OPPENHEIMER FUNDS INC., WILL PAY $35 MILLION TO SETTLE SEC MISLEADING STATEMENT CHARGES

FROM:  U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., June 6, 2012 – The Securities and Exchange Commission today charged investment management company OppenheimerFunds Inc. and its sales and distribution arm with making misleading statements about two of its mutual funds struggling in the midst of the credit crisis in late 2008.

The SEC’s investigation found that Oppenheimer used derivative instruments known as total return swaps (TRS contracts) to add substantial commercial mortgage-backed securities (CMBS) exposure in a high-yield bond fund called the Oppenheimer Champion Income Fund and an intermediate-term, investment-grade fund called the Oppenheimer Core Bond Fund. The 2008 prospectus for the Champion fund didn’t adequately disclose the fund’s practice of assuming substantial leverage in using derivative instruments. And when declines in the CMBS market triggered large cash liabilities on the TRS contracts in both funds and forced Oppenheimer to reduce CMBS exposure, Oppenheimer disseminated misleading statements about the funds’ losses and their recovery prospects.

Oppenheimer agreed to pay more than $35 million to settle the SEC’s charges.

“Mutual fund providers have an obligation to clearly and accurately convey the strategies and risks of the products they sell,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “Candor, not wishful thinking, should drive communications with investors, particularly during times of market stress.”

Julie Lutz, Associate Director of the SEC’s Denver Regional Office, added, “These Oppenheimer funds had to sell bonds at the worst possible time to raise cash for TRS contract payments and cut their CMBS exposure to limit future losses. Yet, the message that Oppenheimer conveyed to investors was that the funds were maintaining their positions and the losses were recoverable.”

According to the SEC’s order instituting settled administrative proceedings against OppenheimerFunds and OppenheimerFunds Distributor Inc., the TRS contracts allowed the two funds to gain substantial exposure to commercial mortgages without purchasing actual bonds. But they also created large amounts of leverage in the funds. Beginning in mid-September 2008, steep CMBS market declines drove down the net asset values (NAVs) of both funds. These losses forced Oppenheimer to raise cash for month-end TRS contract payments by selling securities into an increasingly illiquid market.

According to the SEC’s order, the funds’ portfolio managers under instruction from senior management began executing a plan in mid-November to reduce CMBS exposure. Just as they began to do so, however, the CMBS market collapse accelerated, creating staggering cash liabilities for the funds and driving their NAVs even lower.

The SEC’s order found that continued CMBS declines forced the funds to sell more portfolio securities in order to raise cash for anticipated TRS contract payments. This task became increasingly difficult for the Champion fund, ultimately prompting Oppenheimer to make a $150 million cash infusion into the fund on November 21. Over the next two weeks, the funds continued to reduce their CMBS exposure to avoid further losses.

According to the SEC’s order, Oppenheimer advanced several misleading messages when responding to questions in the midst of these events. For instance, Oppenheimer

communicated to financial advisers (whose clients were invested in the funds) and fund shareholders directly that the funds had only suffered paper losses and their holdings and strategies remained intact. Oppenheimer also stressed that absent actual defaults, the funds would continue collecting payments on the funds’ bonds as they waited for markets to recover. These communications were materially misleading because the funds were committed to substantially reducing their CMBS exposure, which dampened their prospects for recovering CMBS-induced losses. Moreover, the funds had been forced to sell significant portions of their bond holdings to raise cash for anticipated TRS contract payments, resulting in realized investment losses and lost future income from the bonds.

The SEC’s investigation found that the Champion fund’s 2008 prospectus was materially misleading in describing the fund’s “main” investments in high-yield bonds without adequately disclosing the fund’s practice of assuming substantial leverage on top of those investments. While the prospectus disclosed that the fund “invested” in “swaps” and other derivatives “to try to enhance income or to try to manage investment risk,” it did not adequately disclose that the fund could use derivatives to such an extent that the fund’s total investment exposure could far exceed the value of its portfolio securities and, therefore, that its investment returns could depend primarily upon the performance of bonds that it did not own.

The SEC’s order finds that OppenheimerFunds violated Section 34(b) of the Investment Company Act of 1940, Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 (Securities Act), and Section 206(4) of the Investment Advisers Act of 1940 and Rule 205(4)-8 promulgated thereunder. The order finds that OppenheimerFunds Distributor violated Sections 17(a)(2) and 17(a)(3) of the Securities Act.

Without admitting or denying the SEC’s findings, OppenheimerFunds agreed to pay a penalty of $24 million, disgorgement of $9,879,706, and prejudgment interest of $1,487,190. This money will be deposited into a fund for the benefit of investors. OppenheimerFunds and OppenheimerFunds Distributor also agreed to provisions in the order censuring them and directing them to cease and desist from committing or causing any violations or future violations of these statutes and rules.

The SEC’s investigation was conducted by Coates Lear, Jeffrey E. Oraker, Hugh C. Beck, Patricia E. Foley, and Mary S. Brady in the Denver Regional Office. The related examination of Oppenheimer was conducted by Francesco Spinella, Tracy O’Sullivan, C. Michael Hooper, Kathleen A. Raimondi, and Paula S. Weisz under the supervision of branch chief Kenneth O’Connor and assistant director Dawn Blankenship in the New York Regional Office.

THE PENNY STOCK COMPANY ROUNDUP FOR ALLEGED FRAUD

FROM:  U.S. SECURITIES AND EXCHANG COMMISSION
Washington, D.C., June 4, 2012 — The Securities and Exchange Commission today charged several penny stock companies and their officers as well as three penny stock promoters involved in various stock schemes in which bribes and kickbacks were paid to hype microcap stocks and illegally generate stock sales.

These charges are the latest in a series of cases in which the SEC has worked closely with the U.S. Attorney's Office for the Southern District of Florida and the Federal Bureau of Investigation to uncover penny stock schemes. Prior charges were filed by the SEC against other penny stock violators in October 2010, December 2010, and June 2011.

According to the SEC's complaints filed in U.S. District Court for the Southern District of Florida, some of these latest schemes involved the payment of undisclosed kickbacks to a pension fund manager in exchange for the fund's purchase of restricted shares of stock in the various microcap companies. Other schemes involved an undisclosed bribe that was to be paid to a stockbroker who agreed to purchase a microcap company's stock in the open market for his customers' discretionary accounts.

"The company officers and promoters in many of these schemes disguised their kickbacks as payments to phony consulting companies that performed no actual work," said Eric I. Bustillo, Director of the SEC's Miami Regional Office. "These illegal activities were fully intended to artificially inflate the stock volume and prices of these penny stock companies to the detriment of investors."

The SEC's complaints allege the following penny stock companies and individuals perpetrated the various stock schemes:
Angel Acquisition Corp. (AGEL) based in Carson City, Nev., and Carlsbad, Calif. (now known as Biogeron Inc.)
President and CFO Harold Steven Bonenberger of Carlsbad.


Clean Coal Technologies Inc. (CCTC) based in New York City.
President and CEO Douglas D. Hague of Boca Raton, Fla.


Cotton & Western Mining Inc. (CWRN) based in Humble, Texas.
President and CEO Robert L. Cotton of Houston.


Delivery Technology Solutions Inc. (DTSL) based in Boca Raton.
CEO and Chairman Ryan F. Coblin of Boca Raton.


Optimized Transportation Management Inc. (OPTZ) based in San Antonio
CEO Kevin P. Brennan of Pittsburgh.
OPTZ stock promoter Marc S. Page of Tiburon, Calif.
OPTZ stock promoter Donald G. Huggins of St. Petersburg, Fla.


Sure Trace Security Corp. (SSTY) based in Philadelphia.
Chairman and former president Michael M. Cimino of Philadelphia.
President Joseph J. Repko of Hobe Sound, Fla.


US Farms Inc. (USFM) based in San Diego and Fallbrook, Calif.
President and CEO Yan K. Skwara of San Diego.


Wound Management Technologies Inc. (WNDM) based in Fort Worth, Texas, and Fort Lauderdale, Fla.
President, CEO, and Chairman Scott Haire of Fort Worth and Coral Springs, Fla.


The SEC additionally charged a stock promoter involved in pumping the stock of KCM Holdings Corp., a penny stock company charged in the SEC's series of penny stock enforcement actions in June 2011. The SEC alleges that Matthew A. Connor, who lives in Amherst, Va., participated in a fraudulent scheme to hype KCM Holding's stock.
The U.S. Attorney's Office today announced criminal charges against the same individuals facing SEC civil charges.

The SEC's complaints allege that these companies, officers, and stock promoters violated Section 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The SEC is seeking financial penalties, disgorgement of ill-gotten gains plus prejudgment interest, and permanent injunctions against all the defendants. The SEC also seeks penny stock bars against each of the officers and promoters as well as officer-and-director bars against Bonenberger, Brennan, Cimino, Hague, Haire, and Skwara.

The SEC's investigation was conducted in the Miami Regional Office by senior counsels Trisha D. Sindler and Michelle I. Bougdanos under the supervision of Assistant Regional Director Chedly C. Dumornay. The SEC's litigation will be led by C. Ian Anderson, Edward D. McCutcheon, and James M. Carlson. The SEC acknowledges the assistance and cooperation of the U.S. Attorney's Office for the Southern District of Florida and the FBI's Miami Division in these investigations.

SEC CHARGES INDIVIDUAL IN ALLEGED STOCK MISAPPROPRIATION SCHEME

FROM:  U.S. SECURITIES AND EXCHANGE COMMISSION
June 1, 2012
SEC Charges Controlling Person of Transfer Agent for Misappropriating Share Certificates and Illegally Selling Stock
On May 31, 2012, the Securities and Exchange Commission filed a settled civil action in the United States District Court for the Southern District of Texas, Houston Division, against Steven H. Bethke. In its complaint, the Commission alleges that, from January 2009 through May 2010, Bethke misappropriated share certificates from Bederra Corporation (now known as Zicix Corporation) while he controlled Bederra’s stock transfer agent, First National Trust Company. Bethke used the stolen certificates, which had been pre-printed with the signatures of Bederra officers and directors, to secretly issue over a billion Bederra shares, which he then sold in exchange for payments into his personal bank account of over $350,000. Among other things, Bethke signed purchase agreements falsely warranting that he had good title to the shares and that they were “freely tradable” when, in fact, he had orchestrated the misappropriation of the shares, and the sales were not eligible for any exemption from registration under the securities laws. To carry out his scheme, Bethke forged the signature of Bederra’s chief executive officer on certifications claiming that Bederra was aware of the sales when the company knew nothing about the transactions. Bethke also prepared letters falsely stating that he had obtained the shares from the company more than a year before, and that the sales were therefore exempt from registration under the securities laws.

Without admitting or denying the allegations in the Commission’s complaint, Bethke consented to a final judgment enjoining him from violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; barring him from serving as an officer or director of a public company; barring him from participating in the offering or sale of a penny stock; and ordering disgorgement plus prejudgment interest, but waiving payment and not imposing a civil penalty based on Bethke’s financial condition. The judgment is subject to court approval. Bethke also consented, with respect to a related SEC administrative proceeding, to the entry of an SEC order barring him from association with any investment adviser, broker, dealer, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical organization.

SEC CHARGES TWO FEEDERS FOR ONE OF SOUTH FLORIDA’S LARGEST-EVER PONZI SCHEMES

FROM:  U.S. SECURITIES AND EXCHANGE COMMISSION
May 31, 2012
On May 22, 2012, The Securities and Exchange Commission charged two individuals who provided the biggest influx of investor funds into one of the largest-ever Ponzi schemes in South Florida. The SEC alleges that George Levin and Frank Preve, who live in the Fort Lauderdale area, raised more than $157 million from 173 investors in less than two years by issuing promissory notes from Levin’s company and interests in a private investment fund they operated. They used investor funds to purchase discounted legal settlements from former Florida attorney Scott Rothstein through his prominent law firm Rothstein Rosenfeldt and Adler PA. However, the settlements Rothstein sold were not real and the supposed plaintiffs and defendants did not exist. Rothstein simply used the funds in classic Ponzi scheme fashion to make payments due other investors and support his lavish lifestyle. Rothstein’s Ponzi scheme collapsed in October 2009, and he is currently serving a 50-year prison sentence.

According to the SEC’s complaint filed in federal court in Miami, Levin and Preve began raising money to purchase Rothstein settlements in 2007 by offering investors short-term promissory notes issued by Levin’s company – Banyon 1030-32 LLC. In 2009, seeking additional funds from investors, they formed a private investment fund called Banyon Income Fund LP that invested exclusively in Rothstein’s settlements. Banyon 1030-32 served as the general partner of the fund, and its profit was generated from the amount by which the settlement discounts obtained from Rothstein exceeded the rate of return promised to investors.

The SEC alleges that the offering materials for the promissory notes and the private fund contained material misrepresentations and omissions. They misrepresented to investors that prior to any settlement purchase, Banyon 1030-32 would obtain certain documentation about the settlements to ensure the safety of the investments. Levin and Preve, however, knew or were reckless in not knowing that Banyon 1030-32 often purchased settlements from Rothstein without obtaining any documentation whatsoever.
Furthermore, Banyon Income Fund’s private placement memorandum misrepresented that the fund would be a continuation of a successful business strategy pursued by Banyon 1030-32 during the prior two-and-a-half years. Levin and Preve failed to disclose that by the time the Banyon Income Fund offering began in May 2009, Rothstein had already ceased making payments on a majority of the prior settlements Levin and his entities had purchased. They also failed to inform investors that Levin’s ability to recover his prior investments from Rothstein was contingent on his ability to raise at least $100 million of additional funding to purchase more settlements from Rothstein.

The SEC’s complaint charges Levin and Preve with violating Section 5(a), 5(c), and 17(a) of the Securities Act of 1933, and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. The SEC is seeking disgorgement of ill gotten gains, financial penalties, and permanent injunctive relief against Levin and Preve to enjoin them from future violations of the federal securities laws.

The SEC's investigation, which is continuing, has been conducted by senior counsels D. Corey Lawson and Steven J. Meiner and staff accountant Tonya T. Tullis under the supervision of Assistant Regional Director Chad Alan Earnst. Senior trial counsels James M. Carlson and C. Ian Anderson are leading the litigation.

The SEC acknowledges the assistance of the Office of the United States Attorney for the Southern District of Florida, the Federal Bureau of Investigation, and the Internal Revenue Service.

SEC DEFINES DEPOSITORY TRUST COMPANY "CHILLS" AND "FREEZES"

FROM:  U.S. SECURITIES AND EXCHANGE COMMISSION

The SEC’s Office of Investor Education and Advocacy is issuing this Investor Bulletin to help educate investors about the effects of chills and freezes on an investor’s ability to hold and trade securities. A “chill” is a limitation of certain services available for a security on deposit at The Depository Trust Company (“DTC”). A “freeze,” formally referred to as a “global lock,” is a complete restriction on all DTC services for a particular security on deposit at DTC. 

What is DTC and what does it do? 

DTC was created by the securities industry to improve efficiencies and reduce risk in the clearance and settlement of securities transactions. Today, DTC is the largest securities depository in the world. Including securities issued in the U.S. and 121 other countries, DTC has on deposit 3.6 million securities worth about $35 trillion. 

As a clearing agency registered with the SEC, DTC provides security custody and book-entry transfer services for securities transactions in the U.S. market involving equities, corporate and municipal debt, money market instruments, American depositary receipts, and exchange-traded funds. In accordance with its rules, DTC accepts deposits of securities from its participants (i.e., broker-dealers and banks), credits those securities to the depositing participants’ accounts, and effects book-entry movements of those securities. 

Most large U.S. broker-dealers and banks are DTC participants, meaning that they deposit and hold securities at DTC. DTC appears in an issuer’s stock records as the sole registered owner of securities deposited at DTC. DTC holds the deposited securities in “fungible bulk,” meaning that there are no specifically identifiable shares directly owned by DTC participants. Rather, each participant owns a pro rata interest in the aggregate number of shares of a particular issuer held at DTC. Correspondingly, each customer of a DTC participant, such as an individual investor, owns a pro rata interest in the shares in which the DTC participant has an interest. 

Because the securities held by DTC are for the benefit of its participants and their customers (i.e., investors holding their securities at a broker-dealer), frequently the issuer and its transfer agent must interact with DTC in order to facilitate the distribution of dividend payments to investors, to facilitate corporate actions (i.e., mergers, splits, etc.), to effect the transfer of securities, and to accurately record the number of shares actually owned by DTC at all times. 

What are “chills” and “freezes” and why does DTC impose them?

Occasionally a problem may arise with a company or its securities on deposit at DTC. In some of those cases DTC may impose a “chill” or a “freeze” on all the company’s securities. A “chill” is a restriction placed by DTC on one or more of DTC’s services, such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC. A chill may remain imposed on a security for just a few days or for an extended period of time depending upon the reasons for the chill and whether the issuer or transfer agent corrects the problem. A “freeze” is a discontinuation of all services at DTC. Freezes may last a few days or an extended period of time, depending on the reason for the freeze. If the reasons for the freeze cannot be rectified, then the security will generally be removed from DTC, and securities transactions in that security will no longer be eligible to be cleared at any registered clearing agency.

DTC imposes chills and freezes on securities for various reasons. For example, DTC may impose a chill on a security because the issuer no longer has a transfer agent to facilitate the transfer of the security or the transfer agent is not complying with DTC rules in its interactions with DTC in transferring the security. Often this type of situation is resolved within a short period of time.

Chills and freezes can be imposed on securities for more complicated reasons, such as when DTC determines that there may be a legal, regulatory, or operational problem with the issuance of the security, or the trading or clearing of transactions involving the security. For example, DTC may chill or freeze a security when DTC becomes aware or is informed by the issuer, its transfer agent, federal or state regulators, or federal or state law enforcement officials that an issuance of some or all of the issuer’s securities or transfer in those securities is in violation of state or federal law. If DTC suspects that all or a portion of its holdings of a security may not be freely transferable as is required for DTC services, it may decide to chill one or more of its services or place a freeze on all services for the security. When there is a corporate reorganization, DTC will temporarily chill the security for book-entry activities.

When DTC chills or freezes a security, it will issue a “Participant Notice” to its participants. These notices are publicly available on DTC’s website athttp://www.dtcc.com/legal/imp_notices. When securities are frozen, DTC also provides optional automated notifications to its participants. These processes provide participants the ability to update their systems to automatically block future trading of affected securities, in addition to alerting participant compliance departments. DTC has information regarding these processes on its website.

What can investors do?

Prior to investing in a security, investors can ask their broker-dealer if there are or ever have been any DTC restrictions placed on any security they are considering buying or selling. This information may affect your decision to purchase or sell the security. The broker-dealer or the broker-dealer’s compliance department should be able to address the inquiry by checking with its back office or by calling its account manager at DTC. Given that DTC does not always disclose the reason for a chill or freeze, a broker-dealer may not be able to provide its customer with information as to why the freeze was imposed or if or when it will be lifted. Investors should also thoroughly research the company and its transfer agent prior to investing in the security.

SEC CHARGES TWO INDIVUDUALS IN FRAUDULENT OFFERING OF INVESTMENTS IN DOMINICAN REPUBLIC RESORTS

FROM:  U.S. SECURITIES AND EXCHANGE COMMISSION
May 31, 2012
The Securities and Exchange Commission charged James B. Catledge and Derek F.C. Elliott, and certain of their related entities, with making material misrepresentations to investors in connection with the unregistered sale of interests in two resorts in the Dominican Republic.

The SEC alleges that Catledge, a Nevada resident, and Elliott, a Canadian citizen and resident of the Toronto area, raised more than $163 million from approximately 1,200 investors between the fall of 2004 and 2009. The securities offered, called “Residence” and “Passport” investments, represented timeshare and ownership interests, respectively, in the Cofresi and Juan Dolio resorts in the Dominican Republic

The complaint alleges that Catledge and Elliott promised investors a secure return of 8% to 12% annually on the Residence investment and 5% on the Passport investment. Investors were assured that their principal was safe, and that they would share in the projected appreciation in the value of the resorts. According to the SEC’s complaint, investor funds were not used to construct the properties, as had been represented, but instead were largely used for other purposes, including the payment of exorbitant undisclosed commissions and promised returns to earlier investors. The SEC alleges that, of the nearly $164 million raised from investors, approximately $59 million (36%) was used to pay commissions to Catledge, Elliott and several of their related entities, among others.

The SEC’s complaint seeks disgorgement of ill-gotten gains, financial penalties, and permanent injunctive relief against Catledge, Elliott, Sun Village Juan Dolio, Inc., EMI Sun Village, Inc. and EMI Resorts (S.V.G.), Inc. to enjoin them from future violations of the federal securities laws. As to Catledge and Elliott only, it also seeks an injunction against acting as an unregistered broker-dealer. The complaint also names D.R.C.I. Trust, which was beneficially owned by Catledge, as a relief defendant in this matter.
The SEC’s investigation was conducted by staff attorney Alison J. Okinaka and senior staff accountant Norman J. Korb in the Commission’s Salt Lake Regional Office. Senior trial counsel Thomas M. Melton is leading the litigation.

The SEC acknowledges the assistance of the Ontario Securities Commission, the U.S. Attorney’s Office for the Northern District of California and the Federal Bureau of Investigation.