UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940

Release No. 4847 / January 22, 2018

ADMINISTRATIVE PROCEEDING

File No. 3-18348

In the Matter of

GEMINI FUND SERVICES, 

LLC, 

Respondent.

ORDER INSTITUTING CEASE-AND-DESIST 

PROCEEDINGS, PURSUANT TO SECTION 

203(k) OF THE INVESTMENT ADVISERS 

ACT OF 1940, MAKING FINDINGS, AND 

IMPOSING A CEASE-AND-DESIST ORDER 

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 203(k) of the Investment 

Advisers Act of 1940 (“Advisers Act”) against Gemini Fund Services, LLC (“Gemini” or 

“Respondent”). 

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the

purpose of these proceedings and any other proceedings brought by or on behalf of the

Commission, or to which the Commission is a party, and without admitting or denying the

findings herein, except as to the Commission’s jurisdiction over Respondent and the subject

matter of these proceedings, which are admitted, Respondent consents to the entry of this Order

Instituting Cease-and-Desist Proceedings Pursuant to Section 203(k) of the Advisers Act, 

Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.
2

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that: 

Summary

1. Gemini Fund Services, LLC (“Gemini”) was the fund administrator for a Massachusettsbased investment company called the GL Beyond Income Fund (the “GL Fund”). Gemini was 

responsible for calculating the GL Fund’s daily share price (also called a “net asset value” or 

“NAV”) and transmitting it to the investing public, via the NASDAQ securities exchange. From 

February 2013 to December 2014, the NAV that Gemini gave to NASDAQ was inflated because 

Gemini included in the NAV fake assets that were purportedly worth over $15 million but were 

actually worth nothing. Although Gemini did not know that these assets were fake at the time it was 

calculating the NAV, Gemini did know that, for months at a time, the GL Fund’s custodian bank (a 

financial institution that holds customers’ securities for safekeeping) did not have adequate proof of 

the existence of many of these fake assets, and that there were therefore significant discrepancies 

between Gemini’s own records and those of the custodian bank. When confronted with this fact, 

Gemini failed to take any further steps, such as further investigating the problem with the assets, 

notifying the investing public or the board of directors of the GL Fund that the custodian bank did 

not have proof of the validity of the assets, or reducing the share price to reflect this problem. 

Respondent

2. Gemini Fund Services, LLC (“Gemini”) is a Nebraska limited liability company based in 

Omaha, Nebraska and Hauppauge, New York, and is a subsidiary of NorthStar Financial Services 

Group, LLC (“NorthStar”). Gemini describes itself as a full-service mutual fund administrator, 

providing comprehensive services to mutual funds for fund administration, fund accounting, 

transfer agent services, and custody administration. Gemini served as the fund administrator, fund 

accountant, and transfer agent for the GL Fund from January 2012 to December 2014. 

Other Relevant Parties

3. GL Beyond Income Fund (“GL Fund”) is a registered investment company created by 

Daniel Thibeault (“Thibeault”) on or about March 23, 2012, and was managed by GL Capital

Partners, LLC during the relevant time period.

4. GL Capital Partners, LLC (“GL Capital”) was an investment adviser firm controlled by 

Thibeault that was registered with the Commission. It acted as the sole investment manager for the 

GL Fund during the relevant time period.

 

1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding 

on any other person or entity in this or any other proceeding.
3

5. Daniel Thibeault (“Thibeault”) was the Managing Director of GL Capital and assisted in 

the execution of the GL Fund’s investment strategies and marketing between December 2011 and 

December 2014, when he was arrested and charged with securities fraud. During the same time 

period, he was also the GL Fund’s co-portfolio manager.

Background on Thibeault’s and GL Capital’s Fraud on the GL Fund

6. The GL Fund was managed by an investment adviser, Massachusetts-based GL Capital, and 

its principal, Thibeault. The GL Fund pooled investor money to purchase consumer loans. These

loans were the assets of the GL Fund, and the interest payments on these loans were intended to 

provide the GL Fund’s investment returns. The GL Fund held mostly small unsecured consumer 

loans. By January 31, 2013, there were more than 500 individual loans in the GL Fund. 

7. In February 2013, Thibeault began misappropriating GL Fund investors’ money by 

creating fictitious loans originated through Taft Financial Services, LLC (a special purpose entity 

controlled by Thibeault), which were designated with a program code “TA” in the books and 

records of the GL Fund (“Taft loans”). Each of the Taft loans was significantly larger in dollar 

value than the typical loans acquired by the GL Fund. Thibeault used the names and personal 

information of friends and associates without their knowledge or permission to serve as the 

purported borrowers for the Taft loans, and thus caused the GL Fund’s custodian bank to wire out 

investor funds for these purported loans. Thibeault then diverted those investor funds—the Taft

loan proceeds—to his personal and business bank accounts. 

8. By January 31, 2014, there were 22 Taft loans held by the GL Fund, with a combined face 

value of approximately $8,000,000. In reality, Thibeault had fraudulently created all of these Taft 

loans, and they were worth nothing. By December 8, 2014, the GL Fund reported approximately 

$46.9 million in net assets, including 40 Taft loans with an aggregate face value of over $15

million (over 30% of the reported assets). All $15 million had, in fact, been misappropriated by 

Thibeault and GL Capital.

9. On December 11, 2014, Thibeault was arrested and charged with criminal securities fraud 

by the United States Attorney’s Office for the District of Massachusetts. See U.S. v. Thibeault, 

Case No. 15-10031 (D. Mass). On March 3, 2016, Thibeault pled guilty to one count of securities 

fraud and one count of obstruction of justice. On June 16, 2016, he was sentenced to nine years in 

prison with three years of supervised release, and was ordered to pay $15,300,403 in restitution. 

10. On January 9, 2015, the Commission filed a civil securities fraud action against Thibeault, 

GL Capital, and others. See SEC v. Thibeault, et al., Case No. 15-10050 (D. Mass). On September 

23, 2016, a final judgment was entered against Thibeault in the Commission’s civil action against 

him. The final judgment permanently enjoined Thibeault from violating Section 10(b) of the 

Securities and Exchange Act of 1934 and Rule 10b-5 thereunder, Section 17(a) of the Securities 

Act of 1933, and Sections 206(1) and 206(2) of the Advisers Act, and ordered disgorgement of 

$15,300,403 and prejudgment interest thereon. 
4

Gemini’s Agreement to Perform Essential Services for the GL Fund 

11. Gemini was the fund administrator for the GL Fund. Fund administration includes the 

various activities that must be carried out in support of the process of managing and operating a 

collective investment vehicle like an investment fund. Rather than perform all of these activities 

themselves, fund managers sometimes outsource the performance of these activities to third-party 

fund administrators, like Gemini. Such activities can range from preparation and filing of 

shareholder reports, to daily portfolio valuation, to providing information to shareholders or clients. 

These are often activities that are required for an investment fund to be in compliance with the 

securities laws. Gemini is a self-described “expert in fund services including fund administration, 

accounting, and transfer agency.” Gemini, along with another NorthStar subsidiary, was a subject 

of a prior Commission enforcement proceeding against mutual fund gatekeepers for causing untrue 

or misleading disclosures. See In the Matter of Northern Lights Compliance Svcs., LLC, et al., 

Investment Company Act Rel. No. 30502 (May 2, 2013) (finding that Gemini caused violations of 

Sections 30(e) and 31(a) of the Investment Company Act and Rules 30e-1 and 31a-2(a)(6) 

thereunder).

12. One activity a third-party fund administrator might perform is the calculation of a fund’s 

daily net asset value (“NAV”) per share, which is essentially the fund’s share price. However,

unlike the stock of a publicly traded company—with a share price based on its trading performance 

in the market at any given moment—the per-share NAV of an investment fund is calculated based 

on the sum of the assets in a fund’s portfolio, less any liabilities, divided by the number of 

outstanding shares. For example, if a fund had $1,000,000 of net assets and 100,000 outstanding 

shares, the per-share NAV would be $10. The process of calculating and publicly reporting a fund’s 

NAV is referred to as “striking the NAV.”

13. A fund administrator might also perform a reconciliation of the fund’s internal records 

against the records of a third-party custodian institution, typically a custodian bank. A custodian 

bank is a financial institution that holds customers’ financial assets—either in electronic or physical 

form—for safekeeping. In the case of the GL Fund assets, which were primarily consumer loans, 

its custodian bank was responsible for holding copies of the promissory notes and other loan 

documents evidencing the existence and terms of the loans and information about the borrowers. 

Reconciliation between a fund’s data and a fund custodian’s records is an important administrative 

controls process that is intended, among other things, to reduce fraud and error in calculation of a 

fund’s NAV. 

14. Gemini contracted to perform the above-mentioned activities on behalf of the GL Fund. 

Specifically, on January 17, 2012, Gemini agreed to serve as the fund administrator, fund 

accountant, and transfer agent for the GL Fund, and Gemini and the GL Fund executed a Fund 

Services Agreement (the “Agreement”). The Agreement required Gemini to, among other things: 

a. “Timely calculate the net asset value per share with the frequency prescribed in [the]

Fund’s then-current Prospectus, transmit the Fund’s net asset value to NASDAQ, and 

communicate such net asset value to the Trust and its transfer agent.” 
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b. “Periodically reconcile all appropriate data with [the] Fund’s custodian.”2

c. “Monitor the performance of administrative and professional services rendered to the 

Trust by others, including its custodian, transfer agent, fund accountant and dividend 

disbursing agent, as well as legal, auditing, shareholder servicing, and other services 

performed for the Trust.”

15. In accordance with the Agreement, Gemini struck a per-share NAV for the GL Fund on a 

daily basis and transmitted that NAV to the NASDAQ securities exchange. Also in accordance 

with the Agreement, Gemini received daily transaction data from the GL Fund’s adviser and ran a 

daily reconciliation report comparing its records of the GL Fund’s assets to daily account holdings 

reports from the GL Fund’s custodian bank.

Gemini Struck an Inflated NAV for the GL Fund

16. From February 2013 through December 2014, Gemini struck an inflated NAV for the GL 

Fund and transmitted that inflated NAV to the NASDAQ securities exchange. Based on the 

information it received from GL Capital, the GL Fund’s adviser, and/or from GL Capital’s affiliated 

loan servicer, Gemini included the fake Taft loans as assets of the GL Fund when striking the GL 

Fund’s NAV. In reality, GL Capital had caused the fake Taft loans to be generated and then 

misappropriated the proceeds of those loans when they were disbursed from the GL Fund’s 

custodian bank. Although Gemini did not know that the Taft loans were fake when it struck the 

NAV, Gemini personnel did know—through their performance of the contractually required 

reconciliation process with the GL Fund’s custodian bank—that for extended periods of time the 

GL Fund’s custodian bank did not have adequate proof of the existence of the Taft loans. Gemini 

knew that the custodian bank was therefore not counting the Taft loans as assets of the GL Fund 

during the same time that Gemini was striking a NAV that did include those same assets. In fact, 

throughout the relevant time period, Gemini continued to include those Taft loans in calculating the 

NAV for the GL Fund, even though Gemini personnel knew that the GL Fund’s claimed assets 

exceeded, by as much as $6.8 million, the assets reflected in the custodian bank’s records of the GL 

Fund’s holdings. 

17. For example, on February 27, 2013, Thibeault caused the first three fake Taft loans to be 

purchased by the GL Fund, in face amounts of $382,847, $426,039, and $418,394, and caused these 

amounts to be disbursed from the GL Fund’s custodian bank to the purported loan originator (the 

Taft shell company that was actually controlled by Thibeault). While Thibeault sent the custodian 

bank the names of the purported borrowers and the terms of the purported loans to cause the bank to 

 

2

In the case of Gemini’s reconciliation with the GL Fund’s custodian, Gemini received daily 

transaction data from the GL Fund and daily account holdings reports from the GL Fund’s 

custodian bank. Gemini compiled a daily “NAV package” which contained the reconciliation 

reports comparing that data.
6

release those funds, neither Thibeault nor GL Capital provided the custodian bank with underlying 

loan documents (such as promissory notes) or other identifying information of the borrowers (such 

as addresses, birthdays, or social security numbers), which were required by the custodian bank, as 

proof of the existence of the loans. Therefore, in accordance with its practices, the custodian bank 

did not “book” those loans—did not count them as assets of the GL Fund—until January 31, 2014, 

almost one year later, when Thibeault fabricated loan documentation for the previous year’s fake 

Taft loans and sent that documentation to the custodian bank in advance of the GL Fund’s year-end 

audit. As a result, between February 27, 2013 and January 31, 2014, these three Taft loans were not 

included as assets in the records of the GL Fund’s holdings that the custodian bank sent to Gemini 

for the purpose of reconciliation. 

18. When Gemini performed its daily reconciliations between the fund’s records and the records 

of the custodian bank (as required by its contract with the GL Fund), Gemini personnel became 

aware that the three aforementioned Taft loans issued on February 27, 2013, were not reflected as 

assets of the GL Fund in the records provided by the custodian bank. Gemini nevertheless

continued to include the $1,227,280 from those three Taft loans in striking the daily per-share NAV 

for the GL Fund. Gemini then transmitted this inflated NAV to the investing public without 

notifying anyone—including the GL Fund’s board of directors—of the discrepancies between the 

records of the adviser and the records of the custodian bank. For the eleven months that the 

custodian bank did not reflect these loans as assets of the GL Fund, Gemini inappropriately struck a 

much higher NAV for the GL Fund that did include these loans as assets of the GL Fund. 

19. This pattern continued throughout 2013 with each subsequently issued Taft loan (Thibeault 

created 22 Taft loans in the fiscal year ending on January 31, 2014), and the discrepancy between 

the GL Fund adviser’s data and the custodian bank’s records grew larger. The custodian bank 

explicitly informed Gemini that the custodian bank could not book these loans as assets of the GL 

Fund because the adviser had not yet provided the custodian bank with the underlying loan 

documents. Nevertheless, Gemini continued to include these undocumented (and, as it turned out, 

fraudulent) loans in striking the GL Fund’s daily per-share NAV. 

20. On January 31, 2014, immediately prior to the GL Fund’s year-end audit, Thibeault 

provided fake underlying loan documents to the custodian bank for the Taft loans issued in 2013. 

The custodian bank then booked those loans as assets of the GL Fund, eliminating the reconciliation 

discrepancy with Gemini for a short period of time. 

21. However, throughout 2014, Gemini personnel came to be aware of new reconciliation 

discrepancies between the custodian bank’s records and the information received from the GL 

Fund adviser, and Gemini continued to strike daily NAVs for the GL Fund that ultimately proved 

to be inflated. Between February 2014 and December 2014, Thibeault generated 18 more 

fraudulent Taft loans. Only four of these loans were ever booked as assets of the GL Fund by the 

custodian bank. Gemini continued to include these Taft loans in striking the NAV until Thibeault 

was arrested in December 2014 – ultimately transmitting a daily NAV to NASDAQ that at its peak 

was inflated by at least $15 million in fraudulent Taft loans, of which several million was not 

reflected as assets of the GL Fund by the custodian bank during that same time period. Again, 
7

Gemini did not report the non-reconciling asset values to the GL Fund’s board or to the investing 

public. 

Violations

22. Section 206(1) of the Advisers Act prohibits any investment adviser from employing any 

device, scheme, or artifice to defraud any client or prospective client, and Section 206(2) of the 

Advisers Act prohibits any investment adviser from engaging in any transaction, practice, or course 

of business which operates as a fraud or deceit upon any client or prospective client. 

23. Thibeault and GL Capital violated Sections 206(1) and 206(2) of the Advisers Act by 

making false and misleading statements to GL Fund investors and by engaging in a scheme to 

defraud those investors by misappropriating money from them.

24. As a result of the conduct described above, Gemini was a cause of Thibeault’s and GL 

Capital’s violations of Sections 206(1) and 206(2) of the Advisers Act.

Undertakings

25. Independent Compliance Consultant.

a. Gemini has undertaken to retain, within 30 days of the date of the issuance of this Order, 

the services of an Independent Compliance Consultant (“Consultant”) not unacceptable 

to the staff of the Commission. The Consultant’s compensation and expenses shall be 

borne exclusively by Gemini. Gemini shall require the Consultant to conduct a 

comprehensive review of, and recommend corrective measures concerning, Gemini’s

compliance and other policies and procedures with respect to:

i. NAV calculation and publication;

ii. Reconciliation of data with fund custodians;

iii. Monitoring of the performance of administrative and professional services 

rendered to its mutual fund clients by other service providers;

iv. Coordination of fund audits;

v. Communications with clients, auditors, and others about possible failures to 

comport with fund governing documents or possible failures to comply with the 

law by clients or investment advisers; and

vi. Detecting and addressing fraud.
8

b. Gemini shall provide to the Commission staff, within thirty (30) days of retaining the 

Consultant, a copy of an engagement letter detailing the Consultant’s responsibilities, 

which shall include the review described in paragraph 25.a.

c. At the end of the review, which in no event shall be more ninety (90) days after the date 

the Consultant is retained by Gemini, Gemini shall require the Consultant to submit an 

Initial Report to Gemini and to the Commission staff. The Initial Report shall address 

the items in paragraph 25.a, and shall describe the review performed, the conclusions 

reached, the Consultant’s recommendations for changes in, or improvements to, 

Gemini’s policies and procedures, and a procedure for implementing the recommended 

changes in, or improvements to, those policies and procedures.

d. Gemini shall adopt all recommendations contained in the Initial Report within ninety 

(90) days of receipt; provided, however, that within thirty (30) days of Gemini’s receipt 

of the Initial Report, Gemini may, in writing, advise the Consultant and the Commission 

staff of any recommendations that it considers unnecessary, unduly burdensome, 

impractical, or inappropriate. With respect to any such recommendation, Gemini need 

not adopt that recommendation at that time, but shall propose in writing an alternative 

policy, procedure, or system designed to achieve the same objective or purpose. The 

Consultant shall evaluate any alternative procedure proposed by Gemini. As to any 

recommendation on which Gemini and the Consultant do not agree, such parties shall 

attempt in good faith to reach an agreement within thirty (30) days after Gemini 

provides the alternative procedures described above. In the event that Gemini and the 

Consultant are unable to agree on an alternative proposal, Gemini and the Consultant 

shall jointly confer with the Commission staff to resolve the matter. In the event that, 

after conferring with the Commission staff, Gemini and the Consultant are unable to 

agree on an alternative proposal, Gemini will abide by the recommendations of the 

Consultant.

e. Within two hundred seventy (270) days after the date of the issuance of this Order, 

Gemini shall require the Consultant to complete its review and submit a written final 

report to Commission staff. The Final Report shall describe the review made of 

Gemini’s compliance policies and procedures; set forth the conclusions reached and 

recommendations made by the Consultant, as well as any proposals made by Gemini; 

and describe how Gemini is implementing the Consultant’s final recommendations.

f. Gemini shall take all necessary and appropriate steps to adopt and implement all 

recommendations contained in the Consultant’s Final Report. The date of completion of 

the undertakings shall, in no event, be later than the one year anniversary from the date 

of issuance of this Order.

g. For good cause shown and upon timely application by the Consultant or Gemini, the 

Commission’s staff may extend any of the deadlines set forth in these undertakings.
9

h. To ensure the independence of the Consultant, Gemini (i) shall not have the authority to 

terminate the Consultant or substitute another consultant for the initial Consultant, 

without the prior written approval of the Commission’s staff; (ii) shall compensate the 

Consultant and persons engaged to assist the Consultant for services rendered pursuant 

to the Order at their reasonable and customary rates; and (iii) shall not invoke the 

attorney-client or any other doctrine or privilege to prevent the Consultant from 

communicating with or transmitting any information, reports, or documents to the 

Commission’s staff.

i. Gemini shall require the Consultant to enter into an agreement providing that for the 

period of the engagement and for a period of two years from completion of the 

engagement, the Consultant shall not enter into any employment, consultant, attorneyclient, auditing, or other professional relationship with Gemini, or any of its present or 

former affiliates, directors, officers, employees, or agents acting in their capacity as 

such. The agreement will also provide that the Consultant will require that any firm 

with which he/she is affiliated or of which he/she is a member, and any person engaged 

to assist the Consultant in the performance of his or her duties under this Order shall not, 

without prior written consent of the Commission staff, enter into any employment, 

consultant, attorney-client, auditing, or other professional relationship with Gemini, or 

any of its present or former affiliates, directors, officers, employees, or agents acting in 

their capacity as such for the period of the engagement and for a period of two years 

after the engagement.

26. Gemini shall certify, in writing, compliance with the undertakings set forth above. The 

certification shall identify the undertakings, provide written evidence of compliance in the form of a 

narrative, and be supported by exhibits sufficient to demonstrate compliance. The Commission’s 

staff may make reasonable requests for further evidence of compliance, and Gemini agrees to 

provide such evidence. The certification and supporting material shall be submitted to Paul Block, 

Assistant Director, Boston Regional Office, Securities and Exchange Commission, 33 Arch Street, 

24th Floor, Boston, MA 02110, with a copy to the Office of the Chief Counsel of the Enforcement 

Division, no later than sixty (60) days from the date of completion of the undertakings.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer.

Accordingly, pursuant to Section 203(k) of the Advisers Act, it is hereby ORDERED that:

A. Gemini cease and desist from committing or causing any violations and any future 

violations of Sections 206(1) and 206(2) of the Advisers Act. 

B. Gemini shall comply with the undertakings enumerated in paragraphs 25 and 26

above. 
10

C. Gemini shall, within ten (10) days of the entry of this Order, pay a civil monetary 

penalty of $400,000, disgorgement of $147,334, and prejudgment interest of $14,072, to the 

Securities and Exchange Commission. If timely payment of disgorgement and prejudgment 

interest is not made, additional interest shall accrue pursuant to Rule 600 of the Commission 

Rules of Practice [17 C.F.R. § 201.600], and if timely payment of a civil money penalty is not 

made, additional interest shall accrue pursuant to 31 U.S.C. § 3717. 

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Gemini as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Paul Block, Assistant Director, Boston 

Regional Office, Securities and Exchange Commission, 33 Arch Street, 24th Floor, Boston, MA 

02110. 

D. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair 

Fund is created for the disgorgement, prejudgment interest, and penalties referenced in paragraph 

IV.C above. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
11

imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding.

If any payment is not made by the date the payment is required by this Order, the entire 

outstanding balance of disgorgement, prejudgment interest, and civil penalties, plus any additional 

interest accrued pursuant to SEC Rule of Practice 600 and pursuant to 31 U.S.C. 3717, shall be due 

and payable immediately, without further application. 

By the Commission.

Brent J. Fields

Secretary