982-6317

VI. RELATED/RE-FILED CASE(S). DOCKET NUMBER

(See instructions second page):

a) Re-filed Case 0 YES 7J NO

JUDGE

b) Related Cases OYES ~NO

VII. CAUSE OF ACTION

Cite the U.S. Civil Statute under which you are filing and Write a BriefStatement of Cause (Do not cite jurisdictional statutes unless diversity):

15 U.S.C. §77o(a), IS U.S.C.§78j(b), 17 C.F.R. §240.10b-5, 15 U.S.C. §§80b-6(1) and (2). Violations offederal securities laws ID

LENGTH OF TRIAL via days estimated (for both sides to try entire case)

'lS44 (Rev.2/08) CIVIL COVER SHEET.-.,. . ~gl. 'Fj 8' TheJS 44 civil cover sheet and the infonnation contained herein neithen lace nor plement the filing an . e" I"n .' . . :q~ed;' ,exceptasprovided by loca.1 rules ofcourt. This form, approved by the Judicial Conference o?:he United~~Jesj,!.,S.~..~eI!l.,~ .. !.red ....~C..~~~.~It _~()r ~~e_.PUlPose of tnitiating.•aHe~..c. ""f.p.or-a-.-......<.~the CIVIl docket sheet. (SEE INSTRUCTIONS ON THE REVERSE OF THE FOR/.l.) eS.~~9.W:J~g~;~uq~~i,Jn!ll'!;al~'~f~e"fI'.I. (a) PLAINTIFFS DEFENDANTS ~ - QCAJn SECURlTIES AND EXCHANGE COMMISSION ESTATE OF KENNETH WAYNE MCCLEOD, Fl~ ~~fItJ1

MANAGMENT GROUP, INC., and FEDERAL EMPLOYEE a (b) Countyof Residence of First Listed Plaintiff \ County ofResidence ofFirst Listed Defendant Duval, "l"A.-DJUAl.

___________..:.(E_X_C_E_PT_IN_U_._S_.P_L_A_I_N_T_I_F_F_C_A_S_E_S.,;) -1 (IN U.S. PLAINTIFF CASES ONLY! ..L ~~

(c) Attomey's (Finn Name, Address, and Telephone Numher) NOTE: IN LAND CONDEMN CA TlON OF THE TRACT

LAND INVOLVED.

C. Ian Anderson, Senior Trial Counsel, Securities and Exchange Commission, 801 Brickell Ave., Suite 1800, Miami, FL 33131 (305) Attorneys (If Known)

(d) Check County Where Action Arose: ~MIAMI.DADE 0 MONROE 0 BROWARD 0 PALM BEACH 0 MARTIN 0 S ECHOBEE LANDS

.IJ I Original o 2 Removed from 0 3 Re-fiIed- o 4 Reinstated or o 5 another district o 6 Multidistrict o 7 MagistrateProceeding State Court (see VI below) Reopened Litigation(specify) Judgment

II. BASIS OF JURISDICTION (Place an "X" in One Bo' Only)

la I U.S. Government Plaintiff

CJ 2 U.S. Government Defendant

IV NATURE OF SUIT (Place an "X" in One Box Onlv)

CONTRACT· TORTS

0 110 Insurance PERSONAL INJURY

0 120 Marine a 3 J0 Airplane 0 130 Miller Act a 31 S Airplane Product

Liability0 140 Negotiable Instrument o 320 Assault, Libel &0 ISO Recovery of Overpayment

Slander& Enforcement of Judgment 0 151 Medicare Act o 330 Federal Employers' 0 152 Recovery of Defaulted Liab1lity

a 340 MarineSludent Loans o 345 Marine Product(Excl. Veterans)

Liability0 153 Recovery of Overpayment o 350 Motor VehicleofVetcran's Benefits o 3SS Motor Vehicle0 160 Stockholders' Suits

Product Liability0 190 0 lher Contract 0 195 Contract Product Liability a 360 Other Personal 0 196 Franchise Injury

.CIVIL RIGHTSREAL' PROPERTY . o 441 Voting 0 210 Land Condemnation 0

0 220 Foreclosure a 442 Employment 0 230 Rent Lease & Ejectment a 443 Housingl

Accommodations0 240 Torts to' Land 0 0 245 Tort Product Liability a 444 Welfare 0

0445 Amer. w/Disabililies0 290 All Other Real Property 0Employment

0446 Amer. w/Oisabilities 0Other

o 440 Other Civil Rights 0

V. ORIGIN (Place an "X" in One Box Only)

a 3 Federal Question (U.S. Government Not a Parly)

a 4 Diversity

(Indicate Citizenship of Parties in Item III)

Citizen or Subject ofa o Forei n Count

0

0

0

PERSONAL PROPERTY 0 370 Other Fraud 0 0 371 Truth in Lending 0 380 Other Personal 0

Property Damage 0 385 Property Damage 0

Product Liability 0

P.RISONER PETITIONS 0 510Motions to Vacate 0

Sentence 0 Habeas Corpus: 530 General 535 Death PenaUy

540 Mandamus & Other 0

550 Civil Rights 0

555 Prison Condition 0

FORFEITURE/PENALTY

PERSONAL INJURY 0 362 Personal Injury ­ 0

Med. Malpra.ctice 0 365 Personal Injury ­

Product Liability 0 368 Asbestos Personal 0

Injury Product 0 Liability 0

III. CITIZENSHIP OF PRINCI Box for Plaintiff (For Diversity Cases Only) Defendant)

PTF DEF PTF DEF Citizen of This State 0 I 0 I Incorporated or Principal Place o 4 04

Citizen of Another State 0

610 Agriculture 620 Other Food & Drug 625 Drug Related Seizure

of Property 21 USC 881 630 Liquor Laws 640 R.R. & Truck 650 Airline Regs. 660 Occupational

Safety/Health 690 Other

LABOR···. ,

710 Fair Labor Standards Act

720 Labor/Mgmt. Relations 730 Labor/Mgmt.Reporling

& Disclosure Act

740 Railway Labor Act

790 Other Labor Litigation 791 Empl. Ret. Inc. Securit Act

462 Naturalization Application 463 Habeas Corpus-Alien Detainee 465 Other Immigration Actions

Transferred from

of Business In This State

o 2 Incorporated and Principal Place o o of Business In Another State

o Foreign Nation

.... BANKRUPTCY

0 422 Appeal 28 USC 158 0 423 Withdrawal

28USCI57

. PROPERTY RIGHTS 0 820 Copyrights 0 830 Patent 0 840 Trademark

SOCIAL SECURITY 0 861 HIA (1395lT) 0 862 Black Lung (923) 0 863 DIWC/DIWW (405(g» 0 864 SSlD Title XVI 0 865 RSI (405(g»

FEDERAL TAX SUITS 0 870 T..es (U.S. PlaintilT

or Defendant) 0 871 IRS-Third Party

26 USC 7609

o o 6

0 0 0 0 0 0

0 0 0

If

0

0 0

0

0 0 0

0

0

Appeal to District Judge from

OTHER STATUTES

400 State Reapportionment 410 Antitrust 430 Banks and Bank,ng 450 Commerce 460 Deportation 470 Racketeer Influenced and

Corrupt Organizations 480 Consumer Credit 490 Cable/Sat TV 810 Selcctive Service

850 Securities/Commoditiesl Exchange

875 Customer Challenge 12 USC 3410

890 Other Statutory Actions 891 Agricultural Acts

892 Economic Stabilization Act 893 Environmental Matters 894 Energy Allocation Act

895 Freedom of Information Act

900 Appeal of Fee Determination Under Equal Access to Justice

950 Constitutionality of State Statutes

VIII. REQUESTED IN o CHECK IF THIS IS A CLASS ACTION DEMAND $ .Lfi.V • .c 1. t::.1. • CHECK YES only if demanded in complaint:

COMPLAINT: UNDER F.R.C.P. 23 Inj •• Perm. & PenaltP~ DEMAND: 0 Yes ~ No

ABOVE INFORMATION IS TRUE & CORRECT TO SIGN~OFAT THE BEST OF MY KNOWLEDGE

FOR OFFICE USE ONLY

AMOUNT RECEIPT # IFP

5

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA

CASE NO.:

SECURITIES AND EXCHANGE COMMISSION, ) ,,' I!9!i'lI 'lil . "4 , i)1 Ur",. ~t"1tl 2 O·.. I';'l~"-8 ), .~.Plaintiff, " "

v. ). CIV·fv10RENO ) UNDER SEAL

ESTATE OF KENNETH WAYNE MCLEOD, )F&S ASSET MANAGEMENT GROUP, INC. and ) FEDERAL EMPLOYEE BENEFITS GROUP, INC., )

) Defendants. )

)

EMERGENCY COMPLAINT

ITO~ .

FllEDby _ D.C.

JUN 24 2010' STEVEN M LARIMe CLERK U. S, DIST. c~E S. D. of FLA. - MIAMI'

Plaintiff Securities and Exchange Commission alleges as follows:

1. For at least the past two decades, Kenneth Wayne McLeod solicited clients ofhis

registered investment adviser, most of whom were retired federal and state government

employees, and other active and retired government employees to' invest in a purported bond

fund invested in long-term government securities. McLeod offered his clients guaranteed, tax':'

free returns of eight to ten percent annually in the fund.

2. In reality, the purported bond fund, which McLeod called the FEBG Bond Fund,

did' not exist. The investment was a Ponzi scheme, through which McLeod appears to have

raised funds from approximately 260 investors, nationwide. He raised at least $34 million from

the more than 139 investors who are still currently invested.

3. McLeod attracted many ofhis clients through retirement planning seminars across

the country that various federal and state' agencies paid him to conduct. McLeod used these

presentations to build relationships with the government employees and then solicit them when

they retired to roll over their retirement accounts for him to manage through his wholly-owned

registered investment adviser, F&S Asset Management Group, Inc. ("FSAMG"). FSAMG has

approximately $43 million under management for 1,147 clients, most of whom are retired

government employees.

4. McLeod also solicited these clients and other active and retired government

employees to invest in the purported FEBG Bond Fund. Although McLeod described the fund to

investors in various ways, he primarily emphasized that long-term government securities would

guarantee the principal. McLeod told at least one investor it was a special fund for "family and

friends, and families of the fallen agents." He sent investors correspondence regarding their

investment, including promissory notes and FEBG Bond Fund account statements.

5. In reality, there was no FEBG Bond Fund, McLeod never invested his clients'

money in government securities, and the money was never generating tax-free returns of eight to

ten percent annually. McLeod simply used new investor funds to pay prior investors interest and

principal, and to provide funds to himself and his companies. Between 2005 and June 2010

alone, McLeod spent more than $1 million on promotional expenses to bolster his image in the

community, including paying for stadium box seats and an annual trip for him and forty friends

to the Super Bowl.

6. As result of this conduct, McLeod, FSAMG, and the Federal Employee Benefits

Group, Inc. ("FEBG"), the wholly-owned corporation McLeod used to conduct his retirement

seminars, violated Section 17(a) of the Securities Act of 1933 ("Securities Act"), 15 U.S.c.

§770(a); Section 1O(b) of the Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C.

§78j(b), and Rule 10b-5, 17 C.F.R. § 240.lOb-5, thereunder; and McLeod and FSAMG also

violated Sections 206(1) and (2) of the Investment Advisers Act of 1940 ("Advisers Act"), 15

U.S.C. §§ 80b-6(1) and (2).

2

7. Following McLeod's sudden death on June 22, 2010, it is unclear who, if anyone,

is in control of FEBG and FSAMG. To prevent the dissipation of investor funds and to ensure

an orderly and equitable distribution of any remaining assets, the Commission separately seeks

emergency relief, including an asset freeze and the appointment of a Receiver.

DEFENDANTS

8. McLeod, who was 48 at the time of his death, was a resident of Jacksonville,

Florida. McLeod was the president, CEO, and chief compliance officer of FSAMG, and the

president ofSEBG.

9. FSAMG IS a Florida corporation with its principal place of business in

Jacksonville, Florida. FSAMG has been a registered investment adviser since January 2008. It

purports to provide "all Federal and State employees with investment strategies that will assist in

meeting their financial goals." Most, if not all, of FSAMG's clients are current and former

federal and state government employees, the majority of which are current and former law

enforcement agents.

10. FEBG is a Florida corporation with its principal place ofbusiness in Jacksonville,

Florida. FEBG purports to be a financial services and benefits consulting firm focused on

federal retirement options, including the Thrift Savings Plan ("TSP"). Through FEBG, McLeod

conducted retirement planning seminars for various federal agencies.

JURISDICTION AND VENUE

11. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and

22(a) of the Securities Act, 15 U.S.c. §§ 77t, 77t(d), and 77v(a); Sections 21 (d), 21(e), and 27 of

the Exchange Act, 15 U.S.c. §§ 78u(d), 78u(e), and 78aa; and Section 214 of the Advisers Act,

15 U.S.c. § 80b-14.

3

12. This Court has personal jurisdiction over Defendants and venue is proper in the

Southern District of Florida because many of the Defendants' acts and transactions constituting

the violations of the Securities Act, the Exchange Act, and the Advisers Act occurred in the

Southern District of Florida. At least twelve of the investors in the purported FEBG Bond Fund,

together representing $9.6 million of the at least $34 million McLeod raised, are located in the

Southern District of Florida. McLeod solicited the investors located here, and regularly

corresponded with them while they were located in this District.

13. Defendants, directly and indirectly, have made use of the means and

instrumentalities of interstate commerce, the means and instruments of transportation and

communication in interstate commerce, and the mails, in connection with the acts, practices, and

courses ofbusiness set forth in this Complaint.

FACTUAL ALLEGATIONS

A. Background

14. For more than 20 years, McLeod traveled to various government agencies to

conduct FEBG employee benefits counseling and planning seminars. These government

agencies paid FEBG up to $15,000 each for these seminars. FEBG held itself out as a "financial

services and benefits consulting firm focused on Federal retirement options" and "dedicated to

the complex issues surrounding special group employees, including Law Enforcement Officers,

Firefighters and Air Traffic Controllers."

15. FEBG also provided personalized benefits analyses specific to government

employees' retirement plans and their financial portfolios. McLeod provided seminar attendees

with a questionnaire, which inquired about their salary, retirement plan, and savings account

4

allocations, among other things. Government employees could return their completed

questionnaire to FEBG for an individually customized projection oftheir retirement income.

16. In addition, FEBG provided recommended allocations among TSP retirement

account funds and makes changes in the account for employees who provided their TSP system

username and password. For customers wanting additional guidance for things such as leaving

federal for private employment, FEBG charged $300 to conduct a more comprehensive benefit

revIew.

17. FEBG customers could also choose to become clients of FSAMG and have

McLeod manage their money. FSAMG has other clients as well, although most are FEBG

customers.

18. FSAMG presently has approximately $43 million in assets under management, all

ofwhich are held in custodian accounts at another firm. These funds are almost entirely invested

in mutual funds. FSAMG charges its clients a 1% management fee and issues account

statements to its clients based on figures provided by the custodial firm.

B. The PODzi Scheme

19. In addition to the traditional investments McLeod offered through FSAMG, he

offered many investors the opportunity to participate in the purportedly tax-free FEBGBond

Fund. McLeod also referred to this fund on different occasions as the FEBG Special Fund or the

FEBGFund.

20. McLeod promised investors guaranteed returns of eight to ten percent and told

them that their principal would be invested in and secured by government bonds. McLeod

explained to several investors that the fund invested in only long term government securities,

which provided a thirteen percent return. McLeod said that he used the three to five percent

5

spread to expand FEBG and his other businesses, but the investors' principal would remain

untouched.

21. McLeod further told investors that their principal would be locked up for various

periods of up to eight years, supposedly due to the long term nature of the fund's underlying

government securities. Investors had the option to roll over their quarterly interest payments into

the fund to earn compound growth, which many investors did. This allowed McLeod to

.perpetuate the scheme.

22. McLeod did not provide most investors with any offering documents for the

purported bond fund. However, some received a "FEBG, Inc. Special Fund" promissory note,

which outlined the terms of the investment as described above. Others received memos from

McLeod and FEBG noting receipt of their investment and guaranteeing a set rate ofreturn.

23. McLeod also provided some investors with FEBG Bond Fund account statements

he created on FEBG letterhead. These statements show the amount of the investors' investment

along with inflated account balances reflecting purported interest earned.

24. Both active and retired government employees invested in McLeod's bond fund.

Some investors rolled over their federal retirement and savings accounts into the bond fund or

invested their inheritances and their children's tuition savings. The purported safety of the bond

fund was an important factor in some investors' decision to retire. McLeod told investors that

the fund's investors included "high level members of Congress, federal judges, and agency

heads."

25. McLeod's records indicate that while some investors may have redeemed their

investments, the approximately 139 investors who remain invested in the scheme contributed at

least $34 million. Several of these investors tried to redeem their investments, only to have

6

McLeod tell them lies, such as there would be a delay in payment because the government was in

arrears sending interest checks on the underlying bonds, or because of the purportedly long-term

nature of the bonds.

26. The bond fund has been FEBG's greatest source of income for at least the past

four years. In fact, FEBG has recently been doing many seminars for free due to restricted

government budgets. FEBG has survived on Ponzi proceeds and has not been profitable since at

least 2004. Since forming FSAMG in 2008, McLeod has also used Ponzi proceeds to pay

FSAMG's payroll and operational expenses.

MISREPRESENTATIONS AND OMISSIONS

27. Defendants made a number of material false statements and omISSIOns to

investors orally, in the "FEBG, Inc. Special Fund" promissory notes, in the FEBG Bond Fund

account statements, and in correspondence with investors.

28. Most significantly, McLeod, in his representative capacity forFEBG and

FSAMG, misrepresented to investors that their money would be placed in a bond fund invested

in and secured by government securities. There was, in truth, no fund or other investment

vehicle and McLeod never invested any investor money in bonds.

29. Despite this, McLeod referred to the fund as the FEBG Bond Fund and the FEBG

account statements purport to reflect "FEBG Bond Activity."

30. The FEBG Special Fund Promissory notes indicated that the investors' principal

"will be placed in an account secured by government securities" and will remain "untouched in

government securities."

7

31. In his letter to investors, McLeod wrote, "With all of the Ponzi Scams going on

around the world I wanted to insure you that this account is 100% secured by US Gov't

Securities and the principal is never touched until liquidated."

32. McLeod told one investor, "FEBG is 100% Gov't securities so unless the

[government] goes out of the business all ok there too!"

33. McLeod also promised investors a guaranteed rate of return of eight to ten

percent, but failed to disclose that this guarantee was impossible to fulfill because the investment

was a Ponzi scheme. FEBG had insufficient income to pay investors other than from money

from new investors.

34. McLeod perpetuated the scheme by lulling investors with false account statements

for the FEBG Bond Fund. These account statements show fictitious account balances and

purported interest earned by the investors.

35. Finally, Defendants misappropriated the offering proceeds to conduct a Ponzi

scheme, and to pay distributions to McLeod, and at least $1 million in extravagant entertainment

expenditures.

CLAIMS FOR RELIEF

COUNT I

FRAUD IN VIOLATION OF SECTIONS 17(3)(1) OF THE SECURITIES ACT

36. The Commission repeats and realleges Paragraphs 1 through 35 ofthis Complaint

as if fully set forth herein.

37. From 1988 through June 2010, Defendants, directly and indirectly, by use of the

means or instruments of transportation or communication in interstate commerce and by use of

8

the mails, in the offer or sale of securities, knowingly, willfully or recklessly employed devices,

schemes or artifices to defraud.

38. By reason of the foregoing, Defendants have violated and, unless enjoined, will

continue to violate Section 17(a)(I) of the Securities Act, 15 U.S.c. § 77q(a)(1).

COUNT II

FRAUD IN VIOLATION OF SECTIONS 17(3)(2) AND 17(3)(3) OF THE SECURITIES ACT D

39. The Commission repeats and realleges Paragraphs 1 through 35 ofthis Complaint

as if fully set forth herein.

40. From 1988 through June 2010, Defendants, directly and indirectly, by use of the

means or instruments of transportation or communication in interstate commerce and by the use

of the mails, in the offer or sale of securities: (a) obtained money or property by means of untrue

statements of material facts and omissions to state material facts necessary to make the

statements made, in the light of the circumstances under which they were made, not misleading;

and/or (b) engaged in transactions, practices and courses of business which have operated as a

fraud or deceit upon purchasers ofsuch securities.

41. By reason of the foregoing, Defendants, directly and indirectly, violated and,

unless enjoined, will continue to violate Sections 17(a)(2) and 17(a)(3) of the Securities Act, 15

U.S.c. §§ 77(q)(a)(2) and 77(q)(a)(3).

9

COUNT III

FRAUD IN VIOLATION OF SECTION 10(b) OF THE EXCHANGE ACT AND RULE 10b-5 THEREUNDER

42. The Commission repeats and realleges paragraphs 1 through 35 of this Complaint

as if fully set forth herein.

43. From 1988 through June 2010, Defendants, directly and indirectly, by use of the

means and instrumentality of interstate commerce, and of the mails in connection with the

purchase or sale of securities, knowingly, willfully or recklessly: (a) employed devices, schemes

or artifices to defraud; (b) made untrue statements of material facts and/or omitted to state

material facts necessary in order to make the statements made, in light of the circumstances

under which they were made, not misleading; and/or (c) engaged in acts, practices and courses of

business which have operated, and will continue to operate as a fraud upon the purchasers of

such securities.

44. By reason of the foregoing, Defendants, directly and indirectly, violated and,

unless enjoined, will continue to violate Section 10(b) of the Securities Act, 15 U.S.C. § 78j(b),

and Rule 10b-5, 17 C.ER. § 240.1 Ob-5, thereunder.

COUNT IV

FRAUD IN VIOLATION OF SECTIONS 206(1) AND 206(2)

(Against FSAMG and the Estate of Wayne McLeod)

45. The Commission repeats and realleges paragraphs 1 through 35 of this Complaint

as if fully set forth herein.

46. From 1988 through June 2010, FSAMG and McLeod, by use ofthe mails, and the

means and instrumentality of interstate commerce, directly or indirectly, knowingly, willfully or

recklessly: (a) employed devices, schemes or artifices to defraud clients or prospective clients;

10

and (b) engaged in transactions,· practices and courses of business that operated as a fraud or

deceit upon clients or prospective clients.

47. Among other things, FSAMG and McLeod made untrue statements of material

facts and omitted to state material facts necessary to make the statements made, in light of the

circumstances under which they were made, not misleading, to any client or prospective client

and otherwise engaged in acts, practices, and courses of business that were fraudulent, deceptive,

or manipulative with respect to its clients or prospective clients.

48. By reason of the foregoing, FSAMG and McLeod, directly and indirectly,

violated and, unless enjoined, will continue to violate Sections 206(1) and 206(2) of the Advisers

Act, 15 U.S.c. §§ 80b-6(1) and (2).

RELIEF REQUESTED

wHEREFORE, the Commission respectfully requests that the Court:

I. Declaratory Relief

Declare, determine and find that Defendants committed the violations of the federal

securities laws alleged in this Complaint.

II. Permanent Injunctive Relief

Issue a Permanent Injunction restraining and enjoining FSAMG and FEBG from

violating: (i) Section 17(a)(1) of the Securities Act, 15 U.S.C. § 77q(a); (ii) Sections 17(a)(2) and

17(a)(3) of the Securities Act, 15 U.S.c. §§ 77(q)(a)(2) and 77(q)(a)(3); (iii) Section 10(b) of the

Exchange Act, 15 U.S.c. § 78j(b), and Rule 10b-5, 17 C.F.R. § 240.lOb-5; and FSAMG from

violating Sections 206(1) and 206(2) of the Advisers Act, 15 U.S.C. §§ 80b-6(1) and (2).

11

III. Disgorgement

Issue an Order requiring Defendants to disgorge all ill-gotten profits or proceeds they

received as a result of the acts and/or courses of conduct complained ofherein, with prejudgment

interest.

IV. Penalties

Issue an Order directing FSAMG and FEBG to pay civil money penalties pursuant to

Section 20(d) of the Securities Act, 15 U.S.c. § 77t(d); Section 21(d) of the Exchange Act, 15

U.S.c. § 78(d)(3); and Section 209(e) of the Advisers Act, 15 U.S.c. § 80b-9.

V. Further Relief

Grant such other and further relief as may be necessary and appropriate.

VI. Retention of Jurisdiction

Further, the Commission respectfully requests the Court retain jurisdiction over this

action in order to implement and carry out the terms of all orders and decrees that may hereby be

entered, or to entertain any suitable application or motion by the Commission for additional

relief within the jurisdiction of this Court.

Respectfully submitted,

June 24,2010 By: c. Ian Anderson Senior Trial Counsel New York Reg. No. 2693067 Direct Dial: (305) 982-6317 E-mail: andersonci@sec.gov Lead Counsel

Attorney for Plaintiff SECURITIES AND EXCHANGE COMMISSION 801 Brickell Avenue; Suite 1800 Miami, Florida 33131

12

Telephone: (305) 982-6300 Facsimile: (305) 536-4154

13