SEC NEWS DIGEST

Commission Meetings

Open Meeting on Wednesday, December 16, 2013 at 2:00 p.m.

The Securities and Exchange Commission will hold an Open Meeting on December 16, 2013, at 2:00 p.m., in the Auditorium (Room L-002) at the Commission's headquarters building, to hear oral argument in an appeal by Absolute Potential, Inc. (f/k/a Absolute Waste Services, Inc.) from an initial decision of an administrative law judge.

 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.

In the Matter of A.L. Waters Capital, LLC

The Securities and Exchange Commission (Commission) announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions against A.L. Waters Capital, LLC ("Waters Capital"). The Order finds that, on December 4, 2013, a final judgment was entered by consent against Waters Capital, permanently enjoining it from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. A.L. Waters Capital, LLC, et al., Civil Action Number 12-CV-10783, in the United States District Court for the District of Massachusetts.

The Commission's complaint alleged the following facts: From at least 2009 through at least April 2012, Waters Capital's owner and registered representative, Arnett Waters engaged in a scheme to misappropriate at least $780,000 from at least 9 investors by falsely representing that he would invest their funds in securities through Defendant Waters Capital, a Massachusetts-based limited liability company formed by Waters. Waters and Waters Capital purported to create various private investment "funds" and offered them to potential investors, creating marketing materials and agreements related to these purported funds and distributing them to investors. All of these materials indicated that individuals who bought interests in these funds would be invested in business partnerships holding portfolios of securities and other investment products. Defendants accepted investors' money under the pretense that their money would be invested in the portfolios described in the fund documents. Instead, investors' money was spent on the Waters' personal expenses. Waters, and through him, Waters Capital, made multiple misrepresentations to investors, and to Financial Industry Regulatory Authority and Commission staff, to conceal the fact that investor money had been misappropriated in a fraudulent scheme.

Based on the above, the Order bars Waters Capital from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. Waters Capital consented to the issuance of the Order without admitting or denying any of the findings in the Order. (Rel. 34-71049)

In the Matter of Matthew K. Lazar

The Commission today announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Matthew K. Lazar.

The Order finds that from September 2008 through January 2009, Lazar, a resident of Rochester, New York, was employed by Envit Capital Private Wealth Management, LLC, an unregistered investment adviser. The Order also finds that the Commission filed fraud charges against Lazar in an action titled Securities and Exchange Commission v. Edward M. Laborio, et al., Civil Action Number 1:12-cv-11489-MBB, in the United States District Court for the District of Massachusetts.

The Order finds that the Commission's Complaint alleged that from October through December 2008, Lazar raised $585,000 from 10 investors through the sale of a PIPE (private investment in a public equity) in Envit Capital Group, Inc. by misrepresenting that the PIPE guaranteed an annual 8.5% dividend and that it was safe, like a fixed annuity or a certificate of deposit, despite the fact that the PIPE offering materials stated that "no assurance can be made that [the dividend] will take place." The Complaint further alleged that Lazar admitted that he did not read the PIPE offering documents when he received them, but instead first read them in approximately January 2009, after one of his investors pointed out that the PIPE offering memorandum did not guarantee a dividend. The Complaint also alleged that Lazar induced the purchase of securities without being registered in violation of Section 15 of the Securities Exchange Act of 1934 (Exchange Act).

The Order finds that on November 27, 2013, the court entered a final judgment by consent against Lazar, permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933; Sections 10(b) and 15(a)(1) of the Exchange Act and Rule 10b-5 thereunder; and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. Lazar was also barred for a period of three years from participating in an offering of penny stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any penny stock.

Based on the entry of the permanent injunction against Lazar, the Commission's Order bars Lazar from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, with the right to apply for reentry after three years to the appropriate self-regulatory organization, or if there is none, to the Commission.

Lazar consented to the issuance of the Order. (Rel. 34-71043; see also LR-22881)

In the Matter of Craig Toll, CPA

The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant To Rule 102(e) Of The Commission's Rules Of Practice, Making Findings, And Imposing Remedial Sanctions (Order) forthwith suspending Craig Toll from appearing or practicing before the Commission. The Order, based on the entry of a permanent injunction against Toll in the United States District Court for the Southern District of Florida on November 26, 2013, suspends Toll from appearing or practicing as an accountant. (Rel. 34-71031)

Ranger Alternative Management, L.P. And Ranger Funds Investment Trust

An order has issued on an application filed by Ranger Alternative Management, L.P. and Ranger Funds Investment Trust. The order permits: (a) certain open-end management investment companies or series thereof 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 from 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. (Rel. IC-30824)

ETFis Series Trust I, et al

An order has issued on an application filed by ETFis Series Trust I, et al. The order permits: (a) certain open-end management investment companies or series thereof 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 from 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.  (Rel. IC-30825)

WisdomTree Trust, et al.

An order has issued on an application filed by WisdomTree Trust, et al. The order permits: (a) certain open-end management investment companies or series thereof 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 from 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; (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares; and (f) certain series to perform creations and redemptions of Shares in-kind in a master-feeder structure. (Rel. IC-30826)

Aim Growth Series (Invesco Growth Series), et al.

An order has been issued on an application filed by AIM Growth Series (Invesco Growth Series), et al., exempting applicants from Section 15(a) of the Investment Company Act of 1940 (Act) and Rule 18f-2 under the Act, as well as from certain disclosure requirements. The order permits the applicants to enter into and materially amend subadvisory agreements without shareholder approval and grants relief from certain disclosure requirements. (Rel. IC-30827)

Altegris Advisors, L.L.C., et al.

An order has been issued on an application filed by Altegris Advisors, L.L.C., et al., under Section 12(d)(1)(J) of the Investment Company Act of 1940 (Act) for an exemption from Sections 12(d)(1)(A) and (B) of the Act, under Sections 6(c) and 17(b) of the Act for an exemption from Sections 17(a)(1) and 17(a)(2) of the Act, and under Section 6(c) of the Act for an exemption from Rule 12d1-2(a) under the Act. The order permits (a) certain registered open-end management investment companies that operate as "funds of funds" to acquire shares of certain registered open end management investment companies and unit investment trusts that are within and outside the same group of investment companies as the acquiring investment companies, and (b) funds of funds relying on Rule 12d1-2 under the Act to invest in certain financial instruments.   (Rel. IC-30823)

Guggenheim Equal Weight Enhanced Equity Income Fund
Guggenheim Funds Investment Advisers, LLC,

An order has been issued on an application filed by Guggenheim Equal Weight Enhanced Equity Income Fund and Guggenheim Funds Investment Advisers, LLC, under Section 6(c) of the Investment Company Act of 1940 (Act) for an exemption from Section 19(b) of the Act and Rule 19b-1 under the Act. The order permits a registered closed-end investment company to make periodic distributions of long-term capital gains with respect to its outstanding common shares as frequently as monthly in any one taxable year, and as frequently as distributions are specified by or in accordance with the terms of any outstanding preferred shares that such investment company may issue. (Rel. IC-30822)

Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by International Securities Exchange, LLC regarding the Short Term Options Series Program (SR-ISE-2013-69) 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 9th. (Rel. 34-71034)

A proposed rule change filed by International Securities Exchange, LLC regarding the Short Term Options Series Program (SR-ISE-2013-68) 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 9th. (Rel. 34-71033)

A proposed rule change filed by NASDAQ OMX PHLX relating to routing fees (SR-Phlx-2013-118) 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 9th. (Rel. 34-71040)

A proposed rule change (SR-BATS-2013-061) filed by BATS Exchange, Inc. related to fees for use of BATS Exchange, Inc. has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected to be made in the Federal Register during the week of December 9th. (Rel. 34-71041).

A proposed rule change filed by NASDAQ OMX BX, Inc. to establish fees under Rule 7030(d) for use of the Carteret testing facility test environment (SR-BX-2013-058) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of December 9th. (Rel. 34-71035)

A proposed rule change (SR-BX-2013-060) filed by NASDAQ OMX BX, Inc. relating to routing fees has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected to be made in the Federal Register during the week of December 9th. (Rel. 34-71039).

A proposed rule change filed by the EDGA Exchange, Inc. (SR-EDGA-2013-35) relating to amendments to the EDGA Exchange, Inc. Fee Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected to be made in the Federal Register during the week of December 9th. (Rel. 34-71047).

A proposed rule change filed by the EDGX Exchange, Inc. (SR-EDGX-2013-44) relating to amendments to the EDGX Exchange, Inc. Fee Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected to be made in the Federal Register during the week of December 9th. (Rel. 34-71048)

A proposed rule change filed by The NASDAQ Stock Market LLC to modify the fees and credits under Rules 7014 and 7018 (SR-NASDAQ-2013-150) 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 9th. (Rel. 34-71044)

Notice of Proposed Rule Change

The Options Clearing Corporation (OCC) filed a proposed rule change (File No. SR-OCC-2013-18) under Section 19(b)(1) of the Securities Exchange Act of 1934 concerning the Board of Director's formation of a Governance Committee and its approval of the Governance Committee Charter. The Commission will consider all public comments received on the proposal regardless whether comments are submitted in response to this proposed rule change (File No. SR-OCC-2013-18) or the associated advance notice (File No. SR-OCC-2013-807). Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71030)        

Financial Industry Regulatory Authority, Inc. filed a proposed rule change relating to Alternative Display Facility new entrant (SR-FINRA-2013-052). Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71042)

NYSE Arca, Inc. filed with the Securities and Exchange Commission a proposed rule change (SR-NYSEArca-2013-137), as modified by Amendment No. 1 thereto, pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 to list and trade shares of the Merk Gold Trust pursuant to NYSE Arca Equities Rule 8.201. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71038)

A proposed rule change filed by The NASDAQ Stock Market LLC to amend the listing rules on independence of compensation committee members (SR-NASDAQ-2013-147) 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 9th. (Rel. 34-71037)

EDGX Exchange, Inc. has filed a proposed rule change (SR-EDGX-2013-43) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder in connection with the proposed business combination involving BATS Global Markets, Inc. and Direct Edge Holdings LLC. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71045)

EDGA Exchange, Inc. has filed a proposed rule change (SR-EDGA-2013-34) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder in connection with the proposed business combination involving BATS Global Markets, Inc. and Direct Edge Holdings LLC. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71046)

Notice of Withdrawal of a Proposed Rule Change

ICE Clear Credit LLC withdrew its proposed rule change (File No. SR-ICC-2013-08) to add rules related to the clearing of MCDX Index CDS Contracts and make conforming changes to existing rules. Publication of notice of the withdrawal is expected in the Federal Register during the week of December 9th. (Rel. 34-71032)

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     New Media Investment Group Inc., 1345 AVENUE OF THE AMERICAS, NEW YORK, 
        NY, 10105, (212) 479-5312 - 0 ($329,175,635.00) Equity, 
        (File 333-192736 - Dec. 10) (BR. 05B)

S-1     SPHERIX INC, 6430 ROCKLEDGE DRIVE, #503, BETHESDA, MD, 20817, 
        301-897-2540 - 2,302,615 ($19,871,568.45) Equity, (File 333-192737 - 
        Dec. 10) (BR. 09B)

S-8     Kofax Ltd, 15211 LAGUNA CANYON ROAD, IRVINE, CA, 92618, 441 295 1442 - 
        0 ($137,128,837.00) Equity, (File 333-192739 - Dec. 10) (BR. 03C)

S-8     PROSPER MARKETPLACE INC, 101 SECOND STREET, 15TH FLOOR, SAN FRANCISCO, 
        CA, 94105, 415-593-5400 - 0 ($3,856,705.50) Equity, (File 333-192742 - 
        Dec. 10) (BR. 07C)

S-8     HOMEAWAY INC, 1011 W. 5TH STREET, SUITE 300, AUSTIN, TX, 78703, 
        512-505-1525 - 0 ($241,856,847.00) Equity, (File 333-192743 - Dec. 10) 
        (BR. 03A)

S-8     Pharma-Bio Serv, Inc., INDUSTRIAL ZONE STREET 1, LOT 14, DORADO, PR, 
        00646, 787-278-2709 - 2,500,000 ($4,750,000.00) Equity, 
        (File 333-192744 - Dec. 10) (BR. 08B)

S-3     EXA CORP, 55 NETWORK DRIVE, BURLINGTON, MA, 01803, 781-676-8500 - 
        0 ($139,017,986.00) Equity, (File 333-192745 - Dec. 10) (BR. 03A)

S-8     EXA CORP, 55 NETWORK DRIVE, BURLINGTON, MA, 01803, 781-676-8500 - 
        3,331,315 ($25,041,765.00) Equity, (File 333-192746 - Dec. 10) (BR. 03A)

S-3     AMICUS THERAPEUTICS INC, 6 CEDAR BROOK DRIVE, CRANBURY, NJ, 08512, 
        (609) 662-2000 - 0 ($42,505,963.61) Equity, (File 333-192747 - Dec. 10) 
        (BR. 01B)

S-3     CELL THERAPEUTICS INC, 3101 WESTERN AVENUE, SUITE 600, SEATTLE, WA, 
        98121, 2062827100 - 679,040 ($1,276,595.20) Equity, (File 333-192748 - 
        Dec. 10) (BR. 01A)

S-3     CELL THERAPEUTICS INC, 3101 WESTERN AVENUE, SUITE 600, SEATTLE, WA, 
        98121, 2062827100 - 15,673,981 ($29,467,084.28) Equity, 
        (File 333-192749 - Dec. 10) (BR. 01A)

S-3ASR  HOMEAWAY INC, 1011 W. 5TH STREET, SUITE 300, AUSTIN, TX, 78703, 
        512-505-1525 - 0 ($0.00) Equity, (File 333-192750 - Dec. 10) (BR. 03A)

S-4     CAREFUSION Corp, 3750 TORREY VIEW COURT, SAN DIEGO, CA, 92130, 
        800-684-8880 - 0 ($300,000,000.00) Non-Convertible Debt, 
        (File 333-192752 - Dec. 10) (BR. 10A)

F-3ASR  TEEKAY CORP, 4TH FLOOR, BELVEDERE BUILDING, 69 PITTS BAY ROAD, 
        HAMILTON, D0, HM 08, 604-683-3529 - 0 ($254,391,000.00) Equity, 
        (File 333-192753 - Dec. 10) (BR. 05C)

S-3     CEMPRA, INC., 6320 QUADRANGLE DRIVE, SUITE 100, CHAPEL HILL, NC, 
        27517-8149, 919-313-6617 - 
        0 ($100,000,000.00) Unallocated (Universal) Shelf, (File 333-192754 - 
        Dec. 10) (BR. 01B)

S-3     CLEVELAND BIOLABS INC, 73 HIGH STREET, BUFFALO, NY, 14203, 
        (716) 849-6810 - 0 ($50,000,000.00) Equity, (File 333-192755 - Dec. 10) 
        (BR. 01A)

N-2     Gabelli Global Small & Mid Cap Value Trust, ONE CORPORATE CENTER, RYE, 
        NY, 10580, 914-921-5100 - 0 ($0.00) Other, (File 811-22884 - Dec. 10) 
        (BR. 22)

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

Form 8-K filings can be researched through several SEC EDGAR searches, some of which have item filtering functionality.

• Latest Filings Search, filtered for 8-K, returns the most recent 8-K filings. Item numbers are indicated on the results page. You can also subscribe to the associated RSS.
   
• Boolean Archive Search, allows item searching and filtering by other “header data”. For example, here are 8-Ks filed on 10/30/2013 with Item 8.01. Note, however, that this search lags by one business day. The index is refreshed nightly.
   
• Company Search, allows filtering for 8-K for a specific company. For example, see IBM’s 8-K filings.
   
• EDGAR Full-Text Search, advanced menu, allows searching by 8-K with additional filtering by search phrase, SIC code, and date range. Note that this search only indexes filings from the last 4 years.
   
• Current Events Search shows the most recent filings listed by day.

http://www.sec.gov/news/digest/2013/dig121113.htm