Closed Meeting on Thursday, December 20, 2012 at 2:00 p.m.
The subject matter of the Closed Meeting will be: adjudicatory matters; institution and settlement of injunctive actions; institution and settlement of administrative proceedings; 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.
An order was issued pursuant to Section 36 of the Securities Exchange Act of 1934 granting exemptions from certain rules of Regulation SHO related to Hurricane Sandy. Publication is expected in the Federal Register during the week of December 17. (Rel. 34-68419)
Commission Sanctions Wendy McNeeley, CPA, for Improper Professional Conduct During Audit of AA Capital Partners, Inc., and AA Capital Equity Fund, L.P.
The Commission found that Wendy McNeeley, CPA, engaged in improper professional conduct as defined in the Commission's Rule of Practice 102(e) while serving as the audit manager for Ernst & Young during the audit of AA Capital Partners, Inc., a registered investment adviser, and AA Capital Equity Fund, L.P., for the year ended December 31, 2004. The Commission found that McNeeley's improper professional conduct was the result of highly unreasonable conduct that resulted in violations of generally accepted auditing standards in circumstances in which McNeeley knew, or should have known, that heightened scrutiny was warranted. The Commission concluded that it is in the public interest to deny McNeeley the privilege of appearing or practicing as an accountant before the Commission for six months. Commissioner Paredes dissented from the Commission's opinion as to only the sanction, concluding that the "Commission's interests would be appropriately served with a less severe sanction, perhaps a censure." (Rel. 34-68431; AAE Rel. 3427; File No. 3-13797)
Commission Censures Deloitte & Touche (South Africa) for Improper Professional Conduct
On December 13, 2012, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Order) against Deloitte & Touche (South Africa) (DT-SA). The Order finds that DT-SA, the South African member firm of Deloitte Touche Tohmatsu Ltd, engaged in improper professional conduct by maintaining a direct business relationship with a member of the board of directors of an SEC-registrant audit client for approximately one year. This relationship resulted in DT-SA’s direct violation of the auditor independence standards of Rule 2-02(b) of Regulation S-X, and caused DT-SA’s audit client to violate Exchange Act Section 13(a) and Rule 13a-1 thereunder.
Based on the above, the Order censures DT-SA, requires it to cease and desist from committing or causing any violations and any future violations of Rule 2-02(b) of Regulation S-X, and from causing any violations and any future violations of Exchange Act Section 13(a) and Rule 13a-1 thereunder, and disgorge audit fees in the amount of $200,000 plus prejudgment interest in the amount of $47,043.66. DT-SA consented to the issuance of the Order without admitting or denying any of the Commission’s findings. (Rel. 34-68432; AAE Rel. 3428; File No. 3-15129)
Court Enters Final Judgment Against Massachusetts Investment Adviser and Its Principal, Orders Payment of Over $1.7 Million in Illicit Gains and Penalties
The Securities and Exchange Commission announced that, on December 12, 2012, a federal judge in Boston, Massachusetts entered a final judgment against registered investment adviser EagleEye Asset Management, LLC, and its sole principal, Jeffrey A. Liskov, both of Plymouth, Massachusetts, in an action the Commission previously filed against them. The Commission’s action alleged that that the defendants defrauded advisory clients concerning foreign currency exchange (“forex”) trading.
On November 26, 2012, after an eight-day trial, a federal jury found that EagleEye and Liskov violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and Section 206(1) of the Investment Advisers Act of 1940. After a judicial hearing on remedies, Judge William G. Young also found violations by EagleEye and Liskov of Section 204 of the Advisers Act and Rule 204-2 thereunder, concerning their obligation to maintain true, accurate, and current certain books and records relating to EagleEye’s investment advisory business. The court ordered that EagleEye and Liskov are permanently enjoined from future violations of the foregoing provisions of the securities laws. The court further ordered EagleEye and Liskov to pay, jointly and severally, disgorgement of their ill-gotten gains in the amount of $301,502.26, plus pre-judgment interest on that amount of $29,603.59. The court also ordered EagleEye and Liskov each to pay a civil penalty of $725,000.
In its complaint, filed on September 8, 2011, the Commission alleged that, between at least November 2008 and August 2010, Liskov made material misrepresentations to several advisory clients to induce them to liquidate investments in securities and instead invest the proceeds in forex trading. The forex investments, which were not suitable for older clients with conservative investment goals, resulted in steep losses for clients, totaling nearly $4 million, but EagleEye and Liskov came away with over $300,000 in performance fees, in addition to other management fees they collected from clients. Liskov’s strategy was to generate temporary profits on client forex investments to enable him to collect performance fees, after which client forex investments invariably would sharply decline in value.
According to the Commission’s complaint, Liskov made material misrepresentations or failed to disclose material information to clients concerning the nature of forex investments, the risks involved, and his poor track record in forex trading for himself and other clients. The Commission’s complaint further alleged that, in the case of two clients, without their knowledge or consent, Liskov liquidated securities in their brokerage accounts and transferred the proceeds to their forex trading accounts where he lost nearly all client funds, but not before first collecting performance fees for EagleEye (and ultimately himself) on short-lived profits in the clients’ forex accounts. The complaint alleged that Liskov accomplished the unauthorized transfers by doctoring asset transfer forms. On several occasions, Liskov took old forms signed by the clients and used “white out” correction fluid to change dates, asset transfer amounts, and other data. Liskov also used similar tactics to open multiple forex trading accounts in the name of one client, thereby maximizing his ability to earn performance fees for EagleEye (and ultimately himself) on the client’s investments, all without disclosing this to the client or obtaining the client’s consent.
The Commission alleged that, as a result of this conduct, EagleEye and Liskov violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Sections 206(1) and 206(2) of the Advisers Act. The Commission also alleged that EagleEye failed to maintain certain books and records required of investment advisers in violation of Section 204 of the Advisers Act and Rule 204-2 thereunder, and that Liskov aided and abetted EagleEye’s violations of these provisions.
The Commission acknowledges the assistance of Secretary of the Commonwealth of Massachusetts William F. Galvin’s Securities Division and the Commodity Futures Trading Commission, both of which filed related cases against the defendants in September 2011.
For further information see Litigation Release No. 22086 (September 8, 2011) and Litigation Release No. 22546 (November 27, 2012). [SEC v. EagleEye Asset Management, LLC and Jeffrey A. Liskov (United States District Court for the District of Massachusetts, Civil Action No. 11-CV-11576)] (LR-22570)
Defendant in SEC Enforcement Action Sentenced and Ordered to Pay Restitution
The Securities and Exchange Commission announced today that, on December 5, 2012, the United States District Court for the District of Connecticut sentenced Stephen B. Blankenship, a resident of New Fairfield, Connecticut to forty-one months imprisonment plus three years of supervised release and ordered him to pay a fine of $7,500.00, and restitution in the amount of $607,516.81 based upon his guilty plea to one count of Mail Fraud and one count of Securities Fraud. On September 12, 2012, Blankenship pleaded guilty to all charges brought by the United States Attorney’s Office in Connecticut in connection with a scheme he operated through Deer Hill Financial Group, LLC in Danbury, Connecticut. From 2002 to 2012, Blankenship falsely represented to numerous investors that he had investment opportunities that were safe and would pay a consistent return to investors. Instead, there were no actual investments and Blankenship used some of the victim’s funds to pay personal and business expenses and other investors in furtherance of his fraud.
On September 13, 2012, the Commission filed a civil complaint in the United States District Court for the District of Connecticut alleging that Blankenship misappropriated at least $600,000 from at least 12 investors by falsely representing that he would invest their funds. The Commission’s complaint seeks the entry of a permanent injunction against future violations, disgorgement of ill-gotten gains plus pre-judgment interest and civil monetary penalties. The Commission litigation is still pending.
On October 11, 2012, the Commission barred Blankenship from the securities industry based his guilty plea. The Connecticut Department of Banking’s Securities Division has also obtained, by consent, a revocation of Blankenship’s state license and barred Blankenship and Deer Hill from operating in Connecticut.
For further information, see Litigation Release No. 22479 (September 13, 2012) (SEC Charges Connecticut-Based Broker for Stealing Investor Funds); and (Exchange Act Release No. 68038 (October 11, 2012) (SEC bars Blankenship from the securities industry). [SEC v. Deer Hill Financial Group, LLC, et al., Civil Action No. 12-01317 (District of Connecticut); [United States of America v. Stephen B. Blankenship, Criminal No. 12-cr-00197-VLB (District of Connecticut)] (LR-22571)
SEC Charges Massachusetts Company, CEO and Promoters With $9 Million Securities Fraud
On December 14, 2012, the Securities and Exchange Commission filed an enforcement action in federal court in Boston against BioChemics, Inc., a biopharmaceutical company based in Danvers, Massachusetts, its CEO and two individuals it paid to solicit investors. The SEC alleges, among other things, that the defendants made false statements to investors about collaborations with major pharmaceutical companies and the status and results of drug trials of the company’s main product, and that they created fraudulent valuations of the company’s stock in order to raise millions of dollars from investors. The action charges BioChemics, its CEO John Masiz of Topsfield, Massachusetts, Craig Medoff of New York, New York and Gregory Kroning of Norwood, New Jersey, with violating the federal securities laws in a fraudulent scheme that raised at least $9 million from 70 investors in 19 states from at least 2009 until 2012.
According to the SEC’s complaint, filed in the United States District Court for the District of Massachusetts, BioChemics purportedly makes a transdermal drug delivery system. The defendants allegedly told investors that BioChemics was engaged in active research and development collaborations with major pharmaceutical companies, that it had two drugs under FDA review, and that it was conducting specific clinical trials—all of which was false. According to the complaint, when BioChemics finally did conduct one clinical trial, it misrepresented the results of that trial. The SEC’s complaint further alleges that defendants Masiz and Medoff created and gave to investors fraudulent valuations setting the worth of BioChemics at between $500 million and $2 billion. However, according to the complaint, the valuations had no reasonable basis and the defendants’ representations that the valuations had been developed by reputable independent investment banks were false. In addition, the complaint alleges that defendants told investors their money would be used to fund clinical trials and for operating expenses, but in fact used some investor funds to pay for personal expenses for Masiz including meals, massages, clothes and sporting goods and to make interest-free loans of over $200,000 to Kroning in addition to paying for his personal expenses including a leased BMW.
Masiz and Medoff have previously been sued by the Commission in connection with earlier securities frauds. Masiz was a defendant in a 2004 SEC enforcement action alleging false and misleading statements by VASO Active Pharmaceuticals, a BioChemics subsidiary. A final judgment by consent was entered against Masiz that permanently enjoined him from violating the antifraud provisions of the federal securities laws. Medoff was a defendant in a 1993 SEC enforcement action alleging the fraudulent offering of unregistered securities. That case resulted in a final judgment by consent against Medoff in 1994 that permanently enjoined him from violating the antifraud provisions of the federal securities laws. The Commission also issued an Order in January 1995 barring Medoff from associating with, among others, brokers, dealers, and investment advisers. In a separate case involving different conduct, Medoff also pled guilty to criminal securities fraud charges in 1995.
The complaint charges all defendants with violating Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities and Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder and also charges Kroning and Medoff with violating Section 15(a) of the Exchange Act by acting as unlicensed brokers and Medoff with violating Section 15(b) of the Exchange Act by acting as a broker after being permanently barred from the industry in a previous action by the Commission. The complaint seeks injunctive relief, disgorgement, and civil penalties, as well as an order barring Masiz from serving as an officer or director of any public company. The complaint also seeks an order barring Masiz and Medoff and any entity they own or control from participating in the issuance, offer, or sale of any security aside from their own personal trading accounts. [SEC v. BioChemics, Inc., et al., Civil Action No. 1:12-cv-12324 (District of Massachusetts)] (LR-22572)
Cambria Investment Management, L.P. and Cambria ETF Trust
A notice has been issued giving interested persons until January 3, 2013, to request a hearing on an application filed by Cambria Investment Management, L.P. and Cambria ETF Trust, for an order that permits: (a) actively-managed series of certain open-end management investment companies to issue shares (Shares) redeemable in large aggregations only (Creation Units); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days after the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. A notice for this application was issued on November 30, 2012 (Investment Company Act Rel. No. 30286). The application has been amended to revise certain representations with respect to the Funds’ investments in derivatives and we are therefore issuing a revised notice for the application. (Rel. IC-30302 – December 12)
Wells Fargo Bank, N.A.
The Commission has issued a permanent order to Wells Fargo Bank, N.A. (Wells Fargo Bank) et al. under Section 9(c) of the Investment Company Act of 1940 (Act) with respect to an injunction entered by the U.S. District Court for the District of Columbia on September 20, 2012. The permanent order exempts applicants and companies of which Wells Fargo Bank is an affiliated person or may become an affiliated person in the future from the provisions of Section 9(a) of the Act. (Rel. IC-30303 – December 12)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change filed by Chicago Board Options Exchange, Incorporated (SR-CBOE-2012-119) to amend the CBOE Stock Exchange fees schedule 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 17. (Rel. 34-68417)
A proposed rule change filed by NYSE MKT LLC to govern the submission of automated trading data (SR-NYSEMKT-2012-79) 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 17. (Rel. 34-68418)
A proposed rule change filed by C2 Options Exchange, Incorporated, to amend the Fees Schedule (SR-C2-2012-042) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act. Publication is expected in the Federal Register during the week of December 17. (Rel. 34-68422)
A proposed rule change filed by C2 Options Exchange, Incorporated, to amend the Fees Schedule (SR-C2-2012-041) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act. Publication is expected in the Federal Register during the week of December 17. (Rel. 34-68423)
A proposed rule change, (SR-ISE-2012-95), filed by the International Securities 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 17. (Rel. 34-68424)
A proposed rule change (SR-BOX-2012-021) 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 17. (Rel. 34-68425)
A proposed rule change (SR-NYSEArca-2012-135) filed by NYSE Arca, Inc. amending Commentary .02 to NYSE Arca Options Rule 6.72 to extend the Penny Pilot in options classes in certain issues through March 31, 2013, 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 17. (Rel. 34-68426)
A proposed rule change (SR-NYSEMKT-2012-75) filed by NYSE MKT amending Commentary .02 to NYSE Amex Options Rule 960NY in order to extend the Penny Pilot in options classes in certain issues through March 31, 2013, 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 17. (Rel. 34-68427)
Proposed Rule Changes
Chicago Board Options Exchange, Incorporated filed, pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, a proposed rule change (SR-CBOE-2012-116) related to Bylaw and other changes. Publication is expected in the Federal Register during the week of December 17. (Rel. 34-68428)
C2 Options Exchange, Incorporated filed, pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, a proposed rule change (SR-C2-2012-039) related to Bylaw and other changes. Publication is expected in the Federal Register during the week of December 17. (Rel. 34-68429)
Approval of Proposed Rule Change
The Commission approved a proposed rule change, as modified by Amendment No. 1, filed by NYSE Arca, Inc. (SR-NYSEArca-2012-111) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to list and trade Units of the Sprott Physical Platinum and Palladium Trust pursuant to NYSE Arca Equities Rule 8.201. Publication is expected in the Federal Register during the week of December 17. (Rel. 34-68430)
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-8 SANDRIDGE ENERGY INC, 123 ROBERT S. KERR AVENUE, OKLAHOMA CITY, OK, 73102-6406, 405-429-5500 - 6,000,000 ($37,740,000.00) Equity, (File 333-185440 - Dec. 13) (BR. 04A) S-4 AMERICAN SIERRA GOLD CORP., 1420 5TH AVE STE 2200, SEATTLE, WA, 98101, 206-274-5165 - 64,061,040 ($7,687,324.80) Equity, (File 333-185441 - Dec. 13) (BR. 09B) S-4 Aleris International, Inc., 25825 SCIENCE PARK DRIVE, SUITE 400, BEACHWOOD, OH, 44122, 216-910-3400 - 0 ($500,000,000.00) Debt, (File 333-185443 - Dec. 13) (BR. 06C) S-8 SOLARCITY CORP, 3055 CLEARVIEW WAY, SAN MATEO, CA, 94402, 650-638-1028 - 24,773,123 ($148,265,088.97) Equity, (File 333-185444 - Dec. 13) (BR. 06C) S-8 KROGER CO, 1014 VINE ST, CINCINNATI, OH, 45201, 5137624000 - 0 ($133,700,000.00) Equity, (File 333-185446 - Dec. 13) (BR. 02B) S-8 X-Factor Communications Holdings, Inc., 3 EMPIRE BLVD., 5TH FLOOR, SOUTH HACKENSACK, NJ, 07606, (201) 518-1925 - 5,000,000 ($3,750,000.00) Equity, (File 333-185447 - Dec. 13) (BR. 03B) S-3 ASURE SOFTWARE INC, 110 WILD BASIN ROAD, SUITE 100, AUSTIN, TX, 78746, 5124372700 - 0 ($30,000,000.00) Equity, (File 333-185448 - Dec. 13) (BR. 03B) S-8 HUTCHINSON TECHNOLOGY INC, 40 W HIGHLAND PARK, HUTCHINSON, MN, 55350, 3205873797 - 100,000 ($159,500.00) Equity, (File 333-185449 - Dec. 13) (BR. 10A) S-1 Dakota Gold Corp, 701 N. GREEN VALLEY PARKWAY, SUITE 200, HENDERSON, NV, 89074, 702-990-3256 - 30,000,000 ($300,000.00) Equity, (File 333-185450 - Dec. 13) (BR. 03A) S-1 Synthetic Biologics, Inc., 3985 RESEARCH PARK DRIVE,, SUITE 200, ANN ARBOR, MI, 48108, (734) 332-7800 - 4,260,855 ($6,817,368.00) Equity, (File 333-185457 - Dec. 13) (BR. 01A) S-3ASR Allegiant Travel CO, 8360 SOUTH DURANGO DRIVE, LAS VEGAS, NV, 89113, 702-851-7300 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-185458 - Dec. 13) (BR. 05C) F-10 BROOKFIELD ASSET MANAGEMENT INC., BROOKFIELD PLACE, 181 BAY ST, STE 300, PO BOX 762, TORONTO, A6, A6 M5J2T3, 416-363-9491 - 0 ($1,000,000,000.00) Other, (File 333-185459 - Dec. 13) (BR. 08B) S-8 EATON VANCE CORP, TWO INTERNATIONAL PLACE, BOSTON, MA, 02110, 6174828260 - 3,000,000 ($93,450,000.00) Equity, (File 333-185460 - Dec. 13) (BR. 12A) S-3 SOLAZYME INC, 225 GATEWAY BLVD., S. SAN FRANCISCO, CA, 94080, 650-780-4777 - 0 ($30,000,000.00) Other, (File 333-185461 - Dec. 13) (BR. 06A) S-B UNITED MEXICAN STATES, 0 ($10,000,000,000.00) Non-Convertible Debt, (File 333-185462 - Dec. 13) (BR. DN) S-3 Fibrocell Science, Inc., 405 EAGLEVIEW BOULEVARD, EXTON, PA, 19341, 484-713-6000 - 0 ($10,352,543.00) Equity, (File 333-185463 - Dec. 13) (BR. 01A) S-8 BERKSHIRE HILLS BANCORP INC, 24 NORTH ST., PITTSFIELD, MA, 01201, 4134435601 - 833,900 ($13,699,395.21) Equity, 118,759 ($1,169,776.15) Non-Convertible Debt, (File 333-185464 - Dec. 13) (BR. 07B) S-4 PRICELINE COM INC, 800 CONNECTICUT AVE, NORWALK, CT, 06854, 203-299-8000 - 0 ($1,474,440,496.00) Other, (File 333-185465 - Dec. 13) (BR. 02B) S-3 Fibrocell Science, Inc., 405 EAGLEVIEW BOULEVARD, EXTON, PA, 19341, 484-713-6000 - 0 ($40,000,000.00) Equity, (File 333-185466 - Dec. 13) (BR. 01A) F-1 Paragon Shipping Inc., 15 KARAMANLI AVE, GR 166 73, VOULA, J3, 00000, 011-30-210-891-4600 - 0 ($10,000,000.00) Equity, (File 333-185467 - Dec. 13) (BR. 05C)
Form 8-K is used by companies to file current reports on the following events:
8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
STATE NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT ----------------------------------------------------------------------------------------- 1st United Bancorp, Inc. FL 8.01,9.01 12/13/12 5Barz International, Inc. 1.01,1.02 12/13/12 ACCELR8 TECHNOLOGY CORP CO 3.01,5.07,9.01 12/12/12 ADOBE SYSTEMS INC DE 2.02,9.01 12/13/12 Advanced BioEnergy, LLC DE 2.01,9.01 12/07/12 ADVANT E CORP DE 8.01,9.01 12/13/12 Agricon Global Corp DE 8.01,9.01 12/12/12 AMEDISYS INC DE 7.01,9.01 12/13/12 AMERICAN PACIFIC CORP DE 2.02,9.01 12/13/12 Americas Diamond Corp. NV 7.01 11/27/12 AMGEN INC DE 5.02 12/13/12 AMREP CORP. OK 2.02,9.01 12/12/12 Anacor Pharmaceuticals Inc DE 8.01 12/11/12 Aon plc X0 1.01,2.03,8.01,9.01 12/12/12 APEX 5 INC. DE 5.01,5.02 12/10/12 APOLLO GROUP INC AZ 5.02,7.01,9.01 12/13/12 ARADIGM CORP CA 1.01,3.02,8.01,9.01 12/11/12 ARBITRON INC DE 5.02,9.01 12/13/12 Ares Commercial Real Estate Corp MD 8.01,9.01 12/13/12 Armour Residential REIT, Inc. MD 7.01,9.01 12/13/12 As Seen On TV, Inc. FL 1.02,9.01 12/12/12 Ascena Retail Group, Inc. DE 7.01,9.01 12/11/12 AspenBio Pharma, Inc. CO 5.02,5.03,5.07,9.01 12/11/12 ATLAS AIR WORLDWIDE HOLDINGS INC DE 2.03 12/12/12 ATLAS AIR WORLDWIDE HOLDINGS INC DE 5.02 07/23/12 AMEND ATLAS PIPELINE PARTNERS LP DE 1.01,9.01 12/13/12 ATP OIL & GAS CORP TX 1.01,9.01 12/09/12 AUTODESK INC DE 1.01,8.01,9.01 12/13/12 AUXILIUM PHARMACEUTICALS INC 7.01,9.01 12/13/12 BIOLOGIX HAIR INC. NV 5.03,8.01,9.01 12/05/12 BioScrip, Inc. DE 1.01,8.01,9.01 12/12/12 Blue Earth, Inc. NV 4.01,9.01 12/10/12 BOTTOMLINE TECHNOLOGIES INC /DE/ DE 1.01,2.03,3.02,8.01, 12/06/12 9.01 BRANDYWINE REALTY TRUST MD 1.01,7.01,8.01,9.01 12/12/12 Burger King Worldwide, Inc. DE 8.01,9.01 12/12/12 C2C CrowdFunding, Inc. DE 1.02,8.01 12/10/12 CADENCE DESIGN SYSTEMS INC DE 1.01,2.03,9.01 12/12/12 CAESARS ENTERTAINMENT Corp DE 1.01,2.03,9.01 12/13/12 CAM Group, Inc. NV 8.01,9.01 12/13/12 Carey Watermark Investors Inc 9.01 10/03/12 AMEND CCOM Group, Inc. NY 1.01,2.03,9.01 12/07/12 CDW Corp DE 5.02,5.07,9.01 12/12/12 Cereplast Inc NV 3.01,9.01 12/06/12 Chemtura CORP DE 5.02,8.01,9.01 12/10/12 Cheniere Energy Partners, L.P. DE 5.02 12/07/12 CHIMERA INVESTMENT CORP DE 7.01,9.01 12/13/12 China Network Media, Inc. DE 5.03,8.01,9.01 12/13/12 CIENA CORP DE 2.02,9.01 12/13/12 CITIGROUP INC DE 5.03,9.01 12/13/12 CKE RESTAURANTS INC DE 2.02,9.01 12/11/12 Clearwire Corp /DE DE 7.01 12/13/12 CLIFFS NATURAL RESOURCES INC. OH 8.01,9.01 12/06/12 CMG HOLDINGS GROUP, INC. NV 5.02,8.01 12/13/12 CNO Financial Group, Inc. DE 7.01,9.01 12/13/12 COHU INC DE 1.01,8.01,9.01 12/09/12 COMM 2012-CCRE5 Mortgage Trust DE 8.01,9.01 12/13/12 Command Center, Inc. WA 5.02 12/10/12 CommonWealth REIT MD 1.01,8.01,9.01 12/11/12 COMMUNITY BANCORP /VT VT 8.01,9.01 12/11/12 COMMUNITY FIRST INC TN 2.01,9.01 12/07/12 CONCURRENT COMPUTER CORP/DE DE 8.01,9.01 12/11/12 CONNECTICUT WATER SERVICE INC / CT CT 8.01,9.01 12/12/12 Consolidated Communications Holdings, DE 7.01,9.01 12/13/12 ContinuityX Solutions, Inc. DE 4.02,8.01 12/12/12 Converted Organics Inc. DE 1.01,2.01,9.01 12/07/12 CorEnergy Infrastructure Trust, Inc. 7.01,9.01 12/13/12 CORNING NATURAL GAS CORP NY 5.02,9.01 12/11/12 Coronus Solar Inc. A1 1.01,2.03,7.01,8.01, 12/13/12 9.01 COSTCO WHOLESALE CORP /NEW WA 5.02 12/07/12 AMEND CRYOLIFE INC FL 5.02 12/10/12 CVD EQUIPMENT CORP NY 5.07 12/12/12 CVS CAREMARK CORP DE 2.02,9.01 12/13/12 Cyalume Technologies Holdings, Inc. DE 8.01,9.01 12/12/12 DONALDSON CO INC DE 1.01,2.03,9.01 12/07/12 DOVER MOTORSPORTS INC DE 1.01 12/07/12 DUKE REALTY CORP IN 5.02 05/31/12 AMEND EARTHSTONE ENERGY INC DE 5.02,9.01 12/11/12 ECOLAB INC DE 1.01,2.03,8.01,9.01 12/10/12 ELITE PHARMACEUTICALS INC /NV/ NV 8.01,9.01 12/12/12 EMPIRE RESORTS INC DE 5.02,9.01 12/07/12 ENERGEN CORP AL 5.02,9.01 12/12/12 ENERGY FOCUS, INC/DE DE 5.02,9.01 12/07/12 ENPRO INDUSTRIES, INC NC 5.02 12/13/12 ENTERGY ARKANSAS INC AR 8.01,9.01 12/13/12 EVANS BANCORP INC NY 7.01 12/12/12 EVANS BANCORP INC NY 7.01 12/12/12 AMEND EZCORP INC DE 5.02 12/07/12 FBR & Co. VA 5.02 12/13/12 Federal Home Loan Bank of Atlanta X1 2.03 12/10/12 Federal Home Loan Bank of Boston X1 2.03 12/10/12 Federal Home Loan Bank of Chicago X1 2.03 12/11/12 Federal Home Loan Bank of Cincinnati X1 2.03,9.01 12/10/12 Federal Home Loan Bank of Des Moines X1 2.03,9.01 12/11/12 Federal Home Loan Bank of Indianapoli X1 2.03,9.01 12/13/12 Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 12/10/12 Federal Home Loan Bank of San Francis X1 2.03 12/10/12 Federal Home Loan Bank of Topeka 5.02,5.07,7.01,9.01 12/07/12 Federal Home Loan Bank of Topeka 2.03,9.01 12/10/12 Fibrocell Science, Inc. DE 5.03,8.01,9.01 12/13/12 FIRST PLACE FINANCIAL CORP /DE/ DE 5.02,9.01 12/13/12 Flux Power Holdings, Inc. NV 1.01,1.02,5.02,9.01 12/07/12 FS Bancorp, Inc. 5.02,9.01 12/11/12 GATEWAY ENERGY CORP/NE DE 1.01,8.01,9.01 12/13/12 GENERAL COMMUNICATION INC AK 5.02 12/08/12 GENERAL ELECTRIC CAPITAL CORP CT 8.01,9.01 12/12/12 GENERAL ELECTRIC CO NY 7.01,9.01 12/12/12 General Finance CORP DE 5.07 12/13/12 Genpact LTD D0 1.01,9.01 12/11/12 GENWORTH FINANCIAL INC DE 5.02 12/10/12 GlyEco, Inc. NV 2.01,3.02,9.01 12/10/12 GRAMERCY CAPITAL CORP MD 2.02,7.01,9.01 12/13/12 GRANDPARENTS.COM, INC. DE 1.01,2.03,3.02,9.01 12/07/12 GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01,9.01 12/07/12 GREEN EARTH TECHNOLOGIES, INC DE 5.07 12/13/12 GRIFFON CORP DE 5.02,9.01 12/07/12 GUESS INC DE 5.02 12/07/12 Hampden Bancorp, Inc. DE 7.01,9.01 12/12/12 HANDENI GOLD INC. NV 8.01,9.01 12/12/12 HANDLEMAN CO /MI/ MI 8.01 12/12/12 HARDINGE INC NY 5.02 12/10/12 HELIX ENERGY SOLUTIONS GROUP INC MN 1.01,5.02,9.01 12/13/12 HEXCEL CORP /DE/ DE 7.01,9.01 12/12/12 HOMEAWAY INC DE 5.02 12/13/12 HOVNANIAN ENTERPRISES INC DE 2.02,9.01 12/13/12 HUDSON VALLEY HOLDING CORP NY 5.02 12/07/12 IDENTIVE GROUP, INC. DE 5.02 12/09/12 ILLINOIS TOOL WORKS INC DE 5.02,5.03,9.01 12/07/12 ILLUMINA INC DE 8.01 12/13/12 IMPAX LABORATORIES INC DE 5.02,9.01 12/13/12 IMPERIAL PETROLEUM INC NV 1.01,9.01 12/10/12 INERGY MIDSTREAM, L.P. 1.01,2.01,2.03,3.02, 12/07/12 7.01,9.01 INFINITY PHARMACEUTICALS, INC. DE 1.01,8.01,9.01 12/13/12 INFOSONICS CORP 3.01 12/10/12 INKSURE TECHNOLOGIES INC. DE 8.01 12/12/12 Inland Diversified Real Estate Trust, MD 7.01,9.01 12/13/12 INPHI Corp DE 5.02 12/09/12 Intellicheck Mobilisa, Inc. DE 7.01,9.01 12/13/12 INTELLIGENT COMMUNICATION ENTERPRISE PA 5.02 12/10/12 INTERACTIVE DATA CORP/MA/ DE 8.01,9.01 12/13/12 INTERNATIONAL PAPER CO /NEW/ NY 1.01,7.01,9.01 12/12/12 INTERSIL CORP/DE DE 5.02,9.01 12/13/12 Invesco Ltd. D0 8.01 12/10/12 Jazz Pharmaceuticals plc L2 8.01 12/13/12 KEY TECHNOLOGY INC OR 8.01,9.01 12/13/12 LAKELAND INDUSTRIES INC DE 2.02,9.01 12/13/12 LAS VEGAS SANDS CORP NV 1.02,5.02 12/11/12 LEGG MASON, INC. MD 2.06,8.01,9.01 12/13/12 LEVI STRAUSS & CO DE 5.02,9.01 12/10/12 Life Nutrition Products, Inc DC 1.01,9.01 12/07/12 LOCKHEED MARTIN CORP MD 8.01,9.01 12/13/12 Manitex International, Inc. MI 1.01,2.03,9.01 12/12/12 MATTRESS FIRM HOLDING CORP. DE 5.02 12/11/12 MCDONALDS CORP DE 7.01 12/10/12 AMEND Medley Capital Corp DE 1.01,2.03,9.01 12/07/12 METLIFE INC DE 2.02,7.01,9.01 12/13/12 Midway Gold Corp A1 1.01,3.02,5.02,5.03, 12/13/12 7.01,9.01 MINDEN BANCORP, INC. LA 7.01,9.01 12/12/12 MIPS TECHNOLOGIES INC DE 8.01,9.01 12/12/12 MISSION WEST PROPERTIES INC CA 1.01,5.07,9.01 12/12/12 ModusLink Global Solutions Inc DE 3.01,9.01 12/11/12 Motorola Solutions, Inc. DE 5.02 12/12/12 MPHASE TECHNOLOGIES INC NJ 3.02 12/13/12 NASB FINANCIAL INC MO 2.02,9.01 12/13/12 NEDAK ETHANOL, LLC NE 8.01 12/13/12 NEWLINK GENETICS CORP 8.01,9.01 12/13/12 NEWMARKET CORP VA 8.01,9.01 12/13/12 Nielsen Holdings N.V. P7 1.01,5.02 12/13/12 NORDSON CORP OH 2.02,9.01 12/13/12 NORTHEAST UTILITIES MA 7.01,9.01 12/12/12 Northwest Bancshares, Inc. MD 8.01,9.01 12/13/12 NORWOOD FINANCIAL CORP PA 8.01,9.01 12/13/12 Novation Holdings Inc FL 2.01,9.01 12/06/12 NTS REALTY HOLDINGS LP DE 8.01,9.01 12/12/12 Nuance Communications, Inc. DE 5.02 12/07/12 NUVASIVE INC DE 8.01 12/10/12 OAKRIDGE HOLDINGS INC MN 5.07 12/10/12 OFS Capital Corp DE 8.01,9.01 12/13/12 ORBITAL SCIENCES CORP /DE/ DE 1.01,2.03,9.01 12/12/12 OSI SYSTEMS INC DE 5.07 12/12/12 OURPETS CO CO 1.01,2.03,3.02,9.01 12/07/12 Pacific Ethanol, Inc. DE 5.07 12/13/12 PATTERSON COMPANIES, INC. MN 5.02,9.01 12/10/12 PG&E Corp CA 7.01,9.01 12/12/12 PHH CORP MD 1.01,8.01,9.01 12/07/12 PHOTOMEDEX INC DE 8.01,9.01 12/13/12 Piedmont Office Realty Trust, Inc. MD 8.01 12/06/12 PIER 1 IMPORTS INC/DE DE 2.02,7.01,9.01 12/13/12 PITNEY BOWES INC /DE/ DE 8.01,9.01 12/07/12 PLAINS EXPLORATION & PRODUCTION CO DE 9.01 11/30/12 AMEND PMC COMMERCIAL TRUST /TX TX 5.02,9.01 12/11/12 PREMIERWEST BANCORP OR 1.01,5.02 12/13/12 PROGRESS SOFTWARE CORP /MA MA 5.02,9.01 12/07/12 PROGRESS SOFTWARE CORP /MA MA 2.01,9.01 12/07/12 PROGRESS SOFTWARE CORP /MA MA 5.02,7.01,9.01 12/07/12 PROSPECT GLOBAL RESOURCES INC. NV 7.01,9.01 12/13/12 PROSPERITY BANCSHARES INC TX 7.01,8.01,9.01 12/10/12 ProUroCare Medical Inc. NV 5.02,9.01 12/12/12 PSS WORLD MEDICAL INC FL 8.01,9.01 12/10/12 QUIKSILVER INC DE 2.02,8.01,9.01 12/13/12 RAINMAKER SYSTEMS INC DE 5.02,9.01 12/11/12 RARE ELEMENT RESOURCES LTD A1 5.07 12/11/12 ReachLocal Inc 8.01,9.01 12/13/12 RealD Inc. DE 8.01,9.01 12/13/12 REGAL BELOIT CORP WI 8.01,9.01 12/13/12 REMY INTERNATIONAL, INC. DE 8.01 12/13/12 REXAHN PHARMACEUTICALS, INC. DE 8.01 12/07/12 RIGEL PHARMACEUTICALS INC DE 8.01,9.01 12/13/12 RIVER VALLEY BANCORP IN 5.02,9.01 12/11/12 ROYAL HAWAIIAN ORCHARDS, L.P. DE 5.02 12/05/12 Ryman Hospitality Properties, Inc. DE 8.01,9.01 12/13/12 SATCON TECHNOLOGY CORP DE 1.01,9.01 12/08/12 SAVANNAH BANCORP INC GA 3.01,3.03,5.01,9.01 12/13/12 SCANSOURCE INC SC 5.02,9.01 12/12/12 SEARS HOLDINGS CORP DE 5.02 12/12/12 Sensata Technologies Holding N.V. P7 8.01,9.01 12/11/12 SEQUENOM INC DE 5.02,9.01 12/10/12 SHAW GROUP INC LA 8.01,9.01 12/13/12 SHILOH INDUSTRIES INC DE 5.02 12/09/12 Shire plc 8.01,9.01 12/13/12 SIERRA RESOURCE GROUP INC NV 5.02,7.01 12/09/12 SIMULATIONS PLUS INC 7.01,9.01 12/13/12 SINOHUB, INC. DE 5.02 12/13/12 SKYWEST INC UT 1.01,8.01,9.01 12/07/12 SMITH A O CORP DE 1.01,2.03,9.01 12/12/12 SMSA Humble Acquisition Corp NV 5.01,5.02,9.01 12/05/12 SOTHEBYS DE 8.01,9.01 12/13/12 SOUNDBITE COMMUNICATIONS INC 8.01,9.01 12/13/12 Southcross Energy Partners, L.P. DE 2.02,9.01 12/13/12 Spine Pain Management, Inc DE 5.02,9.01 11/30/12 SPIRIT REALTY CAPITAL, INC. MD 8.01,9.01 12/13/12 STAG Industrial, Inc. 9.01 10/09/12 AMEND STARWOOD PROPERTY TRUST, INC. 8.01,9.01 12/13/12 STEIN MART INC FL 5.02,9.01 12/11/12 Stevia Corp NV 7.01,9.01 12/13/12 STRATTEC SECURITY CORP WI 7.01,9.01 12/13/12 SUN COMMUNITIES INC MD 1.01,3.02 12/09/12 SurePure, Inc. NV 1.01,2.01,3.02,4.01, 12/12/12 5.01,5.02,5.03,5.06, 9.01 Swisher Hygiene Inc. DE 5.05,9.01 12/07/12 SYNTA PHARMACEUTICALS CORP 1.01,8.01,9.01 12/12/12 SYNTROLEUM CORP DE 8.01 12/10/12 TCF FINANCIAL CORP DE 8.01,9.01 12/12/12 TELEFLEX INC DE 7.01,9.01 12/13/12 TELLABS INC DE 5.02,9.01 12/12/12 TEMPUR PEDIC INTERNATIONAL INC DE 1.01,2.03,8.01,9.01 12/12/12 TESSERA TECHNOLOGIES INC DE 7.01,9.01 12/13/12 TILE SHOP HOLDINGS, INC. DE 8.01,9.01 12/12/12 Tornier N.V. P7 9.01 10/04/12 AMEND U.S. Well Services, LLC DE 5.02,8.01,9.01 12/10/12 Ubiquiti Networks, Inc. DE 5.02 12/09/12 UNITED SURGICAL PARTNERS INTERNATIONA DE 7.01,9.01 12/13/12 UNIVERSAL DISPLAY CORP \PA\ PA 7.01 12/13/12 US AIRWAYS GROUP INC DE 1.01,2.03,9.01 12/13/12 US ECOLOGY, INC. DE 5.02 12/11/12 VALASSIS COMMUNICATIONS INC DE 8.01,9.01 12/12/12 Vantage Drilling CO E9 3.02 12/07/12 VAPOR CORP. NV 5.02,9.01 12/12/12 VENTAS INC DE 8.01,9.01 12/13/12 VERIFONE SYSTEMS, INC. DE 2.02,9.01 12/13/12 VERINT SYSTEMS INC DE 7.01,9.01 12/13/12 VISTA GOLD CORP B0 7.01,9.01 12/13/12 VITESSE SEMICONDUCTOR CORP DE 8.01 12/11/12 Volcano Corp DE 2.01,9.01 12/12/12 VSE CORP DE 5.02,5.03,9.01 12/07/12 WABCO Holdings Inc. DE 5.03,9.01 12/07/12 Warner Music Group Corp. DE 2.02,9.01 12/13/12 WATERSTONE FINANCIAL INC WI 1.02 12/13/12 WELLS MID-HORIZON VALUE-ADDED FUND I 1.01 12/07/12 WINNEBAGO INDUSTRIES INC IA 7.01,9.01 12/13/12 WYNN RESORTS LTD 5.02,7.01,9.01 12/13/12 XCEL ENERGY INC MN 8.01 12/12/12 XCEL ENERGY INC MN 8.01 12/12/12 ZAGG Inc NV 1.01,1.02,2.03,7.01, 12/07/12 8.01,9.01