SEC VOTES FRO NEW RULE FOR LARGE TRADER REPORTING REQUIREMENTS

The following is an excerpt from the SEC website: Washington, D.C., July 26, 2011 – The Securities and Exchange Commission today voted unanimously to adopt a new rule establishing large trader reporting requirements to enhance the agency’s ability to identify large market participants, collect information on their trading, and analyze their trading activity. The new rule requires large traders to identify themselves to the SEC, which will then assign each trader a unique identification number. Large traders will provide this number to their broker-dealers, who will be required to maintain transaction records for each large trader and report that information to the SEC upon request. “May 6 dramatically demonstrated the need to enhance the SEC’s ability to quickly and accurately analyze market events. The large trader reporting rule will significantly bolster our ability to oversee the U.S. securities markets in a time when trades can be transacted in milliseconds or faster,” said SEC Chairman Mary L. Schapiro. “This new rule will enable us to promptly and efficiently identify significant market participants and collect data on their trading activity so that we can reconstruct market events, conduct investigations, and bring enforcement actions as appropriate.” The new rule has two primary components: First, it requires large traders to register with the Commission through a new form, Form 13H. Second, it imposes recordkeeping, reporting, and limited monitoring requirements on certain registered broker-dealers through whom large traders execute their transactions. The new rule will be effective 60 days after its publication in the Federal Register."

SEC CHAIRMAN STATEMENT ON LARGE TRADER REPORTING

The following is an excerpt from the SEC website: "Speech by SEC Chairman: Opening Statement at SEC Open Meeting: Item 1 — Large Trader Reporting by Chairman Mary Schapiro U.S. Securities and Exchange Commission Washington, D.C. July 26, 2011 Good morning. This is an Open Meeting of the Securities and Exchange Commission on July 26, 2011. Today, we will consider three items related to Large Trader Reporting, Asset-Backed Securities, and Ratings References. We begin with the new rule that would establish a large trader reporting regime to provide the Commission with better insight into critical segments of market activity. The rule has two primary components: First, it would require large traders to register with the Commission through a new form, Form 13H. Second, it would impose recordkeeping, reporting, and limited monitoring requirements on certain registered broker-dealers through whom large traders execute their transactions. The Commission initially proposed the large trader rule in April 2010. And less than a month later, the importance of this proposal was highlighted when we experienced the “flash crash” of May 6. That day dramatically demonstrated the need to enhance the Commission’s ability to quickly and accurately analyze market events. The fact is we live in a time when trades can be transacted in milliseconds or faster. Large market participants can trade electronically in substantial volumes, at high speed, and in multiple venues. It’s a time of rapid developments in trading technology and strategies. It is for that reason that we launched a comprehensive review of U.S. market structure — a review we initiated months before the flash crash. The large trader rule is one of several measures that grow out of that review — a rule that would enhance the Commission’s ability to obtain information about the most active market participants. This new rule, Rule 13h-1, would significantly bolster our ability to oversee the U.S. securities markets by allowing the Commission to promptly and efficiently identify significant market participants on a cross-market basis, collect data on their trading activity, reconstruct market events, conduct investigations and, as appropriate, bring enforcement matters. The collection of this information is particularly important given the increasingly prominent role played by very active market participants including high-frequency traders. In addition to this large trader rule, the Commission previously proposed establishing a consolidated audit trail for equities and options — a system that would capture customer and order event information for many securities across all markets. I anticipate that a consolidated audit trail would take longer to implement than the rule we are considering today, but it would collect and consolidate much more extensive order and transaction information than that contemplated by the large trader rule. In particular, the large trader regime is much more limited in terms of its scope and objectives. For instance, the technology requirements of this large trader regime should entail much less change than the proposed consolidated audit trail. Further, the large trader rule would leverage existing systems to address the Commission’s compelling near-term need for access to more information about large traders and their trading activities. It also would begin to improve the Commission’s ability to analyze such information. Today’s large trader rule would establish procedures for a large trader to self-identify to the Commission, which will provide important information to the Commission even after a consolidated audit trail is fully implemented. The staff is working on recommendations for Commission consideration with respect to consolidated audit trail, and I am hopeful that we will be able to move forward with that proposal in the very near term. I expect that a consolidated audit trail plan will build on and complement today’s large trader rule, and avoid unnecessary duplication or undue burden on market participants. I would like to thank the staff of the Division of Trading and Markets for their work on this matter, specifically Robert Cook, Gregg Berman, Nathaniel Stankard, James Brigagliano, David Shillman, Richard Holley, Christopher Chow, Gary Rubin, and Kathleen Gray. I also would like to thank staff in the Office of the General Counsel, specifically Mark Cahn, Meridith Mitchell, David Blass, Paula Jenson, and Deborah Flynn as well as staff in the Division of Risk, Strategy, and Financial Innovation including Jennifer Marietta-Westburg, Charles Dale, Adam Glass, and Matthew Kozora. Thanks also to Thomas Sporkin and Mark Lineberry from the Division of Enforcement; Tom Kim, David Orlic, Michele Anderson, and Ann Krauskopf from the Division of Corporation Finance; John Polise from the Office of Compliance Inspections and Examinations; Douglas Scheidt and Stephen Packs from the Division of Investment Management; and Kelly Riley from the Office of International Affairs for their contributions and collaborative efforts. Finally, I would like to thank the other Commissioners and all of our counsels for their work and comments on the rule." Now I'll turn the meeting over to Jamie Brigagliano, Deputy Director of the Division of Trading and Markets, to hear more about the Division’s recommendation."

SEC CHAIRMAN SPEAKS

The following speech is from the SEC website: "Speech by SEC Chairman: Remarks Before the Financial Stability Oversight Council Meeting by Chairman Mary L. Schapiro U.S. Securities and Exchange Commission Washington, D.C. July 18, 2011 After one year, it’s already clear that the Dodd-Frank Act is reshaping the regulatory landscape, filling gaps, reducing systemic risk, and helping to restore confidence in the financial system. And it is beginning to strengthen the financial system so it is less prone to a financial crisis. In the specific area of securities, Dodd-Frank will have a significant impact. It brings hedge fund advisers under the regulatory umbrella, creates a new whistleblower program, establishes an entirely new regime for the over-the-counter derivatives market, enhances the SEC’s authority over credit rating agencies, provides for specialized corporate disclosures, and heightens regulation of asset-backed securities — among other things. Although there is much to do to fully implement the law, we at the SEC have already established a program to incentivize insiders to bring us information about financial fraud. We have already established the process to require hedge fund and other fund advisers to register with the SEC and be subject to our rules. We have already taken advantage of an array of new enforcement tools to pursue fraud. And we have proposed virtually all of the rules necessary to build the regulatory structure for the security-based swaps market. To help fulfill the Act’s promise, the SEC was tasked with writing a large portion of the rules and, over the past year, we have accomplished a great deal. Of the more than 90 mandatory rulemaking provisions, the SEC already has proposed or adopted rules for three-quarters of them (nearly 70). And this does not include additional rules stemming from the dozens of other provisions that give the SEC discretionary rulemaking authority. The rules we’ve proposed and adopted have been strengthened because of the process we’ve put in place. We have increased transparency and made it easier for the public to provide input. And we have forged a collaborative relationship with other federal and international regulators. It is so important that we not forget the harm that the financial crisis inflicted upon our economy and our people, or ignore its lessons. That is one of the reasons it will be critical that all the regulators receive the appropriate funding to be able to fully implement this law and further protect investors — as the law intended. So after one year, I’m pleased with our progress and I’m looking forward to an even busier year to come."

SEC COMMISSIONER LUIS A. AGUILAR SPEAKS AGAIN

The following is an excerpt from the SEC website: Commissioner Luis A. Aguilar U.S. Securities and Exchange Commission Washington, D.C. July 26, 2011 Poorly designed collateralized debt obligations and other asset-backed securities (“ABS”) contributed significantly to the collapse of the credit markets of 2008 and the subsequent financial crisis. These effects are still being felt by American families and businesses. It was demonstrated that the creation and distribution of these instruments significantly increased the degree of risk in our financial system, and caused great harm to investors and to the real economy.1 In response to the problems laid bare by the crisis, in 2010 the SEC proposed amendments to its ABS regulations. Shortly thereafter, Congress, sharing many of the SEC’s concerns, included significant reforms to asset-backed securities in the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). As you have heard this morning, in light of the ABS requirements in the Dodd-Frank Act and the comments received on the 2010 proposal,2 the Commission is re-proposing a subset of its amendments to the ABS regulations primarily regarding shelf eligibility. I would like to highlight that today’s proposals include transactional standards that I hope will better empower investors and begin to level the playing field between investors and ABS sponsors. The proposed rules would require securitization agreements to require that a credit risk manager, an independent third party, scrutinize underlying assets in certain circumstances. We also anticipate these new requirements will facilitate communication between ABS investors, as well as require the adoption of procedures to resolve disputes between the issuer and investors. We are requesting comment on today’s proposals, and I am interested to hear if the rules proposed today, in conjunction with the rules already under consideration, establish greater integrity in the securitization process. I look forward to the comments we will receive. I join with my colleagues to thank the staff for their hard work on this re-proposal. 1 See, e.g., “Wall Street and the Financial Crisis: Anatomy of a Financial Collapse,” Majority and Minority Staff Report of the Permanent Subcommittee on Investigations, Committee on Homeland Security and Governmental Affairs (April 13, 2011), p. 12. 2 Although the focus of the release being considered today is improvements to the regulation of asset-backed securities (ABS) in light of the Dodd-Frank Act and the financial crisis, the package of proposed reforms also would repeal the transactional eligibility condition for ABS shelf registration based on credit ratings, and replace it with conditions to such eligibility that the SEC preliminarily believes would be appropriate under the circumstances, as substitute indicators of credit quality. It is important to recognize that the approach to credit ratings in this release (the “Re-proposal of Shelf Eligibility Conditions for Asset-Backed Securities and Other Additional Requests for Comment”) differs from the approach to credit ratings in another release being considered today that would adopt amendments to the eligibility standards for shelf registration of non-convertible debt securities (the “Security Ratings” release). These approaches differ notwithstanding that Section 939A of the Dodd-Frank Act encourages the SEC “to establish, to the extent feasible, uniform standards of credit-worthiness.” There are several reasons for these differences, I will highlight a few. Asset-backed securities are different from traditional debt securities. Traditional debt securities are issued by operating companies, and the investment analysis of such debt differs from ABS, which are [often] structured and require analysis of underlying assets and that structure (among other things) rather than an issuer’s operations. The differences between ABS and traditional securities has resulted in longstanding differences in treatment under the securities laws, including separate regulations for asset-backed securities offerings and separate eligibility conditions for different types of offering registrations. The purposes of the eligibility conditions that apply to shelf registrations of ABS, on the one hand, and to traditional non-convertible debt securities, on the other hand, differ. In the context of non-convertible debt securities offerings, which are the subject of the Security Ratings release, the purpose of the eligibility conditions is to permit issuers whose securities are “widely followed” to perform shelf registered offerings; the SEC does not believe the credit-worthiness of non-convertible debt securities is the appropriate criterion for whether such securities should be eligible to use registered shelf offerings."

ALLEGED INSIDE TRADER SETTLES WITH SEC

The following is a case below is an excerpt from the SEC website: “July 20, 2011 On July 19, 2011, the Securities and Exchange Commission filed a settled civil action in the United States District Court in New York City against Robert Doyle. The Commission alleges that Doyle unlawfully traded in securities of Brink’s Home Security. According to the Commission, between August 2009 and December 2009, Doyle misappropriated material nonpublic information showing that Tyco International, Ltd. had offered to acquire Brink’s. On the basis of this information, Doyle purchased Brink’s common stock and call options. Doyle earned $88,555 from his illegal trading in Brink’s securities. Without admitting or denying the complaint’s allegations, Doyle has agreed to settle the Commission’s charges by consenting to entry of a final judgment permanently enjoining him from violating Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder, and ordering him to pay a $44,277.50 civil penalty, $88,555 in disgorgement and $4,288.66 in prejudgment interest.”

JUDGEMENTS ENTERED AGAINST FIVE FORMER BROOKE COMPANIES EXECUTIVES

The following was an excerpt from the SEC website:

July 18, 2011

The Securities and Exchange Commission announced today that the United States District Court for the District of Kansas entered judgments, dated July 13, 2011, against five former senior executives of Kansas-based Brooke Corporation and its other, publicly-traded subsidiaries, Brooke Capital Corporation, an insurance agency franchisor, and Aleritas Capital Corporation, a lender to insurance agency franchises and other businesses. Robert D. Orr, Leland G. Orr, Michael S. Lowry, Michael S. Hess, and Travis W. Vrbas, without admitting or denying the Commission's allegations, consented to judgments enjoining them from future violations of the federal securities laws, barring them from serving as officers or directors of public companies, and requiring the payment of disgorgement and penalties. The SEC Complaint alleges that in SEC filings and other public statements for year-end 2007, and the first and second quarters of 2008, senior executives at the Brooke companies misrepresented, among other things, the number of Brooke Capital franchisees, and their financial health, the deterioration of Aleritas' corresponding loan portfolio, and the increasingly dire liquidity and financial condition of the Brooke companies.

According to the SEC's Complaint, Brooke Capital's former management inflated the number of franchise locations by including failed and abandoned locations in totals. They also concealed the nature and extent of Brooke Capital's financial assistance to its franchisees, which included making franchise loan payments on behalf of struggling franchisees. Aleritas' former management hid the company's inability to repurchase millions of dollars of short-term loans sold to its network of regional lenders. They also sold or pledged the same loans as collateral to more than one lender, and improperly diverted payments from borrowers for the company's operating expenses. Aleritas' former management also concealed the rapid deterioration of the company's loan portfolio by falsifying loan performance reports to lenders, understating loan loss reserves, and by failing to write-down its residual interests in securitization and credit facility assets.

The positions held by the former Brooke executives were:

Robert D. Orr, founder and former chairman of the board of Brooke Corporation, former chief executive officer and chairman of the board of Brooke Capital, and former chief financial officer of Aleritas
Leland G. Orr, former chief executive officer, chief financial officer, and vice-chairman of the board of Brooke Corporation, and former chief financial officer of Brooke Capital
Michael S. Lowry, former chief executive officer and member of the board of Aleritas
Michael S. Hess, former chief executive officer and member of the board of Aleritas
Travis W. Vrbas, former chief financial officer of Brooke Corporation and Brooke Capital

The judgments enjoin each of the defendants from violating Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933, and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5 and 13b2-1 thereunder, and from aiding and abetting violations Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-13 thereunder. The judgments further enjoin Robert Orr, Leland Orr, Lowry, and Hess from violating Exchange Act Rule 13b2-2; Robert Orr, Leland Orr, Hess, and Vrbas from violating Exchange Act Rule 13a-14 and from aiding and abetting violations of Rule 13a-1; Robert Orr and Hess from aiding and abetting violations of Exchange Act Rule 13a-11; and Robert Orr from violating Exchange Act Section 16(a) and Rule 16a-3 thereunder.

In addition to the injunctions, the judgments bar the defendants from serving as an officer or director of a public company. Lowry's judgment requires him to pay a $175,000 civil penalty and disgorgement of $214,500, with prejudgment interest of $24,004.91. Hess' judgment requires him to pay a $250,000 civil penalty, and Vrbas' judgment requires him to pay a $130,000 civil penalty. The judgments against Robert Orr and Leland Orr require them to pay civil penalties and disgorgement in amounts to be determined by the Court.”