies like other operating companies can pay to be listed on an exchange, where investors can purchase and sell shares of the company.  In some cases, regulators and auditors have greater difficulty obtaining reliable information from reverse merger companies, particularly those based overseas.  Reverse mergers permit private companies, including those located outside the U.S., to access U.S. investors and markets by merging with an existing public shell company.

In summer 2010, the SEC launched an initiative to determine whether certain companies with foreign operations – including those that were the product of reverse mergers – were accurately reporting their financial results, and to assess the quality of the audits being done by the auditors of these companies.  The SEC and U.S. exchanges have in recent months suspended or halted trading in more than 35 companies based overseas citing a lack of current and accurate information about the firms and their finances.  These included a number of companies that were formed by reverse mergers.  In June, the SEC issued an investor bulletin warning investors about companies that engage in reverse mergers.

“Placing heightened requirements on reverse merger companies before they can become listed on an exchange will provide greater protections for investors,” said SEC Chairman Mary L. Schapiro.

Under the new rules, Nasdaq, NYSE, and NYSE Amex will impose more stringent listing requirements for companies that become public through a reverse merger.  Specifically, the new rules would prohibit a reverse merger company from applying to list until:

  • The company has completed a one-year “seasoning period” by trading in the U.S. over-the-counter market or on another regulated U.S. or foreign exchange following the reverse merger, and filed all required reports with the Commission, including audited financial statements.
  • The company maintains the requisite minimum share price for a sustained period, and for at least 30 of the 60 trading days, immediately prior to its listing application and the exchange’s decision to list.

Under the rules, the reverse merger company generally would be exempt from these special requirements if it is listing in connection with a substantial firm commitment underwritten public offering, or the reverse merger occurred long ago so that at least four annual reports with audited financial information have been filed with the SEC. (Press Rel. 2011-235

SEC Announces Agenda and Speakers For Government-Business Forum on Small Business Capital Formation

The Securities and Exchange Commission today announced the agenda, speakers and panelists for its Government-Business Forum on Small Business Capital Formation to be held next week.

The November 17 event will begin at 9 a.m. ET at the SEC’s Washington, D.C., headquarters with opening remarks by SEC Chairman Mary Schapiro.  SEC Commissioners Luis Aguilar, Daniel Gallagher, Troy Paredes and Elisse Walter also will deliver remarks during the morning session. 

The morning session also will include two panel discussions, one focusing on current capital formation issues for private companies and another on initial public offerings and securities regulation involving smaller public companies.  In the afternoon, breakout groups will develop recommendations on a variety of issues related to small business capital formation.

Members of the public may attend the Forum on Small Business Capital Formation in person without charge, but are asked to pre-register online.  The morning sessions will be webcast live on the SEC website.  The afternoon breakout group sessions will not be webcast, but will be open to the public and accessible by teleconference.  Anyone wishing to participate in a breakout group session either in person or by teleconference must register online by Nov. 14, 2011. 

Background materials on the Forum on Small Business Capital Formation are available on the event’s web page. (Press Rel. 2011-236)

Enforcement proceedings

Commission Declares Decision as to Gordon A. Driver, Final

The decision of an administrative law judge barring Gordon A. Driver from associating with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, and NRSRO, and from participating in an offering of penny stock, is final. On December 14, 2009, a final judgment was entered by Consent against Driver, and he was permanently enjoined from future violations of Section 5(a), 5(c), and 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) and 15(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder. SEC v. Driver, No. 2:09-CV-09-03410-ODW-RZ (C.D. Cal. Dec. 14, 2009). Additionally, Driver was ordered to pay disgorgement.

Driver, while acting as an unregistered broker, managed Axcess Automation, LLC (Axcess), a Nevada entity, from February 2006 to May 2009. During that time, Driver raised at least $14.1 million from over 100 investors by representing that he would use their funds to trade futures that would pay a weekly return of between 1% and 5%. Driver also hired "finders" to aid him in his search for new investors. He used $3.7 million for futures trading, ultimately losing $3.55 million.

Driver also operated a "Ponzi scheme," misappropriated $10.7 million to pay investors and used over $1.1 million of the $14.1 million collected from investors to pay his personal expenses. (Rel. 34-65707; File No. 3-14161)

Aampro Group, Inc. (n/k/a First Capital Trust, Inc.), et al.

An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default (Default Order) as to Aampro Group, Inc. (n/k/a First Capital Trust, Inc.), Adagio Acquisition I, Inc., Adagio Acquisition II, Inc., Adagio Acquisition III, Inc., Beaconsfield II, Inc., and Beaconsfield III, Inc., in Aampro Group, Inc. (n/k/a First Capital Trust, Inc.), Admin. Proc. No. 3-14579. The Order Instituting Proceedings alleged that seven Respondents repeatedly failed to file required annual and quarterly reports while their securities were registered with the Securities and Exchange Commission. The Default Order finds these allegations to be true as to these six Respondents and revokes the registration of each class of their registered securities, pursuant to Section 12(j) of the Securities Exchange Act of 1934 (Exchange Act).

The proceeding has ended as to Respondent Boston Communications Group, Inc. (n/k/a Xius Holding Corp.). See Aampro Group, Inc. (n/k/a First Capital Trust, Inc.), Exchange Act Release No. 65638 (Oct. 27, 2011). (Rel. 34-65712; File No. 3-14579)

Commission Orders Hearings on Registration Suspension or Revocation Against Sixteen Companies for Failure to Make Required Periodic Filings

In conjunction with these trading suspensions, the Commission today also instituted two separate public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of sixteen companies for failure to make required periodic filings with the Commission:

In the Matter of RMD Technologies, Inc., et al., Administrative Proceeding File No. 3-14616

  • RMD Technologies, Inc. (RMDT)
  • Rockwall Holdings, Inc. (RKWL)
  • Royston Mannor Estates, Inc.
  • Southmark Corp. (SMRK)
  • Stargold Mines, Inc. (SGDM)
  • Stelax Industries, Ltd. (STAX)
  • Stem Cell Innovations, Inc. (SCLL)
  • Surfect Holdings, Inc. (SUFH)

In the Matter of Rovac Corp., et al., Administrative Proceeding File No. 3-14617

  • Rovac Corp. (ROVC)
  • RS Group of Companies, Inc. (RSGC)
  • Rymer Foods, Inc. (RFDS)
  • Stratus Services Group, Inc. (SSVG)
  • Sun Cal Energy, Inc. (SCEY)
  • Sun Motor International, Inc. (SNMO)
  • Surebet Casinos, Inc. (SBET)
  • Swiss Medica, Inc. (SWME)

In these two Orders, the Division of Enforcement (Division) alleges that the respective Respondents are delinquent in their required periodic filings with the Commission.

In these proceedings, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the 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 13a-13 thereunder, are true. The judge in the proceedings 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 the proceedings issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-65714; File No. 3-14616 and 34-65715; File No. 3-14617)

In the Matter of Massachusetts Financial Services Company, John W. Ballen and Kevin R. Parke

On November 9, 2011, the Commission issued an Order Modifying Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940 and Sections 9(b) and 9(f) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order as to Massachusetts Financial Services Company (“Order”).

On February 5, 2004, the Commission instituted administrative and cease-and desist proceedings pursuant to Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940 and Sections 9(b) and 9(f) of the Investment Company Act of 1940, Making Findings and Imposing Remedial Sanctions and Cease-and Desist Order (the “2004 Order”) against, among others, Massachusetts Financial Services Co. (MFS). The Order modifies that 2004 Order by relieving MFS of the obligations to continue to: (1) use its best efforts to cause each MFS retail mutual fund to hold a meeting of shareholders at least every 5th calendar year to elect trustees in accordance with paragraph III.31.c of the 2004 Order; (2) use its best efforts to cause each MFS retail fund to designate an independent compliance officer in accordance with paragraph III.31.d of the 2004 Order; (3) maintain an Internal Compliance Controls Committee in accordance with paragraph IV.B.1.b. of the 2004 Order; (4) undergo a third-party biennial compliance review in accordance with paragraph IV.F of the 2004 Order. All other provisions of the 2004 Order remain in effect. (Rels. IA-3312; IC-29858; File No. 3-11393)

Court Enters Final Judgment Setting Disgorgement, Prejudgment Interest and Civil Penalty Against William H. Center and Dismisses Monetary Claims Against Defendant Trade-LLC and Relief Defendants BD LLC, TWTT-LLC, and CMJ Capital LLC

The Commission announced that on November 2, 2011, the Honorable Daniel T.K. Hurley, United States District Court Judge for the Southern District of Florida, entered a final judgment setting disgorgement, prejudgment interest and a civil penalty against William Center. The final judgment, entered by Center’s consent, orders him to pay $1,512,176 in disgorgement and prejudgment interest and a $150,000 civil penalty to the Court-appointed Receiver. At the Commission’s request, Judge Hurley also dismissed its claims for disgorgement, prejudgment interest and civil penalty against Trade-LLC and dismissed its claims for disgorgement and prejudgment interest against relief defendants BD LLC, TWTT-LLC and CMJ Capital LLC, since they are under the control of the Court appointed Receiver who will distribute their remaining assets to defrauded investors.

Previously, on August 13, 2010, Center consented to the entry of a judgment permanently enjoining him from violating Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. Through the Court-appointed Receiver, on June 23, 2010, Trade-LLC and relief defendants BD LLC, TWTT-LLC and CMJ Capital LLC consented to asset freezes and being placed in receivership.

In addition, in an administrative proceeding against Center, on August 20, 2010, Center consented to be barred from association with any broker, dealer or investment adviser. [SEC v. Trade-LLC, et al., Civil Action No. 10-80737-CV-Hurley/Hopkins (S.D. Fla.)] (LR-22148)

SEC Charges Two Minnesota-Based Fund Managers With Facilitating Petters Ponzi Scheme

The Securities and Exchange Commission today charged two Minnesota-based hedge fund managers and their firm with fraudulently funneling more than half a billion dollars of investor money into a Ponzi scheme operated by Minnesota businessman Thomas Petters. This is the fourth case that the Commission has brought against hedge fund managers for facilitating the Petters fraud.

The SEC alleges that James N. Fry of Long Lake and Michelle W. Palm of Edina falsely assured their investors and potential investors that the flow of their money would be safeguarded by collateral accounts and described a phony process for protecting their assets. When Petters was unable to make payments on investments held by the funds they managed, Fry, Palm, and their firm concealed it from investors by secretly executing note extensions with Petters. The SEC previously charged Petters and froze the assets of an Illinois-based hedge fund manager who was a $2 billion feeder to his scheme, charged two Florida-based fund managers who facilitated the scheme, and blocked an attempt by a Connecticut-based hedge fund manager to divert funds from victims of the scheme.

The SEC’s complaint, filed in the U.S. District Court for the District of Minnesota, alleges that Fry, Palm, and Fry’s firm, Arrowhead Capital Management LLC (“Arrowhead”) invested more than $600 million in hedge fund assets with Petters while Arrowhead collected more than $42 million in fees. Petters promised investors that their money would be used to finance the purchase of vast amounts of consumer electronics by vendors who then re-sold the merchandise to such “Big Box” retailers as Wal-Mart and Costco. In reality, Petters’s “purchase order inventory financing” business was merely a Ponzi scheme. There were no inventory transactions. Petters sold promissory notes to a number of hedge funds like those controlled by Fry, Palm, and Arrowhead and used some of the note proceeds to pay returns to earlier investors, diverting the rest of the cash to Fry’s own purposes.

Among other things, the SEC’s complaint alleges that Fry and Palm (individually and through Arrowhead):

  • Falsely assured investors that the inventory financing transactions were structured in such a way that after the retailers received their merchandise from vendors, they would send their payments for the merchandise directly into the funds’ collateral accounts to pay off the notes held by the funds. In reality, money for the repayment of notes held by the funds always came directly from Petters and never came from any retailers. Fry and Palm did not disclose this material fact to investors in the funds, and instead continued to lie about the operation of the collateral accounts.
  • Hid the fact that Petters was on the verge of defaulting on certain of the notes held by the funds by engaging in a series of secret note extensions with Petters beginning around February 2008. While holding the Petters notes out as 90-day notes, the funds were holding a group of notes that were so far past due that they were on the verge of their 182-day default date. In order to hide that fact, and to help Petters avoid default, Fry, Palm, and Arrowhead secretly extended the due dates on these notes without ever informing investors in the funds.
  • Distributed pitch books to investors and potential investors that falsely represented that independent accountants were conducting quarterly examinations of the funds’ transaction procedures. In reality, no such examinations were conducted and Fry, Palm, and Arrowhead knew it.

The SEC's complaint charges Fry, Palm, and Arrowhead, with violations of Section 17(a) of the Securities Act of 1933 and aiding and abetting violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; charges Fry with direct violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; charges Arrowhead LLC with violating Section 206(4) of the Investment Advisers Act of 1940 and Rule 206-4(8) thereunder; and charges Fry and Palm with aiding and abetting violations of the Investment Advisers Act of 1940 and Rule 206-4(8) thereunder. The SEC seeks entry of a court order of permanent injunction against Fry, Palm, and Arrowhead, as well as an order of disgorgement, including prejudgment interest and civil penalties.

Michael D. Wells, Andrew P. O’Brien, and Donald A. Ryba, and Peter K.M. Chan of the SEC’s Chicago Regional Office conducted the SEC’s investigation. The SEC’s litigation will be led by Daniel J. Hayes and John E. Birkenheier. [SEC v. James N. Fry, Michelle W. Palm, and Arrowhead Capital Management LLC, Civil Action No. 0:11-CV-03303 RHK/JJK (D. Minn.)] (LR-22149)

Investment company act releases

Separate Account VA GG

An order has been issued pursuant to Section 8(f) of the Investment Company Act of 1940 declaring that Separate Account VA GG has ceased to be an investment company. (Rel. IC-29858 - November 8)

Self-regulatory organizations

Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by the International Securities Exchange, LLC (SR-ISE-2011-70) to add another tier to an existing rebate program for Qualified Contingent Cross orders and Solicitation orders executed on the Exchange 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 November 7. (Rel. 34-65705)

Proposed Rule Change

NASDAQ OMX PHLX LLC filed with the Securities and Exchange Commission a proposed rule change under Rule 19b-4 (SR-Phlx-2011-143) to modify Commentary .01 to Rule 1009 regarding criteria for listing an option on an underlying covered security. Publication is expected in the Federal Register during the week of November 7. (Rel. 34-65706)

Accelerated Approval of Proposed Rule Change

The Commission has approved a proposed rule change (SR-NASDAQ-2011-073), as modified by Amendment No. 1, pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, adopting additional listing requirements for companies applying to list after consummation of a “reverse merger” with a shell company. Publication is expected in the Federal Register during the week of November 7. (Rel. 34-65708)

Securities Act Registrations

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-4     Power REIT, 55 EDISON AVENUE, WEST BABYLON, NY, 11704, 212-750-0373 - 
        0 ($18,948,197.00) Equity, (File 333-177802 - Nov. 8) (BR. )

        203-373-2211 - 0 ($52,151,746.00) Equity, (File 333-177803 - Nov. 8) 
        (BR. 10B)

        203-373-2211 - 0 ($1,688,750.00) Other, (File 333-177804 - Nov. 8) 
        (BR. 10B)

        203-373-2211 - 0 ($1,616,000,000.00) Equity, (File 333-177805 - Nov. 8) 
        (BR. 10B)

S-3ASR  LyondellBasell Industries N.V., WEENA 737, ROTTERDAM, P7, 3013AM, 
        713-309-4560 - 0 ($0.00) Other, (File 333-177806 - Nov. 8) (BR. 06A)

N-2     Highland Premium Dividend Fund, C/O HIGHLAND CAPITAL MANAGEMENT, L.P., 
        NEXBANK TOWER, 13455 NOEL ROAD, STE 800, DALLAS, TX, 75240, 
        972-628-4100 - 0 ($1,000,000.00) Equity, (File 333-177807 - Nov. 8) 
        (BR. )

        8476154096 - 0 ($9,402,250.00) Equity, (File 333-177808 - Nov. 8) 
        (BR. 07C)

        8476154096 - 0 ($4,339,500.00) Equity, (File 333-177809 - Nov. 8) 
        (BR. 07C)

S-8     Phoenix New Media Ltd, Fusheng Building Tower 2, 16th Floor, 
        4 Hui Xin Dong Jie, Chaoyang District, Beijing, F4, 100029, 
        (86) 10 8445 8000 - 0 ($7,078,261.83) ADRs/ADSs, (File 333-177810 - 
        Nov. 8) (BR. 11C)

        3000 NORTH SAM HOUSTON PARKWAY EAST, HOUSTON, TX, 77032, 2818712699 - 
        0 ($0.00) Debt, (File 333-177811 - Nov. 8) (BR. 04B)

        35203-2707, 2053262997 - 0 ($0.00) Unallocated (Universal) Shelf, 
        (File 333-177815 - Nov. 8) (BR. 04B)

S-8     AVX Corp, 1 AVX BOULEVARD, FOUNTAIN INN, SC, 29644, 864-967-2150 - 
        3,000,000 ($35,850,000.00) Equity, (File 333-177816 - Nov. 8) (BR. 10A)

S-3     Silicon Graphics International Corp, 46600 LANDING PARKWAY, FREMONT, 
        CA, 94538, 510-933-8300 - 
        0 ($100,000,000.00) Unallocated (Universal) Shelf, (File 333-177817 - 
        Nov. 8) (BR. 03B)

        5083731100 - 0 ($301,110,671.00) Equity, (File 333-177818 - Nov. 8) 
        (BR. 10B)

        650-556-9300 - 0 ($25,962,500.00) Equity, (File 333-177819 - Nov. 8) 
        (BR. 09A)

S-8     Laredo Oil, Inc., 111 CONGRESS AVENUE, SUITE 400, AUSTIN, TX, 78701, 
        512-279-7870 - 10,000,000 ($2,700,000.00) Other, (File 333-177820 - 
        Nov. 8) (BR. 04A)

        20817, 301-767-2810 - 24,100,000 ($1,060,400.00) Equity, 
        (File 333-177821 - Nov. 8) (BR. 10C)

        646 536 2842 - 0 ($118,575,000.00) Equity, (File 333-177822 - Nov. 8) 
        (BR. 03C)

S-1     BRK, Inc., 3871 S. VALLEY VIEW BLVD., UNIT 70, LAS VEGAS, NV, 89703, 
        (702) 572-8050 - 2,500,000 ($312,500.00) Equity, (File 333-177823 - 
        Nov. 8) (BR. )

        94065, 650-628-1500 - 0 ($0.00) Unallocated (Universal) Shelf, 
        (File 333-177824 - Nov. 8) (BR. 03A)

        2818723100 - 0 ($610,680,000.00) Equity, (File 333-177825 - Nov. 8) 
        (BR. 04A)

        8584537200 - 0 ($50,000,000.00) Unallocated (Universal) Shelf, 
        (File 333-177826 - Nov. 8) (BR. 01B)

        02421, (781) 357-9900 - 0 ($5,611,416.43) Equity, (File 333-177827 - 
        Nov. 8) (BR. 01B)

        89706, 831-521-7410 - 0 ($55,081,001.80) Equity, (File 333-177828 - 
        Nov. 8) (BR. 11C)

S-8     Colony Financial, Inc., C/O COLONY FINANCIAL, INC., 
        2450 BROADWAY, 6TH FLOOR, SANTA MONICA, CA, 90404, 310-282-8820 - 
        0 ($23,256,000.00) Equity, (File 333-177829 - Nov. 8) (BR. 08C)

S-8     STEC, INC., 3001 DAIMLER ST, SANTA ANA, CA, 92705-5812, 8003677330 - 
        0 ($22,690,000.00) Equity, (File 333-177830 - Nov. 8) (BR. 03A)

Recent 8K Filings

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


Entry into a Material Definitive Agreement


Termination of a Material Definitive Agreement


Bankruptcy or Receivership


Completion of Acquisition or Disposition of Assets


Results of Operations and Financial Condition


Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement


Cost Associated with Exit or Disposal Activities


Material Impairments


Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing


Unregistered Sales of Equity Securities


Material Modifications to Rights of Security Holders


Changes in Registrant's Certifying Accountant


Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review


Changes in Control of Registrant


Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer


Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


Temporary Suspension of Trading Under Registrant's Employee Benefit Plans


Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics


Change in Shell Company Status


ABS Informational and Computational Material.


Change of Servicer or Trustee.


Change in Credit Enhancement or Other External Support.


Failure to Make a Required Distribution.


Securities Act Updating Disclosure.


Regulation FD Disclosure


Other Events


Financial Statements and Exhibits

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.

NAME OF ISSUER                          CODE     8K ITEM NO.          DATE        COMMENT

1st Century Bancshares, Inc.            DE       2.02,9.01            09/30/11

A123 SYSTEMS, INC.                      DE       1.01,3.02            11/03/11

ACADIA REALTY TRUST                     MD       8.01,9.01            11/02/11

ACCURAY INC                             DE       2.02,9.01            11/08/11

ACELRX PHARMACEUTICALS INC              DE       2.02,9.01            11/08/11

ACHILLION PHARMACEUTICALS INC           DE       2.02,9.01            11/08/11

Activision Blizzard, Inc.               DE       2.02,9.01            11/08/11

ADAMS GOLF INC                          DE       2.02,9.01            11/08/11

ADOBE SYSTEMS INC                       DE       2.05,8.01,9.01       11/08/11

ADVOCAT INC                             DE       7.01,9.01            11/08/11

AGL RESOURCES INC                       GA       1.02                 11/08/11

Air Transport Services Group, Inc.      DE       2.02,9.01            11/07/11

Air Transport Services Group, Inc.      DE       2.02,2.05,2.06,9.01  11/07/11    AMEND

Aircastle LTD                           D0       2.02,9.01            11/08/11

Alamo Energy Corp.                      NV       1.01,2.01,7.01,9.01  11/04/11

ALASKA COMMUNICATIONS SYSTEMS GROUP I   DE       2.02,9.01            11/08/11

ALEXANDER & BALDWIN INC                 HI       2.02,9.01            11/08/11

Alexza Pharmaceuticals Inc.             DE       7.01,9.01            11/08/11

ALLIED MOTION TECHNOLOGIES INC          CO       5.02                 11/02/11

Allied World Assurance Co Holdings, A            7.01,9.01            11/08/11

AMARIN CORP PLC\UK                      X0       2.02,9.01            11/07/11

AMCON DISTRIBUTING CO                   DE       2.02,9.01            11/08/11

American Assets Trust, Inc.             MD       2.02,7.01,9.01       11/08/11

American Capital Agency Corp                     8.01,9.01            11/08/11

AMERICAN SCIENCE & ENGINEERING, INC.    MA       8.01,9.01            11/07/11

Americredit Automobile Receivables Tr            1.01,9.01            11/02/11

AMERIGAS PARTNERS LP                    DE       2.02,7.01,9.01       11/08/11

AMYLIN PHARMACEUTICALS INC              DE       1.01,1.02,2.03,8.01, 11/07/11
ANDERSONS INC                           OH       2.02                 11/08/11

APCO OIL & GAS INTERNATIONAL INC                 2.02,9.01            11/04/11

APD ANTIQUITIES, INC.                   NV       1.01,4.01,9.01       05/03/11

API Technologies Corp.                  DE       5.07                 11/04/11

Apollo Residential Mortgage, Inc.       MD       2.02,9.01            11/08/11

APPLETON PAPERS INC/WI                           2.02,9.01            11/07/11

Applied Visual Sciences, Inc.           DE       5.02                 11/08/11

ARCH COAL INC                           DE       7.01,9.01            11/08/11

ARENA PHARMACEUTICALS INC               DE       1.01,9.01            11/08/11

ARES CAPITAL CORP                       MD       2.02,7.01,9.01       11/08/11

ASHLAND INC.                            KY       2.02,9.01            11/08/11

ASURE SOFTWARE INC                      DE       2.02,7.01,9.01       11/08/11

Atlas Energy, L.P.                      DE       2.02,9.01            11/07/11

Atrinsic, Inc.                          DE       3.01                 11/02/11

AVNET INC                               NY       5.07                 11/04/11

AXIAL VECTOR ENGINE CORP                NV       7.01,9.01            10/31/11

Bancorp of New Jersey, Inc.             NJ       2.02,9.01            11/07/11

BankFinancial CORP                               7.01,9.01            11/07/11

BankFinancial CORP                               7.01,9.01            11/07/11    AMEND

BARRETT BUSINESS SERVICES INC           MD       7.01                 11/07/11

BARRY R G CORP /OH/                     OH       2.02,9.01            11/08/11

BECTON DICKINSON & CO                   NJ       8.01,9.01            11/03/11

Behringer Harvard Mid-Term Value Enha   TX       7.01,9.01            11/04/11

BERKELEY COFFEE & TEA, INC.             NV       5.03,9.01            11/05/11

BIOCANCELL THERAPEUTICS INC.                     8.01                 11/07/11

BIOMIMETIC THERAPEUTICS, INC.           DE       2.02,9.01            11/08/11

BioNeutral Group, Inc                   NV       1.01,3.03,5.02,9.01  11/01/11

BIOSPECIFICS TECHNOLOGIES CORP          DE       2.02,9.01            11/08/11

BIOTIME INC                             CA       2.02,9.01            11/08/11

Black Sea Metals, Inc.                  NV       5.02,7.01,9.01       11/02/11

BlackRock Kelso Capital CORP            DE       7.01                 11/07/11

BLUE NILE INC                           DE       2.02,5.02,9.01       11/07/11

BofI Holding, Inc.                      DE       1.01,2.02,3.03,5.03, 11/08/11
BOSTON PROPERTIES LTD PARTNERSHIP       DE       8.01,9.01            11/03/11

BreitBurn Energy Partners L.P.          DE       2.02,9.01            11/08/11

Bristow Group Inc                       DE       7.01,9.01            11/08/11

BROOKLINE BANCORP INC                   DE       2.02                 11/08/11

CABELAS INC                             DE       1.01,2.03,9.01       11/02/11

Cadista Holdings Inc.                   DE       1.01,9.01            11/07/11

CAESARS ENTERTAINMENT Corp              DE       2.02,9.01            11/08/11

CAMPBELL SOUP CO                        NJ       7.01,9.01            11/08/11

CAPSTEAD MORTGAGE CORP                  MD       7.01,9.01            11/08/11

CardioNet, Inc.                         CA       2.02,9.01            11/08/11

Caribou Coffee Company, Inc.            MN       2.02,9.01            11/08/11

CARRIZO OIL & GAS INC                   TX       2.02,9.01            11/08/11

CAS MEDICAL SYSTEMS INC                 DE       2.02,9.01            11/08/11

Castmor Resources Ltd                   NV       4.01,9.01            11/02/11    AMEND

CATASYS, INC.                           DE       1.01,2.01,2.03,3.02, 11/02/11
CELADON GROUP INC                       DE       5.07                 11/07/11

Cellceutix CORP                                  3.02                 11/07/11

CENTRAL VERMONT PUBLIC SERVICE CORP     VT       2.02,7.01,9.01       11/08/11

CENTRAL VIRGINIA BANKSHARES INC         VA       2.02,9.01            11/08/11

CENTURY CASINOS INC /CO/                DE       2.02                 09/30/11

CHINA EDUCATION ALLIANCE INC.           NC       4.02                 11/08/11

China XD Plastics Co Ltd                NV       5.03,9.01            11/08/11

Clean Energy Fuels Corp.                DE       2.02,9.01            11/08/11

CLIFFS NATURAL RESOURCES INC.           OH       5.02,9.01            11/08/11

CNB FINANCIAL CORP/PA                   PA       5.02                 11/03/11

COBRA ELECTRONICS CORP                  DE       2.02,9.01            11/08/11

Colony Financial, Inc.                  MD       2.02,9.01            11/07/11

COMERICA INC /NEW/                               8.01,9.01            11/08/11

Compass Diversified Holdings            DE       2.02,9.01            11/08/11

CONNS INC                               DE       2.02,9.01            11/08/11

CONVERSION SERVICES INTERNATIONAL INC   DE       5.02                 11/02/11

CORE HEALTH CARE NETWORK, INC.                   4.01                 08/25/11    AMEND

Core-Mark Holding Company, Inc.         DE       2.02,9.01            11/08/11

CoreSite Realty Corp                    MD       9.01                 11/08/11

CPI AEROSTRUCTURES INC                  NY       2.02                 11/08/11

Crestwood Midstream Partners LP         DE       2.02,9.01            11/08/11

CROSSTEX ENERGY INC                     DE       7.01,9.01            11/07/11

CROSSTEX ENERGY LP                      DE       7.01,9.01            11/07/11

CYTRX CORP                              DE       2.02,9.01            11/08/11

DCP Midstream Partners, LP              DE       2.02,9.01            11/07/11

DELCATH SYSTEMS INC                     DE       2.02,9.01            11/07/11

Denarii Resources Inc.                  NV       1.02,9.01            11/07/11

DENDREON CORP                           DE       5.02,9.01            11/08/11

DGSE COMPANIES INC                      NV       1.01,9.01            11/02/11

Discover Financial Services             DE       7.01,9.01            11/08/11

DOVER SADDLERY INC                               2.02,9.01            11/08/11

Dr Pepper Snapple Group, Inc.           DE       1.01,9.01            11/07/11

DREW INDUSTRIES INC                     DE       8.01,9.01            11/08/11

DT Sale Corp.                           CA       3.01                 11/04/11

DTE ENERGY CO                           MI       2.02,9.01            11/08/11

DYNAVAX TECHNOLOGIES CORP               DE       1.01,9.01            11/02/11

DYNEGY INC.                             DE       1.01,1.03,2.04,9.01  11/07/11

EARTHSTONE ENERGY INC                   DE       2.02,9.01            11/08/11

EBIX INC                                DE       2.02                 11/08/11

ECB BANCORP INC                         NC       2.02,9.01            11/07/11

Echo Therapeutics, Inc.                 DE       2.02,9.01            11/08/11

ECOLAB INC                              DE       2.03,8.01            11/02/11

EDGEWATER TECHNOLOGY INC/DE/            DE       7.01,9.01            11/08/11

EINSTEIN NOAH RESTAURANT GROUP INC      DE       8.01                 11/08/11

ELANDIA INTERNATIONAL INC.              DE       8.01,9.01            11/02/11

Electromed, Inc.                                 1.01,2.02,2.03,9.01  11/08/11

Ellington Financial LLC                 DE       2.02,7.01,9.01       11/07/11

EMAGIN CORP                             DE       5.02,5.07,9.01       11/03/11

EMC INSURANCE GROUP INC                 IA       2.02,7.01,9.01       11/08/11

EMC INSURANCE GROUP INC                 IA       5.07                 05/26/11    AMEND

EMERGING MEDIA HOLDINGS INC             NV       1.02                 11/07/11

EMISPHERE TECHNOLOGIES INC              DE       2.02,9.01            11/08/11

Enduro Royalty Trust                    DE       1.01,3.02,5.03,9.01  11/02/11

ENER1 INC                               FL       5.02,9.01            11/01/11    AMEND

ENERGIZER HOLDINGS INC                  MO       5.02,7.01,8.01,9.01  11/07/11

ENERGIZER HOLDINGS INC                  MO       5.02,9.01            11/07/11

EnergySolutions, Inc.                   DE       2.02,9.01            11/08/11

ENTEST BIOMEDICAL, INC.                 NV       1.01,9.01            11/04/11

ENVESTNET, INC.                         DE       2.02,9.01            11/08/11

EPICEPT CORP                                     2.02,9.01            11/08/11

EPLUS INC                               DE       2.02,9.01            11/03/11

EPOCRATES INC                           DE       2.02,5.02,9.01       11/07/11

ERIE INDEMNITY CO                       PA       1.01,1.02,2.03,5.02, 11/03/11
ESCO TECHNOLOGIES INC                   MO       2.02,5.02,7.01,9.01  11/03/11

EV Energy Partners, LP                  DE       1.01,7.01,9.01       11/02/11

Exelis Inc.                             IN       5.02                 11/02/11

EXIDE TECHNOLOGIES                      DE       2.02,9.01            11/07/11

EXPRESS SCRIPTS INC                     DE       1.01,8.01,9.01       11/07/11

EXTREME NETWORKS INC                    DE       8.01                 11/04/11

EZCORP INC                              DE       2.02,8.01,9.01       11/08/11

FAIRPOINT COMMUNICATIONS INC            DE       7.01,9.01            11/08/11

FALCONSTOR SOFTWARE INC                 DE       2.02,9.01            09/30/11

Federal Home Loan Bank of Atlanta       X1       2.03                 11/08/11

Federal Home Loan Bank of Boston        X1       2.03                 11/02/11

Federal Home Loan Bank of Chicago       X1       2.03                 11/02/11

Federal Home Loan Bank of Cincinnati    X1       2.03,9.01            11/02/11

Federal Home Loan Bank of Des Moines    X1       2.03,9.01            11/04/11

Federal Home Loan Bank of Indianapoli   X1       2.03,9.01            11/02/11

Federal Home Loan Bank of New York      X1       2.03,9.01            11/02/11

Federal Home Loan Bank of Pittsburgh    PA       2.03,9.01            11/02/11

Federal Home Loan Bank of San Francis   X1       2.03                 11/03/11

Federal Home Loan Bank of Topeka                 2.03,9.01            11/02/11

FEDERAL NATIONAL MORTGAGE ASSOCIATION            2.02,7.01,9.01       09/30/11

FIRST BANCSHARES INC /MO/               MO       1.01                 11/03/11

FIRST CITIZENS BANCSHARES INC /DE/      DE       2.02,7.01,9.01       11/08/11

FIRST DEFIANCE FINANCIAL CORP           OH       7.01,9.01            11/07/11

FIRST PLACE FINANCIAL CORP /DE/         DE       3.01,8.01,9.01       11/08/11

FIRSTCITY FINANCIAL CORP                DE       2.02,7.01,9.01       11/08/11

Firsthand Technology Value Fund, Inc.            8.01,9.01            11/08/11

Flagstone Reinsurance Holdings, S.A.    N4       2.02,9.01            09/30/11

FLUIDIGM CORP                           DE       2.02,9.01            11/08/11

FNB CORP/FL/                            FL       8.01,9.01            11/08/11

FOSSIL INC                              DE       2.02,9.01            11/08/11

FOX PETROLEUM INC.                      NV       2.01,2.03            11/03/11

FURMANITE CORP                          DE       2.02,7.01,9.01       11/08/11

Fushi Copperweld, Inc.                  NV       2.02,9.01            11/07/11

FX ENERGY INC                           NV       7.01,9.01            11/08/11

G&K SERVICES INC                        MN       5.07                 11/03/11

GAMCO INVESTORS, INC. ET AL             NY       2.02,9.01            11/07/11

GAMCO INVESTORS, INC. ET AL             NY       8.01                 11/07/11

GBS Enterprises Inc                     NV       7.01,9.01            11/07/11    AMEND

GENESIS ENERGY LP                       DE       2.02,9.01            11/08/11

GENTOR RESOURCES, INC.                  FL       1.01,3.02,7.01,8.01, 11/02/11
GEO GROUP INC                           FL       2.02,9.01            11/02/11

GLOBAL EARTH ENERGY, INC.               NH       1.02,9.01            11/08/11

Global Ecology Corp                     NV       8.01                 11/07/11

Globalstar, Inc.                        DE       2.02,7.01,9.01       11/08/11

GLOBE SPECIALTY METALS INC                       2.02,7.01,9.01       09/30/11

GLOBECOMM SYSTEMS INC                            2.02,9.01            11/08/11

GRANT PARK FUTURES FUND LIMITED PARTN   IL       7.01,9.01            11/08/11

GROEN BROTHERS AVIATION INC /UT/        UT       3.03,5.03,9.01       11/02/11

Guinness Exploration, Inc               NV       8.01                 11/08/11

HACKETT GROUP, INC.                     FL       2.02,9.01            11/08/11

HAMPTON ROADS BANKSHARES INC            VA       7.01,9.01            11/08/11

HARRIS & HARRIS GROUP INC /NY/          NY       5.02,5.05,8.01,9.01  11/07/11

HCA Holdings, Inc.                               7.01,9.01            11/08/11

HEALTH MANAGEMENT ASSOCIATES INC        DE       5.02                 11/02/11

HealthMarkets, Inc.                     DE       5.02,9.01            09/15/11    AMEND

HECLA MINING CO/DE/                     DE       2.02,8.01,9.01       11/07/11

Hilltop Holdings Inc.                   MD       5.02                 11/02/11

HMS HOLDINGS CORP                                1.01,7.01,9.01       11/07/11

HollyFrontier Corp                      DE       2.02,9.01            11/08/11

Homeowners Choice, Inc.                 FL       1.01,2.02,3.02,9.01  11/02/11

Horizon Lines, Inc.                              2.02,7.01,9.01       11/07/11

Horizon Technology Finance Corp         DE       2.02,9.01            11/08/11

HORNBECK OFFSHORE SERVICES INC /LA      DE       8.01,9.01            11/07/11

HOSPITALITY PROPERTIES TRUST            MD       1.01,8.01,9.01       11/02/11

Houston Wire & Cable CO                          2.02,9.01            11/07/11

HUNTINGTON BANCSHARES INC/MD            MD       7.01,9.01            11/08/11

iBio, Inc.                              DE       3.01,8.01,9.01       11/04/11

IHS Inc.                                DE       7.01                 11/08/11

II-VI INC                               PA       5.03,5.07,9.01       11/04/11

Imperial Resources, Inc.                         8.01                 11/08/11

IMPERIAL SUGAR CO /NEW/                 TX       8.01,9.01            11/03/11

INDEPENDENT BANK CORP                   MA       9.01                 04/14/11    AMEND

Independent Film Development CORP       NV       4.01                 07/27/11    AMEND

Independent Film Development CORP       NV       4.02                 08/12/11    AMEND

INFINITY PHARMACEUTICALS, INC.          DE       2.02,9.01            11/08/11

Infrared Systems International          NV       9.01                 09/21/11

Innophos Holdings, Inc.                          8.01,9.01            11/07/11

Innophos Holdings, Inc.                          8.01,9.01            11/08/11

INSIGNIA SYSTEMS INC/MN                 MN       8.01                 11/07/11

INSMED INC                              VA       2.02,9.01            11/08/11

INSTEEL INDUSTRIES INC                  NC       8.01,9.01            11/08/11

INSTITUTIONAL FINANCIAL MARKETS, INC.   MD       2.02,9.01            11/08/11

INTELSAT S.A.                           N4       2.02,9.01            11/08/11

INTERNATIONAL FLAVORS & FRAGRANCES IN   NY       2.02,9.01            11/08/11

INTERNATIONAL GAME TECHNOLOGY           NV       2.02,9.01            11/08/11

INTERNATIONAL PAPER CO /NEW/            NY       8.01,9.01            11/08/11

IntraLinks Holdings, Inc.               DE       2.02,9.01            11/08/11

INTRICON CORP                           PA       2.02,7.01,9.01       11/08/11

INVESTMENT TECHNOLOGY GROUP INC         DE       8.01,9.01            11/08/11

Iridium Communications Inc.             DE       2.02,9.01            11/08/11

ITC Holdings Corp.                      MI       7.01                 11/08/11

IVOICE, INC /NJ                         NJ       1.01,9.01            11/08/11

James River Coal CO                     VA       2.02,7.01,9.01       11/08/11

JPMORGAN CHASE & CO                     DE       5.02,9.01            11/08/11

KAVILCO INC/WA/                         AK       5.07                 11/05/11

KEATING CAPITAL INC                              7.01,9.01            11/08/11

Kentucky First Federal Bancorp                   1.01,9.01            11/03/11

Kips Bay Medical, Inc.                  DE       2.02,9.01            11/08/11

KIRKLAND'S, INC                                  2.02,9.01            11/03/11

KNIGHT TRANSPORTATION INC               AZ       8.01,9.01            11/07/11

KNOLOGY INC                             DE       2.02,9.01            11/08/11

LAKELAND BANCORP INC                    NJ       7.01,9.01            11/08/11

LEE ENTERPRISES, INC                    DE       2.02,7.01,9.01       11/07/11

LEUCADIA NATIONAL CORP                  NY       8.01,9.01            11/08/11

Liberty Global, Inc.                    DE       7.01                 11/08/11

LIFETIME BRANDS, INC                    DE       2.02,9.01            11/08/11

LIFETIME BRANDS, INC                    DE       3.02,8.01,9.01       11/02/11

LIGAND PHARMACEUTICALS INC              DE       2.02,9.01            11/08/11

LIME ENERGY CO.                         DE       2.02,9.01            11/08/11

LINEAR TECHNOLOGY CORP /CA/             DE       5.07                 11/08/11

LMI AEROSPACE INC                       MO       2.02,7.01,9.01       11/08/11

LMI AEROSPACE INC                       MO       5.07                 11/07/11    AMEND

LOJACK CORP                             MA       5.02                 11/01/11

LUFKIN INDUSTRIES INC                   TX       5.05,9.01            11/02/11

LYDALL INC /DE/                         DE       2.02,9.01            11/08/11

LyondellBasell Industries N.V.          P7       1.01,3.03,5.07,9.01  11/02/11

MAGNEGAS CORP                           DE       1.01,3.02,8.01,9.01  11/08/11

Maidenform Brands, Inc.                 DE       5.02,9.01            11/07/11

MALVERN FEDERAL BANCORP INC             X1       2.02,9.01            11/07/11

MAM SOFTWARE GROUP, INC.                DE       2.02,8.01,9.01       11/08/11

Manitex International, Inc.             MI       1.01,2.03,9.01       11/02/11

MAP Pharmaceuticals, Inc.               DE       2.02,9.01            11/08/11

Market Leader, Inc.                     WA       2.02,9.01            11/08/11

MARKWEST ENERGY PARTNERS L P                     2.02,9.01            11/07/11

Marriott Vacations Worldwide Corp       DE       7.01,9.01            11/08/11

MATTEL INC /DE/                         DE       8.01,9.01            11/03/11

MAXLINEAR INC                                    5.02                 11/03/11

MCDERMOTT INTERNATIONAL INC             R1       2.02,9.01            11/08/11

MCDONALDS CORP                          DE       7.01,9.01            11/08/11

Measurement Specialties Inc             NJ       1.01,9.01            11/08/11

MEDCO HEALTH SOLUTIONS INC              DE       1.01,8.01,9.01       11/07/11

MEDIA TECHNOLOGIES, INC.                NV       1.01,3.02,9.01       10/27/11

MEDICAL PROPERTIES TRUST INC                     2.02,9.01            11/08/11

MEDICIS PHARMACEUTICAL CORP             DE       2.02,9.01            11/08/11

Medidata Solutions, Inc.                DE       2.02,9.01            11/08/11

MEMSIC Inc                                       2.02,9.01            11/08/11

METHODE ELECTRONICS INC                 DE       7.01,9.01            11/08/11

MetroCorp Bancshares, Inc.              TX       7.01,9.01            11/08/11

MFA FINANCIAL, INC.                     MD       7.01                 11/08/11

MHI Hospitality CORP                    MD       2.02,9.01            11/08/11

MICHAEL BAKER CORP                      PA       2.02,9.01            11/08/11

MICROMET, INC.                          DE       2.02,9.01            11/08/11

MILLER INDUSTRIES INC /TN/              TN       2.02,9.01            11/08/11

Motorola Mobility Holdings, Inc                  8.01                 11/08/11

Mueller Water Products, Inc.            DE       1.02,5.02            11/02/11    AMEND

MYR GROUP INC.                          DE       2.02,9.01            11/08/11

NACCO INDUSTRIES INC                    DE       2.02,8.01,9.01       11/08/11

NACCO INDUSTRIES INC                    DE       2.02,7.01,9.01       11/08/11

NATIONAL WESTERN LIFE INSURANCE CO      CO       2.02,9.01            11/08/11

NAVARRE CORP /MN/                       MN       8.01                 11/07/11

NELNET INC                              NE       2.02,9.01            11/08/11

NETSOL TECHNOLOGIES INC                 NV       2.02                 11/08/11

NETSOL TECHNOLOGIES INC                 NV       8.01                 11/08/11

NeurogesX Inc                           CA       8.01,9.01            11/08/11

NEUSTAR INC                                      1.01,1.02,2.01,2.03, 11/08/11
Neutral Tandem Inc                               2.02,9.01            11/08/11

NEW JERSEY MINING CO                    ID       5.07                 10/28/11

NEWS CORP                                        8.01,9.01            11/08/11

NewStar Financial, Inc.                          8.01,9.01            11/04/11

NEXSTAR BROADCASTING GROUP INC          DE       2.02,9.01            11/08/11

Nexxus Lighting, Inc.                   DE       2.02,9.01            11/08/11

nFinanSe Inc.                                    5.02                 11/04/11

NORTH VALLEY BANCORP                    CA       5.02,9.01            11/08/11

NORTHWEST BANCORPORATION INC            WA       2.02,9.01            11/08/11

NRG ENERGY, INC.                        DE       1.01,9.01            11/08/11

OMEROS CORP                             WA       2.02,9.01            11/08/11

Oncothyreon Inc.                        DE       2.02,9.01            11/08/11

ONCURE HOLDINGS INC                              1.01,5.02,9.01       11/02/11

ONEOK INC /NEW/                         OK       7.01,9.01            11/07/11

ONEOK Partners LP                       DE       7.01,9.01            11/07/11

ONLINE DISRUPTIVE TECHNOLOGIES, INC.    NV       1.01,2.03,9.01       11/04/11

ONLINE RESOURCES CORP                   DE       2.02,9.01            11/08/11

Optex Systems Holdings Inc              DE       1.01,8.01,9.01       11/03/11

ORB Automotive                          E9       4.02                 11/08/11

Orexigen Therapeutics, Inc.             DE       2.02,9.01            11/08/11

P&F INDUSTRIES INC                      DE       2.02,9.01            11/08/11

PARKVALE FINANCIAL CORP                 PA       2.02,8.01,9.01       11/08/11

PARKWAY PROPERTIES INC                  MD       2.02,9.01            11/07/11

PC MALL INC                             DE       2.02,9.01            11/08/11

PEABODY ENERGY CORP                     DE       7.01,9.01            11/08/11

PENSON WORLDWIDE INC                    DE       2.02,9.01            11/08/11

PETROHAWK ENERGY CORP                   DE       4.02                 11/08/11

PINNACLE ENTERTAINMENT INC.             DE       1.01,9.01            08/08/11    AMEND

PMFG, Inc.                              DE       1.01,2.01,7.01,9.01  11/08/11

POKERTEK, INC.                          NC       2.02,9.01            11/08/11

POWELL INDUSTRIES INC                   NV       2.02,2.06,4.02,9.01  11/08/01

PRICELINE COM INC                       DE       2.02,7.01,9.01       11/07/11

Primo Water Corp                        DE       2.02,9.01            11/08/11

PRIMUS GUARANTY LTD                              2.02,9.01            11/08/11

PRINCETON REVIEW INC                    DE       5.02,9.01            11/02/11

PROSPER MARKETPLACE INC                 DE       1.01,3.02,5.02       11/02/11

Protalix BioTherapeutics, Inc.          FL       5.07                 11/07/11

PROVIDENCE RESOURCES INC                TX       4.01                 11/01/11

PRUDENTIAL FINANCIAL INC                NJ       7.01,9.01            11/08/11

PULSE ELECTRONICS CORP                  PA       2.02,9.01            11/08/11

RADIO ONE, INC.                         DE       2.02,9.01            11/03/11

Radius Health, Inc.                     DE       9.01                 05/17/11    AMEND

RadNet, Inc.                            DE       2.01,8.01,9.01       11/07/11

RALPH LAUREN CORP                       DE       5.02                 11/08/11

REGAL BELOIT CORP                       WI       7.01,9.01            11/08/11

Rentech Nitrogen Partners, L.P.         DE       5.02,9.01            11/02/11

REPUBLIC AIRWAYS HOLDINGS INC           DE       2.02,9.01            11/08/11

RESPONSYS INC                           CA       2.02,9.01            11/08/11

Rhino Resource Partners LP              DE       2.02,9.01            11/08/11

ROCKWELL AUTOMATION INC                 DE       2.02,9.01            11/08/11

Rosetta Resources Inc.                  DE       7.01,9.01            11/08/11

Rosetta Resources Inc.                  DE       5.02                 11/08/11

Rovi Corp                               DE       2.02,9.01            11/08/11

Rubicon Technology, Inc.                DE       2.02,9.01            11/08/11

S1 CORP /DE/                            DE       7.01,9.01            11/08/11

SABA SOFTWARE INC                       DE       5.02                 11/02/11

SAJAN INC                               DE       2.02,9.01            11/08/11

SALIX PHARMACEUTICALS LTD                        2.02,8.01,9.01       11/03/11

SATCON TECHNOLOGY CORP                  DE       2.02,9.01            11/08/11

SCICLONE PHARMACEUTICALS INC            DE       2.02,9.01            11/08/11

Scio Diamond Technology Corp            NV       4.01,9.01            11/08/11

SCOTTS MIRACLE-GRO CO                   OH       2.02,9.01            11/08/11

SCRIPPS E W CO /DE                      OH       2.02,9.01            11/08/11

SEABOARD CORP /DE/                      DE       2.02,9.01            11/08/11

SeaCube Container Leasing Ltd.                   2.02,9.01            11/08/11

SEITEL INC                              DE       2.02,9.01            11/08/11

SemiLEDs Corp                                    2.02,9.01            11/08/11

SERVICE CORPORATION INTERNATIONAL       TX       7.01,9.01            11/08/11

SERVOTRONICS INC /DE/                   DE       2.02,7.01,9.01       09/30/11

Silicon Graphics International Corp     DE       2.02,5.02,9.01       11/08/11

SMARTHEAT INC.                          NV       2.02,9.01            11/08/11

Solo Cup CO                             DE       2.02,9.01            11/08/11

SOUTHERN UNION CO                       DE       2.02,7.01,9.01       11/08/11

SPARTON CORP                            OH       2.02,7.01,9.01       11/08/11

Spectrum Brands Holdings, Inc.          DE       8.01                 11/02/11

Spectrum Brands, Inc.                   DE       1.01,2.03,9.01       11/02/11

STEC, INC.                              CA       2.02,9.01            11/08/11

STEINER LEISURE Ltd                     C5       9.01                 11/01/11    AMEND

STEINER LEISURE Ltd                     C5       5.07                 06/14/11    AMEND

STEINWAY MUSICAL INSTRUMENTS INC        DE       2.02,9.01            11/08/11

STEWART INFORMATION SERVICES CORP       DE       5.02,9.01            11/03/11

SUFFOLK BANCORP                         NY       2.02,7.01,9.01       11/07/11

SunOpta Inc.                                     2.02,9.01            11/08/11

SWS GROUP INC                           DE       2.02,9.01            11/08/11

SYMS CORP                               NJ       3.01,9.01            11/04/11

SYNTROLEUM CORP                         DE       3.01                 11/02/11

SYPRIS SOLUTIONS INC                    DE       2.02,7.01,9.01       11/08/11

SYSCO CORP                              DE       8.01,9.01            11/08/11

TAKE TWO INTERACTIVE SOFTWARE INC       DE       2.02,9.01            11/08/11

TARGACEPT INC                                    8.01,9.01            11/08/11

TBS International plc                   L2       2.02,9.01            11/08/11

Tennessee Commerce Bancorp, Inc.        TN       8.01,9.01            11/02/11

TESCO CORP                                       2.02,9.01            11/07/11

Thompson Creek Metals CO Inc.           A6       2.02,9.01            11/07/11

TICC Capital Corp.                      MD       2.02,9.01            11/08/11

TIER TECHNOLOGIES INC                   DE       5.02,9.01            11/03/11

Titan Iron Ore Corp.                    NV       1.01,3.02,9.01       11/01/11

TMS International Corp.                 DE       2.02,9.01            11/08/11

TMS International Corp.                 DE       7.01,9.01            11/08/11

TOLL BROTHERS INC                       DE       2.02,9.01            11/08/11

Tornier N.V.                            P7       2.02,9.01            11/08/11

Tower Group, Inc.                       DE       7.01,9.01            11/08/11

Towers Watson & Co.                     DE       2.03,9.01            11/07/11

TOYOTA MOTOR CREDIT CORP                CA       7.01,9.01            11/08/11

TRANSATLANTIC HOLDINGS INC              DE       8.01,9.01            11/08/11

TransDigm Group INC                     DE       7.01,9.01            11/08/11

TransMontaigne Partners L.P.            DE       2.02,9.01            11/08/11

TWIN DISC INC                           WI       7.01,9.01            11/08/11

TWO RIVERS WATER Co                     CO       7.01                 11/07/11

U S PHYSICAL THERAPY INC /NV            NV       7.01                 11/07/11

U.S. Auto Parts Network, Inc.           DE       2.02,9.01            11/08/11

UGI CORP /PA/                           PA       2.02,7.01,9.01       11/08/11

UGI UTILITIES INC                       PA       2.02,9.01            11/08/11

UMH PROPERTIES, INC.                    MD       2.02,9.01            11/08/11

UNISOURCE ENERGY CORP                   AZ       8.01,9.01            11/08/11

United American Petroleum Corp.         NV       1.01,2.01,7.01,9.01  11/04/11

United Continental Holdings, Inc.       DE       8.01,9.01            11/07/11

UNITED SECURITY BANCSHARES INC          DE       2.02,9.01            11/07/11

UNITED SECURITY BANCSHARES INC          DE       1.01,5.02,8.01,9.01  11/07/11

UNIVERSAL CORP /VA/                     VA       1.01,1.02,2.03,9.01  11/03/11

UNIVERSAL CORP /VA/                     VA       2.02,8.01,9.01       11/08/11

UNIVERSAL INSURANCE HOLDINGS, INC.      DE       2.02,9.01            11/08/11

URANIUM ENERGY CORP                     NV       1.01,7.01,9.01       11/07/11

URBAN OUTFITTERS INC                    PA       2.02,5.02,9.01       11/03/11

URS CORP /NEW/                          DE       2.02,9.01            11/08/11

USA Mobility, Inc                       DE       1.01,9.01            11/08/11

VALENCE TECHNOLOGY INC                  DE       2.02,9.01            11/08/11

VECTREN CORP                            IN       8.01                 11/07/11

Vestin Realty Mortgage II, Inc          MD       8.01                 11/08/11

VIASYSTEMS GROUP INC                    DE       2.02,9.01            11/08/11

Vitacost.com, Inc.                      DE       2.02,9.01            11/08/11

Voyager Oil & Gas, Inc.                 DE       2.02,9.01            11/08/11

VR Holdings, Inc.                       DE       8.01,9.01            11/08/11

W P CAREY & CO LLC                      DE       2.02,9.01            11/08/11

W P CAREY & CO LLC                      DE       7.01,9.01            11/08/11

WALTER INVESTMENT MANAGEMENT CORP       MD       2.02,9.01            11/08/11

WARREN RESOURCES INC                    MD       2.02,7.01,9.01       11/08/11

WASHINGTON GAS LIGHT CO                 DC       8.01                 11/02/11

WEB.COM GROUP, INC.                     DE       7.01,9.01            11/08/11

WEIGHT WATCHERS INTERNATIONAL INC       VA       2.02,9.01            11/08/11

WEIS MARKETS INC                        PA       5.02,9.01            11/03/11

WELLS FARGO & CO/MN                     DE       9.01                 11/08/11

WILLIAMS COMPANIES INC                  DE       8.01,9.01            11/07/11

WINDSTREAM CORP                         DE       8.01,9.01            11/07/11

WINNER MEDICAL GROUP INC                NV       5.02,9.01            11/03/11

WORLD FINANCIAL NETWORK CREDIT CARD M   DE       1.01,8.01,9.01       11/03/11

WORLD FINANCIAL NETWORK CREDIT CARD M   DE       1.01,8.01,9.01       11/03/11

World Surveillance Group Inc.           DE       1.01,3.02,9.01       11/02/11

Xenith Bankshares, Inc.                 VA       2.02,7.01,9.01       11/08/11

XERIUM TECHNOLOGIES INC                 DE       2.02,9.01            11/08/11

ZEBRA TECHNOLOGIES CORP                          2.02,9.01            11/08/11

ZIONS BANCORPORATION /UT/               UT       5.03,9.01            11/07/11

Zoo Entertainment, Inc                  DE       3.01                 11/02/11



Modified: 11/09/2011