22622 Federal Register / Vol. 77, No. 73 / Monday, April 16, 2012 / Notices 

6. No Investing Fund or Investing 

Fund Affiliate (except to the extent it is 

acting in its capacity as an investment 

adviser to a Fund) will cause a Fund to 

purchase a security in any Affiliated 

Underwriting. 

7. The Board, including a majority of 

the disinterested directors or trustees, 

will adopt procedures reasonably 

designed to monitor any purchases of 

securities by a Fund in an Affiliated 

Underwriting, once an investment by an 

Investing Fund in the Shares of the 

Fund exceeds the limit of section 

12(d)(1)(A)(i) of the Act, including any 

purchases made directly from an 

Underwriting Affiliate. The Board will 

review these purchases periodically, but 

no less frequently than annually, to 

determine whether the purchases were 

influenced by the investment by the 

Investing Fund in the Fund. The Board 

will consider, among other things: (i) 

Whether the purchases were consistent 

with the investment objectives and 

policies of the Fund; (ii) how the 

performance of securities purchased in 

an Affiliated Underwriting compares to 

the performance of comparable 

securities purchased during a 

comparable period of time in 

underwritings other than Affiliated 

Underwritings or to a benchmark such 

as a comparable market index; and (iii) 

whether the amount of securities 

purchased by the Fund in Affiliated 

Underwritings and the amount 

purchased directly from an 

Underwriting Affiliate have changed 

significantly from prior years. The 

Board will take any appropriate actions 

based on its review, including, if 

appropriate, the institution of 

procedures designed to assure that 

purchases of securities in Affiliated 

Underwritings are in the best interest of 

shareholders of a Fund. 

8. Each Fund will maintain and 

preserve permanently in an easily 

accessible place a written copy of the 

procedures described in the preceding 

condition, and any modifications to 

such procedures, and will maintain and 

preserve for a period of not less than six 

years from the end of the fiscal year in 

which any purchase in an Affiliated 

Underwriting occurred, the first two 

years in an easily accessible place, a 

written record of each purchase of 

securities in Affiliated Underwritings 

once an investment by an Investing 

Fund in the securities of the Fund 

exceeds the limit of section 

12(d)(1)(A)(i) of the Act, setting forth 

from whom the securities were 

acquired, the identity of the 

underwriting syndicate’s members, the 

terms of the purchase, and the 

information or materials upon which 

the determinations of the Board were 

made. 

9. Before investing in Shares in excess 

of the limits in section 12(d)(1)(A), each 

Investing Fund and a Fund will execute 

a FOF Participation Agreement stating, 

without limitation, that their boards of 

directors or trustees and their 

investment adviser(s), their Sponsors or 

trustees, as applicable, understand the 

terms and conditions of the order, and 

agree to fulfill their responsibilities 

under the order. At the time of its 

investment in Shares in excess of the 

limit in section 12(d)(1)(A)(i), an 

Investing Fund will notify the Fund of 

the investment. At such time, the 

Investing Fund will also transmit to the 

Fund a list of each Investing Fund 

Affiliate and Underwriting Affiliate. The 

Investing Fund will notify the Fund of 

any changes to the list of names as soon 

as reasonably practicable after a change 

occurs. The Fund and the Investing 

Fund will maintain and preserve a copy 

of the order, the FOF Participation 

Agreement, and the list with any 

updated information for the duration of 

the investment and for a period of not 

less than six years thereafter, the first 

two years in an easily accessible place. 

10. Before approving any advisory 

contract under section 15 of the Act, the 

Board of each Investing Management 

Company, including a majority of the 

disinterested directors or trustees, will 

find that the advisory fees charged 

under such advisory contract are based 

on services provided that will be in 

addition to, rather than duplicative of, 

the services provided under the 

advisory contract(s) of any Fund in 

which the Investing Management 

Company may invest. These findings 

and their basis will be recorded fully in 

the minute books of the appropriate 

Investing Management Company. 

11. Any sales charges and/or service 

fees charged with respect to shares of an 

Investing Fund will not exceed the 

limits applicable to a fund of funds as 

set forth in NASD Conduct Rule 2830. 

12. No Fund will acquire securities of 

any investment company or company 

relying on section 3(c)(1) or 3(c)(7) of 

the Act in excess of the limits contained 

in section 12(d)(1)(A) of the Act, except 

to the extent permitted by exemptive 

relief from the Commission permitting 

the Fund to purchase shares of other 

investment companies for short-term 

cash management purposes. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–9013 Filed 4–13–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

AP Henderson Group, BPO 

Management Services, Inc., Capital 

Mineral Investors, Inc., CardioVascular 

BioTherapeutics, Inc., and 1st 

Centennial Bancorp; Order of 

Suspension of Trading 

April 12, 2012. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of AP 

Henderson Group because it has not 

filed any periodic reports since the 

period ended September 30, 2005. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of BPO 

Management Services, Inc. because it 

has not filed any periodic reports since 

the period ended September 30, 2009. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Capital 

Mineral Investors, Inc. because it has 

not filed any periodic reports since the 

period ended September 30, 2008. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of 

CardioVascular BioTherapeutics, Inc. 

because it has not filed any periodic 

reports since the period ended 

September 30, 2008. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of 1st 

Centennial Bancorp because it has not 

filed any periodic reports since the 

period ended September 30, 2008. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of the above-listed 

companies. Therefore, it is ordered, 

pursuant to Section 12(k) of the 

Securities Exchange Act of 1934, that 

trading in the securities of the abovelisted companies is suspended for the 

period from 9:30 a.m. EDT on April 12, 

2012, through 11:59 p.m. EDT on April 

25, 2012. 


emcdonald on DSK29S0YB1PROD with NOTICES
Federal Register / Vol. 77, No. 73 / Monday, April 16, 2012 / Notices 22623 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3The Commission has modified the text of the 

descriptions prepared by ICC. 

By the Commission. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2012–9170 Filed 4–12–12; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66777; File No. SR–ICC– 

2012–04] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of Filing of 

Proposed Rule Change To Add Rules 

Related to the Clearing of Emerging 

Markets Sovereign Index CDS 

April 10, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder 2

notice is hereby given that on April 3, 

2012, ICE Clear Credit LLC (‘‘ICC’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared primarily by ICC.3

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The purpose of the proposed rule 

change is to adopt new rules that will 

provide the basis for ICC to clear 

additional credit default swap (‘‘CDS’’) 

contracts. Specifically, ICC is proposing 

to amend Chapter 26 of its rules to add 

Section 26C to provide for the clearance 

of the CDX Emerging Markets CDS 

contracts (‘‘CDX.EM Contracts’’), which 

reference an emerging market sovereign 

index. Upon Commission approval, ICC 

will list the five year tenor of the 

CDX.EM Series 14, 15, 16 and 17 

contracts. 

As discussed in more detail in Item 

II(A) below, Section 26C (CDX 

Untranched Emerging Markets) provides 

for the definitions and certain specific 

contract terms for cleared CDX.EM 

Contracts. A conforming change is also 

made to the definition of ‘‘Restructuring 

CDS Contract’’ in Section 26E (CDS 

Restructuring Rules) to encompass 

components of CDX.EM Contracts that 

are subject to a restructuring credit 

event. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, ICC 

included statements concerning the 

purpose of and basis for the proposed 

rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 

may be examined at the places specified 

in Item IV below. ICC has prepared 

summaries, set forth in sections (A), (B), 

and (C) below, of the most significant 

aspects of these statements. 

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

ICC has identified CDX.EM Contracts 

as a product that has become 

increasingly important for market 

participants to manage risk and express 

views with respect to emerging market 

sovereign credit. ICC believes clearance 

of CDX.EM Contracts will facilitate the 

prompt and accurate settlement of 

swaps and contribute to the 

safeguarding of securities and funds 

associated with swap transactions. 

CDX.EM Contracts have similar terms 

to the CDX North American Index CDS 

contracts (‘‘CDX.NA Contracts’’) 

currently cleared by ICC and governed 

by Section 26A of the ICC rules. 

Accordingly, the proposed rules found 

in Section 26C largely mirror the ICC 

rules for CDX.NA Contracts in Section 

26A, with certain modifications that 

reflect the underlying reference entities 

(sovereign reference entities instead of 

corporate) and differences in terms and 

market conventions between CDX.EM 

Contracts and CDX.NA Contracts. The 

CDX.EM Contracts reference the 

CDX.EM Index, the current series of 

which consists of 15 emerging market 

sovereign entities: Argentina, 

Venezuela, Brazil, Malaysia, Colombia, 

Hungary, Indonesia, Panama, Peru, 

South Africa, the Philippines, Turkey, 

Russia, Ukraine and Mexico. CDX.EM 

Contracts, consistent with market 

convention and widely used standard 

terms documentation, can be triggered 

by credit events for failure to pay, 

restructuring and repudiation/ 

moratorium (by contrast to the credit 

events of failure to pay and bankruptcy 

applicable to the CDX.NA Contracts). 

CDX.EM Contracts will only be 

denominated in U.S. dollars. 

Rule 26C–102 (Definitions) sets forth 

the definitions used for the CDX.EM 

Contract Rules. An ‘‘Eligible CDX.EM 

Untranched Index’’ is defined as ‘‘each 

particular series and version of a 

CDX.EM index or sub-index, as 

published by the CDX.EM Untranched 

Publisher, included from time to time in 

the List of Eligible CDX.EM Untranched 

Indexes,’’ which is a list maintained, 

updated and published from time to 

time by the ICC board of directors or its 

designee, containing certain specified 

information with respect to each index. 

‘‘CDX.EM Untranched Terms 

Supplement’’ refers to the market 

standard form of documentation used 

for credit default swaps on the CDX.EM 

index, which is incorporated by 

reference into the contract specifications 

in Chapter 26C. The remaining 

definitions are substantially the same as 

the definitions found in ICC Section 

26A, other than certain conforming 

changes. 

Specifically, Rules 26C–309 

(Acceptance of CDX.EM Untranched 

Contract), 26C–315 (Terms of the 

Cleared CDX.EM Untranched Contract), 

and 26C–316 (Updating Index Version 

of Fungible Contracts After a Credit 

Event or a Succession Event; Updating 

Relevant Untranched Standard Terms 

Supplement) reflect or incorporate the 

basic contract specifications for 

CDX.EM Contracts and are substantially 

the same as under ICC Section 26A for 

CDX.NA Contracts. In addition to 

various non-substantive conforming 

changes, proposed Rule 26C–317 (Terms 

of CDX.EM Untranched Contracts) 

differs from the corresponding Rule 

26A–317 to reflect the fact that 

restructuring and repudiation/ 

moratorium are credit events for the 

CDX.EM Contract. (CDX.NA Contracts 

currently cleared by ICC do not use the 

restructuring and repudiation/ 

moratorium credit event.) 

In addition, a conforming change is 

made to the definition of ‘‘Restructuring 

CDS Contract’’ in Section 26E (CDS 

Restructuring Rules) to address 

components of CDX.EM Contracts that 

become subject to a restructuring credit 

event. The treatment of such 

restructuring credit events for CDX.EM 

Contracts will thus be as set forth in 

existing Section 26E of the Rules. 

ICC believes that the proposed rule 

change is consistent with the 

requirements of Section 17A of the Act 

and the rules and regulations 

thereunder applicable to it. ICC believes 

that the clearance of CDX.EM Contracts 

will facilitate the prompt and accurate 

settlement of swaps and contribute to 

the safeguarding of securities and funds 

associated with swap transactions. 


emcdonald on DSK29S0YB1PROD with NOTICES