U.S. Securities & Exchange Commission
SEC Seal
Home | Previous Page
U.S. Securities and Exchange Commission

SEC NEWS DIGEST

Issue 2013-161
August 21, 2013

ENFORCEMENT PROCEEDINGS

Commission Charges North Carolina-Based Investment Adviser for Misleading Fund Board about Algorithmic Trading Ability

The Securities and Exchange Commission (Commission) today announced charges against a North Carolina-based investment adviser and its former owner for misleading an investment fund's board of directors about the firm's ability to conduct algorithmic currency trading so they would approve the firm's contract to manage the fund.

The SEC's Enforcement Division alleges that Chariot Advisors LLC and Elliott L. Shifman misled the fund's board about the nature, extent, and quality of services that the firm could provide as he touted the competitive benefits of algorithmic trading in two presentations before the board. Contrary to what Shifman told the directors, Chariot Advisors did not devise or otherwise possess any algorithms capable of engaging in the currency trading that Shifman was describing. After the fund was launched, Chariot Advisors did not use an algorithm model to perform the fund's currency trading as represented to the board, but instead hired an individual trader who was allowed to use discretion on trade selection and execution. The misconduct by Shifman and Chariot Advisors caused misrepresentations and omissions in the Chariot fund's registration statement and prospectus filed with the SEC and viewed by investors.

The case arises out of an initiative by the SEC Enforcement Division's Asset Management Unit to focus on the"15(c) process" – a reference to Section 15(c) of the Investment Company Act of 1940 that requires a registered fund's board to annually evaluate the fund's advisory agreements. Advisers must provide the board with the truthful information necessary to make that evaluation. Other enforcement actions taken against misconduct in the investment contract renewal process and fee arrangements include cases against Morgan Stanley Investment Management, a sub-adviser to the Malaysia Fund, and two mutual fund trusts affiliated with the Northern Lights Variable Trust fund complex.

"It is critical that investment advisers provide truthful information to the directors of the registered funds they advise," said Julie M. Riewe, Co-Chief of SEC Enforcement Division's Asset Management Unit."Both boards and advisers have fiduciary duties that must be fulfilled to ensure that a fund's investors are not harmed."

According to the SEC's order instituting administrative proceedings, the false claims by Chariot and Shifman defrauded the Chariot Absolute Return Currency Portfolio, a fund that was formerly within the Northern Lights Variable Trust fund complex. In December 2008 and again in May 2009, Shifman misrepresented to the Chariot fund's board that his firm would implement the fund's investment strategy by using a portion of the fund's assets to engage in algorithmic currency trading. Chariot fund's initial investment objective was to achieve absolute positive returns in all market cycles by investing approximately 80 percent of the fund's assets under management in short-term fixed income securities, and using the remaining 20 percent of the assets under management to engage in algorithmic currency trading.

According to the SEC's order, Chariot Advisors did not have an algorithm capable of conducting such currency trading. The ability to conduct currency trading was particularly significant for the Chariot fund's performance, because in the absence of an operating history the directors focused instead on Chariot Advisors' reliance on models when the board evaluated the advisory contract. Even though Shifman believed that the fund's currency trading needed to achieve a 25 to 30 percent return to succeed, Shifman never disclosed to the board that Chariot Advisors had no algorithm or model capable of achieving such a return.

According to the SEC's order, because Chariot Advisors possessed no algorithm, currency trading for the fund was under the control of an individual trader who was not using an algorithm for at least the first two months after the fund's launch. Shifman had interviewed the trader prior to her hiring and knew that she used a technical analysis, rules-based approach for trading that combined market indicators with her own intuition. The trader traded currencies for the fund until Sept. 30, 2009 when she was terminated due to poor trading performance. Subsequently, Chariot employed a third party who utilized an algorithm to conduct currency trading on behalf of the Chariot fund.

The SEC's order alleges that the misconduct by Chariot and Shifman, who lives in the Raleigh area, resulted in violations of Sections 15(c) and 34(b) of the Investment Company Act of 1940 and Sections 206(1), 206(2), and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the order are true and whether any remedial sanctions are appropriate.

The SEC's investigation was led by Stephen E. Donahue and John G. Westrick of the Asset Management Unit and Atlanta Regional Office as well as Michael D. Watson of the Atlanta office. Pat Huddleston and Shawn Murnahan will lead the Enforcement Division's litigation. John Sherrick and Timothy J. Barker of the Atlanta Regional Office conducted the related examination that led to the investigation. (Press Rel. 2013-162; Rel. 34-70239)

Court Enters Final Judgments by Consent against Defendants Giuseppe Pino Baldassarre and Robert Mouallem

The Commission announced that on August 16, 2013, the Honorable Allyne R. Ross, United States District Court Judge for the Eastern District of New York, entered final judgments by consent against Defendants Giuseppe Pino Baldassarre and Robert Mouallem. The final judgments permanently enjoin Baldassarre and Mouallem from future violations of Sections 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The final judgments also (i) order Baldassarre and Mouallem to pay total combined disgorgement and prejudgment interest of $21,932.03, which is deemed satisfied by the forfeiture orders entered against them in a parallel criminal action, and (ii) bar Baldassarre and Mouallem from participating in any offering of penny stock. In addition, the judgment against Baldassarre prohibits him from acting as an officer or director of a public company.

On December 7, 2011, the SEC filed its complaint against Baldassarre, Mouallem, and Malcolm Stockdale alleging that from at least October 2009, they engaged in a fraudulent broker bribery scheme designed to manipulate the market for the common stock of Dolphin Digital Media, Inc. The complaint alleged that they engaged in an undisclosed kickback arrangement with an individual who claimed to represent a group of registered representatives with trading discretion over the accounts of wealthy customers. For further information, please see Litigation Release Number 22182 (December 7, 2011). [SEC v. Giuseppe Pino Baldassarre, Robert Mouallem, and Malcolm Stockdale, Civil Action No. 11 Civ. 5970 (ARR) (E.D.N.Y.)] (LR-22785)

Commission Charges Principal of Purported Biomedical Company with Fraud

The Commission charged the principal of a purported Indianapolis biomedical company in a scheme that netted the principal over $500,000 in illicit profits.

The SEC alleges that Timothy E. Cook, the CEO and principal shareholder of Xytos, Inc., misrepresented the company to the investing public as an operational biomedical company. Meanwhile, Cook sold millions of his own Xytos shares on the open market and lived off the more than $400,000 in proceeds from those fraudulent sales. The SEC further alleges that Cook generated over $100,000 from private offerings in which he used false and misleading offering documents and misappropriated investor funds.

The Commission's complaint alleges that Cook and Xytos violated the antifraud provisions of the securities laws in Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and Section 17(a) of the Securities Act of 1933 (Securities Act); that Cook aided and abetted these violations; and that Cook is liable for the Exchange Act violations as a control person of Xytos. Finally, the complaint alleges that Cook and Asia Equities engaged in unregistered offerings in violation of Section 5(a) and 5(c) of the Securities Act. The Commission's complaint seeks permanent injunctions, civil penalties, disgorgement and prejudgment interest against all defendants. As to Cook, the complaint also seeks penny stock and officer and director bars.

The Commission acknowledges the assistance of the Financial Industry Regulatory Authority. [SEC v. Timothy E. Cook, et al., Civil Action No. 13-cv-1312 (S.D. Ind., filed August 19, 2013)] (LR- 22783)

Commission Orders Hearing on Registration Suspension or Revocation against Four Public Companies for Failure to Make Required Periodic Filings

Today, the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registrations of each class of the securities of four companies for failure to make required periodic filings with the Commission:

• Advantage Technologies, Inc.
• Electronic Game Card, Inc. (EGMIQ)
• Faucet Impressions International, Inc. (f/k/a Europa Acquisition V, Inc.)
• Molecular Imaging Corp.

In this Order, the Division of Enforcement (Division) alleges that the four issuers are delinquent in their required periodic filings with the Commission.

In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the Administrative Law Judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and/or 13a-13 thereunder, are true. The Administrative Law Judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-70240)

In the Matter of David B. Welliver

The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings and Imposing Remedial Sanctions (Order) against David B. Welliver (“Welliver"). The Order bars Welliver from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization.

The Order finds that, on April 30, 2013, the District Court granted summary judgment as to liability against Welliver and his investment advisory firm, Dblaine Capital, LLC (“Dblaine Capital"), on charges alleging violations of: Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 (“Securities Act"), Section 206(3) of the Investment Advisers Act of 1940 (“Advisers Act"), and Sections 17(a)(2), 22(e), and 34(b) of the Investment Company Act of 1940 (“Investment Company Act") and Rules 22c-1 and 38a-1 thereunder. Securities and Exchange Commission v. Dblaine Capital, LLC and David B. Welliver, Civil Action No. 11 cv 3076 (D. Minn.). The Order further finds that, on August 13, 2013, a final judgment by consent was entered against Welliver and Dblaine Capital, permanently enjoining them from future violations of: Section 17(a) of the Securities Act, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, Sections 206(1), 206(2), 206(3) and 206(4) of the Advisers Act and Rule 206(4) 8 thereunder, and Sections 17(a)(2), 17(e)(1), 22(e), and 34(b) of the Investment Company Act and Rules 22c-1 and 38a-1 thereunder.

The Order finds that the Commission's complaint in the district court action alleged that, from at least October 2010 to August 2011, Welliver breached his fiduciary duty to a mutual fund client, the Dblaine Fund, by, among other things, entering into an improper and undisclosed quid pro quo agreement pursuant to which he and Dblaine Capital obtained $4 million in loans in exchange for investing Dblaine Fund assets in an illiquid private placement that was affiliated with the lender.  The complaint also alleged that Welliver and Dblaine Capital made these investments even though they knew that the investments violated the Dblaine Fund's investments restrictions and policies. The complaint further alleged that Welliver and Dblaine Capital fraudulently provided the Dblaine Fund with inaccurate, inflated valuations for the private placement security and, as a result, Welliver and Dblaine Capital caused the Dblaine Fund to misstate its net asset value in various filings and reports, and to offer, sell, and redeem securities at a price other than its current net asset value. The complaint also alleged that Welliver and Dblaine Capital engaged in improper affiliated transactions with the Dblaine Fund; improperly suspended redemptions in the fund; and failed to adopt and implement policies and procedures reasonably designed to prevent violations of the federal securities laws. The Commission's complaint alleged that Welliver and Dblaine Capital ultimately discovered that the private placement security was worthless, but continued their fraud by concealing this from Dblaine Fund investors. Finally, the complaint alleged that, while the Dblaine Fund's investors suffered almost total losses as a result of the investment in the private placement, Welliver enriched himself by spending at least $500,000 of the loans proceeds for his personal benefit.   

Welliver consented to the issuance of the Order, without admitting or denying the findings, except with respect to the entry of an injunction and the order of summary judgment. (IA-3654)

In the Matter of Robert A. Gist, Esq.

On August 21, 2013, the Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Rule 102(e)(3) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions as to Robert A. Gist (Gist), an Atlanta attorney and former sports agent.

The Order finds that on May 31, 2013, the Commission filed a complaint against Gist in SEC v. Robert A. Gist, et al., (Civil Action No. 1:13-CV-01833-AT), in the United States District Court for the Northern District of Georgia. On May 31, 2013, the court entered an order permanently enjoining Gist, by consent, from future violations of Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder. Gist was also ordered to pay $5,400,000 in disgorgement of ill-gotten gains from his misappropriation of investor funds, and prejudgment interest thereon to be calculated from January 1, 2008, and a civil money penalty in the amount to be determined by the Court.

The Commission's complaint alleged that, in connection with the sale of securities, Gist misused and misappropriated investor funds, falsely stated to investors that their funds were invested, sent out false account statements indicating that investors funds were fully invested and earning returns, and otherwise engaged in a variety of conduct, which operated as a fraud and deceit on investors. The complaint also alleged that for a portion of the time of the alleged misconduct, Gist was a registered representative of a Commission-registered broker-dealer, and that for a later portion of the time of the alleged misconduct, Gist acted as an unregistered broker-dealer.

Gist, without admitting or denying the findings, consented to the issuance of the Order, which suspends him from appearing or practicing before the Commission as an attorney. (Rel. 34-70243)

Investment company orders

Separate Account III of National Integrity Life Insurance Company

An order has been issued on an application filed by Separate Account III of National Integrity Life Insurance Company pursuant to Section 8(f) of the Investment Company Act of 1940 declaring that it has ceased to be an investment company. (IC-30656)

Separate Account III of Integrity Life Insurance Company

An order has been issued on an application filed by Separate Account III of Integrity Life Insurance Company pursuant to Section 8(f) of the Investment Company Act of 1940 declaring that it has ceased to be an investment company. (IC-30657)

Orders of Deregistration Under the Investment Company Act of 1940

Orders have been issued under Section 8(f) of the Investment Company Act of 1940 declaring that each of the following has ceased to be an investment company:

JHW Pan Asia Strategies TE Fund, LLC [File No. 811-22381]

[Rel. No. IC-30658]

JHW Pan Asia Strategies Fund, LLC [File No. 811-22382]

[Rel. No. IC-30659]

JHW Pan Asia Strategies Master Fund, LLC [File No. 811-22383]

[Rel. No. IC-30660]

CAMCO Investors Trust [File No. 811-21966]

[Rel. No. IC-30661]

Dreman Contrarian Funds [File No. 811-22118]

[Rel. No. IC-30662]

FocusShares Trust [File No. 811-22128]

[Rel. No. IC-30663]

Hatteras Variable Trust [File No. 811-22660]

[Rel. No. IC-30664]

Javelin Exchange-Traded Trust [File No. 811-22125]

[Rel. No. IC-30665]

Rochdale Investment Trust [File No. 811-8685]

[Rel. No. IC-30666]

Stonebridge Funds Trust [File No. 811-749]

[Rel. No. IC-30667]

Multi-Manager Portfolio, LLC [File No. 811-22300]

[Rel. No. IC-30668]

Multi-Manager TEI Portfolio, LLC [File No. 811-22301]

[Rel. No. IC-30669]

Multi-Manager Master Portfolio, LLC [file No. 811-22302]

[Rel. No. IC-30670]

Self-regulatory organizations

Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by BATS Y-Exchange, Inc. to modify BYX registration and continuing education requirements (SR-BYX-2013-028) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 19th. (Rel. 34-70236)

A proposed rule change filed by BATS Exchange, Inc. to modify BATS registration and continuing education requirements (SR-BATS-2013-046) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 19th. (Rel. 34-70237)

A proposed rule change filed by The NASDAQ Stock Market LLC (SR-NASDAQ-2013-109) modifying NASDAQ's optional anti-internalization functionality has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 19th. (Rel. 34-70241)

A proposed rule change filed by NASDAQ OMX PHLX LLC (SR-Phlx-2013-76) relating to the discontinuation of the differentiation of Price Improvement XL orders of less than 50 contracts has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934.  Publication is expected in the Federal Register during the week of August 19th. (Rel. 34-70242)

The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.

Registration statements may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.

S-1     ROI Acquisition Corp. II, 601 LEXINGTON AVENUE, 51ST FLOOR, NEW YORK, 
        NY, 10022, 212-825-0400 - 0 ($143,750,000.00) Other, (File 333-190721 - 
        Aug. 20) (BR. 11A)

S-1     STERLING CONSOLIDATED Corp, 1105 GREEN GROVE ROAD, NEPTUNE, NJ, 07753, 
        732 918 8004 - 4,955,918 ($1,139,861.00) Equity, (File 333-190722 - 
        Aug. 20) (BR. 06C)

S-4     GERMAN AMERICAN BANCORP, INC., 711 MAIN ST, P O BOX 810, JASPER, IN, 
        47546, 8124821314 - 614,186 ($13,543,646.00) Equity, (File 333-190723 - 
        Aug. 20) (BR. 07C)

S-8     Third Point Reinsurance Ltd., THE WATERFRONT, CHESNEY HOUSE, 
        96 PITTS BAY ROAD, PEMBROKE, D0, HM 08, 1 441 542 3308 - 
        0 ($282,422,671.00) Equity, (File 333-190724 - Aug. 20) (BR. 01A)

S-1     PBF Energy Inc., 1 SYLVAN WAY, PARSIPPANY, NJ, 07054, 973-455-7500 - 
        0 ($143,046,477.00) Equity, (File 333-190725 - Aug. 20) (BR. 04A)

S-1     MILESTONE INTERNATIONAL, CORP., 9 TANKOVAYA STREET, STE 2, KALININGRAD, 
        1Z, 236038, 40312210477 - 4,000,000 ($80,000.00) Equity, 
        (File 333-190726 - Aug. 20) (BR. 03)

S-1     Tomichi Creek Outfitters, P.O. BOX 123, SARGENTS, CO, 81248, 
        719-429-4042 - 3,000,000 ($30,000.00) Equity, (File 333-190727 - 
        Aug. 20) (BR. 05)

S-1     Marika Inc., 2360 CORPORATE CIRCLE SUITE 400, HENDERSON, NV, 89074, 
        702-425-4332 - 5,000,000 ($100,000.00) Equity, (File 333-190728 - 
        Aug. 20) (BR. )

S-8     DHT Holdings, Inc., CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON, D0, 
        HM 11, 1 441 299-4912 - 620,000 ($2,604,000.00) Equity, 
        (File 333-190729 - Aug. 20) (BR. 05A)

S-4     SPARTAN STORES INC, 850 76TH ST SW, P O BOX 8700, GRAND RAPIDS, MI, 
        49518, 6168782000 - 0 ($409,694,400.00) Equity, (File 333-190730 - 
        Aug. 20) (BR. 02B)

S-1     VANTAGESOUTH BANCSHARES, INC., 3600 GLENWOOD AVENUE, SUITE 300, 
        RALEIGH, NC, 27612-4955, (919) 659-9000 - 0 ($50,000,000.00) Equity, 
        (File 333-190731 - Aug. 20) (BR. 07B)

S-4     VERISIGN INC/CA, 12061 BLUEMONT WAY, ATTN: GENERAL COUNSEL, RESTON, VA, 
        20190, 7039483200 - 0 ($750,000,000.00) Debt, (File 333-190732 - 
        Aug. 20) (BR. 03B)

S-8     CISCO SYSTEMS, INC., 170 WEST TASMAN DR, SAN JOSE, CA, 95134-1706, 
        4085264000 - 935,253 ($10,748,191.66) Equity, (File 333-190733 - 
        Aug. 20) (BR. 03C)

S-8     Athlon Energy Inc., 420 THROCKMORTON STREET, SUITE 1200, FORT WORTH, 
        TX, 76102, 817-984-8200 - 0 ($228,396,000.00) Equity, 
        (File 333-190734 - Aug. 20) (BR. 04A)

S-8     QUINSTREET, INC, 950 TOWER LANE, 6TH FLOOR, FOSTER CITY, CA, 94404, 
        650-578-7700 - 2,567,506 ($22,850,803.40) Equity, (File 333-190735 - 
        Aug. 20) (BR. 03B)

S-3ASR  MBIA INC, 113 KING ST, ARMONK, NY, 10504, 914-273-4545 - 
        0 ($0.00) Unallocated (Universal) Shelf, (File 333-190737 - Aug. 20) 
        (BR. 01A)

S-8     MBIA INC, 113 KING ST, ARMONK, NY, 10504, 914-273-4545 - 
        0 ($2,488,000.00) Equity, (File 333-190738 - Aug. 20) (BR. 01A)

        

Recent 8K Filings

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

1.01

Entry into a Material Definitive Agreement

1.02

Termination of a Material Definitive Agreement

1.03

Bankruptcy or Receivership

2.01

Completion of Acquisition or Disposition of Assets

2.02

Results of Operations and Financial Condition

2.03

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

2.04

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

2.05

Cost Associated with Exit or Disposal Activities

2.06

Material Impairments

3.01

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

3.02

Unregistered Sales of Equity Securities

3.03

Material Modifications to Rights of Security Holders

4.01

Changes in Registrant's Certifying Accountant

4.02

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

5.01

Changes in Control of Registrant

5.02

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

5.03

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

5.04

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans

5.05

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

5.06

Change in Shell Company Status

6.01

ABS Informational and Computational Material.

6.02

Change of Servicer or Trustee.

6.03

Change in Credit Enhancement or Other External Support.

6.04

Failure to Make a Required Distribution.

6.05

Securities Act Updating Disclosure.

7.01

Regulation FD Disclosure

8.01

Other Events

9.01

Financial Statements and Exhibits

8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.

                                        STATE
NAME OF ISSUER                          CODE     8K ITEM NO.          DATE        COMMENT


3D SYSTEMS CORP                         DE       8.01,9.01            08/20/13

ABIOMED INC                             DE       5.07                 08/14/13

ACI WORLDWIDE, INC.                     DE       1.01,2.03,9.01       08/20/13

ADCARE HEALTH SYSTEMS, INC              OH       2.02,9.01            08/14/13

Advaxis, Inc.                           DE       5.02,8.01,9.01       08/14/13

AFFYMAX INC                             DE       1.01                 08/15/13

Agricon Global Corp                     DE       8.01,9.01            08/20/13

ALERE INC.                              DE       5.07                 08/07/13    AMEND

ALEXION PHARMACEUTICALS INC             DE       8.01                 08/19/13

Ally Financial Inc.                     DE       1.01,3.02,5.07,9.01  08/19/13

AMBASE CORP                             DE       8.01                 08/20/13

American Realty Capital Properties, I   MD       8.01,9.01            08/20/13

AMERICAN WOODMARK CORP                  VA       2.02,9.01            08/20/13

Ampio Pharmaceuticals, Inc.             DE       7.01,8.01,9.01       08/14/13

ANALOG DEVICES INC                      MA       2.02,9.01            08/20/13

ANDAIN, INC.                            NV       4.01,9.01            01/28/13    AMEND

ANTARES PHARMA, INC.                    DE       5.02                 08/15/13

Athlon Energy Inc.                      DE       1.01,2.03,9.01       08/14/13

Atlantic Coast Financial CORP           MD       5.07                 08/16/13

ATRION CORP                             DE       5.02,5.03,9.01       08/14/13

AUDIENCE INC                            DE       5.02,9.01            08/16/13

AUXILIUM PHARMACEUTICALS INC            DE       8.01                 08/16/13

BARNES & NOBLE INC                      DE       2.02,9.01            08/20/13

Bergio International, Inc.              DE       2.02,7.01,9.01       08/20/13

BEST BUY CO INC                         MN       2.02,9.01            08/20/13

BIOLASE, INC                            DE       7.01,9.01            08/19/13

BJs RESTAURANTS INC                     CA       8.01,9.01            08/20/13

BOK FINANCIAL CORP ET AL                OK       5.02                 08/16/13

BOLDFACE GROUP, INC.                    NV       5.02                 08/14/13

Bonds.com Group, Inc.                   DE       5.07                 07/17/13    AMEND

Booz Allen Hamilton Holding Corp        DE       1.01,2.03,9.01       08/16/13

BOTTOMLINE TECHNOLOGIES INC /DE/        DE       1.01,2.01,8.01,9.01  08/20/13

BOTTOMLINE TECHNOLOGIES INC /DE/        DE       2.02,9.01            08/20/13

CABCO SERIES 2004-101 TRUST (GOLDMAN             8.01,9.01            08/15/13

CalAmp Corp.                            DE       8.01                 08/19/13

CAMPBELL FUND TRUST                     DE       3.02                 08/20/13

CAREER EDUCATION CORP                   DE       8.01                 08/19/13

CATERPILLAR INC                         DE       7.01                 08/20/13

CBRE GROUP, INC.                        DE       5.02,9.01            08/14/13

CHANCELLOR GROUP INC.                   NV       1.01,2.03,9.01       08/15/13

CHINA EDUCATION ALLIANCE INC.           NC       2.02,9.01            08/14/13

China Housing & Land Development, Inc   NV       2.02,7.01,9.01       08/14/13

COGENT COMMUNICATIONS GROUP INC                  1.01,2.03,9.01       08/19/13

Colonial Financial Services, Inc.                8.01,9.01            08/15/13

Commercial Vehicle Group, Inc.          DE       5.02,9.01            08/14/13

CONNECTICUT WATER SERVICE INC / CT      CT       8.01,9.01            08/20/13

CORINTHIAN COLLEGES INC                          7.01                 08/20/13

CORNERSTONE THERAPEUTICS INC            DE       8.01                 08/15/13

CoroWare, Inc,                          DE       4.01,9.01            08/15/13    AMEND

CPI AEROSTRUCTURES INC                  NY       1.01,5.02            08/15/13

Creative App Solutions, Inc.            NV       5.02                 08/08/13    AMEND

CROSS TIMBERS ROYALTY TRUST             TX       2.02,9.01            08/20/13

CRYOLIFE INC                            FL       8.01,9.01            08/19/13

DAKTRONICS INC /SD/                     SD       2.02,9.01            08/20/13

Desert Canadians Ltd.                   DE       1.01,9.01            08/15/13

DICKS SPORTING GOODS INC                DE       2.02,8.01,9.01       08/14/13

DICKS SPORTING GOODS INC                DE       7.01                 08/20/13

DILLARDS INC                            DE       5.03,9.01            08/20/13

Discovery Communications, Inc.          DE       8.01,9.01            08/19/13

DOLE FOOD CO INC                        DE       1.01,9.01            08/19/13

DOLPHIN DIGITAL MEDIA INC               NV       4.02                 08/14/13

DOMINION RESOURCES BLACK WARRIOR TRUS   DE       2.02,9.01            08/19/13

DREW INDUSTRIES INC                     DE       8.01,9.01            08/20/13

ECLIPSE IDENTITY RECOGNITION Corp       NV       4.01,9.01            08/01/13

Employers Holdings, Inc.                NV       5.02,9.01            08/20/13

Enduro Royalty Trust                    DE       2.02,9.01            08/20/13

ENERGY XXI (BERMUDA) LTD                D0       2.02,9.01            08/20/13

EON COMMUNICATIONS CORP                 DE       9.01                 08/20/13

EPLUS INC                               DE       8.01                 08/16/13

ERA GROUP INC.                          DE       5.02                 08/19/13

EVEREST RE GROUP LTD                    D0       5.02,9.01            08/16/13

EveryWare Global, Inc.                  DE       5.02,9.01            08/14/13

ExOne Co                                DE       1.01,5.02,5.03,5.07, 08/14/13
						9.01          

Federal Home Loan Bank of Atlanta       X1       2.03                 08/14/13

Federal Home Loan Bank of Chicago       X1       2.03                 08/14/13

Federal Home Loan Bank of Cincinnati    X1       2.03,9.01            08/14/13

Federal Home Loan Bank of Indianapoli   X1       7.01,9.01            08/20/13

Federal Home Loan Bank of Indianapoli   X1       2.03,9.01            08/20/13

Federal Home Loan Bank of New York      X1       2.03,9.01            08/14/13

Federal Home Loan Bank of Pittsburgh    PA       2.03,9.01            08/14/13

Federal Home Loan Bank of San Francis   X1       2.03                 08/14/13

Federal Home Loan Bank of Topeka                 2.03,9.01            08/15/13

FNB CORP/FL/                            FL       7.01,9.01            08/20/13

FROZEN FOOD EXPRESS INDUSTRIES INC      TX       1.01,3.01,3.03,5.01, 08/16/13
						5.02,5.03,8.01,9.01        

FS Bancorp, Inc.                                 7.01,9.01            08/20/13

FULL HOUSE RESORTS INC                  DE       1.01,9.01            08/16/13

Fuse Science, Inc.                      NV       5.02                 08/19/13

GAIN Capital Holdings, Inc.             DE       7.01,9.01            08/16/13

GENSPERA INC                            DE       1.01,3.02,5.07,9.01  08/16/13

GEOSPACE TECHNOLOGIES CORP              DE       5.07                 08/20/13

Global Vision Holdings, Inc.            NV       2.03                 08/14/13

GRANITE CITY FOOD & BREWERY LTD.        MN       5.02,9.01            08/16/13

GRANT PARK FUTURES FUND LIMITED PARTN   IL       7.01,9.01            07/31/13

H&R BLOCK INC                           MO       5.02,9.01            08/16/13

HANMI FINANCIAL CORP                    DE       8.01,9.01            08/20/13

HASTINGS ENTERTAINMENT INC              TX       2.02,9.01            08/19/13

HERTZ GLOBAL HOLDINGS INC                        3.02                 08/14/13

HOME DEPOT INC                          DE       2.02,9.01            08/20/13

HUGOTON ROYALTY TRUST                   TX       2.02,8.01,9.01       08/20/13

Huixin Waste Water Solutions, Inc.      E9       8.01,9.01            08/15/13

IMAGENETIX INC /NV/                     NV       8.01,9.01            08/20/13

IMMUNOMEDICS INC                        DE       5.02,9.01            08/15/13

INDEPENDENCE REALTY TRUST, INC          MD       1.01,3.03,5.03,9.01  08/19/13

INSTEEL INDUSTRIES INC                  NC       8.01,9.01            08/20/13

Intelligent Highway Solutions, Inc.     NV       4.01,9.01            08/06/13

INTERMOLECULAR INC                      DE       7.01                 08/20/13

INTERNATIONAL GAME TECHNOLOGY           NV       7.01,9.01            08/20/13

INTUIT INC                              DE       2.02,8.01,9.01       08/20/13

IRON MOUNTAIN INC                       DE       5.02                 08/16/13

J C PENNEY CO INC                       DE       2.02,9.01            08/20/13

JOHNSON & JOHNSON                       NJ       8.01,9.01            08/19/13

KBS Legacy Partners Apartment REIT, I   MD       1.01,9.01            08/14/13

KEY TRONIC CORP                         WA       2.02,9.01            08/20/13

KITARA MEDIA CORP.                      DE       5.02,5.03,9.01       08/19/13

L & L ENERGY, INC.                      NV       5.02                 08/20/13

LA-Z-BOY INC                            MI       2.02,9.01            08/20/13

LAKELAND BANCORP INC                    NJ       7.01,9.01            08/20/13

LANNETT CO INC                          DE       1.01,9.01            08/19/13

LEXMARK INTERNATIONAL INC /KY/          DE       8.01,9.01            08/20/13

LIBBEY INC                              DE       5.02                 08/19/13

Lion Lam Diamond Inc                             4.01,9.01            08/20/13

LogMeIn, Inc.                           DE       5.02,9.01            08/16/13

MACROSOLVE INC                          OK       4.01                 08/19/13

MAM SOFTWARE GROUP, INC.                DE       5.02,8.01,9.01       08/20/13

MARINE PETROLEUM TRUST                  TX       7.01,9.01            08/20/13

Market Leader, Inc.                     WA       2.01,3.01,3.03,5.01, 08/20/13
						5.02,5.03,9.01

Marlborough Software Development Hold   DE       1.01,8.01,9.01       08/20/13

MBIA INC                                CT       8.01,9.01            08/20/13

MEDICAL PROPERTIES TRUST INC                     8.01,9.01            08/15/13

MEDTRONIC INC                           MN       2.02,9.01            08/20/13

META FINANCIAL GROUP INC                DE       7.01,9.01            08/20/13

METHES ENERGIES INTERNATIONAL LTD       NV       1.01,2.03,9.01       08/16/13

MICROCHIP TECHNOLOGY INC                DE       5.07                 08/20/13

Midway Gold Corp                        A1       5.02,7.01,9.01       08/20/13

Momentive Performance Materials Inc.    DE       5.02                 08/19/13

Nano Mask, Inc.                         NV       5.02                 08/19/13

National American University Holdings   DE       8.01,9.01            08/19/13

National CineMedia, Inc.                DE       5.02                 08/14/13

NETLIST INC                             DE       5.02,9.01            08/20/13

Nexeo Solutions Holdings, LLC           DE       7.01,9.01            08/20/13

NORD RESOURCES CORP                     DE       5.03                 09/29/10

NORD RESOURCES CORP                     DE       5.03                 08/01/11

Nuance Communications, Inc.             DE       1.01,3.03,5.03,8.01, 08/19/13
						9.01          

NV ENERGY, INC.                         NV       8.01,9.01            08/20/13

ONEOK INC /NEW/                         OK       7.01,9.01            08/19/13

ONEOK Partners LP                       DE       7.01,9.01            08/19/13

Orion Marine Group Inc                           8.01                 08/14/13

ORRSTOWN FINANCIAL SERVICES INC         PA       7.01                 08/15/13

PANTRY INC                              DE       1.01,9.01            08/15/13

PDL BIOPHARMA, INC.                     DE       1.01,2.03            08/15/13

Pernix Group, Inc.                               2.02,7.01,9.01       08/14/13

Pershing Gold Corp.                     NV       1.01,3.02            08/15/13

PHARMACYCLICS INC                       DE       5.02                 08/14/13

PHH CORP                                MD       1.01,2.03,8.01,9.01  08/20/13

Phillips Edison - ARC Shopping Center   MD       8.01,9.01            08/20/13

PLAINS ALL AMERICAN PIPELINE LP         DE       1.01,2.03,7.01,8.01, 08/16/13
						9.01          

PRINCE MEXICO S.A., INC.                NV       1.01,2.01,3.02,5.03, 07/06/12
						5.06,8.01,9.01

PRINCE MEXICO S.A., INC.                NV       1.01,2.01,3.02,5.03, 07/06/12    AMEND
						5.06,8.01,9.01

PROGAMING PLATFORMS CORP                DE       5.02,9.01            08/20/13

PURE BIOSCIENCE, INC.                   DE       1.01,3.01,3.02,5.02, 08/13/13
						8.01,9.01     

Quinpario Acquisition Corp.                      8.01                 08/14/13

Rainbow Coral Corp.                     FL       4.01,9.01            08/19/13

Rango Energy, Inc.                      NV       8.01,9.01            08/15/13

REAL HIP-HOP NETWORK, INC               DE       1.01,9.01            08/14/13

RECOVERY ENERGY, INC.                   NV       3.01                 08/19/13

RED MOUNTAIN RESOURCES, INC.            FL       8.01,9.01            08/20/13

REPROS THERAPEUTICS INC.                DE       8.01,9.01            08/20/13

Retrophin, Inc.                         OK       1.01,3.02,8.01,9.01  08/14/13

REVLON CONSUMER PRODUCTS CORP           DE       8.01,9.01            08/20/13

REVLON INC /DE/                         DE       8.01,9.01            08/20/13

Rhino Resource Partners LP              DE       5.02,9.01            08/19/13

SAExploration Holdings, Inc.            DE       2.02,4.02,9.01       08/19/13

Saker Aviation Services, Inc.           NV       1.01,2.01,9.01       08/15/13

SAN JUAN BASIN ROYALTY TRUST            TX       2.02,9.01            08/20/13

Santander Holdings USA, Inc.            VA       7.01,9.01            08/20/13

SERVICESOURCE INTERNATIONAL, INC.       DE       5.02                 08/19/13

ServisFirst Bancshares, Inc.            DE       5.03,9.01            08/19/13

SMTP, Inc.                              DE       5.02,7.01,9.01       08/15/13

SOUTHWEST IOWA RENEWABLE ENERGY, LLC    IA       5.02                 08/20/13

SOUTHWESTERN PUBLIC SERVICE CO          NM       8.01,9.01            08/20/13

Spectrum Brands, Inc.                   DE       1.01,9.01            08/19/13

STERLING CONSOLIDATED Corp              NV       4.01,9.01            08/06/13    AMEND

Straight Path Communications Inc.       DE       7.01,9.01            08/20/13

STREAMLINE HEALTH SOLUTIONS INC.        DE       7.01,9.01            08/19/13

TALON REAL ESTATE HOLDING CORP.         UT       1.01,3.02,9.01       08/20/13

TEJON RANCH CO                          DE       8.01,9.01            08/20/13

TELOS CORP                              MD       7.01                 08/20/13

TJX COMPANIES INC /DE/                  DE       2.02,9.01            08/20/13

TRAILBLAZER RESOURCES INC.              NV       4.01,9.01            08/16/13

TRANSWITCH CORP /DE                     DE       1.01,3.02,3.03,8.01, 08/16/13
						9.01          

TRULIA, INC.                            DE       2.01,9.01            08/20/13

TRUSTCO BANK CORP N Y                   NY       8.01,9.01            08/20/13

TUESDAY MORNING CORP/DE                 DE       5.02,7.01,9.01       08/19/13

TUESDAY MORNING CORP/DE                 DE       2.02,9.01            08/20/13

UNITED STATES STEEL CORP                DE       5.02,9.01            08/16/13

UNITED STATES STEEL CORP                DE       5.02,9.01            08/16/13

UNITED STATES STEEL CORP                DE       5.02,9.01            08/16/13

URBAN OUTFITTERS INC                    PA       2.02,9.01            08/19/13

UROLOGIX INC                            MN       5.02                 08/14/13

US-BLH BIO-ENGINEERING INT'L, INC.      CA       4.01,9.01            07/12/13

USA Synthetic Fuel Corp                 DE       4.02                 08/08/13    AMEND

VALUECLICK INC/CA                       DE       1.01,2.03,3.03,9.01  08/19/13

VANGUARD HEALTH SYSTEMS INC             DE       2.02,9.01            08/19/13

VANTAGESOUTH BANCSHARES, INC.                    8.01,9.01            08/20/13

VEECO INSTRUMENTS INC                   DE       3.01,9.01            08/14/13

Verso Paper Corp.                       DE       3.01,9.01            08/14/13

VIDEO DISPLAY CORP                      GA       1.01                 08/16/13

WARREN RESOURCES INC                    MD       5.02,9.01            08/19/13

WASHINGTON REAL ESTATE INVESTMENT TRU   MD       5.02,9.01            08/20/13

WCI Communities, Inc.                   DE       2.02,7.01,9.01       08/20/13

West Texas Resources, Inc.              NV       1.01,2.01,2.03,9.01  08/14/13

WFRBS Commercial Mortgage Trust 2013-            8.01,9.01            08/20/13

WIDEPOINT CORP                          DE       2.02,9.01            08/14/13

World Point Terminals, LP               DE       1.01,2.01,2.03,3.02, 08/14/13
						5.02,5.03,9.01

XIANGTIAN (USA) AIR POWER CO., LTD.              5.03,9.01            08/20/13

Your Internet Defender, Inc             NV       4.01,9.01            08/15/13

ZIONS BANCORPORATION /UT/               UT       7.01,9.01            08/19/13


http://www.sec.gov/news/digest/2013/dig082113.htm


Modified: 08/26/2013