Chatham Asset Management, Llc

Allegations: THE ORDER STATES THAT CHATHAM ASSET MANAGEMENT, LLC ("CHATHAM") AND CHATHAM'S ADVISORY AFFILIATE ANTHONY MELCHIORRE, ON BEHALF OF CERTAIN OF CHATHAM'S ADVISORY CLIENTS, ENGAGED IN REBALANCING TRADES IN VIOLATION OF SECTION 206(2) OF THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED, (THE "ADVISERS ACT") AND SECTIONS 17(A)(1) AND 17(A)(2) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, (THE "INVESTMENT COMPANY ACT") BECAUSE THE PRICES FOR THOSE TRADES WERE NOT "INDEPENDENTLY DERIVED FROM PRICE DISCOVERY IN THE BROADER MARKET". Status: Final Sanction Detail: CIVIL PENALTY IN RESPECT OF CHATHAM, $4,400,000. CIVIL PENALTY IN RESPECT OF MR. MELCHIORRE, $600,000. EACH OF CHATHAM AND MR. MELCHIORRE WAS CENSURED AND AGREED TO: (I) BE PROHIBITED FROM SERVING OR ACTING AS AN EMPLOYEE, OFFICER, DIRECTOR, MEMBER OF AN ADVISORY BOARD, INVESTMENT ADVISER OR DEPOSITOR OF, OR PRINCIPAL UNDERWRITER FOR, A REGISTERED INVESTMENT COMPANY OR AFFILIATED PERSON OF SUCH INVESTMENT ADVISER, DEPOSITOR OR PRINCIPAL UNDERWRITER; AND (II) PAY DISGORGEMENT OF PROFITS IN THE AGGREGATE AMOUNT OF $11,000,000 AND PRE-JUDGEMENT INTEREST IN THE AGGREGATE AMOUNT OF $3,375,072. Summary: WITHOUT ADMITTING OR DENYING THE SEC'S FINDINGS, EACH OF CHATHAM AND MR. MELCHIORRE CONSENTED TO THE ENTRY OF AN ORDER BY WHICH EACH OF THEM AGREED TO: (I) CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 206(2) OF THE ADVISERS ACT OR SECTION 17(A) OF THE INVESTMENT COMPANY ACT; (II) BE CENSURED; (III) PAY THE CIVIL PENALTY, DISGORGEMENT AND PRE-JUDGEMENT INTEREST DESCRIBED ABOVE; AND (IV) BE PROHIBITED FROM SERVING IN CERTAIN CAPACITIES FOR A REGISTERED INVESTMENT COMPANY DESCRIBED ABOVE.