SEC CHARGED FORMER MARINER ENERGY BOARD MEMBER WITH INSIDER TRADING

The following is an excerpt from the SEC website: Washington, D.C., Aug. 5, 2011 — The Securities and Exchange Commission today charged a former board member at Mariner Energy Inc. and his son with insider trading on confidential information about the impending takeover of the oil and gas company. The SEC alleges that H. Clayton Peterson learned details about Mariner Energy’s upcoming acquisition by Houston-based Apache Corporation during various board meetings and tipped his son Drew Clayton Peterson with the nonpublic information. The son, who was a managing director at a Denver-based investment adviser, then purchased Mariner Energy stock for himself, his relatives, his clients, and a close friend. Drew Peterson also tipped several other close friends who traded on the nonpublic information ahead of the April 2010 acquisition announcement. The insider trading by the Petersons and others generated more than $5.2 million in illicit profits. “Clayton Peterson was entrusted with highly confidential information, and he abused that trust and misused his position and access to make a quick buck for his family,” said Daniel M. Hawke, Chief of the SEC Enforcement Division’s Market Abuse Unit and Director of its Philadelphia Regional Office. “Drew Peterson then gratuitously tipped his friends and traded on this confidential information, leaving a trail of greed for investigators to follow.” Sanjay Wadhwa, Deputy Chief of the SEC Enforcement Division’s Market Abuse Unit and Associate Director of the New York Regional Office, added, “Shareholders rely on company directors to honor their fiduciary responsibilities and not use confidential information for personal gain. Our enforcement action is a forceful reminder to corporate insiders that they cannot exploit their insider status without risking SEC scrutiny.” According to the SEC’s complaint filed in federal court in Manhattan, Clayton Peterson served on Mariner Energy's board of directors from 2006 to 2010 and violated his duty to keep Mariner Energy’s discussions with Apache confidential. Peterson explicitly instructed his son to purchase Mariner Energy stock for a family member based on positive news that the company was about to publicly announce. As the April 15 announcement date neared, Peterson was even clearer in discussions with his son, telling him that the company was going to be acquired and would no longer be a public company within a few days. Based on this inside information, Drew Peterson purchased Mariner Energy stock for his own accounts and others. Following the public announcement, Mariner’s share price rose 42 percent. Drew Peterson and his relatives and clients then sold the Mariner stock that he had accumulated for them. Among the close friends who Drew Peterson had tipped was a hedge fund portfolio manager who reaped approximately $5 million in illegal profits for himself, his hedge funds, and his relatives. The SEC’s complaint charges Clayton Peterson and Drew Peterson with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint seeks a final judgment permanently enjoining them from future violations of the above provisions of the federal securities laws, ordering them to disgorge their ill-gotten gains plus prejudgment interest on a joint and several basis, and ordering them to pay financial penalties. The SEC also seeks to permanently prohibit Clayton Peterson from acting as an officer or director of any publicly registered company. The SEC thanks the U.S. Attorney’s Office for the Southern District of New York and the Federal Bureau of Investigation for their assistance in this matter. The SEC’s investigation is continuing.”

SEC ANNOUNCES A CONTINUED FREEZE ON ALLEGED INSIDER TRADER FUNDS

The following is an excerpt from the SEC website: August 1, 2011 The Securities and Exchange Commission announced today that it has obtained court orders continuing asset freezes on more than $32 million in assets controlled by three Swiss entities charged with insider trading ahead of a July 11, 2011 public announcement that Swiss-based Lonza Group Ltd. will acquire Connecticut-based Arch Chemicals, Inc. The Commission filed its action on July 15, 2011, in the U.S. District Court for the Southern District of New York, and the court issued a temporary asset freeze that day against defendants Compania International Financiera S.A. (Compania”), Coudree Capital Gestion S.A. (“Coudree”), and Chartwell Asset Management Services (“Chartwell”). The District Court has now entered orders continuing those asset freezes in specific amounts based on the size of the defendants’ profits plus potential penalty amounts. The Court entered an asset freeze order by consent as to defendants Compania and Coudree on July 26, 2011, freezing approximately $14.7 million of their assets. After a hearing as to defendant Chartwell on July 28, 2011, the court entered an order on July 29, 2011, freezing over $18 million of its assets. The Commission’s complaint was filed within days of the alleged insider trading. According to the Commission’s filings, Compania and Coudree purchased more than 687,000 common shares of Arch Chemicals between July 5 and July 8, mostly in accounts based in London, England. During the same time period, Chartwell purchased contracts for difference (“CFDs”) equivalent to 425,300 Arch Chemicals common shares through a brokerage account in London. The Court noted in its opinion and order that CFDs constitute securities as defined by the federal securities laws. Immediately after the acquisition announcement on July 11, the firms began selling the recently-purchased Arch Chemicals common stock and CFDs for millions of dollars in profits. The Commission’s complaint alleges that, at the time the defendants purchased the securities, they are believed to have been in possession of material, non-public information about Lonza’s proposed acquisition of Arch Chemicals. After a hearing on July 28, 2011, before the Honorable Denise L. Cote in the United States District Court for the Southern District of New York, the District Court on July 29, 2011, ordered an asset freeze against Chartwell in the amount of the trading profits ($4,651,995) plus a potential civil penalty of three times that amount ($13,955,985), totaling $18,607,980. The Court further ordered Chartwell to repatriate all assets obtained from the activities described in the Complaint to the United States, and to refrain from destroying any potentially discoverable materials related to the Complaint. In the Court’s Opinion and Order issued on July 29, Judge Cote found that “the discovery collected by the [Commission] … reveals a pattern of trading [by Chartwell] in the context of a tip that is not just consistent with, but also suggestive of, insider trading,” and concluded that the relief sought by the Commission was thus warranted because “there is a likelihood that the [Commission] will succeed on the merits in establishing a 10(b) violation” by Chartwell. Previously, on July 26, 2011, the District Court issued an asset freeze order by consent as to defendants Compania and Coudree. Those defendants have deposited $14,784,006 into a court-controlled bank account pending the outcome of the Commission’s action, including more than $7 million in trading profits, after agreeing to the entry of the asset freeze. The Commission’s complaint charges the defendants with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. In addition to a preliminary injunction, asset freeze and other equitable relief, the complaint seeks a permanent injunction, disgorgement of illegal trading profits plus prejudgment interest, and civil monetary penalties. The Commission’s investigation is continuing. The Commission acknowledges the assistance of the FINRA Office of Fraud Detection and Market Intelligence in its investigation.”

SEC ALLEGES BIOPHARMA COMPANY AND OTHERS OF MISLEADING INVESTORS

The following is an excerpt from the SEC website: “Washington, D.C., Aug. 2, 2011 — The Securities and Exchange Commission has charged a California-based biopharmaceutical company, three shareholder companies, and four senior executives for fraudulently misleading investors about the regulatory status of the company’s sole product. Three of the executives were additionally charged with insider trading. The SEC alleges that Immunosyn Corporation misleadingly stated in various public filings from 2006 to 2010 that its controlling shareholder – Argyll Biotechnologies LLC – either planned to commence or had commenced the U.S. regulatory approval process for human clinical trials for SF-1019, a drug derived from goat blood that was intended to treat a variety of ailments. The public filings failed to disclose that the U.S. Food and Drug Administration (FDA) had already twice issued clinical holds on drug applications for SF-1019, prohibiting clinical trials from occurring. The SEC alleges that Immunosyn also misleadingly stated that the regulatory approval process in Europe for human clinical trials for SF-1019 was imminent or underway, when in fact Argyll never submitted an application in Europe to conduct human clinical trials. According to the SEC’s complaint filed in federal court in Chicago on August 1, Immunosyn’s CFO Douglas McClain Jr., Argyll’s Chief Scientific Officer Douglas McClain Sr., and Argyll’s CEO James Miceli engaged in insider trading by raising approximately $20 million from their sale of Immunosyn shares while knowing that misrepresentations were being made about the regulatory status of SF-1019. They sold most of these shares through Argyll and two other shareholders named in the SEC’s enforcement action: Argyll Equities, which McClain Jr. and Miceli jointly owned, and an offshore entity Padmore Holdings Ltd., which McClain Jr., McClain Sr., and Miceli jointly owned. Immunosyn’s CEO Stephen D. Ferrone also is charged by the SEC in the securities fraud scheme. “These executives routinely authorized public filings that told investors a story about the status of the company’s prized drug that was far different from the behind-the-scenes reality,” said Merri Jo Gillette, Regional Director of the SEC’s Chicago Regional Office. “Three of these executives went one step further to illegally profit from their tall tales by selling their company stock and reaping more than $20 million while repeatedly misleading investors about the drug.” For example, according to the SEC’s complaint, McClain Sr. made misstatements about the regulatory approval status of SF-1019 in a video on Immunosyn’s website and in a 2008 presentation in which he sold Immunosyn stock he owned through Padmore to patients at a Texas holistic clinic, some of whom were terminally ill. The SEC alleges that McClain Sr. raised approximately $300,000 from these patients, but never gave them the shares they bought. The SEC’s complaint seeks a final judgment permanently enjoining the defendants from future violations of the antifraud provisions of the federal securities laws, ordering each defendant to disgorge all ill-gotten gains plus prejudgment interest and pay financial penalties, and barring Ferrone, McClain Jr., McClain Sr. and Miceli from serving as an officer or director of a public company. Tracy Lo, Eric Phillips and John Kustusch of the SEC’s Chicago Regional Office conducted the SEC’s investigation. The SEC’s litigation will be handled by Ms. Lo and Mr. Phillips. The SEC acknowledges the assistance of the U.S. Food and Drug Administration.”

FDIC APPOINTED RECEIVER FOR BANK OR SHOREWOOD, SHOREWOOD ILL.

The following is an excerpt from an FDIC e-mail: FOR IMMEDIATE RELEASE August 5, 2011 Bank of Shorewood, Shorewood, Illinois, was closed today by the Illinois Department of Financial and Professional Regulation—Division of Banking, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Heartland Bank and Trust Company, Bloomington, Illinois, to assume all of the deposits of Bank of Shorewood. The three branches of Bank of Shorewood, including the location operating as Bank of Elwood, will reopen on Saturday as branches of Heartland Bank and Trust Company. Depositors of Bank of Shorewood will automatically become depositors of Heartland Bank and Trust Company. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Bank of Shorewood should continue to use their existing branch until they receive notice from Heartland Bank and Trust Company that it has completed systems changes to allow other Heartland Bank and Trust Company branches to process their accounts as well. This evening and over the weekend, depositors of Bank of Shorewood can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of June 30, 2011, Bank of Shorewood had approximately $110.7 million in total assets and $104.0 million in total deposits. In addition to assuming all of the deposits of the failed bank, Heartland Bank and Trust Company agreed to purchase essentially all of the assets. The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $25.6 million. Compared to other alternatives, Heartland Bank and Trust Company's acquisition was the least costly resolution for the FDIC's DIF. Bank of Shorewood is the 62nd FDIC-insured institution to fail in the nation this year, and the sixth in Illinois. The last FDIC-insured institution closed in the state was First Chicago Bank & Trust, Chicago, on July 8, 2011."

U.S. AND CHINA HOLD SYMPOSIUM ON AUDIT OVERSIGHT

The following is an excerpt from the SEC website: Washington, D.C., Aug. 8, 2011 – The Sino-U.S. Symposium on Audit Oversight was held in Beijing on July 11-12, 2011. In attendance were officials from the U.S. Securities and Exchange Commission, U.S. Public Company Accounting Oversight Board (PCAOB), China Securities Regulatory Commission (CSRC), and Chinese Ministry of Finance (MOF). The symposium, which was contemplated by the outcomes of the third U.S.-China Strategic and Economic Dialogue (S&ED), represented an important step toward Sino-U.S. cooperation on audit oversight of public companies. At the symposium, the officials briefed each other on their respective audit oversight system and inspection procedures. They also exchanged views on how to deepen cooperation on cross-border audit oversight. CSRC Chairman Shang Fulin met with the SEC-PCAOB delegation headed by PCAOB Board Member Lewis Ferguson and SEC Deputy Chief Accountant Mike Starr prior to the symposium. “The CSRC and MOF welcome constant communication and good cooperation with both the SEC and PCAOB. The regulators of both countries share common objectives in protecting investors’ rights and interests, raising the quality of accounting and auditing standards, and improving the transparency and disclosure of public companies. Therefore, the regulators of both countries should enhance cooperation on the basis of mutual trust and respect,” said Chairman Shang. The U.S. delegation brought Chairman Shang a letter from PCAOB Chairman James R. Doty, who stated his sincere hope for constructive discussions in Beijing and for enhanced cooperation between China and the U.S. on cross-border audit oversight in the near future. “The development of an effective cross-border oversight system is essential to market integrity and investor protection, and the PCAOB and CSRC share a common goal of promoting fair, open, and sound markets,” Chairman Doty wrote in the letter. Mr. Ferguson said, “Our delegates are willing to share with our Chinese counterparts the PCAOB inspection approaches as well as our practices in joint cross-border audit oversight. In return, the U.S. delegation expects to learn more, through future exchanges, about the methodology and practices of accounting and audit oversight in China.” As an outcome reached during the third U.S.-China Strategic and Economic Dialogue, both sides welcome continued dialogue concerning the oversight of accounting firms providing audit services to public companies in the two countries, so as to enhance mutual trust and strive to reach an agreement on cross-border audit oversight. During the two-day symposium, the PCAOB representatives gave detailed presentations on the background and organizational structure of the PCAOB, and its inspection process. With input from the SEC delegation, including officials from the SEC’s Office of International Affairs, the PCAOB explained how it works with foreign regulators on cross-border audit oversight cooperation. Senior officials from the CSRC and the MOF provided an overview of the auditing and accounting oversight framework governing China’s capital markets, supervision arrangements, and inspection methodology and process for accounting and auditing firms. Through candid discussions, the two sides enhanced mutual understanding, and discussed initial arrangements for follow-up collaboration. The two sides discussed a series of arrangements aiming to build mutual understanding and cooperation in the near future, including sending staff to observe the inspection of accounting firms in each other’s jurisdiction to learn more about each other’s inspection process and methodology. The U.S. delegation invited the CSRC and the MOF to send delegates to Washington, D.C. to have further discussions on the topics of common concern. Such trust and confidence-building exercises are helpful for both sides to fulfill their respective mandates. The parties believe that strengthened cooperation on audit oversight is an important part in implementing the S&ED outcomes. The symposium was very productive and served as a first step toward deeper cooperation. The parties share the view that increasing cooperation on cross-border audit oversight will help improve the quality of auditing and accounting information of public companies, protect the rights of investors, and assist in safeguarding of financial markets in both countries.”

SEC VOTES TO REMOVE CREDIT RATINGS AS ELEGIBILITY FOR SHORT FORM REGISTRATION

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 new rules in light of the Dodd-Frank Wall Street Reform and Consumer Protection Act to remove credit ratings as eligibility criteria for companies seeking to use “short form” registration when registering securities for public sale. Forms S-3 and F-3 are the “short forms” used by eligible issuers to register securities offerings under the Securities Act. Companies that qualify for these short forms can offer securities “off the shelf” or on an expedited basis. Companies currently qualify to use these forms if they are registering an offering of non-convertible securities, such as debt securities, that have received an investment grade rating by at least one nationally recognized statistical rating organization (NRSRO). The new rules eliminate the credit ratings criteria and replace it with four new tests, one of which must be satisfied for an issuer to use Form S-3 or Form F-3. In order to ease transition for companies, the rules include a temporary, three-year grandfather provision. “This action is part of our effort to reduce reliance on credit ratings, as the Dodd-Frank Act requires all financial regulators to do,” said SEC Chairman Mary L. Schapiro. “The new rules provide an appropriate and workable alternative to credit ratings for determining whether an issuer should be able to use short form registration and have access to the shelf offering process.” # # # FACT SHEET Security Ratings Background Short-Form Eligibility Under the federal securities laws, a company offering securities must register the offer and sale of those securities with the SEC unless the sale is otherwise exempt. The SEC’s rules generally allow a non-asset-backed security issuer to use “short-form” registration if that company meets two categories of criteria. The first category related to issuers requires among other things that the company has been subject to the SEC’s reporting provisions and filing its periodic reports in a timely manner for at least one year. An issuer is required to meet all of the criteria in the first category. The second category contains a list of transaction requirements of which issuers need to satisfy only one of the criteria. One of the options in this category involves a company having at least $75 million in common equity held by unaffiliated shareholders. Another provision in this second category – that would allow an issuer to use short-form registration for an offering of non-convertible securities such as debt securities – provides that those securities be rated investment grade by at least one credit rating agency that is a nationally recognized statistical rating organization (NRSRO). If a company qualifies for short-form registration, it is allowed to rely on its quarterly, annual and other reports filed with the SEC to provide historical and future information about itself, rather than repeating the information in the prospectus or amending the prospectus as future reports are filed. The prospectus disclosure in these offerings describes the particular securities being offered and focuses on other offering-specific information. The ability to “incorporate by reference” historic and future SEC reports for the company information can provide significant cost and time savings for companies. The short-form registration forms include Form S-3 for domestic companies and Form F-3 for foreign private issuers. Shelf Registration Companies that are “short-form eligible” also are allowed to register securities “on the shelf.” This means that the companies can file registrations for future offerings and can do one or multiple offerings from the single registration in the future without needing any new SEC staff clearance. This shelf registration provides companies with flexibility to issue the securities when they choose. Often times, companies use this process when they are planning to offer securities on multiple occasions. Companies that are not short-form and shelf eligible are required to file a new registration for each public securities offering and have the SEC staff take action before completing the offering. The New Rules Form S-3 and Form F-3 Under the Securities Act of 1933 The new rules remove the condition for an NRSRO investment grade rating that is included in current short forms, Form S-3 and Form F-3, which are used by eligible issuers to register offerings of non-convertible securities under the Securities Act. Instead of the ratings criteria, the final rules allow for the use of Form S-3 or Form F-3 if the issuer satisfies one of the following four tests: The issuer has issued (as of a date within 60 days prior to the filing of the registration statement) at least $1 billion in non-convertible securities other than common equity, in primary offerings for cash, not exchange, registered under the Securities Act, over the prior three years. The issuer has outstanding (as of a date within 60 days prior to the filing of the registration statement) at least $750 million of non-convertible securities other than common equity, issued in primary offerings for cash, not exchange, registered under the Securities Act. The issuer is a wholly-owned subsidiary of a well-known seasoned issuer as defined under the Securities Act. The issuer is a majority-owned operating partnership of a real estate investment trust that qualifies as a well-known seasoned issuer. The final rules also include a temporary grandfather provision that allows an issuer to use Form S-3 or Form F-3 for a period of three years from the effective date of the amendments if it would have been eligible to register the securities offerings under the old provision. Form F-9 Under the Securities Act The final rules also rescind Form F-9, which is the form certain Canadian registrants use to register non-convertible investment grade debt. The primary advantage to Form F-9 over the only other available form (Form F-10) is that it does not require reconciliation to U.S. generally accepted accounting principles. Changes to Canadian regulations to require Canadian issuers to use International Financial Reporting Standards instead of GAAP will mean that reconciliation also will not be required on Form F-10. As a result, F-9 and F-10 will have the same requirements, so Form F-9 will be rescinded effective Dec. 31, 2012. Additionally, the final rules revise Form 40-F, the annual report form used by certain Canadian registrants, to ease the transition for issuers who previously filed registration statements on Form F-9. Other Rules and Forms There are other rules and forms that relied on similar criteria to the investment grade criteria in Form S-3 and Form F-3. The final rules revise the following rules and forms to refer to the new criteria in Form S-3 and Form F-3: Form S-4 and Form F-4 under the Securities Act. Schedule 14A under the Exchange Act. Rules 138, 139 and 168 under the Securities Act. Rule 134(a)(17) Under the Securities Act Securities Act Rule 134(a)(17) permits the disclosure of security ratings issued or expected to be issued by NRSROs in certain communications deemed not to be a prospectus or free writing prospectus, such as “tombstone ads” or press releases announcing offerings. The amendments remove this safe harbor. Instead, the determination of whether such information constitutes a prospectus will be made in light of all circumstances of the communication. What’s Next The new rules take effect 30 days after publication in the Federal Register, except the rescission of Form F-9 and amendments to remove references to Form F-9 in other rules and forms will be effective Dec. 31, 2012.”